SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
  FORM 20-F

(Mark One)

_  Registration
  statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act
  of 1934 (Fee Required)

or

X  Annual
  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  (Fee Required)

For the fiscal
  year ended June 30, 2002

or

_  Transition
  report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  (No Fee Required)

For the transition period from ______________ to _________________________

Commission file number: 0-28296

GOLDBELT RESOURCES LTD. 
  (Exact Name of Registrant as Specified in its Charter)

GOLDBELT RESOURCES LTD.
  (Translation of Registrant's Name into English)

British Columbia, Canada 
  (Jurisdiction of Incorporation or Organization)

595 Howe Street, 10th FloorVancouver B.C., Canada V6C 2T5(Address of Principal Executive Offices)

Securities registered or to be registered pursuant to Section
  12(b) of the Act:

|                    | Name on Each Exchange
|------------------- | ---------------------
|Title of Each Class | on which Registered  

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares without par value(Title of Class)

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act:

(Title of Class)

Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common stock as of November 15, 2002.

4,655,137 Common Shares without par value.



---

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities and
  Exchange Act of 1934 during the preceding 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 _____    NO _____

Indicate by check mark which financial statement item the registrant has elected to follow.

ITEM 17 __X__    ITEM 18 ______

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all
  documents and reports required to be filed by Sections 12,13 or 15(d) of the
  Securities Exchange Act of 1934 subsequent to the distribution of securities
  under a plan confirmed by a court.

NOT APPLICABLE

CURRENCY AND EXCHANGE RATES

All dollar amounts set forth in this report are in Canadian
  dollars, except where otherwise indicated. The following table sets forth (i)
  the rates of exchange for the Canadian dollar, expressed in U.S. dollars, in
  effect at the end of each of the periods indicated; (ii) the average exchange
  rates in effect on the last day of each month during such periods; (iii) the
  high and low exchange rate during such periods, in each case based on the noon
  buying rate in New York City for cable transfers in Canadian dollars as certified
  for customs purposes by the Federal Reserve Bank of New York.

|For the period ending    June 30, | 2002   | 2001   | 2000   | 1999   | 1998  
|--------------------------------- | ------ | ------ | ------ | ------ | ------
|Rate at end of Period             | $.6590 | $.6590 | $.6805 | $.6787 | $.6843
|Average Rate During Period        | .6375  | .6589  | .6788  | .6622  | .7054 
|High Rate                         | .6622  | .6833  | .6925  | .6891  | .7305 
|Low Rate                          | .6200  | .6316  | .6677  | .6431  | .6784 

On November 15, 2001 the noon buying rate in New York City
  for cable transfer in Canadian dollars as certified for customs purposes by
  the Federal Reserve Bank of New York was U.S.$0.6323 per $1.00 Canadian





---

|TABLE OF CONTENTS
|-----------------
|PART I           
|                 
|ITEM I           
|                 
|ITEM 2           
|                 
|ITEM 3           
|                 
|ITEM 4           
|                 
|ITEM 5           
|                 
|ITEM 6           
|                 
|                 
|ITEM 7           
|                 
|ITEM 8           
|                 
|ITEM 9           
|                 
|                 
|ITEM 10          
|                 
|ITEM 11          
|                 
|ITEM 12          
|                 
|                 
|ITEM 13          
|                 
|PART II          
|                 
|ITEM 14          
|                 
|PART III         
|                 
|ITEM 15          
|                 
|ITEM 16          
|                 
|PART IV          
|                 
|ITEM 17          
|                 
|ITEM 18          
|                 
|ITEM 19          

i

---

PART I

ITEM I           DESCRIPTION
  OF BUSINESS

1. (a)General

Goldbelt Resources Ltd. ("Goldbelt" or the "Company") was
  incorporated under the laws of the Province of British Columbia on July 23,
  1976, under the name Goldbelt Mines Inc. The Company's name was changed to Goldbelt
  Resources Ltd. on July 15, 1991. The principal place of business of Goldbelt
  is located at 595 Howe Street, 10th Floor, Vancouver B.C., Canada, V6C 2T5.
  The Company on July 1, 1996 organized a wholly owned subsidiary, Goldbelt Management
  Services Inc., a Colorado corporation, as a management services corporation
  responsible for handling Goldbelt's worldwide activities and is based in Denver,
  Colorado. In August 2001 the Company continued its corporate jurisdiction into
  Yukon Territory.

The chart below presents the Company's legal corporate structure and the jurisdictions of incorporation.



(b)Transition

Goldbelt is designated Inactive by the TSX Venture
  Exchange. The Company was involved in exploration and development of precious
  and base mineral deposits in the Republic of Kazakhstan from 1992 to 1998. The
  Company did not undertake any activity in Kazakhstan from March 1998 until the
  final disposition of its Kazakhstan mineral interests in March 2001. For the
  period from December 1998 until July 2000, the Company pursued the acquisition
  of Regal Petroleum Corporation (Regal) and its oil and gas interests
  in the Ukraine and Romania. The acquisition was never completed as financing
  could not be arranged. Goldbelt and Regal dissolved plans to merge in July 2000.
  Goldbelt is continuing to pursue other opportunities with the intention of acquiring
  a project of merit with its principal focus in the area of natural resource
  exploration and development.

1

---

On December 8, 1998, the Companys shares were halted
  from trading on the Vancouver Stock Exchange pending an announcement. In February
  1999, the Company announced a proposed acquisition of Regal, which would have
  resulted in a reverse takeover. On April 2, 2001, trading in the shares of the
  Company resumed under the Inactive designation upon the Company announcing that
  its proposed reverse takeover and acquisition had terminated. As such, the Company
  is prohibited from granting stock options and principals are prohibited from
  exercising previously granted stock options. In accordance with Exchange policy,
  the Company was expected to initiate its reorganization within twelve months
  of being designated Inactive and was required to achieve Tier 2 Maintenance
  Requirements no later than October 3, 2002, failing which trading in the securities
  of the Company may be suspended. The Company was granted an extension until
  November 16, 2002. Effective as of November 20, 2002 the Companys shares
  were halted from further trading by the TSX Venture Exchange for failing to
  maintain tier maintenance requirements and after being designated as inactive
  for more than 18 months. Upon achieving active status the shares of the Company
  will be reinstated for trading.

(c)Re-Organization Steps

The Company has initiated the following steps in its reactivation plans:

|1 | . | In March 2001, the Company sold its last remaining interest
      in Kazakhstan to Celtic Resources Holdings, the successor company to Dabney
      Industries. The Company sold its 60% interest in the Abyz deposit owned
      by Karagai Gold, its 25% interest in Dostyk Minerals, an exploration company
      with two mineral licenses in Kazakhstan, and its 50% interest in Kazgold
      and any claim Kazgold may have to the Leninogorsk tailings deposits. In
      exchange for which Celtic Resources Holding granted Goldbelt 1.2 million
      unrestricted, ordinary shares in Celtic Resources Holding, a public company
      traded in the United Kingdom. As of the transaction the marketable securities
      in Celtic Resources Holding had a value of $240,870. (Effective October
      10, 2002, the shares of Celtic Resources Holdings Plc were consolidated
      on a 1:10 basis leaving Goldbelt with 120,000 shares.)
|- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | . | Subsequent to shareholder approval received at the Companys
      Extraordinary General Meeting held on May 19, 1998, the Company enacted
      the following: a) Consolidation of its authorized and issued share capital
      on a 1:10 basis and a subsequent increase in authorized capital to 100,000,000
      common shares without par value; and b) Continuance from the jurisdiction
      of British Columbia to Yukon. On August 22, 2001, the Canadian Venture Exchange
      granted approval for the share consolidation and continuance to the Yukon
      Territory.                                                                                                                                                                                                                                                                                                                                                                  

The Company needs to complete the following steps in order to complete its reactivation:

|1 | . | Reach an agreement with the Companys major
      creditor to settle $287,610 of indebtedness by issuance of post-consolidation
      shares.                         
|- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | . | Acquire a property or business of merit.                                                                                                                              
|3 | . | Proceed with an equity financing to raise capital
      to fund its expenditure commitments on a property or business of merit and
      for working capital purposes.

2

---

The Company is actively pursuing the matters described above.

The Company does not own any patents, trademarks, licenses or franchises that may materially affect its business.

2. Risk
  Factors

On-Going Concern

The Company has incurred significant operating losses and has not generated positive cash flow from operations. At June 30, 2002 the Company had no operations. The Company has sold assets for net losses and written down substantially all of its
remaining mining and mining related assets. Those factors create an uncertainty about the Companys ability to continue as a going concern. Managements plans to continue in operation is dependent upon the Companys ability to raise
additional funding either as a result of acquiring some other asset or company. The ability of the Company to continue as a going concern is dependent on the success of these plans, and ultimately upon achieving profitability.

Market Factors and Volatility

The marketability of natural resource deposits, which may be acquired or discovered by the Company, will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations in the prices of resources sought,
which are highly volatile, the proximity of the resource to markets, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of the natural resources and environmental
protection. The effect of these factors cannot be accurately predicted, but may result in the Company not receiving an adequate return on invested capital.

Dividends Unlikely

The Company has not paid any dividends since the date of its incorporation, and it is not anticipated that dividends will be declared in the short or medium term. The Company is not prohibited by its charter documents or other agreements it has
entered into from paying a dividend. The Company intends, however, to reinvest earnings, if any, in the development and expansion of its business. See Item 8, "Selected Financial Data" and Item 14, "Description of Securities to be Registered."

ITEM 2           DESCRIPTION
  OF PROPERTY

The Company has no properties. See Item 1.

ITEM 3           LEGAL
  PROCEEDINGS

No legal proceedings are pending to which the Company is a party or of which any of its properties is the subject.

3

---

ITEM 4           CONTROL
  OF REGISTRANT

Goldbelt securities are recorded on the books of its transfer agent in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearinghouses on behalf of their respective
clients. Goldbelt does not have knowledge of the beneficial owners thereof. To the best of its knowledge, Goldbelt is not directly or indirectly controlled by a foreign government, nor does any one person, own more than 10% of any class of the
Company's voting securities. The total amount of any class of the Company's voting securities owned by the Company's officers and directors as a group as of November 15, 2002 is set forth below.

|                                |                          | Percentage of    
|------------------------------- | ------------------------ | -----------------
|                                |                          | Issued and       
|                                | Amount and Nature of     | Outstanding      
|Group                           | Beneficial ownership (1) | Common Shares (2)
|                                |                          |                  
|All Officers and Directors as a |                          |                  
|Group (3 persons)               | 741,800(3)               | 15.9%(3)         

|   |  
|-- | -
|(1 | )
|(2 | )
|(3 | )

ITEM 5           NATURE
  OF TRADING MARKET

Common shares of the Company are traded in Canada on the Canadian Venture Stock Exchange and have traded since in January 1978. The shares were halted from trading from December 1998 through March 2001 and resumed trading on April 2, 2001 (See Item
1). The following table sets out the high and low prices of the Common Shares and the volume of trades for the periods indicated:

|                             | HIGH          | LOW           | CLOSE         | VOLUME       
|---------------------------- | ------------- | ------------- | ------------- | -------------
|July 1999 - September 1999   | Did not trade | Did not trade | Did not trade | Did not trade
|October 1999 - December 1999 | Did not trade | Did not trade | Did not trade | Did not trade
|January 2000 - March 2000    | Did not trade | Did not trade | Did not trade | Did not trade
|April 2000 - June 2000       | Did not trade | Did not trade | Did not trade | Did not trade
|July 2000 - September 2000   | Did not trade | Did not trade | Did not trade | Did not trade
|October 2000 - December 2000 | Did not trade | Did not trade | Did not trade | Did not trade
|January 2001 - March 2001    | Did not trade | Did not trade | Did not trade | Did not trade
|April 2001  June 2001       | 0.30          | 0.20          | 0.30          | 110,882      
|July 2001 - September 2001   | 0.20          | 0.07          | 0.07          | 60,328       
|October 2001 - December 2001 | 0.10          | .05           | 0.05          | 139,137      
|January 2002 - March 2001    | 0.10          | 0.06          | 0.07          | 86,026       
|April 2002 - June 2002       | 0.15          | 0.07          | 0.09          | 114,803      
|July 2002 - September 2002   | 0.09          | 0.03          | 0.06          | 210,544      

4

---

* The Company completed a 1:10 share consolidation as of August 27, 2001. The data shown is presented on a post-consolidated basis as though the consolidation occurred as of April 1, 2001.

The Companys share price was halted from further trading as of November 20, 2002. When the shares last traded on November 13, 2002 the closing price was $0.05 per share.

To the best of the Company's knowledge, as of November 15, 2002, 126 registered shareholders lived in the United States, out of a total of 215, and held 2,152,116 common shares in the Company. The Company is not listed for trading on any securities
exchange in the United States. There has been no active market in the United States for the common shares.

ITEM 6           EXCHANGE
  CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the import/export of capital affecting the remittance of interest, dividends or other payments to non-residential holders of the Company's shares. Any such
remittances to United States residents, however, subject to a maximum withholding tax rate of 15% and a minimum rate that will be 5% beginning in 1997, pursuant to Article X of the reciprocal tax treaty between Canada and the United States. The
applicable rate is dependent on the type of entity receiving the dividends. See Item 7, "Taxation."

Except as provided in the Investment Canada Act (the "Act"), there are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of
foreigners to hold and/or vote the shares of the Company.

The Act requires a non-Canadian making an investment to acquire control of a Canadian business, the gross assets of which exceed certain defined threshold levels, to file an application for review with Investment Canada, the federal agency created
by the Act.

As a result of the Canada-U.S. Free Trade Agreement, the Act was amended in January 1989 to provide distinct threshold levels for Americans who acquire control of a Canadian business. The threshold levels for Americans were gradually raised between
1989 and 1992. A Canadian business is defined in the Act as a business carried on in Canada that has a place of business in Canada, an individual or individuals in Canada who are employed or self-employed in connection with the business, and assets
in Canada used in carrying on the business.

An American, as defined in the Act, includes: an individual who is an American national or a lawful permanent resident of the United States; a government or government agency of the United States; and American-controlled entity, corporation or
limited partnership; and a corporation, limited partnership or trust which is not controlled in fact through ownership of its voting interests of which two-thirds of its board of directors, general partners or trustees, as the case may be, are any
combination of Canadians and Americans.

5

---

The following investments by a non-Canadian are subject to review by Investment Canada:

|(a) | all direct acquisitions of control of Canadian businesses
      with assets of $5 million or more;                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | all indirect acquisitions of control of Canadian businesses
      with assets of $50 million or more if such assets represent less than 50%
      of the value of the assets of the entities, the control of which is being
      acquired; and
|(c) | all indirect acquisitions of control of Canadian
      businesses with assets of $5 million or more if such assets represent more
      than 50% of the value of the assets of the entities, the control of which
      is being acquired.     

Review by Investment Canada is required when investments by Americans for
  direct acquisitions of control exceed $150,000,000.

For purposes of the Act, direct acquisition of control means:


a purchase of the voting interest on a corporation, partnership, joint venture
    or trust carrying on a Canadian business, or any purchase of all or substantially
    all of the assets used in carrying on a Canadian business; and







The acquisition of certain Canadian businesses is excluded from the higher threshold set out for Americans. These excluded businesses include oil, gas, uranium, financial services (except insurance); transportation services and cultural services
(i.e., the publication, distribution or sale of books, magazines, periodicals (other than printing or typesetting businesses), music in print or machine readable form, radio, television, cable and satellite services; the publication, distribution,
sale or exhibitions of film or video recordings or audio or video music recordings).

Direct or indirect acquisitions of control of these excluded business are reviewable at the $5 and $50 million thresholds.

A non-Canadian shall not implement an investment reviewable under the Act unless the investment has been reviewed and the Minister responsible for Investment Canada is satisfied or is deemed to be satisfied that the investment is likely to be of net
benefit to Canada, If the Minister is not satisfied that the investment is likely to be a net benefit to Canada, the non-Canadian shall not implement the investment or, if the investment has been implemented, shall divest himself of control of the
business that is the subject of the investment.

A non-Canadian or American making the following investments:

6

---





| | (i)  | an investment to establish a new Canadian business; and                                                                                                                                                       
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | an investment to acquire control of a Canadian business which
      investment is not subject to review under the Act must notify Investment
      Canada, within prescribed time limits, of such investments.

ITEM 7           TAXATION

The following is a summary of the principal Canadian federal income tax considerations generally applicable in respect of the Common Shares. The tax consequences to any particular holder of Common Shares will vary according to the status of that
holder as an individual, trust, corporation, or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holder's particular circumstances. This
summary is applicable only to holders who are resident in the United States, have never been resident in Canada, hold their Common Shares as capital property and will not use or hold the Common Shares in carrying on business in Canada.

Generally, dividends paid by Canadian corporations to non-resident shareholders are subject to a withholding tax of 25% of the gross amount of such dividends. However, Article X of the reciprocal tax treaty between Canada and the United States
reduces to 15% the withholding tax on the gross amount of dividends paid to residents of the United States. The withholding tax rate on the gross amount of dividends is reduced to 5% if the beneficial owner of the dividend is a U.S. corporation,
which owns at least 10% of the voting stock of the Canadian corporation paying the dividends.

A non-resident who holds shares of the Company as capital property will not be subject to tax on capital gains realized on the disposition of such shares unless such shares are "taxable Canadian property" within the meaning of the Income Tax
Act (Canada) and no relief is afforded under any applicable tax treaty. The shares of the Company would be taxable Canadian property of a non-resident if at any time during the five year period immediately preceding a disposition by the
non-resident of such shares not less than 25% of the issued shares of any class of the Company belonged to the non-resident, persons with whom the non-resident did not deal at arm's length, or to the non-resident and persons with whom the
non-resident did not deal at arm's length.

Certain United States Federal Income Tax Consequences

The following summary is a general discussion of the material United States Federal income tax considerations to U.S. holders of shares of the Company under current law. It does not discuss all the tax consequences that may be relevant to particular
holders in light of their circumstances or to holders subject to special rules, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies,
broker-dealers, non-resident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with the conduct of a trade or business in the United States, shareholders who acquired their stock through
the exercise of employee stock options or otherwise as compensation, shareholders who hold their stock as ordinary assets and not capital assets and any other non-U.S. holders. In addition, U.S. holders may be subject to state, local or foreign tax
consequences. This discussion is not intended to be,

7

---

nor should it be construed to be, legal or tax advice to any holder or prospective holder of shares of the Company and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective
holder is made. Holders and prospective holders should therefore consult with their own tax advisors with respect to their particular circumstances. This discussion covers all material tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court
decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This discussion does not consider the potential effects, both adverse and beneficial, of any
recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax
advice to any holder or prospective holder of shares of the Company and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and
prospective holders of shares of the Company should consult their own tax advisors about the Federal, state, local, estate, and foreign tax consequences of purchasing, owning and disposing of shares of the Company.

U.S. Holders

As used herein, a "U.S. Holder" includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any
entity that is taxable as a corporation for U.S. tax purposes and any other person or entity whose ownership of shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not
include persons subject to special provisions of Federal income tax law such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies,
broker-dealers, nonresident alien individuals or foreign corporations whose ownership of shares of the Company is not effectively connected with conduct of trade or business in the United States, shareholders who acquired their stock through the
exercise of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.

Distributions on Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to
the extent that the Company has current or accumulated earnings and profits as defined under U.S. Federal tax law, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to
certain limitations, against the U.S. Holder's United States Federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed
discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and

8

---

profits of the Company, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the shares and thereafter as gain from the sale or exchange of the shares. Preferential tax rates for net capital gains are
applicable to a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder that is a corporation.

Dividends paid on the shares of the Company will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder that is a corporation may, under
certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from the Company (unless the Company qualifies as a "foreign personal holding company" or a "passive foreign investment company", as
defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of the Company. The availability of this deduction is subject to several complex limitations that are beyond the scope of this discussion.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of
receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, for tax years after 1997, an individual whose
realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than
travel expenses in connection with a business trip or as an expense for the production of income).

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income
  tax with respect to the ownership of shares of the Company may be entitled,
  at the option of the U.S. Holder, to either a deduction or a tax credit for
  such foreign tax paid or withheld. Generally, it will be more advantageous to
  claim a credit because a credit reduces United States Federal income taxes on
  a dollar4or-dollar basis, while a deduction merely reduces the taxpayer's income
  subject to tax. This election is made on a year-by-year basis and applies to
  all foreign taxes paid by (or withheld from) the U.S. Holder during that year.
  There are significant and complex limitations that apply to the credit; among
  which is the general limitation that the credit cannot exceed the proportionate
  share of the U.S. Holder's United States Federal income tax liability that the
  U.S. Holder's foreign source income bears to his or its worldwide taxable income.
  In the determination of the application of this limitation, the various items
  of income and deduction must be classified into foreign and domestic sources.
  Complex rules govern this classification process. There are further limitations
  on the foreign tax credit for certain types of income such as "passive income",
  "high withholding tax interest", "financial services income", "shipping income",
  and certain other classifications of income. The availability of the foreign
  tax credit and the application of the limitations on the credit are fact specific
  and holders and prospective holders of shares of the Company should consult
  their own tax advisors regarding their individual circumstances.

9

---

Disposition of Shares of the Company

A U.S. Holder will recognize a gain or loss upon the sale of shares of the
  Company equal to the difference, if any, between (i) the amount of cash plus
  the fair market value of any property received, and (ii) the shareholder's tax
  basis in the shares of the Company. This gain or loss will be a capital gain
  or toss if the shares are a capital asset in the hands of the U.S. Holder, and
  will be a short-term or long-term capital gain or loss depending upon the holding
  period of the U.S. Holder. Gains and losses are netted and combined according
  to special rules in arriving at the overall capital gain or loss for a particular
  tax year. Deductions for net capital losses are subject to significant limitations.
  Corporate capital losses (other than losses of corporations electing under Subchapter
  S or the Code) are deductible to the extent of capital gains. Non-corporate
  taxpayers may deduct net capital losses, whether short-term or tong-term, up
  to U.S. $3,000 a year (U.S. $1,500in the case of a married individual
  filing separately). For U.S. Holders who are individuals, any unused portion
  of such net capital loss may be carried over to be used in later tax years until
  such net capital loss is thereby exhausted. For U.S. Holders which are corporations
  (other than corporations subject to Subchapter S of the Code), an unused net
  capital loss may be carried back three years from the loss year and carried
  forward five years from the loss year to be offset against capital gains until
  such net capital loss is thereby exhausted.

Other Considerations

In the following circumstances, the above sections of this discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of shares of the Company:

Foreign Personal Holding Company

If at any time during a taxable year more than 50% of the total combined voting power or the total value of the Company's outstanding shares is owned, directly or indirectly, by five or fewer individuals who are citizens or residents of the United
States and 60% (50% in subsequent years) or more of the Company's gross income for such year was derived from certain passive sources (e.g., from dividends received from its subsidiaries), the Company would be treated as a "foreign personal holding
company". In that event, U.S. Holders that hold shares of the Company (on the earlier of the last day of the Company's tax year or the last date in which the Company was a foreign personal holding company) would be required to include in gross
income for such year their allocable portions of such passive income to the extent the Company does not actually distribute such income.

Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company's outstanding shares are held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts
other than foreign estates or trusts (as defined by the Code Section 7701 (a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is
possible that the Company might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging shares of the Company to be treated as ordinary
income rather than capital gain.

10

---

Passive Foreign Investment Company

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company ("PFIC"), as defined in Section 1296 of the Code, if 75% or more of its gross income in a taxable year is passive income, or
the average percentage of the Company's assets (by value) during the taxable year which produce passive income or which are held for production of same are at least 50%. Passive income is generally defined to include gross income in the nature of
dividends, interest, royalties, rents and annuities; excess of gains over losses from certain transactions in any commodities not arising inter alia from a PFIC whose business is actively involved in such commodities; certain foreign currency
gains; and other similar types of income. U.S. Holders owning shares of a PFIC are subject to an additional tax and to an interest charge based on the value of deferral of tax for the period during which the shares of the PFIC are owned, in addition
to treatment of any gain realized on the disposition of shares of the PFIC as ordinary income rather than as a capital gain. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund ("QEF") with respect to
such shareholder's interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC's ordinary earnings and any net capital gain
regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States Federal income tax on such income inclusions. Special rules apply to U.S. Holders who own their
interests in a PFIC through intermediate entities or persons.

Effective for tax years of U.S. Holders beginning after December 31,1997, U.S. Holders who hold, actually or constructively, marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market (a
"mark-to-market election"). If such an election is made, such U.S. Holder will not be subject to the special taxation rules of PFIC described above for the taxable years for which the mark-to-market election is made. A U.S. Holder who makes such an
election will include in income for the taxable year an amount equal to the excess, if any, of the fair market value of the shares of the Company as of the close of such tax year over such U.S. Holder's adjusted basis in such shares. In addition,
the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any of (A) the
mark4o-market gains for the shares in the Company included by such U.S. Holder for prior tax years, including any amount which would have been included for any prior year but for Section 1291 interest on tax deferral rules discussed above with
respect to a U.S. Holder, who has not made a timely QEF election during the year in which he holds (or is deemed to have held) shares in the Company and the Company is a PFIC ("Non-Electing U.S. Holder"), over (B) the mark-to-market losses for
shares that were allowed as deductions for prior tax years. A U.S. Holder's adjusted tax basis in the shares of the Company will be increased or decreased to reflect the amount included or deducted as a result of mark-to-market election. A
mark-to-market election will apply to the tax year for which the election is made and to all later tax years, unless the PFIC stock ceases to be marketable or the IRS consents to the revocation of the election.

The IRS has issued proposed regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by a Non-Electing U.S. Holder that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate

11

---

reorganizations, and transfers at death. Generally, in such cases, the basis of the Company's shares in the hands of the transferee and the basis of any property received in the exchange for those shares would be increased by the amount of gain
recognized. A U.S. Holder who has made a timely QEF election (as discussed below) will not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in
this case will depend on the manner of the transfer. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the shares of the Company are transferred. Each U.S. Holder should consult a tax advisor with
respect to how the PFIC rules affect their tax situation.

The PFIC and QEF election rules are complex. U.S. Holders should consult a tax advisor regarding the availability and procedure for making the QEF election as well as the applicable method for recognizing gains or earnings and profits under the
foregoing rules.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or
estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of stock of the Company ("United States shareholder"), the Company could be treated as a "controlled foreign
corporation" under Subpart F of the Code. This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata share of "Subpart F income" (as specially defined by the
Code) of the Company. Subpart F requires current inclusions in the income of United States shareholders to the extent of a controlled foreign corporation's accumulated earnings invested in "excess passive" assets (as defined by the Code). In
addition, under Section 1248 of the Code, a gain from the sale or exchange of shares by a U.S. Holder who is or was a United States shareholder at any time during the five year period ending with the sale or exchange is treated as ordinary dividend
income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that Subpart F would apply to the U.S. Holders of shares of the Company, a
more detailed review of these rules is outside of the scope of this discussion.

If the Company is both a PFIC and controlled foreign corporation. the Company will generally not be treated as a PFIC with respect to United States shareholders of the controlled foreign corporation. This rule generally will be effective for taxable
years of the Company ending with or within such taxable years of United States shareholders.

ITEM 8           SELECTED
  FINANCIAL DATA

The consolidated financial statements have been prepared in conformity with Canadian generally accepted accounting principles (GAAP"). For United States GAAP reconciliation for years 2000, 2001 and 2002 see Note 11 of the attached financial
statements.

12

---

The reader should also refer to Item 9, Discussion and Analysis of Financial Condition and Results of Operations."

The following data is shown in thousands except for per share information:



| | 1 | . | For the years ended June 30, 2002, 2001 and 2000 the reconciliation
      of the Net Loss and Net Loss Per Share to a U.S. GAAP basis is presented
      in Note 11 of the financial statements.
| | - | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2 | . | Restated to reflect the 1:10 share consolidation.                                                                                                                                               

ITEM 9           MANAGEMENT'S
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Goldbelt Resources Ltd (Goldbelt or Company) is a Canadian corporation and is designated Inactive by the Canadian Venture Exchange. Goldbelts activity in the year ending June 30, 2002 was limited as there
were no paid employees. The Board of Directors remained committed to identify a natural resource property of merit that can support the fund raising necessary to advance the property to be acquired.

The Company incurred a total of $113,494 in expenses for the year that are primarily composed of Legal, Accounting, and Shareholder Service fees related to the maintenance of a public company. Subsequent to year-end, the Company received 176,000
shares in Regal Petroleum Plc. The shares were delivered to the Company effective September 27, 2002 as payment related to the settlement of expenses related to the failed merger terminated in July 2000 and were made available to Goldbelt once Regal
became a public company. Effective September 27, 2002, Regal is listed on the London Stock Exchange. The shares are restricted from trading until September 27, 2003. The face value of the shares as of their issuance was $260,885.

Also subsequent to year-end, Celtic Resource Holdings had a 1:10 share consolidation. The Companys holding in Celtic, therefore, became 120,000 shares. Celtic is a public company incorporated in the Republic of Ireland and traded on the London
stock exchange.

13

---

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, the Company had $233,796 in cash, and 120,000 shares of Celtic Resource Holdings with a market value of $486,276. The Company also had $296,877 of liabilities of which $287,610 was due to a Director. The Board has proposed
exchanging the debt for 2,963,000 shares of Goldbelt stock, subject to approval by the TSX Venture Exchange. Subsequent to year-end, the Company received 176,000 shares of Regal Petroleum Plc, as part of its settlement with Regal Petroleum related
to the termination of the proposed merger. These shares are restricted from trading until September 27, 2003. The face value of the shares as of the date of issue was $260,885.

Also subsequent to year-end, the Board of Directors proposed a reduction of capital subject to approval of both the shareholders and the court. Specifically, the Board proposed to reduce the Companys capital by $48,194,465, the amount of its
accumulated losses as of June 30, 2002, or a lesser amount as the directors may determine. The proposed reduction in capital was presented to shareholders in a proxy as of November 8, 2002 for approval at the Companys December 18, 2002 Annual
General Meeting.

As of June 30, 2002, the Company had 4,655,137 common shares and no options or warrants issued. Following the issuance of shares for debt, subject to shareholder and Exchange approval, there will be 7,618,137 shares issued.

RESULTS OF OPERATIONS

No operations were conducted during the fiscal year ending June 30, 2002 or June 30, 2001. Since March 1998, the Company has been inactive except to dispose of its assets and to seek to acquire additional assets sufficient to re-activate the
Company.

Fiscal year ended June 30, 2002 compared with fiscal year ended June 30, 2001

For the twelve-month period ending June 30, 2002, the Company had a loss of $106,545 versus a loss of $138,189 for the prior period. In the prior fiscal year the Company had a gain of $240,870 on the disposition of its remaining mineral interests in
Kazakhstan. Also benefiting the Company in the prior year were $30,293 in foreign exchange gain resulting from the weakening of the Canadian dollar versus the US dollar. There was a foreign exchange gain of $3,162 in the current fiscal year.

Administrative expenses totaled $113,494 in the current year down from $200,720 for the prior year. Expenses were primarily comprised of Legal ($27,366), Accounting and Auditing ($29,220), and Shareholder Services ($23,925). These expenses accounted
for $80,511 of the $113,494 in costs and were down from $88,814 in 2001. Other costs resulted from management services ($12,784), health care benefits for the President / CEO ($10,704), and other office costs ($9,495). General management expenses
were higher for the year ended June 30, 2001 primarily due to greater consulting fees ($67,009 versus $12,784 in 2002) related to increased activity of evaluating alternative acquisitions to the Regal acquisition. Legal expenses were also higher in
the prior year for the same reason ($67,009 versus $27,366 in 2002). Travel expenses also contributed to the higher costs ($19,210 versus none in 2002) for the same reason. Accounting expense was essentially unchanged from the prior year ($27,035 in
2001

14

---

versus $29,220 in 2002) as also were other Rent, Salaries and Benefits ($6,139 and $9,398 in 2001, respectively versus $6,384 and $10,704 respectively, in 2002).

Fiscal year ended June 30, 2001 compared with fiscal year ended June 30, 2000

For the twelve-month period ending June 30, 2001 the Company had a loss of $138,189 versus a loss of $27,955 for the prior period. During the current fiscal year the Company had a gain of $240,870 on the disposition of its remaining mineral
interests in Kazakhstan as the Companys investment in Kazakhstan had been entirely written off in a prior period. Also benefiting the Company in the current year were $30,293 of foreign exchange gain resulting from the weakening of the
Canadian dollar versus the US dollar and its impact on the US denominated Regal note receivable. This compares with an exchange loss of $4,263 in 2000.

Offsetting the one-time gains were settlement costs related to the termination of the Regal acquisition ($249,389). Also, general management expenses were higher for the year ended June 30, 2001 totaling $200,720 versus $108,838 for the prior year.
The increase resulted primarily for greater consulting fees ($67,009 versus $16,059) related to increased activity of evaluating alternative acquisitions to the Regal acquisition. Travel expenses also contributed to the higher costs ($19,210 versus
$155) for the same reason. Accounting expense was essentially unchanged from the prior year ($27,035 versus $28,001) as also were Rent and Salaries and Benefits ($6,139 and $9,398 in 2001, respectively versus $4,576 and $7,612 respectively, in
2000). Legal expenses were higher ($48,084 versus $33,071) due to the added expense of the Regal acquisition termination.

ITEM 10           DIRECTORS
  AND OFFICERS OF REGISTRANT

Each director holds office until the next annual meeting or until his successor is duly elected unless his office is earlier vacated in accordance with the by-laws. The board currently consists of five directors.

The following table and text sets forth the names and addresses of directors and officers of the Company, their position and offices with the Company, their principal occupations and the date of commencement of their terms:

|Name and Address                 | Offices                 | Date Tenure Began
|-------------------------------- | ----------------------- | -----------------
|                                 |                         |                  
|PAUL G. NAUGHTON                 | Chairman, Director      | March 1992       
|Perth, Australia                 |                         |                  
|                                 |                         |                  
|PAUL J. MORGAN                   | Director, President     | March 1992       
|Denver, Colorado                 | Chief Executive Officer |                  
|                                 |                         |                  
|BRIAN IRWIN                      | Director and Secretary  | April 1998       
|West Vancouver, British Columbia |                         |                  

PAUL G. NAUGHTON (Chairman, Director) Mr. Naughton was appointed Chairman of the Board of the Company in 1992. Mr. Naughton is a Chartered Accountant and has over 25 years experience in the public company sector in mining and oil and gas.

15

---

PAUL J. MORGAN (Director, President, and CEO) Mr. Morgan was appointed a director of Goldbelt in March 1992. He served as President and CEO from 1992 until July 1997and resumed these offices as of March 1999. He has over 30 years of
experience in exploration and mine development in the U.S., Australia, Southeast Asia and the C.l.S. countries.

BRIAN IRWIN (Director, Secretary) Mr. Irwin was elected a director and the Secretary of the Company in April 1996. He has been a practicing attorney since 1965, and has been a partner of DuMoulin Black, a Vancouver law firm, since 1983. His practice
is in the areas of corporate and commercial law with an emphasis on securities and mining law.

ITEM 11          COMPENSATION
  OF DIRECTORS AND OFFICERS

During the twelve months ended June 30, 2002, the aggregate compensation paid by the Company to its officers and directors was $10,704 versus $9,398 in 2001.

The following table sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries for the three most recently completed financial years in respect of each of the individuals who were, as of June
30, 2002, the Chief Executive Officer and the other four most highly compensated executive offices of the Company whose individual total compensation for the most recently completed financial year exceeded $100,000 and any individual who would have
satisfied these criteria but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial year.

SUMMARY COMPENSATION TABLE

|Name and
      Principal Position                        | Fiscal
        Year                                                         | Annual Compensation                                    | Long Term Compensation        | All other
        compen-
        sation
        ($)
|-------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------ | ----------------------------- | ----------------------------------------------------
|Salary 
        ($)                                      | Bonus
        ($)                                                           | Other
        Annual
        compen-sation
        ($) | Awards                        |                                                     
|Securities
        Under
        Options
        Granted | Restricted
        Shares or
        Restricted
        Share
        Units | LTIP
        Payouts                                  
|Paul J. Morgan 
      President & CEO                    | 2002
        2001
        2000                                              | $10,70419,39817,6121                                   | Nil 
        Nil 
        Nil | Nil 
        Nil 
        Nil                       

(1)          Medical and dental
  health coverage only.

ITEM 12          OPTIONS TO
  PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

Grants and Exercises of Options

16

---

As of November 15, 2002, the Company had no outstanding common share purchase options.

Purchase Warrants

The Company had no purchase warrants outstanding as of November 15, 2002.

ITEM 13          INTEREST
  OF MANAGEMENT IN CERTAIN TRANSACTIONS

During the year ended June 30, 2002, the amount incurred for management, consulting and legal fees to companies controlled by directors or officers of the Company and its subsidiaries was $25,891 (2001 - $368,962). At June 30, 2002, the Company owed
$288,666 (2001 - $294,430) to a director related entity and a director. Included in the year-end balances for both 2001 and 2002 is $287,610 owed to a director.

During the year ended June 30, 2002, the Company advanced $5,000 ($2001 - $10,000) to a director related entity as a prepayment for disbursements to be made for compliance filings. At June 30, 2002, the prepaid expense amount was $2,311 (2001 -
$8,506).

Some of the directors and senior officers of the Company are directors or officers of other corporations with businesses that may conflict with the proposed business of the Company. In accordance with the laws of British Columbia, the directors and
officers of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not the Company will take a proposed course of action, the directors will primarily consider the degree of risk
to which the Company may be exposed and the Company's financial position at the time, after full disclosure of all direct or indirect conflicting interests. The directors of the Company are required by the Company's articles to declare the nature
and extent of their interests in any contract or transaction in which a conflict or potential conflict of interest may arise. A director of the Company may not vote on any contract or transaction in which he has an interest.

Related party transactions for the fiscal years 2000-2002 are shown below. Payments made to DuMoulin Black, a private law firm, were made primarily as a result of legal services provided by Brian Irwin. Mr. Irwin is a partner in DuMoulin Black.
Payments made to Paul Morgan and Paul Naughton, or to companies controlled by them, were for management services. Payments to Scott, Bisset, a law firm with Graham Scott as a partner, were made for legal services. Graham Scotts term as a
director ended as of December 2000.

|              |          |   | 2000   |  |   | 2001    |  |   | 2002   | 
|------------- | -------- | - | ------ |  | - | ------- |  | - | ------ | 
|              |          |   |        |  |   |         |  |   |        | 
|Brian Irwin   | Director | $ | 16,137 |  | $ | 50,731  |  | $ | 25,891 | 
|Paul Morgan   | Director |   |        |  |   | 318,231 |  |   |        | 
|Paul Naughton | Director |   |        |  |   |         |  |   |        | 
|Graham Scott  | Director |   | 15,476 |  |   |         |  |   |        | 
|              |          |   |        |  |   |         |  |   |        | 
|Total         |          | $ | 31,613 |  | $ | 368,962 |  | $ | 25,891 | 

17

---

PART II

ITEM 14          DESCRIPTION
  OF SECURITIES TO BE REGISTERED

The securities of the Company to be registered are common shares without par value. The Company presently has 100,000,000 common shares authorized. As of November 15, 2002, 4,655,137 common shares were issued and outstanding.

All shares of the Company's common stock, both issued and unissued, are of the same class and rank equally as to dividends, voting powers and participation in the assets of the Company on a winding-up or dissolution. No shares have been issued
subject to call or assessment. There are no preemptive or conversion rights attached to the Company's shares, and no provisions for redemption, purchase for cancellation surrender of, sinking funds or purchase funds. Each share of common stock is
entitled to one vote with respect to the election of directors and other matters upon which shareholders are ordinarily entitled to vote. The Company has not paid any dividends on its common stock since its inception. Part 16 of the Company's
Memorandum and Articles provides that the directors may declare payment of a dividend out of funds properly available therefor. There is no limitation on the Company's ability to pay dividends imposed by the terms of any of the Company's contracts
or agreements. All references to '1shares" or common shares" herein refer to common shares without par value of the Company.

18

---

PART III

ITEM 15          DEFAULTS
  UPON SENIOR SECURITIES

Not Applicable.

ITEM 16          CHANGES IN
  SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES

Not Applicable.

PART IV

ITEM 17          FINANCIAL
  STATEMENTS

The following financial statements are attached and incorporated herein:

|   |   | Description of Document                                                | Pages | 
|-- | - | ---------------------------------------------------------------------- | ----- | 
|   |   |                                                                        |       | 
|(1 | ) | Managements Responsibility for Financial Reporting                    | 1     | 
|(2 | ) | Independent Auditors' Report                                           | 2     | 
|(3 | ) | Consolidated Balance Sheets as at June 30, 2002 and 2001               | 3     | 
|(4 | ) | Consolidated Statements of Loss and deficit for the Years
      Ended  | 4     | 
|   |   | June 30, 2002, 2001 and 2000                                           |       | 
|(5 | ) | Consolidated Statements of Changes in Financial Position for
      the | 5     | 
|   |   | Years Ended June 30, 2002, 2001 and 2000                               |       | 
|(6 | ) | Notes to Consolidated Financial Statements for the Years Ended         | 6     | 
|   |   | June 30, 2001, 2000 and 1999                                           |       | 

ITEM 18          FINANCIAL
  STATEMENTS

Not Applicable.

ITEM 19FINANCIAL
  STATEMENTS AND EXHIBITS

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

|      |                   | GOLDBELT RESOURCES LTD.
|----- | ----------------- | -----------------------
|      |                   | (Registrant)           
|      |                   |                        
|DATE: | December 12, 2002 | By: /s/ Paul J. Morgan 
|      |                   |                        
|      |                   | Name: Paul J. Morgan   



19

---



GOLDBELT RESOURCES LTD. JUNE 30, 2002

SCHEDULE A











---



Reports and ConsolidatedFinancial Statements of

GOLDBELT RESOURCES LTD.

As at June 30, 2002 and 2001 and for the three year period
  ended June 30, 2002



---

Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of the
  Company have been prepared by management in accordance with Canadian generally
  accepted accounting principles, and contain estimates based on management's
  judgment. A system of internal control is maintained to provide reasonable assurance
  that financial information is accurate and reliable.

The Company's independent auditors, J.M. Tucker Inc., are
  appointed by its shareholders to conduct an audit in accordance with Canadian
  generally accepted auditing standards to allow them to express an opinion on
  the financial statements.

The Audit Committee of the Board of Directors, which is composed
  of a majority of independent directors, has met with the Company's independent
  auditor to review the scope and results of the annual audit, and to review the
  consolidated financial statements and related financial reporting matters prior
  to submitting the consolidated financial statements to the Board for approval.

|(signed) Paul J. Morgan | Director | (signed) Brian C. Irwin | Director
|----------------------- | -------- | ----------------------- | --------
|                        |          |                         |         

Vancouver, British Columbia 
  November 8, 2002





1

---

|                     |                      | 3630 Triumph
        St., Vancouver, BC,
|-------------------- | -------------------- | ----------------------------------------
|                     | CHARTERED ACCOUNTANT | Canada V5K 1V3                          
|                     |                      | Telephone (604) 299-3333                
|                     |                      | Facsimile (604) 299-2212                
|                     |                      | E-mail jacqueline_tucker@telus.net      
|                     |                      |                                         
|**J.M. TUCKER INC.** |                      |                                         

AUDITORS REPORT TO THE SHAREHOLDERS

We have audited the consolidatedbalance sheets of
  Goldbelt Resources Ltd. as at June 30, 2002 and 2001 and the consolidatedstatements of operations and deficit and cash flows for the years then ended.
  These financial statements are the responsibility of the Companys management.
  Our responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audits in accordance with Canadian generally
  accepted auditing standards and United States generally accepted auditing standards.
  Those standards require that we plan and perform an audit to obtain reasonable
  assurance whether the financial statements are free of material misstatement.
  An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the financial statements. An audit also includes assessing
  the accounting principles used and significant estimates made by management,
  as well as evaluating the overall financial statement presentation.

In our opinion, these consolidatedfinancial statements
  present fairly, in all material respects, the financial position of the Company
  as at June 30, 2001 and 2002 the results of its operations and its cash flows
  for the years then ended in accordance with Canadian generally accepted accounting
  principles.

The consolidatedstatements of operations and deficit
  and cash flows for the year ended June 30, 2000 were audited by other auditors
  who expressed an opinion without reservation on these statements in their report
  dated September 15, 2000.

(signed) **J.M. Tucker Inc.**

Chartered Accountant

Vancouver, British Columbia 
  October 15, 2002, except as to note 10 which is of October 22, 2002



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING
  CONFLICT

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the Companys ability to continue as a going concern, such as
  that referred to in the attached consolidated balance sheets as at June 30,
  2002 and 2001 and described in note 1 of the consolidated financial statements.
  Our report to shareholders dated October 15, 2002, except as to note 10 which
  is of October 22, 2002, is expressed in accordance with Canadian reporting standards,
  which do not permit a reference to such events and conditions in the auditors
  report when the uncertainty is adequately disclosed in the financial statements.

(signed) **J.M. Tucker Inc.**

Chartered Accountant

Vancouver, British Columbia 
  October 15, 2002, except as to note 10 which is of October 22, 2002



2

---

GOLDBELT RESOURCES LTD.
  Consolidated Balance Sheet
  As at June 30,

|                                               |   |             |   |   |             |  
|---------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                               |   | 2002        |   |   | 2001        |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|(Expressed in Canadian dollars)                |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|ASSETS                                         |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Cash
      and cash equivalents                | $ | 233,796     |   | $ | 349,126     |  
|Accounts
      receivable                      |   | 388         |   |   | 1,765       |  
|Prepaid
      expense and other                |   | 4,247       |   |   | 8,529       |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|                                               |   | 238,431     |   |   | 359,420     |  
|Investment(note 3)                             |   | 240,870     |   |   | 240,870     |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|                                               | $ | 479,301     |   | $ | 600,290     |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|LIABILITIES                                    |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities | $ | 296,877     |   | $ | 311,321     |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|SHAREHOLDERS EQUITY                           |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|Capital stock(note 4)                          |   | 48,124,162  |   |   | 48,124,162  |  
|Contributed surplus                            |   | 252,727     |   |   | 252,727     |  
|Deficit                                        |   | (48,194,465 | ) |   | (48,087,920 | )
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|                                               |   | 182,424     |   |   | 288,969     |  
|                                               |   |             |   |   |             |  
|                                               |   |             |   |   |             |  
|                                               | $ | 479,301     |   | $ | 600,290     |  
|                                               |   |             |   |   |             |  

|Continuing operations (note 1)              |          |                         |         
|------------------------------------------- | -------- | ----------------------- | --------
|Significant and subsequent events (note 10) |          |                         |         
|                                            |          |                         |         
|Approved on behalf of the Board:            |          |                         |         
|                                            |          |                         |         
|(signed) Paul J. Morgan                     | Director | (signed) Brian C. Irwin | Director
|                                            |          |                         |         

|See notes to consolidated financial statements. | 3
|----------------------------------------------- | -

---

GOLDBELT RESOURCES LTD. Consolidated Statements of Operations and Deficit
  For the years ended June 30, 2002, 2001 and 2000

|                                                         |   |             |   |   |             |   |   |             |  
|-------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                         |   | 2002        |   |   | 2001        |   |   | 2000        |  
|                                                         |   |             |   |   |             |   |   |             |  
|(Expressed in Canadian dollars)                          |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Expenses                                                 |   |             |   |   |             |   |   |             |  
|Audit,
      accounting and related services fees        | $ | 29,220      |   | $ | 27,035      |   | $ | 28,001      |  
|Legal
      fees                                         |   | 27,366      |   |   | 48,084      |   |   | 33,071      |  
|Management
      and consulting fees                     |   | 12,784      |   |   | 67,009      |   |   | 18,022      |  
|Occupancy
      costs                                    |   | 6,384       |   |   | 6,139       |   |   | 4,576       |  
|Office                                                   |   | 1,617       |   |   | 8,601       |   |   | 1,267       |  
|Salaries
      and benefits                              |   | 10,704      |   |   | 9,398       |   |   | 7,612       |  
|Shareholders
      relations                             |   | 9,168       |   |   | 6,650       |   |   | 5,006       |  
|Telephone
      and facsimile                            |   | 1,494       |   |   | 1,549       |   |   | 2,728       |  
|Transfer
      agent and filing fees                     |   | 14,757      |   |   | 7,045       |   |   | 8,400       |  
|Travel
      and promotion                               |   | -           |   |   | 19,210      |   |   | 155         |  
|                                                         |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Loss before the under noted items                        |   | (113,494    | ) |   | (200,720    | ) |   | (108,838    | )
|Settlement costs, net of recoveries (note 5)             |   | -           |   |   | (249,389    | ) |   | -           |  
|Foreign exchange gain (loss)                             |   | 3,162       |   |   | 30,293      |   |   | (4,263      | )
|Gain on sale of interests in mineral properties (note 6) |   | -           |   |   | 240,870     |   |   | -           |  
|Interest income                                          |   | 3,787       |   |   | 29,971      |   |   | 38,471      |  
|Other                                                    |   | -           |   |   | 10,786      |   |   | 46,675      |  
|                                                         |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Loss for year                                            |   | (106,545    | ) |   | (138,189    | ) |   | (27,955     | )
|Deficit, beginning of year                               |   | (48,087,920 | ) |   | (47,949,731 | ) |   | (47,921,776 | )
|                                                         |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Deficit, end of year                                     | $ | (48,194,465 | ) | $ | (48,087,920 | ) | $ | (47,949,731 | )
|                                                         |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Earnings (loss) per share  basic and diluted            | $ | (0.02       | ) | $ | (0.03       | ) | $ | (0.01       | )
|                                                         |   |             |   |   |             |   |   |             |  
|                                                         |   |             |   |   |             |   |   |             |  
|Weighted average number of common shares used in         |   |             |   |   |             |   |   |             |  
|the calculation of basic earnings (loss) per share       |   | 4,655,137   |   |   | 4,655,137   |   |   | 4,655,137   |  
|                                                         |   |             |   |   |             |   |   |             |  

|See notes to consolidated financial statements. | 4
|----------------------------------------------- | -

---

GOLDBELT RESOURCES LTD.
  Consolidated Statements of Cash Flows For the years ended June 30, 2002, 2001 and 2000

|                                                             |   |          |   |   |          |   |   |         |  
|------------------------------------------------------------ | - | -------- | - | - | -------- | - | - | ------- | -
|                                                             |   | 2002     |   |   | 2001     |   |   | 2000    |  
|                                                             |   |          |   |   |          |   |   |         |  
|(Expressed in Canadian dollars)                              |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Cash flows from operating activities                         |   |          |   |   |          |   |   |         |  
|Net
      loss                                               | $ | (106,545 | ) | $ | (138,189 | ) | $ | (27,955 | )
|Items
      not involving cash                               |   |          |   |   |          |   |   |         |  
|Loss
      (gain) on sale of interests in mineral properties |   | -        |   |   | (240,870 | ) |   | -       |  
|Other                                                        |   | -        |   |   | -        |   |   | 9,907   |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   | (106,545 | ) |   | (379,059 | ) |   | (18,048 | )
|Changes
      in operating assets and liabilities            |   |          |   |   |          |   |   |         |  
|Accounts
      receivable                                    |   | 1,377    |   |   | (1,765   | ) |   | -       |  
|Interest
      receivable                                    |   | -        |   |   | 62,239   |   |   | (17,553 | )
|Prepaid
      expenses and other                             |   | 4,282    |   |   | (8,529   | ) |   | -       |  
|Accounts
      payable and accrued liabilities               |   | (14,444  | ) |   | 263,425  |   |   | 4,778   |  
|Loan
      payable                                           |   | -        |   |   | (15,007  | ) |   | (27,436 | )
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   | (115,330 | ) |   | (78,696  | ) |   | (58,259 | )
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Cash flows from investing activities                         |   |          |   |   |          |   |   |         |  
|Repayments
      on note receivable                          |   | -        |   |   | 424,734  |   |   | 83,682  |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Cash flows from financing activities                         |   |          |   |   |          |   |   |         |  
|Long-term
      liabilities, net                             |   | -        |   |   | -        |   |   | (27,346 | )
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Increase (decrease) in cash                                  |   | (115,330 | ) |   | 346,038  |   |   | (1,923  | )
|Cash and cash equivalents, beginning of year                 |   | 349,126  |   |   | 3,088    |   |   | 5,011   |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Cash and cash equivalents, end of year                       | $ | 233,796  |   | $ | 349,126  |   | $ | 3,088   |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Supplemental disclosure of cash flow information             |   |          |   |   |          |   |   |         |  
|Interest
      received                                      | $ | 3,787    |   | $ | 92,210   |   | $ | 20,918  |  
|Interest
      paid                                          | $ | -        |   | $ | 1,091    |   | $ | 3,607   |  
|                                                             |   |          |   |   |          |   |   |         |  
|                                                             |   |          |   |   |          |   |   |         |  
|Supplemental disclosure of non-cash investing
      and      |   |          |   |   |          |   |   |         |  
|financing activities                                         |   |          |   |   |          |   |   |         |  
|Shares
      received on disposition of interests in mineral |   |          |   |   |          |   |   |         |  
|properties                                                   | $ | -        |   | $ | 240,870  |   | $ | -       |  
|                                                             |   |          |   |   |          |   |   |         |  

|See notes to consolidated financial statements. | 5
|----------------------------------------------- | -

---

---

(Expressed in Canadian dollars)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1. | Continuing operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The accompanying consolidated financial
        statements are prepared on a going-concern basis, which assumes the realization
        of assets and the settlement of liabilities in the normal course of business.
        From 1992 to 1998, the Company was engaged in the exploration and development
        of precious and base mineral deposits in the Republic of Kazakhstan. Since
        1998, the Company has been an inactive public company. On April 2, 2001,
        the Company was designated as Inactive by the TSX Venture
        Exchange (the Exchange). The Companys ability to continue
        in operations is dependent on its ability to evaluate and acquire a new
        business opportunity and, to secure new financing to develop an opportunity
        to complete its reactivation to meet the Exchanges Tier 2 Maintenance
        Requirements to have the Inactive designation removed (note 10).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The consolidated financial statements
        do not include any adjustments, which might result from the outcome of
        these uncertainties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | These consolidated financial statements
        are prepared in accordance with Canadian generally accepted accounting
        principles. A reconciliation of amounts presented in accordance with United
        States generally accepted accounting principles is detailed in note 11.
        A summary of the significant policies are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Principles of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | These consolidated financial statements
        include the accounts of Goldbelt Resources Ltd. and its wholly owned subsidiaries,
        521968 B.C. Ltd., Goldbelt Management Services, Inc. and Goldbelt International,
        LLC. (collectively, unless the context requires otherwise, referred to
        as the Company). All intercompany balances and transactions
        are eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The preparation of financial statements
        in conformity with Canadian generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported
        amount of assets and liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements and the reported amount
        of revenues and expenses during the reporting period. Financial results
        as determined by actual events could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Cash and cash equivalents includes deposits
        at call and term deposits which are readily convertible to cash on hand
        and which are used in the cash management function on a day-to-day basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Short-term investments that are considered
        temporary are carried at the lower of cost or market value. Long-term
        investments in which the Company does not exercise significant influence
        are recorded at cost. Long-term investments are written down if there
        is a permanent impairment in their carrying value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Interests in mineral properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Company follows the method of accounting
        for its mineral properties whereby all costs related to acquisition, exploration
        and development are capitalized by area of interest. These expenditures
        are carried forward where rights to tenure of the areas of interest are
        current, and it is expected the expenditure will be recovered through
        successful development and exploitation of the area of interest or alternatively
        by its sale and/or the activities are continuing in the area of interest
        but have not yet reached a stage of development which permits reasonable
        assessments of the existence or otherwise of economically recoverable
        reserves. Expenditures, which no longer satisfy the above criteria, are
        written off. The carrying value of each of its mineral properties is reviewed
        on a regular basis.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | On commencement of commercial production,
        net costs will be charged to operations on the unit-of-production method
        by property based upon estimated recoverable reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

6

---

---

(Expressed in Canadian dollars)

|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|- | - | -------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | . | Significant accounting
        policies(continued)
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | f)                                                 | Income tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |   |                                                    | Income taxes are accounted
        for under the asset and liability method. Under this method, future tax
        assets and liabilities are recognized for the future tax consequences
        attributable to differences between the financial statementand carrying
        value and the tax basis of assets and liabilities.                                                                                                                                                                                                                                                                                                                      
|  |   |                                                   
|  |   |                                                   
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   |                                                    | Future tax assets and liabilities are measured
        using the enacted or substantively enacted tax rates expected to applyto
        taxable income in the years in which those temporary differences are expected
        to be recovered or settled. The effect on future tax assets and liabilities
        of a change in tax rates is recognized in income in the period during
        which the change in rates is considered to be substantially enacted.                                                                                                                                                                                     
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | g)                                                 | Share issuance costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |   |                                                    | Costs directly identifiable with the raising
        of capital are charged against the related share capital. Costs related
        to shares not yet issued are recorded as deferred financing costs. These
        costs are presented as other assets until the issuance of the shares to
        which the costs relate, at which time the costs are charged against the
        related share capital or charged to operations if the shares are not issued.                                                                                                                                                                                       
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | h)                                                 | Stock based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |   |                                                    | No compensation expense is recognized in
        the accounts at date of issue and any consideration paid by the directors,
        officers and others on exercise of the stock options is credited to share
        capital.                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | i)                                                 | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  |   |                                                    | Foreign currency transactions and balances
        and accounts of integrated foreign operations are translated into Canadian
        dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |   |                                                    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |   |                                                    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |   |                                                    | iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |   |                                                    | iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |   |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |   | j)                                                 | Earnings (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |   |                                                    | Earnings (loss) per share computations
        are based upon the weighted average number of common shares outstanding.
        The Company adopted the revised accounting standards for the calculation
        of earnings per share whereby new rules are applied in the calculation
        of diluted earnings per share. The new standard was applied on a retroactive
        basis and did not result in any restatement of the Companys financial
        statements. The effect of potential issuance of shares under options and
        warrants would be anti-dilutive; therefore, basic and diluted losses per
        share are the same.

|3. | Investment                                                                                                                                          |      |   |        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | - | -------
|   |                                                                                                                                                     |      |   |        
|   |                                                                                                                                                     | 2002 |   | 2001   
|   |                                                                                                                                                     |      |   |        
|   | Investment recorded
        at cost                                                                                                                 |      |   |        
|   | (Market value 2002 - $486,276; 2001- $262,751)                                                                                                      |      |   |        
|   | Celtic
        Resources Holdings Plc, 120,000 post-consolidation (1,200,000 pre-
              consolidation) free trading shares (note
        6) |      |   |        
|$  | 240,870                                                                                                                                             |      | $ | 240,870
|   |                                                                                                                                                     |      |   |        

Effective October 14, 2002, the shares of Celtic Resources Holdings Plc were
  consolidated on a 1:10 basis.

7

---

---

(Expressed in Canadian dollars)

|4 | . | Capital stock
|- | - | -------------
|  |   |              
|  |   | a)           
|  |   |              
|  |   |              
|  |   | b)           

| |  | c) | Issued                               |             |   |   |           
| |  | -- | ------------------------------------ | ----------- | - | - | ----------
| |  |    |                                      |             |   |   |           
| |  |    |                                      | Number      |   |   |           
| |  |    |                                      | of Shares   |   |   | Amount    
| |  |    |                                      |             |   |   |           
| |  |    |                                      |             |   |   |           
| |  |    | Balance, June 30, 2000 and 2001      | 46,551,376  |   | $ | 48,124,161
| |  |    | Share consolidation 1:10 (note 4(a)) | (41,896,239 | ) |   | -         
| |  |    |                                      |             |   |   |           
| |  |    |                                      |             |   |   |           
| |  |    |                                      | 4,655,137   |   | $ | 48,124,161
| |  |    |                                      |             |   |   |           

| |  | d) | The following stock options are outstanding (note 4(a)):
| |  | -- | --------------------------------------------------------

| |  |  |                                                                              |                |  |                  |  |        
| |  |  | ---------------------------------------------------------------------------- | -------------- |  | ---------------- |  | -------
| |  |  | Expiry Date                                                                  | Exercise Price |  | Number of Shares
| |  |  |                                                                              |                |  | 2002             |  | 2001   
| |  |  |                                                                              |                |  |                  |  |        
| |  |  | September 5, 2001                                                            | $3.70          |  | -                |  | 102,500
| |  |  | August 25, 2002                                                              | $2.00          |  | 57,000           |  | 57,000 
| |  |  | Subsequent to June 30, 2002, 57,000 stock options
      expired unexercised.

|5. | Settlement costs
        In December 1998, the Company signed a Letter of Intent and a subsequent
        Sale/Purchase Agreement (collective referred to as the Agreements)
        to acquire Regal Petroleum Corporation Limited (Regal). The
        acquisition did not complete, as Regal was unable to raise the funds required
        as a condition precedent to closing of transaction. In July 2000, the
        Agreement was formally terminated.
        The Company had advanced funds to Regal under the terms of a loan agreement
        dated December 7, 1998 providing up to a maximum of US$500,000 bearing
        interest at the rate of 10% per annum. A Settlement Agreement was entered
        into on July 31, 2000 between the parties whereby the Company received
        CAD$588,969 (US$372,248) to repay all loan advances made together with
        accrued interest thereon plus certain costs. In addition, the Company
        incurred expenses of $290,350 in connection with the Regal settlement
        consisting of fees paid to a director for negotiating the agreement ($106,400),
        travel ($140,302) and other costs ($43,648) of which $40,961were recovered
        from Regal in payment received.
        In part consideration for entering into the Settlement Agreement, the
        Company will be issued 176,000 shares of Regal if, as and when the entity
        is listed on a recognized stock exchange. On September 25, 2002, the Company
        was issued 176,000 ordinary shares of Regal Petroleum Plc, a publicly
        listed company on the London Exchange subject to a one-year hold period.
        The market value of the Regal Petroleum Plc shares at date of issue was
        $260,885.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Gain on sale of interests in mineral
        properties
        During the year ended June 30, 2001, the Company sold all of its remaining
        interests in the Kazakhstan Properties, as described below, to Celtic
        Resources Holdings Plc (Celtic), a publicly listed company
        on the London Exchange. Proceeds of sale were the issue of 1,200,000 pre-consolidation
        free trading shares of Celtic with a market value at date of issue of
        $240,870 (note 3). Acquisition and exploration expenditures totaling $1,470,776
        relating to the interests in mineral properties sold to Celtic were written
        off in years prior to June 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

8

---

---

(Expressed in Canadian dollars)

|6.     | Gain on sale of interests in mineral
        properties(continued)Abyz deposit
        The Company held a 60% interest in a joint stock company Karagai Gold
        JSC, formed under the laws of the Republic of Kazakhstan, which has a
        100% interest in the Abyz deposit.Leninogorsk
        The Company held a 50% interest in a joint stock company Kazgold JSC,
        formed under the laws of the Republic of Kazakhstan, which has a 100%
        interest in the Leninogorsk Gold Tailings Project.Kazakhstan and Mykubinsk licences
        The Company acquired in January 1996 an 80% interest in Dostyk LLP, which
        holds two exploration licences in the east central portion of Kazakhstan.
        In August 1998, 20% of its interest was farmed out to Temenai Limited.
        During June 1998, an agreement was reached with a prospective buyer to
        acquire 55% of its interest for US$100,000 with a right to acquire the
        remaining 25% for US$900,000.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**7.** | Related party transactions
      (In addition to those transactions disclosed elsewhere)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |    |                                                                                                                                                                                                                                                                                    
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | At June 30,
        2002, the Company owed $288,666 (2001 - $294,430) to a director related
        entity and a director, which is included within accounts payable and accrued
        liabilities. The balances represent unpaid amounts relating to fees and
        expenses. 
| |    |                                                                                                                                                                                                                                                                                    
| | b) | During the year ended June
        30, 2002, the Company advanced $5,000 (2001 - $10,000) to a director related
        entity as a prepayment for disbursements to be made for compliance filings.
        At June 30, 2002, the prepaid expense amount is $2,311 (2001 - $8,506).
| |    |                                                                                                                                                                                                                                                                                    

| | c) | The following table discloses
        the related party transactions for the financial years as follows:
| | -- | --------------------------------------------------------------------------------------------------------
| |    |                                                                                                         
| |    | Related party                                                                                           
| |    |                                                                                                         
| |    |                                                                                                         
| |    | Director                                                                                                
| |    | related entities                                                                                        
| |    | Directors                                                                                               
| |    |                                                                                                         
| |    | Director                                                                                                
| |    |                                                                                                         
| |    | Director                                                                                                
| |    |                                                                                                         
| |    |                                                                                                         
| |    |                                                                                                         
| |    |                                                                                                         
| |    |                                                                                                         

|**8.** | Income tax                                                                                                                                                                                                    
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                               
|       | The Companys provision for income taxes differs
        from the amounts computed by applying the combined Canadian federal and
        provincial income tax rates to the loss as a result of the following:

| |                                                     |   |         |   |   |          |   |   |         |  
| | --------------------------------------------------- | - | ------- | - | - | -------- | - | - | ------- | -
| |                                                     |   | 2002    |   |   | 2001     |   |   | 2000    |  
| |                                                     |   |         |   |   |          |   |   |         |  
| | Statutory rates                                     |   | 42.1%   |   |   | 45.6%    |   |   | 45.6%   |  
| | Income tax recovery computed at statutory rates     | $ | 44,855  |   | $ | 63,014   |   | $ | 12,747  |  
| | Gain on sale of interests in mineral properties     |   | -       |   |   | 109,617  |   |   | -       |  
| | Tax benefit not recognized on current years losses |   | (44,855 | ) |   | (172,631 | ) |   | (12,747 | )
| |                                                     |   |         |   |   |          |   |   |         |  
| |                                                     |   |         |   |   |          |   |   |         |  
| | Provision for recovery of income taxes              | $ | -       |   | $ | -        |   | $ | -       |  
| |                                                     |   |         |   |   |          |   |   |         |  

9

---

---

(Expressed in Canadian dollars)

|**8.** | Income tax(continued)                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                             
|       | The tax effects of temporary timing differences that
        give rise to significant components of the future tax assets and future
        tax liabilities are as follows:

| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                                                                                                                                                                                                                                                                                      |   | 2002       |   |   | 2001       |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | Future tax assets                                                                                                                                                                                                                                                                                                    |   |            |   |   |            |  
| | Non-capital
      loss carry forwards                                                                                                                                                                                                                                                                                | $ | 2,582,383  |   | $ | 3,547,376  |  
| | Exploration
      expenditure                                                                                                                                                                                                                                                                                        |   | 3,456,489  |   |   | 3,743,846  |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | Total gross future income tax assets                                                                                                                                                                                                                                                                                 |   | 6,038,872  |   |   | 7,291,222  |  
| | Less valuation allowance                                                                                                                                                                                                                                                                                             |   | (6,038,872 | ) |   | (7,291,222 | )
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | Net future income tax assets                                                                                                                                                                                                                                                                                         |   | -          |   |   | -          |  
| | Less future tax liabilities                                                                                                                                                                                                                                                                                          |   | -          |   |   | -          |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | Net future income taxes                                                                                                                                                                                                                                                                                              | $ | -          |   | $ | -          |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| |                                                                                                                                                                                                                                                                                                                      |   |            |   |   |            |  
| | At June 30, 2002, Goldbelt Resources Ltd., the parent company,
      has non-capital losses of approximately $6,133,927, which may be carried
      forward to apply against future years income for Canadian income tax purposes,
      subject to final determination by taxation authorities expiring as follows:



|    | In addition, Goldbelt Resources Ltd.,
        the parent company, has capital loss carry forwards for Canadian income
        tax purposes of approximately $3,668,971, which maybe carried forward
        indefinitely, subject to final determination by taxation authorities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.  | Financial instrument disclosure
        The carrying amounts for cash, accounts receivable, notes receivable,
        accounts payable and accrued liabilities and loans payable on the balance
        sheets approximates fair value because of the limited term of these instruments.
        The directors on a regular basis review the value of the Companys
        investment to determine if a permanent impairment in value has occurred.
        The fair value of the Companys investment is given in note 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | Significant and subsequent events
        On December 8, 1998, the Companys shares were halted from trading
        on the Exchange pending an announcement. In February 1999, the Company
        announced a proposed acquisition of Regal, which would have resulted in
        a reverse takeover. On April 2, 2001, trading in the shares of the Company
        resumed under the Inactive designation upon the Company announcing that
        its proposed reverse takeover and acquisition had terminated. As such,
        the Company is prohibited from granting stock options and principals are
        prohibited from exercising previously granted stock options. In accordance
        with Exchange policy, the Company is expected to initiate its reorganization
        within eighteen months of being designated Inactive and is required to
        achieve Tier Maintenance Requirements no later than October 2, 2002 (extended
        to November 15, 2002), failing which trading in the securities of the
        Company may be suspended.
        10

---

---

(Expressed in Canadian dollars)

|10.     | Significant and subsequent
        events(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | On October 22, 2002, the Company made
        application to the Exchange to request an extension to May 15, 2003 to
        complete the reorganization and achieve Tier Maintenance Requirements.
        There is no assurance that the Exchange will grant a further extension
        and if the extension is not granted, the Exchange may proceed with suspension.                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The Company has initiated the following
        steps in its reorganization plans:                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The Company will be required to complete
        the following steps to complete a reorganization:                                                                                                                                                                                                                                                                                                                                                                                      
|        | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|**11.** | Differences between Canadian and United States generally
      accepted accounting principles                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | The Company prepares its consolidated
        financial statements in accordance with accounting principles generally
        accepted in Canada (Canadian GAAP) which, as applied in these
        consolidated financial statements, conform in all material respects to
        those accounting principles generally accepted in the United States (U.S.
        GAAP) and the rules and regulations of the Securities and Exchange
        Commission, except as set out below.

| | a) | Loss and loss
        per share                                   |   |           |   |   |           |   |   |           |  
| | -- | ----------------------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | -
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    |                                                                   |   | 2002      |   |   | 2001      |   |   | 2000      |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    | Loss under Canadian and U.S. GAAP                                 | $ | (106,545  | ) | $ | (138,189  | ) | $ | (27,955   | )
| |    | Unrealized gain on long-term investment (notes
      11(d) & (e)) |   | 223,525   |   |   | 21,881    |   |   | -         |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    | Comprehensive
        income (loss) for year U.S. GAAP            | $ | 116,980   |   | $ | (116,308  | ) | $ | (27,955   | )
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    | Earnings
        (loss) per share U.S. GAAP                       | $ | 0.03      |   | $ | (0.02     | ) | $ | (0.01     | )
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  
| |    | Weighted
        average number of shares outstanding             |   | 4,655,137 |   |   | 4,655,137 |   |   | 4,655,137 |  
| |    |                                                                   |   |           |   |   |           |   |   |           |  

| | b) | Balance sheets                                                                                           |   |         |  |   |         | 
| | -- | -------------------------------------------------------------------------------------------------------- | - | ------- |  | - | ------- | 
| |    |                                                                                                          |   |         |  |   |         | 
| |    | The following table summarizes
        the balance sheet items which vary significantly under U.S. GAAP: |  
| |    |                                                                                                          |   |         |  |   |         | 
| |    |                                                                                                          |   | 2002    |  |   | 2001    | 
| |    |                                                                                                          |   |         |  |   |         | 
| |    |                                                                                                          |   |         |  |   |         | 
| |    | Investment                                                                                               |   |         |  |   |         | 
| |    | As
      determined under Canadian GAAP                                                                  | $ | 240,870 |  | $ | 240,870 | 
| |    | Adjustment
      for comprehensive income (notes 11(d) & (e))                                            |   | 245,406 |  |   | 21,881  | 
| |    |                                                                                                          |   |         |  |   |         | 
| |    |                                                                                                          |   |         |  |   |         | 
| |    | Investment
        as determined under U.S. GAAP                                                         | $ | 486,276 |  | $ | 262,751 | 
| |    |                                                                                                          |   |         |  |   |         | 

11

---

---

(Expressed in Canadian dollars)



|11. | Differences between Canadian and United States generally
      accepted accounting principles(continued) |  
|--- | -------------------------------------------------------------------------------------------------------- | -
|    |                                                                                                          |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | Shareholders equity                                                                                     |  
|    | Capital stock                                                                                            |  
|    | As determined under Canadian
      GAAP                                                                  | $
|    | Adjustment for interest costs
      (note 11(f))                                                         |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | As determined under U.S.
      GAAP                                                                      |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | Contributed surplus as determined under Canadian
      and U.S. GAAP                                     |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | Deficit                                                                                                  |  
|    | As determined under Canadian
      GAAP                                                                  |  
|    | Adjustment for interest costs
      (note 11(f))                                                         |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | As determined under U.S.
      GAAP                                                                      |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | Other accumulated comprehensive income (note
      11(d) & (f))                                          |  
|    |                                                                                                          |  
|    |                                                                                                          |  
|    | Shareholders equity as determined
      under U.S. GAAP                                                 | $
|    |                                                                                                          |  
|    |                                                                                                          |  

| | c) | Statements of cash flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | For the years ended June 30, 2002, 2001
        and 2000, there are no material differences between Canadian and U.S.
        GAAP as it relates to the consolidated statements of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | d) | The Company has classified its investment,
        which is recorded at cost as to Canadian GAAP as available for sale securities.
        Under U.S. GAAP, available for sale securities are carried at fair values
        with unrealized gains or losses reflected as a component of comprehensive
        income.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | e) | For purposes of the reconciliation to
        U.S. GAAP, the Company presents the disclosure of comprehensive income
        and its components. Comprehensive income includes all changes in equity
        during a period except shareholder transactions. For the Company, other
        accumulated income comprises only unrealized gains or losses on available
        for sale securities.                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | f) | Under U.S. GAAP, interest is required
        to be capitalized for qualifying assets and is intended to be that portion
        of the interest cost incurred during the assets acquisition periods,
        which theoretically could have been avoided if expenditures for the assets
        had not been made.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | g) | The Company applies Accounting Boards
        Opinion No. 25 Accounting for Stock Issued to Employees (APB
        25) in accounting for its stock based compensation plans. As the fair
        value of the underlying shares at the time of granting equaled the exercise
        price, no compensation cost has been recognized for the stock options
        granted in 2001. For purposes of the reconciliation to U.S. GAAP, the
        amount of the compensation cost determined on the basis of the fair market
        value at date of grant pursuant to the provisions of the Statement of
        Financial Accounting Standards No. 123, Accounting for Stock-Based
        Compensation (SFAS 123) is $Nil (2001 - $Nil; 2000 - $Nil).

12

---

---

(Expressed in Canadian dollars)

|11. |    | Differences between Canadian
        and United States generally accepted accounting principles(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | h) | Under U.S. GAAP, deferred tax
        assets and liabilities are determined based on the difference between
        the financialreporting and tax bases of assets and liabilities using enacted
        tax rates that will be in effect for the year in which thedifferences
        are expected to reverse. Under Canadian GAAP, substantially enacted rates
        are used to calculate tax assets and liabilities. For purposes of the
        reconciliation to U.S. GAAP, the amount is $Nil (2001 - $Nil; 2000 -$Nil).                                                                                                                       
|    |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | i) | The Company has determined
        there is no impact from the adoption of SFAS No. 133, Accounting
        for Derivative Instruments and Hedging Activities, which standardizes
        the accounting of derivative instruments.                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | j) | In August 2001, the FASB issued SFAS No.
        143, Accounting for Asset Retirement Obligations. SFAS No.
        143 requires that asset retirement obligations be recognized when they
        are incurred, and be capitalized as part of the assets carrying
        value and displayed as liabilities. SFAS No 143 also requires increased
        disclosure surrounding asset retirement obligations. SFAS is effective
        for fiscal years beginning after June 15, 2002. The Company does not expect
        that the implementation of these guidelines will have a material impact
        on its consolidated financial position.
|    |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | k) | In October 2001, the FASB issued
        SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived
        Assets. SFAS No. 144 requires that long-lived assets be classified
        as assets to be held and used, to be disposed of other than by sale, or
        to be disposed of by sale. It also prescribes various approaches to valuing
        these types of long-lived assets. SFAS No. 144 is effective for fiscal
        years beginning after December 31, 2001. The Company does not expect that
        the implementation of these guidelines will have a material impact on
        its consolidated financial position. 

13

---

GOLDBELT RESOURCES LTD. JUNE 30, 2002

SCHEDULES B & C
  SUPPLEMENTARY INFORMATION







---

GOLDBELT RESOURCES LTD.
  QUARTERLY AND YEAR END REPORT BC FORM FIN 51-901F FOR THE QUARTER ENDED JUNE 30, 2002

SCHEDULE B1Supplemental information requested in this schedule has been provided in
  the audited consolidated financial statements as at and for the year ended June
  30, 2002 appended hereto as Schedule A to BCSC Form FIN 51-901F.

SCHEDULE B2 
  Related party transaction disclosure is set out in note 7 to the audited consolidated
  financial statements as at and for the year ended June 30, 2002 appended hereto
  as Schedule A to BCSC Form FIN 51-901F.

SCHEDULE B3

a)        Securities issued during the
  year ended June 30, 2002

|Date | SecurityIssued | Type ofIssue | Number | Price | Proceeds | Consideration
|---- | -------------- | ------------ | ------ | ----- | -------- | -------------
|none |                |              |        |       |          |              

b)        Summary of options and warrants
  granted during the year ended June 30, 2002

|Expiry Date | Exercise Price | Number | Type
|----------- | -------------- | ------ | ----
|none        |                |        |     

SCHEDULE B4

a)        Authorized and issued share
  capital as at June 30, 2002

|                                                               |           |  |   |           
|-------------------------------------------------------------- | --------- |  | - | ----------
|                                                               | Number    |  |   | Amount    
|                                                               |           |  |   |           
|Authorized  100,000,000 common shares without par
      value |           |  |   |           
|                                                               |           |  |   |           
|Issued -                                                       | 4,655,137 |  | $ | 48,124,162
|                                                               |           |  |   |           

b)        Options, Warrants & Convertible
  Securities Outstanding as at June 30, 2002

|Expiry Date     | Exercise Price | Number | Type   
|--------------- | -------------- | ------ | -------
|August 25, 2002 | $2.001         | 57,000 | Options

1 Subsequent to the quarter end, the 57,000 stock options expired
  unexercised.

c)        Shares in Escrow or Subject
  to Pooling as at June 30, 2002

|Number | Type | Release Date | Reason for Issuance
|------ | ---- | ------------ | -------------------
|none   |      |              |                    

____________________________

1

---

GOLDBELT RESOURCES LTD. 
  QUARTERLY AND YEAR END REPORT BC FORM FIN 51-901F FOR THE QUARTER ENDED JUNE 30, 2002

SCHEDULE
  B4 (continued)

d)        Officers and Directors as
  at June 30, 2002

|Name             | Position              
|---------------- | ----------------------
|Brian C. Irwin   | Secretary and Director
|Paul P. Morgan   | President and Director
|Paul G. Naughton | Chairman and Director 











2

---

GOLDBELT RESOURCES LTD.
  QUARTERLY AND YEAR END REPORT BC FORM FIN 51-901F FOR THE QUARTER ENDED JUNE 30, 2002

SCHEDULE C  Management Discussion and Analysis

Review of operations for the year ended June 30, 2002 and incorporating activities
  up to October 22, 2002.

Overview 
  During the past year and to the date of this report, Goldbelt is continuing
  to pursue other opportunities in a number of sectors with the intention of acquiring
  a project of merit.

On December 8, 1998, the Companys shares were halted
  from trading on the Exchange pending an announcement. In February 1999, the
  Company announced a proposed acquisition of Regal, which would have resulted
  in a reverse takeover. On April 2, 2001, trading in the shares of the Company
  resumed under the Inactive designation upon the Company announcing that its
  proposed reverse takeover and acquisition had terminated. As such, the Company
  is prohibited from granting stock options and principals are prohibited from
  exercising previously granted stock options. In accordance with Exchange policy,
  the Company is expected to initiate its reorganization within twelve months
  of being designated Inactive and is required to achieve Tier Maintenance Requirements
  no later than October 2, 2002 (extended to November 15, 2002), failing which
  trading in the securities of the Company may be suspended.

On October 22, 2002, the Company made application to the Exchange
  to request an extension to May 15, 2003 to complete the reorganization and achieve
  Tier Maintenance Requirements. There is no assurance that the Exchange will
  grant a further extension and if the extension is not granted, the Exchange
  may proceed with suspension.

|The Company has initiated
        the following steps in its reorganization plans:
|----------------------------------------------------------------------------------
|1.                                                                                
|                                                                                  
|                                                                                  
|                                                                                  
|2.                                                                                

|                                                                                                
|------------------------------------------------------------------------------------------------
|The Company will be required to complete the following steps
      to complete a reorganization:
|1.                                                                                              
|2.                                                                                              

Liquidity and Capital Resources

To date, virtually all funding for the Companys
  ongoing operations have come from equity financing. During the most recent financial
  year, no new financings were completed. At June 30, 2002, the Company had working
  capital deficiency of $58,446. The ability of the Company to continue operations
  is dependent on the ability of the Company to complete the restructuring as
  outlined above to meet Exchanges Listing Requirements. There can be no
  assurance the Company will be successful in completing the restructuring.

1

---

GOLDBELT RESOURCES LTD.
  QUARTERLY AND YEAR END REPORT BC FORM FIN 51-901F FOR THE QUARTER ENDED JUNE 30, 2002

SCHEDULE C  Management Discussion and Analysis - continued

Year Ended June 30, 2002 Compared To Year Ended
  June 30, 2001 
  For the year ended June 30, 2002, the Companys loss totalled $106,545
  compared with loss of $138,189 for the corresponding prior period.

Revenues 
  Interest and other income including foreign exchange amounted to $6,949 for
  the year ended June 30, 2002 compared to $71,050 for the corresponding prior
  period. The decrease relates to settlement of the amount due from Regal for
  loan advances in July 2000, which was paid in full by November 2000.

Expenses 
  Operating expenses for the year ended June 30, 2002 were $113,494, representing
  a 43% decrease from $200,720, for the corresponding prior period.

Expenses incurred during the year ended June 30, 2002
  related to maintaining its listing on the TSX and restructuring of the
  company as follows:

|Professional fees                                                                                      |   |         | 
|------------------------------------------------------------------------------------------------------ | - | ------- | 
|Legal (general corporate
      and restructuring)                                                      | $ | 27,366  | 
|Audit, accounting
      and related services (audit, compliance and other services)                    |   | 29,220  | 
|Management consulting fees                                                                             |   |         | 
|Fees paid to outside
      party for administration of company operations                              |   | 12,784  | 
|Filing fees, transfer agent fees and shareholders communications (mailings,
      consolidation, etc.) |   | 23,925  | 
|General and administrative                                                                             |   | 20,199  | 
|                                                                                                       |   |         | 
|Total expenses                                                                                         | $ | 113,494 | 
|                                                                                                       |   |         | 

Investing Activities 
  No investing activities occurred during the year ended June 30, 2002.

Financing Activities 
  No financing activities occurred during the year ended June 30, 2002.

ACQUISITION OR ABANDONMENT OF RESOURCES PROPERTIES 
  None.

ACQUISITION OF FIXED ASSETS 
  None.

FINANCING AND USE OF PROCEEDS 
  No new financing completed during the year.

INVESTOR RELATIONS 
  The Company does not have any investor relations contract with an outside
  party and all investor relations activities currently being conducted are being
  performed by the company. There have been no major investor relations
  activities during the year.

2

---

GOLDBELT RESOURCES LTD.
  QUARTERLY AND YEAR END REPORT BC FORM FIN 51-901F FOR THE QUARTER ENDED JUNE 30, 2002

SCHEDULE C  continued

MANAGEMENT CHANGES 
  None

MATERIAL CONTRACTS 
  None

LEGAL PROCEEDINGS 
  None

CONTINGENT LIABILITIES 
  None

DEFAULT UNDER DEBT OR OTHER CONTRACTUAL OBLIGATIONS 
  None

SPECIAL RESOLUTIONS PASSED BY SHAREHOLDERS 
  None

OTHER 
  In part consideration for entering into the Settlement Agreement in July 2000
  with Regal Petroleum Corporation Limited (Regal), the Company was
  to be issued 176,000 shares of Regal if, as and when the entity was listed on
  a recognized stock exchange. On September 25, 2002, the Company was issued 176,000
  ordinary shares of Regal Petroleum Plc, a public company listed on the London
  Stock Exchange, subject to a one-year hold period. The market value of the Regal
  Petroleum Plc shares at date of issue was $260,885. For further details on the
  Settlement Agreement, refer the note 5 to the consolidated financial statements
  for the financial year end appended hereto as Schedule A to BCSC Form FIN 51-901F.

3

---