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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB/A

(Mark One)



X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2003



[    ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ______________ to___________________________



Commission file number : 0-49942



STRATECO RESOURCES INC.

_____________________________________________________________________________________

(Name of small business issuer in its charter)



Québec, Canada

N/A

_______________________________________

______________________________________

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)



1225 Gay-Lussac street

Boucherville, Québec

J4B 7K1

_______________________________________

______________________________________

(Address of principal executive offices)

(Zip Code)



Issuers telephone number : (450) 641-0775





Securities registered under Section 12(b) of the Exchange Act: None



Title of each class

Name of each exchange on which registered



_______________________________________

______________________________________



Securities registered under Section 12(g) of the Exchange Act:





Common classes

______________________________________________________________________________________

(Title of class)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No  ̈



Sec 2337 (12-03)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

























Item 12.

Certain Relationships and Related Transactions.



(a)

Related parties transactions



During the financial year ended December 31, 2003, BBH Géo-Management Inc., (BBH) a private company, provided project management and administrative services to the Company under a services contract dated August 1, 2002. Pursuant to that contract, the Company paid to BBH an amount of $406,000 ($367,000 in 2002) for general and administrative expenses, an amount of $169,000 ($95,000 in 2002) for management fees, an amount of $242,000 ($141,000 in 2002) for consultant and subcontractor fees and an amount of $22,000 ($9,000 in 2002) for travel expenses.  Guy Hébert, President and director of the Company is the sole director and Executive Officer of BBH Géo-Management Inc. The payments made to BBH Géo-Management Inc. are equivalent to the payments that would be made by the Company to an unrelated company. This agreement terminates July 31, 2005.



BBH Géo-Management Inc. provides the following services to the Company:



1.Fixed fees of $3,000Cnd per month for the rent of offices and office equipment.

2. Secretarial personnel

3. Management, accounting and legal services

4. Geological consultants

5. Public relations with investors and regulatory or governmental organism.

6. Research of financing.



Mr. Henri Lanctôt, secretary of the Company, is a Partner of Gowling Lafleur Henderson LLP which is also the legal counsel of the Company.



As of December 31, 2003, the accounts payables to BBH Géo-Management inc. by the Company amounts to $40,130 and $86,767 for the year ended December 31, 2002.



(b)

Transactions with Promoters



Mr. Guy Hébert, President and director of the Company can be considered as the promoter of the Company in consideration of his participation and managing of the business of the Company since its incorporation.



Mr. Hébert does not receive any salary or compensation for his services as Director and Chief Executive Officer of the Company but is entitled to receive stock options as an incentive. The Board of Directors of the Company has awarded Mr. Hébert 500,000 stock options since its incorporation.



(c)

Conflict of interests



The directors and executive officers of the Company can have functions in other public mining companies or still to detain important assets in other public mining companies and to that effect enter into conflicting interests at the time of negotiation or to conclude the mode or scope related to that venture when these other mining companies can participate in the same joint venture.



In that case, at the Board of Directors meeting, that director will abstain himself or herself from voting on that subject matter.  Joint ventures in acquiring and exploring and mining natural resources are frequent in that industry. According to the laws regarding companies in Quebec, Canada, a director of the Company must act honestly, in good faith and in the fundamental interests of the Company.

























Notes to Financial Statements

YEARS ENDED DECEMBER 31, 2003 AND 2002



(In Canadian Dollars)





10.

RELATED PARTY TRANSACTIONS



An amount of $406,000 ($367,000 in 2002) included under general and administrative expenses in the statement of earnings and deficit was paid during the year to a company with a director who is also a director of the Company.



Management fees of $169,000 ($95,000 in 2002), consultant  and subcontractor fees of $242,000 ($141,000 in 2002) and travel expenses of $22,000 ($9,000 in 2002) shown in the statement of deferred expenses were also paid to the same company.



At December 31, 2003, accounts payable and accrued liabilities included an amount of $40,000 ($86,000 in 2002) owed to the same company.