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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

** ̈** REGISTRATION
  STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
  1934

OR

**x** ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended February 28, 2003

OR

** ̈** TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-30084

LINUX GOLD CORP.
  (Exact name of registrant as specified in its charter)

British Columbia, Canada 
  (Jurisdiction of incorporation or organization)

1103-11871 Horseshoe WayRichmond, British Columbia V7A 5H5, Canada 
  (Address of principal executive offices)

Securities registered pursuant to Section 12(g) of the Act:
  Common Stock, no par value 
  (Title of Class)

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

None

Indicate the number of outstanding
  shares of each of the issuer's class of capital or common stock 
  as of the close of the period covered by the annual report.

|Title of Each Class         |  | Outstanding at February 28, 2003
|--------------------------- |  | --------------------------------
|Common Shares, no par value |  | 56,983,413                      

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 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**x**                       No** ̈**

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

Item 17. ** ̈**
                          Item
  18.**x**

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TABLE OF CONTENTS

| | PART I   |                                                                                                   | 6  | 
| | -------- | ------------------------------------------------------------------------------------------------- | -- | 
| | ITEM 1.  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS                                             | 6  | 
| | ITEM 2.  | OFFER AND STATISTICS AND EXPECTED TIMETABLE                                                       | 6  | 
| | ITEM 3.  | KEY INFORMATION                                                                                   | 6  | 
| | A.       | SELECTED FINANCIAL DATA                                                                           | 6  | 
| | B.       | CAPITALIZATION AND INDEBTEDNESS                                                                   | 8  | 
| | C.       | REASON FOR THE OFFER AND USE OF PROCEEDS                                                          | 8  | 
| | D.       | RISK FACTORS                                                                                      | 8  | 
| | ITEM 4.  | INFORMATION ON THE COMPANY                                                                        | 11 | 
| | A.       | HISTORY AND DEVELOPMENT                                                                           | 11 | 
| | B.       | BUSINESS OVERVIEW                                                                                 | 12 | 
| | C.       | ORGANIZATIONAL STRUCTURE                                                                          | 16 | 
| | D.       | PROPERTY, PLANT AND EQUIPMENT                                                                     | 16 | 
| | ITEM 5.  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                                      | 18 | 
| | A.       | OPERATING RESULTS                                                                                 | 19 | 
| | B.       | LIQUIDITY AND CAPITAL RESOURCES                                                                   | 19 | 
| | C.       | RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.                                              | 20 | 
| | D.       | TREND INFORMATION                                                                                 | 20 | 
| | ITEM 6.  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                                        | 21 | 
| | A.       | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                                        | 21 | 
| | B.       | COMPENSATION                                                                                      | 23 | 
| | C.       | BOARD PRACTICES                                                                                   | 24 | 
| | D.       | EMPLOYEES                                                                                         | 24 | 
| | E.       | SHARE OWNERSHIP                                                                                   | 24 | 
| | ITEM 7.  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                                 | 25 | 
| | A.       | MAJOR SHAREHOLDERS                                                                                | 25 | 
| | B.       | RELATED PARTY TRANSACTIONS.                                                                       | 25 | 
| | C.       | INTERESTS OF EXPERTS AND COUNSEL                                                                  | 25 | 
| | ITEM 8.  | FINANCIAL INFORMATION                                                                             | 26 | 
| | A.       | CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION                                           | 26 | 
| | B.       | SIGNIFICANT CHANGES                                                                               | 26 | 
| | ITEM 9.  | THE OFFER AND LISTING                                                                             | 26 | 
| | ITEM 10. | ADDITIONAL INFORMATION                                                                            | 27 | 
| | A.       | SHARE CAPITAL                                                                                     | 27 | 
| | B.       | MEMORANDUM AND ARTICLES OF ASSOCIATION                                                            | 27 | 
| | C.       | MATERIAL CONTRACTS                                                                                | 27 | 
| | D.       | EXCHANGE CONTROLS                                                                                 | 28 | 
| | E.       | TAXATION                                                                                          | 28 | 
| | F.       | DIVIDENDS AND PAYING AGENTS                                                                       | 28 | 
| | G.       | STATEMENT BY EXPERTS.                                                                             | 29 | 
| | H.       | DOCUMENTS ON DISPLAY.                                                                             | 29 | 
| | I.       | SUBSIDIARY INFORMATION                                                                            | 29 | 
| | ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                        | 29 | 
| | ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                                            | 29 | 
| | PART II  |                                                                                                   | 30 | 
| | ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES                                                    | 30 | 
| | ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.                     | 30 | 
| | A.       | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS                                          | 30 | 
| | B.       | USE OF PROCEEDS                                                                                   | 30 | 
| | ITEM 15. | CONTROLS AND PROCEDURES                                                                           | 30 | 
| | ITEM 16. | AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL
      ACCOUNTANT FEES AND SERVICES | 30 | 
| |          |                                                                                                   |    | 
| | A.       | AUDIT COMMITTEE FINANCIAL EXPERT                                                                  | 30 | 

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| | B.             | CODE OF ETHICS                         | 31 | 
| | -------------- | -------------------------------------- | -- | 
| | C.             | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 31 | 
| | PART III       |                                        | 31 | 
| | ITEM 17.       | FINANCIAL STATEMENTS                   | 31 | 
| | ITEM 18.       | FINANCIAL STATEMENTS                   | 31 | 
| | ITEM 19.       | EXHIBITS                               | 32 | 
| | SIGNATURE PAGE | 34                                     |   

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GLOSSARY OF MINING TERMS

We are required under Canadian law (National Instrument 43-101
  Standards Of Disclosure For Mineral Projects) (NI 43-101) to calculate
  and categorize mineral reserve, proven mineral reserve,
  probable mineral reserve, mineral resource, measured
  mineral resource, indicated mineral resource and inferred
  mineral resource under the Canadian Institute of Mining Metallurgy and
  Petroleum (CIM) Standards on Mineral Resources and Reserves - Definitions
  and Guidelines adopted by the CIM in August 2000. These standards establish
  definitions and guidelines for the reporting of exploration information, mineral
  resources and mineral reserves in Canada. These definitions have not been adopted
  for use in the United States of America by the Securities and Exchange Commission.
  Under these guidelines, the CIM definitions of proven and probable reserves
  equate to the definitions of proven and probable reserves as set out in Guide
  7 of the Securities Act Industry Guides. In addition, Canadian law requires
  disclosure of mineral resources that equate to measured, indicated and inferred
  resources.

The following is a glossary of some of the terms used in the
  mining industry and referenced herein:

assay  a precise and accurate analysis of the
  metal contents in an ore or rock sampleAu - gold.auger drill  a handheld machine that produces small, continuous
  core samples in unconsolidated materialscontained gold  total measurable gold in grams or ounces estimated
  to be contained within a mineral deposit. Makes no allowance for economic criteria,
  mining dilution or recovery losses. diamond drill  a large machine that produces a more or less continuous
  core sample of the rock or material being drilled. feasibility study  a detailed report assessing the feasibility, economics
  and engineering of placing a mineral deposit into commercial production geological resource  a body of mineralized material which has not
  yet been determined to be ore, and the potential for mining of which has not
  yet been determined. Geological resources are categorized as possible, probable
  and proven, according to the degree of certainty with which their grade and
  tonnage are known; geological resources are sometimes referred to as a 
  mineral resource or  mineral inventory. gm/mtor gpt- grams per tonne. gold deposit - means a mineral deposit mineralised with gold. gold resource  see geological or mineral resource grams per cubic meter - alluvial mineralisation measured by grams of gold
  contained per cubic meter of material, a measure of gold content by volume not
  by weight. lode mining  mining of gold bearing rocks, typically in the form of
  veins or stockworks measured resourcemeans that part of a mineral resource for which quantity,
  grade or quality, densities, shape, physical characteristics are so well established
  that they can be estimated with confidence sufficient to allow the appropriate
  application of technical and economic parameters, to support production planning
  and evaluation of the economic viability of the deposit. The estimate is based
  on detailed and reliable exploration, sampling and testing information gathered
  through appropriate techniques from locations such as outcrops, trenches, pits,
  workings and drill holes that are spaced closely enough to confirm both geological
  and grade continuity. mineral reservemeans the economically mineable part of a measured or indicated
  resource demonstrated by at least a preliminary feasibility study. This study
  must include adequate information on mining, processing, metallurgical, economic
  and other relevant factors that demonstrate, at the time of reporting, that
  economic extraction can be justified. A mineral reserve includes diluting materials
  and allowances for losses that may occur when the material is mined.

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mineral resourcemeans a concentration or occurrence
  of natural, solid, inorganic or fossilized organic material in or on the Earths
  crust in such form and quantity and of such a grade or quality that it has reasonable
  prospects for economic extraction. The location, quantity, grade, geological
  characteristics and continuity of a mineral resource are known, estimated or
  interpreted from specific geological evidence and knowledge. net profit interest (NPI)  effectively a royalty based on the net
  profits generated after recovery of all costs net smelter royalty or NSR - a royalty based on the gross proceeds
  received from the sale of minerals less the cost of smelting, refining, freight
  and other related costs. nugget effect  an effect of high variability of gold assays, due to
  the gold occurring in discreet coarse grains such that their content in any
  given sample is highly variable ore  a naturally occurring rock or material from which economic minerals
  can be extracted at a profit ounce or oz. - a troy ounce or 20 pennyweights or 480 grains or 31.103 grams.opt troy ounces per ton probable reserve- the economically mineable part of an indicated, and in
  some circumstances a measured resource demonstrated by at least a preliminary
  feasibility study. This study must include adequate information on mining, processing,
  metallurgical, economic, and other relevant factors that demonstrate, at the
  time of reporting, that economic extraction can be justified.prospect  an area prospective for economic minerals based on geological,
  geophysical, geochemical and other criteria proven reservemeans the economically mineable part of a measured resource
  demonstrated by at least a preliminary feasibility study. This study must include
  adequate information on mining, processing, metallurgical, economic, and other
  relevant factors that demonstrate, at the time of reporting, that economic extraction
  is justified. reverse circulation drill a large machine that produces a continuous
  chip sample of the rock or material being drilled ton- short ton (2,000 pounds). tonne- metric tonne (2,204.6 pounds). trenching  the surface excavation of a linear trench to expose mineralization
  for sampling vein  a tabular body of rock typically of narrow thickness and often
  mineralized occupying a fault, shear, fissure or fracture crosscutting another
  pre-existing rock

For ease of reference, the following conversion factors
  are provided:

|1 mile | = 1.609 kilometres | 2,204 pounds             | = 1 tonne     
|------ | ------------------ | ------------------------ | --------------
|1 yard | = 0.9144 meter     | 2,000 pounds/1 short ton | = 0.907 tonne 
|1 acre | = 0.405 hectare    | 1 troy ounce             | = 31.103 grams

Unless the context otherwise requires, all references to the
  Registrant or the Company or Linux refer
  to Linux Gold Corp. All monetary figures are in terms of United States dollars
  unless otherwise indicated.

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Foreign Private Issuer Status

Foreign Private Issuer Status:

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.), (the
  "Company), is a Canadian corporation incorporated under the laws of the
  Province of British Columbia. Over 50% of its common stock is held by non-United
  States citizens and residents; our business is administered principally outside
  the United States; and more than 50% of our assets issuer are located outside
  the United States. As a result, we believe that we qualify as a "foreign private
  issuer" for continuing to report regarding the registration of our common stock
  using this Form 20-F annual report format.

PART I

ITEM 1.          IDENTITY OF
  DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 1 is not required.
  Please see Item 6  Directors, Senior Management and Employees 
  Directors and Senior Management.

ITEM 2.          OFFER AND STATISTICS
  AND EXPECTED TIMETABLE

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 2 is not required.

ITEM 3.         
  KEY INFORMATION

A.          SELECTED
  FINANCIAL DATA

The summary consolidated financial information set forth below
  should be read in conjunction with, and is qualified in its entirety by reference
  to, the Consolidated Financial Statements, as of and for the years ended February
  28, 2003 and 2002, together with the notes thereto, which appear elsewhere in
  this annual report. The Consolidated Financial Statements as of and for the
  years ended February 28, 2003 and 2002 have been audited by Manning Elliott.
  The Consolidated Financial Statements are prepared in accordance with U.S. GAAP.
  See Note 2 of the Notes to Consolidated Financial Statements.

The selected financial data set forth in the following table
  is expressed in Canadian dollars. Since June 1, 1970, the Government of Canada
  has permitted a floating exchange rate to determine the value of the Canadian
  dollar as compared to the United States dollar. At February 28, 2003, US$1.00
  was equal to approximately C$1.4880.

The following represents our selected financial data for each
  of the past five fiscal years, ending on February 28/29. The data presented
  is prepared in accordance with generally accepted accounting principles in the
  United States:

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Fiscal Years Ended February 28/29

|                                                            | 2003      | 2002        | 2001            | 2000        | 1999     
|----------------------------------------------------------- | --------- | ----------- | --------------- | ----------- | ---------
|Net Revenue                                                 |           | $      -    | $       146,429 | $       -   | $       -
|Income (loss) from continuing operations                    | (150,020) | (420,261)   | (1,357,802)     | (1,390,772) | (129,212)
|Income (loss) from discontinued operations                  | -         | (366,448)   | (1,971,861)     | -           | -        
|Income (loss) from continuing operations per Common Share   | (.01)     | (.02)       | (0.10)          | (0.13)      | (0.02)   
|Income (loss) from discontinued operations per Common Share | -         | (.01)       | (.14)           | -           | -        
|Total Assets                                                | 92,719    | 11,240      | 216,934         | 543,404     | 6,574    
|Working Capital (deficit)                                   | (514,235) | (1,549,592) | (1,695,634)     | 451,376     | (171,653)
|Shareholders Equity (deficit)                              | (514,233) | (1,542,141) | (1,621,612)     | 455,947     | (171,651)
|Cash Dividends per common share                             | $ nil     | $ nil       | $ nil           | $ nil       | $ nil    

Reference is made to "Item 4. Information on the Company"
  and "Item 5. Operating and Financial Review and Prospects for a
  description of the initiation and progression of our activities since incorporation.

Currencies and Exchange Rates:

We publish our financial statements in Canadian dollars. Unless
  otherwise indicated, monetary amounts referred to in this annual report are
  in Canadian dollars. Unless otherwise indicated, all translations from Canadian
  dollars to US dollars have been made at a rate of CDN$ 1.4880 to US$ 1.00, the
  noon buying rate as certified for customs purposes by the Federal Reserve Bank
  of New York (the "Noon Buying Rate") on February 28, 2003. We do not represent
  that Canadian dollar or US dollar amounts could be converted into US dollars
  or Canadian dollars, as the case may be, at any particular rate, the rates below
  or at all. On July 10, 2003, the Noon Buying Rate was CDN$ 1.3822 to US$ 1.00.
  The following table sets forth noon buying rate for US dollars 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 periods indicated:

The following table reflects the monthly high and low exchange
  rates for U.S.$1.00 to the Canadian dollar for the following periods.

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|Month    | Year | High (CAD$) | Low (CAD$)
|-------- | ---- | ----------- | ----------
|December | 2002 | 1.5620      | 1.5559    
|January  | 2003 | 1.5442      | 1.5371    
|February | 2003 | 1.5161      | 1.5092    
|March    | 2003 | 1.4801      | 1.4714    
|April    | 2003 | 1.4639      | 1.4543    
|May      | 2003 | 1. 3908     | 1. 3789   
|June     | 2003 | 1.3768      | 1.3348    

The following table lists the average exchange rate for US$1.00
  to the Canadian dollar for the last five years based on the average month-end
  exchange rates.

|Year | Average | Low/High       | February 28/29
|---- | ------- | -------------- | --------------
|2003 | 1.5438  | 1.5995 / 1.488 | 1.4880        
|2002 | 1.5625  | 1.5102/1.6128  | 1.6049        
|2001 | 1.4954  | 1.4470/1.5600  | 1.5320        
|2000 | 1.4737  | 1.4956/1.4475  | 1.4498        
|1999 | 1.4956  | 1.5465/1.4159  | 1.5078        

B.          CAPITALIZATION AND
  INDEBTEDNESS

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in this Item 3.B is
  not required

C.          REASON
  FOR THE OFFER AND USE OF PROCEEDS

This Form 20-F is being filed as an annual report under the
  Exchange Act, and accordingly, the information called for in Item 3.C is not
  required.

D.          RISK
  FACTORS

The occurrence of any of the following risks could hurt our
  business, financial condition or results of operations. In such case, the trading
  price of our shares could decline and you could lose all or part of your investment.
  Other risks and uncertainties not now known to us or that we think are immaterial
  may also impair our business.

Our Limited and Changing Operating History.We initially focused the business of the Company on natural resource development.
  We changed direction becoming involved in the information technology industry
  to take advantage of the booming technology sector and the declining precious
  metals markets. We were not successful in that industry segment. We have returned
  our focus on mining and exploration. .

Exploration and Development Risks.There is
  no assurance given by the Company that our exploration and development programs
  and properties will result in the discovery, development or production of a
  commercially viable ore body. The business of exploration for minerals and mining
  involves a high degree of risk. Few properties that are explored are ultimately
  developed into producing mines. At present, none of the Registrants properties
  have defined ore bodies with reserves and resources, and the proposed exploration
  programs are an exploratory search for ore. There is no assurance that our mineral
  exploration and development activities will result in any discoveries of bodies
  of commercial ore.

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Unusual or unexpected geological structures or formations,
  fires, power outages, labour disruptions, floods, explosions, cave-ins, land
  slides and the inability to obtain suitable or adequate machinery, equipment
  or labour are other risks involved in the operation of mines and the conduct
  of exploration programs. We have relied and may continue to rely upon consultants
  and others for construction and operating expertise. The economics of developing
  gold and other mineral properties are affected by many factors including capital
  and operating costs, variations of the grade of ore mined, fluctuating mineral
  markets, costs of processing equipment and such other factors as government
  regulations, including regulations relating to royalties, allowable production,
  importing and exporting of minerals and environmental protection. Depending
  on the price of gold or other minerals produced, we may determine that it is
  impractical to commence or continue commercial production. Substantial expenditures
  are required to establish reserves through drilling, to develop metallurgical
  processes to extract metal from ore and to develop the mining and processing
  facilities and infrastructure at any site chosen for mining. No assurance can
  be given that funds required for development can be obtained on a timely basis.
  The marketability of any minerals acquired or discovered may be affected by
  numerous factors which are beyond our control and which cannot be accurately
  foreseen or predicted, such as market fluctuations, the global marketing conditions
  for precious and base metals, the proximity and capacity of milling facilities,
  mineral markets and processing equipment, and such other factors as government
  regulations, including regulations relating to royalties, allowable production,
  importing and exporting minerals and environmental protection.

Financing Risks.There is no assurance that
  we will be able to secure the financing necessary to explore, develop and produce
  our mineral properties.

We do not presently have sufficient financial resources or
  operating cash-flow to undertake solely all of our planned exploration and development
  programs. The development of our properties may therefore depend on obtaining
  a joint venture partners, and on our ability to obtain additional required financing.
  There is no assurance we will be successful in obtaining the required financing,
  the lack of which could result in the loss or substantial dilution of our interests
  (as existing or as proposed to be acquired) in our properties as disclosed herein.
  In addition, we have no experience in developing mining properties into production
  and its ability to do so will be dependent upon securing the services of appropriately
  experienced personnel or entering into agreements with other major mining companies
  which can provide such expertise.

As noted in our audited consolidated financial statements
  for the year ended February 28, 2003 we have incurred significant operating
  losses and have an accumulated deficit of $7,444,752 at February 28, 2003. Furthermore,
  we have working capital deficit of $514,235 as at February 28, 2003, which is
  not sufficient to achieve our planned business objectives. Our ability to continue
  as a going concern is dependent on continued financial support from our shareholders
  and other related parties, the ability of the Registrant to raise equity financing,
  and the attainment of profitable operations, external financings and further
  share issuances to meet our liabilities as they become payable.

Our ability to continue as a going concern is dependent on
  continued financial support from our shareholders and other related parties,
  our ability to raise equity capital financing, and the attainment of profitable
  operations, external financings and further share issuance to satisfy working
  capital and operating needs. The auditors report on the February 28, 2003
  consolidated financial statements include additional comments for U.S. readers
  that states that conditions exist that raise substantial doubt about our ability
  to continue as a going concern. The consolidated financial statements do not
  include adjustments that might result from the outcome of this uncertainty.

Significant Losses for the Foreseeable Future.We expect to incur significant losses for the foreseeable future and cannot
  be certain when or if we will achieve profitability. Failure to become and remain
  profitable will adversely affect the value of our Common Shares and our ability
  to raise capital and continue operations.

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Volatility of The Over-the-Counter Bulletin Board (OTC
  BB) may adversely affect the price of the Common Stock.Certain
  stocks listed on the OTC BB have recently experienced significant price and
  volume fluctuations and decreases which have adversely affected the market price
  of our and other stocks listed on the OTC BB without any regard to the underlying
  fundamentals of such stocks. These broad market fluctuations, which may occur
  in the future may continue to adversely affect the market price of the Common
  Stock.

We do not expect to pay cash dividends.
  We intend to retain any future earnings to finance our business and operations
  and any future growth. Therefore, we do not anticipate paying any cash dividends
  in the foreseeable future.

Potential lack of attractive investment targets.Continued
  volatility of stock prices on the OTC BB may have a material adverse effect
  on our ability to raise capital on the OTC BB or by private investment, and
  the price of our common stock could fluctuate substantially.

Estimates of Mineral Deposits.There is no assurance
  that any estimates of mineral deposits herein will not change. Although all
  figures with respect to the size and grade of mineralized deposits included
  herein have been carefully prepared by the Company, or, in some instances have
  been prepared, reviewed or verified by independent mining experts, these amounts
  are estimates only and no assurance can be given that any identified mineralized
  deposit will ever qualify as a commercially viable mineable ore body that can
  be legally and economically exploited.

Mineral Prices.There is no assurance that mineral
  prices will not change. The mining industry is competitive and mineral prices
  fluctuate so that there is no assurance, even if commercial quantities of a
  mineral resource are discovered, that a profitable market will exist for the
  sale of same.

Title Opinions. The existence of title
  opinions should not be construed to suggest that we have good and marketable
  title to all of our properties. We follow the usual industry practice in obtaining
  title opinions with respect to our lands. No examination has been made of the
  ground to determine if the Fish Creek Claims has been staked or assessment work
  carried out.

Regulatory Approvals. Our operations
  require the procurement of numerous permits and compliance with an extensive
  number of codes and regulations. Mining, exploration and exploitation permits
  are required. While we believe that all requirements in this regard have been
  met, failure to comply with regulatory requirements could result in permits
  being withdrawn or suspended. Further, changes in these regulations or in their
  application may adversely affect our operations.

Environmental Issues. We must comply with environmental
  laws and regulations. There can be no assurance that violations will not occur.
  In the event of a future violation of environmental laws we could be held liable
  for damages and for the costs of remedial actions. Environmental laws could
  become more stringent over time imposing greater compliance costs and increasing
  risks and penalties associated with a violation.

Other Factors. Our areas of business
  may be affected from time to time by such matters as changes in general economic
  conditions, changes in laws and regulations, taxes, tax laws, prices and costs,
  and other factors of a general nature which may have an adverse effect on our
  business.

Conflict of Interest. Some of our current officers
  and directors have other unrelated full-time positions or part-time employment.
  Some officers and directors will be available to participate in management decisions
  on a part-time or as-needed basis only. Our management may devote its time to
  other companies or projects which may compete directly or indirectly with us.

Third Party Reliance.Our rights to acquire
  interests in certain mineral properties have been granted by third parties who
  themselves hold only an option to acquire such properties. As a result, we may
  have no direct contractual relationship with the underlying property holder.

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ITEM 4.          INFORMATION
  ON THE COMPANY

A.          HISTORY
  AND DEVELOPMENT

The Company was incorporated on February 27, 1979 under a
  perpetual charter pursuant to the British Columbia Company Act by registration
  of its Memorandum and Articles and was extraprovincially registered in the Province
  of Alberta on October 12, 1995 under the name Flame Petro-Minerals Corp. At
  an extraordinary general meeting held on March 15, 2000, our shareholders approved
  the change of name of the Company from Flame Petro-Minerals Corp. to LinuxWizardry
  Systems, Inc, which name change was effected on March 21, 2000. At our annual
  meeting of shareholders on February 20, 2003, our shareholders approved the
  change of name of the Company from LinuxWizardry Systems, Inc. to Linux Gold
  Corp., which name change was effected March 18, 2003. Our authorized capital
  consists of 200,000,000 Common Shares without par value. Of these, 56,983,413
  shares were issued and outstanding as of February 28, 2003 and 58,783,413 shares
  were issued and outstanding as of the date of this Form 20-F. Our head office
  is located at #1103 -11871 Horseshoe Way, Richmond, B.C., V7A 5H5.

In November 1995, we made a public offering of 4,500,000 of
  our Common Shares at a price of $0.15 per share to residents of Alberta and
  British Columbia, and following the completion of the offering, our shares were
  listed on the Alberta Stock Exchange.

On November 3, 1999, we announced that we had become a fully
  reporting company to the United States Securities and Exchange Commission and
  our stock commenced trading on the OTC Bulletin Board under the symbol FPMCF.

On December 15, 1999 we announced that as a result of our
  common stock being listed on the OTC BB as a fully reporting company, we voluntarily
  applied for a delisting from the Alberta Stock Exchange (which merged in 2000
  with the Vancouver Stock Exchange to become the Canadian Venture Exchange, and
  has subsequently become the TSX Venture Exchange), which was effective the close
  of business on December 14, 1999.

On January 10, 2000, we acquired all the issued capital stock
  of LinuxWizardry, Inc. for 2,000,000 shares of the Company's restricted common
  stock pursuant to Rule 144 of the SEC. These shares were valued at US$0.375
  per share or Cnd$1,087,500. LinuxWizardry, Inc. was a newly created Florida
  Corporation owned by four individuals. LinuxWizardry, Inc. developed Linux-based
  enterprise software and hardware for end-to-end networking solutions for small
  and medium sized businesses. On June 30, 2001, the business operations of this
  subsidiary were discontinued. It has no assets remaining. Please refer to Note
  1 to our Financial Statements attached hereto.

On March 15, 2000 we held a shareholders meeting at which
  our shareholders voted to change our name from Flame Petro-Minerals Corp. to
  LinuxWizardry Systems, Inc. and selected the new requested symbol LNXWF. Our
  shareholders also approved an amended stock option plan. At that time, our new
  name, LinuxWizardry Systems, Inc. and the new symbol, LNXWF, more closely represented
  our then current business activities.

On February 20, 2003 we held a shareholders meeting at which
  our shareholders voted to change our name from LinuxWizardry Systems, Inc. to
  Linux Gold Corp. and obtained a new OTC BB trading symbol LNXGF. We believe
  our new name, Linux Gold Corp. more closely represents our true business activities.

Since our inception and during the three fiscal years ending
  in February 2003, we had been involved in oil and gas exploration/production,
  development of Linux-based enterprise software and hardware for end-to-end networking
  solutions for small and medium sized businesses and, more recently, returned
  our focus to mineral property development. We have investigated several mineral
  properties in Canada, the United States and more recently in Chile.

- 11 -

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We also own a 1.277% net working interest in an oil well located
  in Fayette County, Texas. To date, we have received no revenues from our mining
  property activities, and have received negligible net revenues after operating
  costs from our interest in the Fayette County oil well during the past five
  fiscal years. As a result, we wrote down our interest in the oil well located
  in Fayette County to $1.

We have no current plans to pursue further activities in either
  the oil or gas business.

Our current plans are to joint venture and explore our mineral
  properties in Northern B.C. and Alaska. The Company has acquired a 100% interest
  in the TY and ORO properties in B.C. and has a 50% interest in the Fish Creek
  in Alaska, which is optioned to Teryl Resources Corp.

We are currently in the development stage and equity financing
  is required to continue development and commercial exploitation of the software.
  As a result of the uncertainty that is typical in a development stage company
  there is doubt about our ability to continue as going concern as ultimate success
  will be based on securing adequate equity financing and/or the attainment of
  a commercially profitable business.

B.          BUSINESS
  OVERVIEW

Nature of the Companys Operations

Mineral Properties

Fish Creek Claims, Alaska

We currently own a 50% joint venture interest in 30 mining
  claims known as the Fish Creek Prospect, located in the Fairbanks Mining Division
  in Alaska. These claims are subject to an option agreement with Teryl Resources
  Corp.

During the time our corporate direction was focused on the
  development of Linux-based enterprise software and hardware, we wrote down the
  Fish Creek Prospect mineral property holdings to $1 (see Note 4 to our Financial
  Statements).

On March 5, 2002 we announced that a joint venture has been
  completed for a 50% interest in 30 Fish Creek claims in Alaska based on the
  following terms and conditions. Teryl Resources Corp. will issue 200,000 treasury
  shares of its common shares, which shares were issued on December 16, 2002,
  and will give to Linux Gold Corp. a 5% royalty interest until $2,000,000 U.S.
  has been received from the royalty payments. Teryl Resources Corp. may purchase
  the 5% net royalty for $500,000 U.S. within 1 year after production. Teryl also
  agrees to expend a minimum of $500,000 U.S. after three years from the date
  of the agreement.

The Fish Creek claims are adjacent to the Teryl/Kinross joint
  venture Gil claims. After five years of intensive exploration on the Gil claim
  group the joint venture has delineated a drill indicated/inferred gold deposit
  of 10,000,000 tons of .04 gold per ton (400,000 ounces au).

On September 17, 2002, we announced the receipt of confirmation
  of an approved mining lease. The main advantage of the Fairbanks, Alaska mining
  lease is that any past or future claim disputes have been eliminated. This mining
  lease clearly delineates our 30 claims, which were previously overstaked.

Our Engineer has recommended to extend the Fish Creek claims
  previous line of forty auger drill holes and based on positive results follow
  up with additional reverse circulation and/or diamond drilling. The exploration
  program will commence immediately after the weather conditions permit.

- 12 -

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On November 4, 2002, we amended the March 5, 2002 agreement
  with Teryl Resources Corp. We agreed that in consideration for receiving a mining
  license which was not disclosed to us at the time of the March 5, 2002 agreement,
  both parties agreed to grant Linux a back in working interest for a 25% interest
  in the mining lease after Teryl completes the $500,000 expenditures.

On February 3, 2003, we announced that the exploration permit
  had been submitted to the Alaska Department of Mines to drill the Fish Creek
  Claims.

On February 20, 2003 we announced that Teryl Resources Corp.
  had commenced drilling on the Fish Creek Claims to test several magnetic anomalies
  for a potential lode and placer gold deposit.

The drill fence planned to extend NW-SE approximately parallel
  to Too Much Gold Creek and consist of 6 drill holes to an estimated depth of
  200 feet. The current budget allowed an additional 300 feet of drilling as needed
  to deepen planned holes or drill additional holes. The targets selected tested
  for both lode and placer gold mineralization.

At least one hole targeted a coincident magnetic high on the
  left limit bench of Fish Creek opposite the mouth of Too Much Gold Creek in
  an area where previous drilling indicated $10/yd3 values (gold price
  used unknown). All of the holes that intersect gravel will be tested for alluvial
  gold as well as lode gold.

The second target to be tested was the potential for skarn-hosted
  gold-arsenic-bismuth mineralization similar to that on the adjacent Gil claims.
  Once each hole had reached the gravel-bedrock interface, drilling extended 50
  to 100 feet into bedrock to determine its potential for lode mineralization.
  The rig geologist was on-site full-time to make this appropriate determinations.

Samples were collected on five-foot centers, bagged on-site
  and shipped directly to XRAL Laboratories sample preparation facility
  in Fairbanks, Alaska. All samples were analyzed for gold via fire assay techniques
  plus a multi-element suite via ICP-MS methods.

On March 19, 2003 we announced the completion of the Fish
  Creek reverse circulation drilling program. A total of five holes were drilled
  to test several magnetic anomalies for potential placer and lode gold mineralization.
  Hard rock samples were submitted to Chemex Labs, in Fairbanks, Alaska, for assays
  and the placer samples were bagged and stored in our warehouse awaiting warmer
  weather to process them. Additional core drilling will be recommended on the
  Phase II exploration program based on favorable results from the current drilling
  program.

TY Gold Property, Bralorne Mining District, British
  Columbia

On May 2, 2003 we announced that we had acquired an option
  to a 100% interest in 21 units in the Bralorne/Lillooet mining division in British
  Columbia, called the TY Gold Property. We will pay CAD$30,000 over three years
  and 150,000 common shares. The TY Gold Property is subject to a 2% net smelter
  interest (NSR). We have an option to purchase each 1% NSR for CAD$1,000,000
  prior to production. The TY Gold Property is adjacent to our newly acquired
  ORO Property and is located 12 miles from the Bralorne Pioneer Gold Mine, which
  since its discovery has produced 4.1 million ounces of gold. We now have a total
  of 41 units in the Bralorne area.

Previous drilling completed on the TY Gold Property on the
  Beta zone encountered values up to 5 feet of 5.86 oz/ton silver and 1.129 oz
  ton gold. Additional drilling has been recommended by Sampson Engineering Inc.
  to further explore the Beta zone.

On June 23, 2003, we announced that we had completed laying
  1,800 feet of grid lines over the Beta Gold zone on its TY Gold prospect, in
  preparation for a drill program. Previous drilling on the Beta Gold zone encountered
  significant gold grades, with the highest value in hole 87-8,

- 13 -

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which encountered 15 feet of 0.93 ounces of gold per ton with
  3.5 ounces of silver from 65-80 feet from the surface (a five foot intersection
  of 1.7 ounces of gold per ton is included in this intersection). Hole 87-9 encountered
  10 feet of 0.69 ounces per ton gold including a five-foot intersection of 1.13
  ounces of gold per ton from 165 feet to 175 feet.

The Beta Gold zone remains open down dip to the west and the
  1,800 foot grid crosses over two additional known gold zones. A proposed phase
  I drill program will be initiated to confirm previous drill results completed
  in 1987, in a search for a bulk tonnage gold deposit.

Duna Choapa Norte Orebody and La Barca Orebody, Chile

On April 28, 2003, we announced that the Company acquired
  a non-exclusive option to participate in a 60% interest in two heavy mineral/gold
  sands deposits in Chile, S.A., subject to a 5% net profit interest. The terms
  are an option payment of US$600,000 and financing a pilot mill for estimated
  costs of US$2,000,000. We also agreed to fund a complete 7,200 ton per day production
  plant within 12 months from the production date of the prototype mill. The terms
  and conditions are subject to all regulatory approvals, financing and a favourable
  due diligence carried out by Linux Gold Corp. The option agreement has been
  terminated due to expiration of the option agreement date.

ORO Property, Lillooet Mining Division, British Columbia

On April 14, 2003 we announced that we acquired a 100% interest
  in 20 mineral claim units, subject to a 2% net smelter return, called the ORO
  property in the Lillooet Mining Division, BC, for $10,000 and 100,000 shares
  of Linux Gold Corp. We have the option to purchase back each 1% NSR return for
  CAD$1,000,000 prior to production. These claims are located 12 miles from the
  Bralorne Pioneer Gold Mine, which since its discovery, has produced 4.1 million
  ounces of gold worth some $1.5 billion at todays gold prices. Several
  EMVLF conductive zones have been located on the ORO property. The magnetic
  survey shows the entire property is underlain with sediments and volcanics,
  which are important in the placement of gold bearing quartz veins, according
  to the geophysical report surveyed and written by Columbia Airborne Geophysical
  Services.

Linux-based Router

As of June 30, 2001, we discontinued the business operations
  of our wholly-owned US subsidiary, LinuxWizardry, Inc. due to the depressed
  market conditions for the stock market, the financial condition of the Company
  and refocus of the Companys operations.

Our current business operations consist of the following:

Mailprotek.com

On March 27, 2002 we announced that a secure email solution
  has been licensed from www.mailprotek.com for the United States rights. We will
  offer our secure email and web mail services at www.mailprotek.com for less
  than $3.00 U.S. per month. A complete solution has been implemented by mailprotek.com
  to eliminate email-borne viruses and worms before they attack the users computer.
  The service will also include a real time spam filtering system to sort out
  unauthorized emails from reaching the email users mailbox. The mailprotek.com
  services will also enable our users to access their email from wherever they
  are through our webmail as an additional feature. This will include any hand
  held wireless applications such as a cellular phone or a PDA.

The service for MailProtek is currently on hold due to unfavourable
  interest in the technology.

In January, 2003, we announced that we had arranged a private
  placement. By way of news release dated March 28, 2003, we announced that the
  private placement closed.

- 14 -

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The Company sold 675,000 units to various investors. Each
  unit consists of one common share and one non-transferable share purchase warrant.
  Each warrant entitles the holder thereof to purchase an additional one common
  share, exercisable for a period of two years from the date of payment for the
  units, exercisable at a price of $0.12 in the first year with expiry dates ranging
  from January 30, 2004 to February 19, 2004 and $0.15 in the second year with
  expiry dates ranging from January 30, 2005 to February 19, 2005. The proceeds
  were added to working capital.

On February 26, 2003, we announced that stock options to individuals
  of 500,000 have been renegotiated to increase the options to 1,250,000, exercisable
  for term of five years from the date of renegotiation at a price of US$0.10
  per share. The Company has also granted incentive stock options to individuals
  of up to 600,000 common shares at a price of $US0.10, exercisable for a period
  of five years from the date of granting. The Company also cancelled stock options
  to individuals of 1,175,000 who are no longer with the Company.

Shareholder approval for the granting and exercise of incentive
  stock options was obtained at the Companys annual general meeting held
  on February 20, 2003.

Description of the Markets in Which the Company Competes

This is no longer applicable due to the discontinuance of
  the business operations of our wholly-owned subsidiary.

Competition

Significant and increasing competition exists for the limited
  number of gold acquisition opportunities available in North, South and Central
  America and elsewhere in the world. As a result of this competition, some of
  which is with large established mining companies which have greater financial
  and technical resources than the Registrant, the Registrant may be unable to
  acquire additional attractive gold mining properties on terms it considers acceptable.
  Accordingly, there can be no assurance that the Registrants exploration
  and acquisition programs will yield any new reserves or result in any commercial
  mining operation.

Seasonality

We believe that there is no seasonality which affects our
  business.

Availability of Raw Materials

We do not manufacture any products directly.

Marketing Strategy

We do not have any plans for a marketing strategy at this
  time.

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Dependence on Certain Commercial Agreements

We do not have any material agreements upon which we are dependent.

Material effects of Government

Exploration and development activities, require permits from
  various foreign, federal, state and local governmental authorities. To the best
  of our knowledge, we are operating in compliance with all applicable environmental
  regulations.

C.          ORGANIZATIONAL
  STRUCTURE

For a list of our significant subsidiaries, see Item
  10  Additional Information  Subsidiary Information.

D.          PROPERTY,
  PLANT AND EQUIPMENT

We do not own any properties. We currently utilize office
  space in a commercial business park building located in Richmond, British Columbia,
  Canada, a suburb of Vancouver. The space is shared with several other companies
  which share common management. The monthly rent for its portion of this 1,500
  square foot space is $500.00. The present facilities are believed to be adequate
  for meeting our needs for the immediate future. If required in the future, we
  do not anticipate that we will have any difficulty in obtaining additional space
  at favorable rates. There are no current plans to purchase or otherwise acquire
  any properties in the near future.

Since our inception and during the three fiscal years ending
  in February 2003, we had been involved in oil and gas exploration/production
  and more recently, mineral property exploration and development.

Fish Creek Claims, Alaska

We currently own a 50% joint venture interest in 30 mining
  claims known as the Fish Creek Prospect, located in the Fairbanks Mining Division
  in Alaska. These claims are subject to an option agreement with Teryl Resources
  Corp.

During the time our corporate direction was focused on the
  development of Linux-based enterprise software and hardware, we wrote down the
  Fish Creek Prospect mineral property holdings to $1 (see Note 4 to our Financial
  Statements).

On March 5, 2002 we announced that a joint venture has been
  completed for a 50% interest in 30 Fish Creek claims in Alaska based on the
  following terms and conditions. Teryl Resources Corp. will issue 200,000 treasury
  shares of its common shares, which shares were issued on December 16, 2002,
  and will give to Linux Gold Corp. a 5% royalty interest until $2,000,000 U.S.
  has been received from the royalty payments. Teryl Resources Corp. may purchase
  the 5% net royalty for $500,000 U.S. within 1 year after production. Teryl also
  agrees to expend a minimum of $500,000 U.S. after three years from the date
  of the agreement.

The Fish Creek claims are adjacent to the Teryl/Kinross joint
  venture Gil claims. After five years of intensive exploration on the Gil claim
  group the joint venture has delineated a mineralized gold deposit of 10,000,000
  tons of .04 gold per ton (400,000 ounces au).

On September 17, 2002, we announced the receipt of confirmation
  of an approved mining lease. The main advantage of the Fairbanks, Alaska mining
  lease is that any past or future claim disputes have been eliminated. This mining
  lease clearly delineates our 30 claims, which were previously overstaked.

Our Engineer has recommended to extend the Fish Creek claims
  previous line of forty auger drill holes and based on positive results follow
  up with additional reverse circulation and/or diamond drilling. The

- 16 -

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exploration program will commence immediately after the weather
  conditions permit.

On February 3, 2003, we announced that the exploration permit
  had been submitted to the Alaska Department of Mines to drill the Fish Creek
  Claims.

On February 20, 2003 we announced that Teryl Resources Corp.
  had commenced drilling on the Fish Creek Claims to test several magnetic anomalies
  for a potential lode and placer gold deposit.

The drill fence planned to extend NW-SE approximately parallel
  to Too Much Gold Creek and consist of 6 drill holes to an estimated depth of
  200 feet. The current budget allowed an additional 300 feet of drilling as needed
  to deepen planned holes or drill additional holes. The targets selected tested
  for both lode and placer gold mineralization.

At least one hole targeted a coincident magnetic high on the
  left limit bench of Fish Creek opposite the mouth of Too Much Gold Creek in
  an area where previous drilling indicated $10/yd3 values (gold price
  used unknown). All of the holes that intersect gravel will be tested for alluvial
  gold as well as lode gold.

The second target to be tested was the potential for skarn-hosted
  gold-arsenic-bismuth mineralization similar to that on the adjacent Gil claims.
  Once each hole had reached the gravel-bedrock interface, drilling extended 50
  to 100 feet into bedrock to determine its potential for lode mineralization.
  The rig geologist was on-site full-time to make this appropriate determinations.

Samples were collected on five-foot centers, bagged on-site
  and shipped directly to XRAL Laboratories sample preparation facility
  in Fairbanks, Alaska. All samples were analyzed for gold via fire assay techniques
  plus a multi-element suite via ICP-MS methods.

On March 19, 2003 we announced the completion of the Fish
  Creek reverse circulation drilling program. A total of five holes were drilled
  to test several magnetic anomalies for potential placer and lode gold mineralization.
  Hard rock samples were submitted to Chemex Labs, in Fairbanks, Alaska, for assays
  and the placer samples were bagged and stored in our warehouse awaiting warmer
  weather to process them. Additional core drilling will be recommended on the
  Phase II exploration program based on favorable results from the current drilling
  program.

Teryl Resources Corp. announces on May 6, 2003 that assays
  on the first phase of drilling on the Fish Creek claims, Alaska, have not revealed
  economic values on four out of the five hole reverse drilling program. Hole
  number five, however, intercepted 5 feet of 2.33 PPM gold between 45 
  50 feet from surface. The five-hole reverse circulation drill program was completed
  to test several magnetic anomalies for placer and lode gold values.

The next phase of drilling recommended is to locate the extension
  of the gold discovery on the adjoining Gil project, which may extend onto the
  Fish Creek property. The Gil project is a joint venture with Kinross Gold Corporation
  and is currently being drilled in a first phase US$830,000 exploration program
  to upgrade defined resources and expand known mineralization zones. Also recommended
  on Fish Creek is seismic exploration on the western portion of the property
  to locate economic placer channels.

TY Gold Property, Bralorne Mining District, British
  Columbia

On May 2, 2003 we announced that we had acquired an option
  to a 100% interest in 21 units in the Bralorne/Lillooet mining division in British
  Columbia, called the TY Gold Property. We will pay CAD$30,000 over three years
  and 150,000 common shares. The TY Gold Property is subject to a 2% net smelter
  interest (NSR). We have an option to purchase each 1% NSR for CAD$1,000,000
  prior to production. The TY Gold Property is adjacent to our newly acquired
  ORO Property and is located 12 miles from the Bralorne Pioneer Gold Mine, which
  since its discovery has produced 4.1 million ounces of gold. We

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now have a total of 41 units in the Bralorne area.

Previous drilling completed on the TY Gold Property on the
  Beta zone encountered values up to 5 feet of 5.86 oz/ton silver and 1.129 oz
  ton gold. Additional drilling has been recommended by Sampson Engineering Inc.
  to further explore the Beta zone.

On June 23, 2003, we announced that we had completed laying
  1,800 feet of grid lines over the Beta Gold zone on its TY Gold prospect, in
  preparation for a drill program. Previous drilling on the Beta Gold zone encountered
  significant gold grades, with the highest value in hole 87-8, which encountered
  15 feet of 0.93 ounces of gold per ton with 3.5 ounces of silver from 65-80
  feet from the surface (a five foot intersection of 1.7 ounces of gold per ton
  is included in this intersection). Hole 87-9 encountered 10 feet of 0.69 ounces
  per ton gold including a five-foot intersection of 1.13 ounces of gold per ton
  from 165 feet to 175 feet.

The Beta Gold zone remains open down dip to the west and the
  1,800 foot grid crosses over two additional known gold zones. A proposed phase
  I drill program will be initiated to confirm previous drill results completed
  in 1987, in a search for a bulk tonnage gold deposit.

Duna Choapa Norte Orebody and La Barca Orebody, Chile

On April 28, 2003, we announced that the Company acquired
  a non-exclusive option to participate in a 60% interest in two heavy mineral/gold
  sands deposits in Chile, S.A., subject to a 5% net profit interest. The terms
  are an option payment of US$600,000 and financing a pilot mill for estimated
  costs of US$2,000,000. We also agreed to fund a complete 7,200 ton per day production
  plant within 12 months from the production date of the prototype mill. The terms
  and conditions are subject to all regulatory approvals, financing and a favourable
  due diligence carried out by Linux Gold Corp. This Agreement has subsequently
  been terminated by reason of lack of funding and the option date expiring.

ORO Property, Lillooet Mining Division, British Columbia

On April 14, 2003 we announced that we acquired a 100% interest
  in 20 mineral claim units, subject to a 2% net smelter return, called the ORO
  property in the Lillooet Mining Division, BC, for $10,000 and 100,000 shares
  of Linux Gold Corp. We have the option to purchase back each 1% NSR return for
  CAD$1,000,000 prior to production. These claims are located 12 miles from the
  Bralorne Pioneer Gold Mine, which since its discovery, has produced 4.1 million
  ounces of gold worth some $1.5 billion at todays gold prices. Several
  EMVLF conductive zones have been located on the ORO property. The magnetic
  survey shows the entire property is underlain with sediments and volcanics,
  which are important in the placement of gold bearing quartz veins, according
  to the geophysical report surveyed and written by Columbia Airborne Geophysical
  Services.

We have no current plans to pursue further activities in either
  the linux-technology business or the oil and gas business, although we plan
  to retain our current property interests based on the potential that they may
  have some value in the future. The Company will be focused on developing its
  gold properties in B.C. and Alaska.

ITEM 5.         
  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with
  the Consolidated Financial Statements and Notes thereto included elsewhere herein.
  The Consolidated Financial Statements have been prepared in accordance with
  US GAAP.

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A.          OPERATING RESULTS

Fiscal 2002 compared to 2001 Discontinued Operations

During fiscal 2002, we discontinued the business operations
  of our wholly-owned subsidiary, LinuxWizardry, Inc.

Continuing Operations

During fiscal 2003, we received no in revenues from operations
  as compared to $1,078 revenues in 2002.

Administrative expenses in 2003 totaled $226,000 as compared
  to $416,383 in 2002. The expenses decreased from the prior year due to the inactivity
  of the Company. There were no financing costs compared to $25,272 in 2002. There
  was a foreign exchange gain of $33,854 compared to a foreign exchange loss of
  $3,547 in 2002. There was no interest on convertible debentures as compared
  to $6,913 in 2002. Office, rent and telephone totaled $13,448 compared to $25,713
  in 2002. Professional fees totaled $15,967 compared to $70,579 in 2002. In 2002,
  we wrote off obsolete inventory of $48,543. We also incurred an imputed interest
  charge of $90,500 compared to $115,000 in 2003. Imputed interest at 15% was
  charged to operations based on the advances from related parties and treated
  as donated capital.

In 2003 we recorded an option payment of $80,000 which represented
  the 200,000 shares we received pursuant to the joint venture agreement with
  Teryl Resources Corp. In 2003 we issued 3,000,000 shares to purchase a license
  from Mailprotek.com. The license value was valued at $238,000 but Mailprotek.coms
  were $25,000 which resulted in a deemed dividend of $213,800.

B.          LIQUIDITY
  AND CAPITAL RESOURCES

Liquidity and Capital Resources

In the past, we have derived most of our development and operating
  capital primarily from the issuance of capital stock. Minor amounts were derived
  from oil and gas revenues, and interest.

We have been successful in the past in acquiring capital through
  the issuance of shares of our Common Stock, and through advances from related
  parties. Although we intend to continue utilizing these sources, there has been
  no assurance in the past that these sources and methods would continue to be
  available in the future. On July 16, 1999, we received from John G. Robertson,
  its then President, currently the Chairman of the Board, a "Commitment to Provide
  Financing to Flame Petro-Minerals Corp. as Required for Ongoing Operations".
  In substance, the Commitment states that if we are not able to obtain funds
  required for maintaining our ongoing operations and status as a publicly traded
  company, from other sources, Mr. Robertson agrees and commits to provide, and/or
  arrange for any such funds for us on either a loan, equity, or combination basis,
  on mutually agreeable terms, and which comply with any regulatory rules and
  regulations applicable to such transactions. Mr. Robertson further states that
  such maintenance funding requirements are estimated at approximately C$50,000
  per year and that he is capable of arranging for such funding and/or is able
  to generate net earnings from revenues which will sustain our ongoing operations.

In the event that Mr. Robertson were not able to raise funds,
  and no other sources of capital were available to us in the future, on a reasonable
  financial basis, it would face the same obstacles as many small, undercapitalized
  companies do, and, in the worst case, we could be forced to reorganize or liquidate,
  either of which consequence would likely have an adverse financial effect upon
  our shareholders.

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Liquidity

During 2003 we financed our operations and received $152,000
  by:

| | (i)  | receiving financial support from companies
        affiliated with the President of the Company in the amount of $84,000.
        These amounts are unsecured, non-interest bearing and due on demand; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                           
| | (ii) | issuing shares for $67,500.                                                                                                                                                                               

During 2003, we spent $144,000 of these funds on operating
  activities as discussed above under Results of Operation for the Year Ended
  February 28, 2003 as compared to $363,000 the Year Ended February 29, 2002.

Our cash position has increased by $8,154 to $11,124 and our
  working capital deficit, as at February 28, 2003 is $514,235.

C.          RESEARCH
  AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Our aggregate research and development expenditures over the
  past three years ended February 28, 2001, February 28, 2002 and February 28,
  2003 amount to $$1,071,240, $63,729, and $nil respectively. We do not hold any
  patents, trademarks or copyrights.

D.          TREND
  INFORMATION

We currently have no active business operations that would
  be effected by recent trends in productions, sales, etc. We have no material
  net sales or revenues that would be affected by recent trends other than the
  general effect of mineral prices on our ability to raise capital and those other
  general economic items.

E.          OFF-BALANCE
  SHEET ARRANGEMENTS

There are no known significant off-balance sheet arrangements
  other than those disclosed in this Form 20-F and in our audited consolidated
  financial statements for the year ended February 28, 2003.

F.          TABULAR
  DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As we explore our properties, we decide which ones to proceed
  with and which ones to abandon. To fully exercise the options under various
  agreements for the acquisition of interests in properties located in Canada
  and Chile, we must incur exploration expenditures on the properties and make
  payments to the optionors as follows:

|Property        | Year | Option/Advance Royalty Payment | Expenditure Commitment | Number of Shares
|--------------- | ---- | ------------------------------ | ---------------------- | ----------------
|TY, BC, Canada  | 2003 | $   20,000                     | $ -                    | 100,000         
|                | 2004 | 10,000                         | $ -                    | -               
|                | 2005 | -                              | $ -                    | 50,000          
|ORO, BC, Canada | 2003 | $   10,000                     | $ -                    | 75,000          
|                | 2004 | -                              | $ -                    | 25,000          
|                | 2005 | -                              | $ -                    | -               

- 20 -

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| | (1) | Linux agrees to make an option payment of US$600,000
        and fund the costs for a pilot mill estimated at US$2,000,000 within 45
        days from April 22, 2003 subject to financing and due diligence.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These amounts may be reduced in the future as we determine
  which properties are of merit and abandons those with which we do not intend
  to proceed.

G.         
  Safe Harbor

This annual report includes "forward-looking statements" within
  the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking
  statements may include conclusions of prefeasibility and feasibility studies,
  estimates of future production, capital and operating costs, prices of silver
  and gold and other known and unknown risks. These and other factors and uncertainties
  may cause material differences from future results as expressed or implied by
  these forward looking statements. These risks, uncertainties and other factors
  include but are not limited to the risks involved in the exploration, development
  and mining business.

All statements, other than statements of historical facts,
  included in this annual report that address activities, events or developments
  which we expect or anticipate will or may occur in the future are forward-looking
  statements. The words "believe", "intend", "expect", "anticipate", "project",
  "estimate", "predict" and similar expressions are also intended to identify
  forward-looking statements.

Our estimated or anticipated future results or other non-historical
  facts are forward-looking and reflect our current perspective of existing trends
  and information. These statements involve risks and uncertainties that cannot
  be predicted or quantified, and consequently actual results may differ materially
  from those expressed or implied by such forward-looking statements. Such risks
  and uncertainties include, among others, the success of our exploration and
  development activities, environmental and other regulatory requirements, foreign
  exchange issues, mineral deposit estimates and mineral prices, competition by
  other mining companies, financing risks, mineral title issues, insider conflicts
  of interest, political stability issues, and other risks and uncertainties detailed
  in this report and from time to time in our other Securities and Exchange Commission
  (SEC) filings.

Consequently, all of the forward-looking statements made in
  this annual report are qualified by these cautionary statements. We cannot assure
  you that the actual results or developments anticipated by us will be realized
  or, even if substantially realized, that they will have the expected effect
  on us or our business or operations.

Forward-looking statements are subject to a variety of risks
  and uncertainties in addition to the risks referred to in Risk Factors
  under Item 3.D above.

ITEM 6.         
  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.          DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

As of February 28, 2003, our Board of Directors consisted
  of five Directors, three of whom are independent (or outside) non-executive
  Directors. The following table provides certain information about the members
  of our Board of Directors as of February 28, 2003.

- 21 -

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|Name              | Position with Registrant                                                                | Term of Office                      | Office Held Since
|----------------- | --------------------------------------------------------------------------------------- | ----------------------------------- | -----------------
|John G. Robertson | President, CEO and Chairman of the Board
      and Director, and Director of Subsidiary | Annual Shareholders Meeting in 2003 | 3/05/79          
|Jennifer Lorette  | Vice President and Corporate Secretary and
      Director                               | Annual Shareholders Meeting in 2003 | 6/01/94          
|Susanne Robertson | Director                                                                                | Annual Shareholders Meeting in 2003 | 8/28/02          
|Bruce Bragagnolo  | Director                                                                                | Annual Shareholders Meeting in 2003 | 8/28/02          
|James Vandeberg   | Chief Financial Officer                                                                 | Annual Shareholders Meeting in 2003 | 8/28/02          

John G. Robertson. Mr. Robertson is the Chairman of
  the Board and founder of the Company and a Director of the Company since its
  inception. Mr. Robertson has been the Chairman, President and Chief Executive
  Officer of REGI U.S., Inc., an Oregon corporation traded on the OTC bulletin
  board, since July 1992, a U.S. public company engaged in the development of
  a rotary engine/compressor (Rand Cam Engine) and hydrogen separator
  technology. Since October 1984 Mr. Robertson has been President and a Director
  of Reg Technologies Inc., a British Columbia corporation listed on the TSX Venture
  Exchange that has financed the research on the Rand Cam Engine since 1986. REGI
  U.S. is ultimately controlled by Reg Technologies Inc. Mr. Robertson has been
  the President and Principal Executive Officer and a Director of IAS Communications,
  Inc. since its formation in December 1994, a U.S. public company which is developing
  and marketing proprietary antenna technology. Since June 1997 Mr. Robertson
  has been President, Principal Executive Officer and a Director of Information
  Highway.com, Inc., a Florida corporation. Mr. Robertson is also the President
  and founder of Teryl Resources Corp., a British Columbia company trading on
  the TSX Venture Exchange involved in mineral exploration. Since May 1977 Mr.
  Robertson has been President and a member of the Board of Directors of SMR Investments
  Ltd., a private British Columbia corporation engaged in management of public
  companies. Mr. Robertson is also the President and Director of the following
  private companies: JGR Petroleum, Inc., BlueCrow Internet Co. Ltd., 394754 B.C.
  Ltd., dba SOVO Computer Centre, Pavlik Travel Services Ltd., World Tel-Internet
  (Toronto) Ltd., International Diamond Syndicate Ltd., Argon Investment Corporation,
  and Airstream Communications, Inc. Mr. Robertson is a citizen and resident of
  Canada.

Jennifer Lorette - Ms. Lorette has held several positions
  with the Company since June 1994, most recently as its Vice President and Secretary.
  Also since June 1994 Ms. Lorette, has been Vice President of REGI U.S., Inc.,
  an Oregon corporation traded on the OTC bulletin board. Since April 1994 she
  has also been Vice President of Administration for Reg Technologies, Inc., a
  British Columbia corporation listed on the TSX Venture Exchange. REGI U.S. is
  ultimately controlled by Reg Technologies Inc. Since June 1997 Ms. Lorette has
  been Secretary/Treasurer, and a Director of Information Highway.com, Inc., a
  Florida corporation, and its predecessor. Ms. Lorette is a founder, and has
  been Secretary/Treasurer of IAS Communications, Inc. since February 1995. Ms.
  Lorette is a citizen and resident of Canada.

Susanne Robertson - Ms. Robertson was elected a director
  of the Company in August 2001. She is also a director of Teryl Resources Corp.
  and owns SMR Investments Ltd. a company providing management services to public
  companies. Ms. Robertson is a citizen and resident of Canada.

- 22 -

---

Bruce Bragagnolo,- Mr. Bragagnolo is a lawyer practicing
  corporate/securities law at Bragagnolo Ovsenek, a Vancouver law firm. He has
  advised a variety of public and private companies on legal matters related to
  acquisitions, mergers, takeovers, initial public offerings, secondary financings,
  public company disclosure requirements and stock exchange practice.

James Vandeberg  Mr. Vandeberg became a Director
  August 2002. Mr. Vandeberg is an attorney in Seattle, Washington. He has served
  as our legal counsel since 1996. Mr. Vandeberg's practice focuses on the corporate
  finance area, with an emphasis on securities and acquisitions. Mr. Vandeberg
  was previously general counsel and secretary of two NYSE companies and is a
  director of Information-Highway.com, Inc., a Florida corporation traded on the
  OTC bulletin board. He is also a director of IAS Communications, Inc. an Oregon
  corporation traded on the OTC bulletin board since November 1998. Mr. Vandeberg
  is also a director of REGI U.S., Inc., an Oregon corporation traded on the OTC
  bulletin board. Mr. Vandeberg is also a director of Cyber Merchants Exchange,
  Inc. since May 2001. He is a member and former director of the American Society
  of Corporate Secretaries. He became a member of the Washington Bar Association
  in 1969 and of the California Bar Association in 1973. Mr. Vandeberg graduated
  cum laude from the University of Washington with a Bachelor of Arts degree in
  accounting in 1966, and from New York University School of Law in 1969, where
  he was a Root-Tilden Scholar.

B.          COMPENSATION

For the fiscal year ended February 28, 2003 the Company and
  its subsidiaries paid $47,500 in compensation to directors and officers as a
  group.

SMR Investments Ltd., a company owned by Susanne M. Robertson,
  wife of John G. Robertson, receives, in accordance with a management agreement
  $2,500 per month for management fees provided to the Company and $500 per month
  for rent. A further $1,000 per month is paid to the Chairman of the Board of
  the Company, John G. Robertson, as a director's fee. John G. Robertson is also
  president and a director of SMR Investments Ltd.

No cash or non-cash compensation was paid or distributed to
  the executive officers of the Company under any pension or other plans nor is
  there any plan for such payments or distributions during the following fiscal
  year contributed to the directors and officers.

During the fiscal year ended February 28, 2003 stock options
  were granted on a total of 1,350,000 common shares pursuant to stock option
  plans, 1,000,000 options were exercised and 1,175,000 were cancelled (see Note
  8(d) to our Financial Statements).

Total options currently exercisable at the date of this 20-F
  are 3,375,000. Of those, 2,375,000 are exercisable at $0.10 expiring on dates
  ranging from October 30, 2005 to February 25, 2008. 1,000,000 options are exercisable
  at $0.05 and expire on April 1, 2006. Please see Note 8 to the financial statements.

Options to Purchase Registrant's Common Shares Held by
  Officers and Directors of Registrant

|NAME OF OPTIONEE       | NUMBER OF OPTIONS | EXERCISE PRICE(1) | EXPIRY DATE      
|---------------------- | ----------------- | ----------------- | -----------------
|John G. Robertson      | 1,000,000         | $0.10             | February 21, 2008
|Jennifer Lorette       | 150,000           | $0.10             | February 21, 2008
|James Vandeberg        | 100,000           | $0.10             | February 21, 2008
|Susanne Robertson      | 300,000           | $0.10             | February 25, 2008
|Bruce Bragagnolo       | 100,000           | $0.10             | February 25, 2008
|TOTAL HELD AS A GROUP: | 1,650,000         |                   |                  

- 23 -

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Options to Purchase Registrants Common Shares Held by Persons Other
  than Officers and Directors of theRegistrant

|NAME OF OPTIONEE      | NUMBER OF OPTIONS | EXERCISE PRICE | EXPIRY DATE      
|--------------------- | ----------------- | -------------- | -----------------
|Suzanne Foster        | 25,000            | $0.10US        | October 30, 2005 
|Hal Clark             | 1,000,000         | $0.05US        | April 1, 2006    
|Hal Clark             | 500,000           | $0.10US        | April 1, 2006    
|Monique Van Oord      | 50,000            | $0.10US        | February 21, 2008
|James Kerr            | 100,000           | $0.10US        | February 25, 2008
|Arnie Winrob          | 50,000            | $0.10US        | February 25, 2008
|TOTAL HELD AS A GROUP | 1,725,000         |                |                  

C.          BOARD
  PRACTICES

Under section 187 of the Company Act,R.S.B.C. 1996,
  c. 62, the directors of a reporting company, from among their number, must elect
  at their first meeting following each annual general meeting a committee, to
  be known as the audit committee, composed of not fewer than 3 directors, of
  whom a majority must not be officers or employees of the company or an affiliate
  of the company, to hold office until the next annual general meeting. Our Board
  of Directors established and Audit Committee which members consisting of John
  Robertson, Susanne Robertson and Bruce Bragagnolo.

The Directors are elected by the shareholders to hold office
  for a term of one year or until re-elected at the next annual general meeting.

D.          EMPLOYEES

As of February 28, 2003, we employed no employees. Our legal,
  accounting, marketing and administrative functions are contracted out to consultants.

Our employees do not belong to any labor unions. We have not
  been subject to any strikes or other labor disturbances that have interfered
  with our operations.

E.          SHARE
  OWNERSHIP

The following table sets forth the ownership of our common
  shares by our Directors and Officers as at June 30, 2003:

|Shareholder       | Number of shares issued and outstanding | Percentage ownership (1)
|----------------- | --------------------------------------- | ------------------------
|John G. Robertson | 2,573,138(2)                            | 4.52%                   
|Jennifer Lorette  | 258,100(3)                              | *                       
|James Vandeberg   | 100,000(4)                              | *                       
|Susanne Robertson | 14,306,563                              | 25.11%                  
|Bruce Bragagnolo  | 100,000                                 | *                       

| | (1) | as at June 30, 2003, there were 56,983,413
        issued and outstanding common shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (2) | includes 222,982 shares registered in
        the name of Access Information Services, Ltd., a corporation controlled
        by the Robertson Family Trust, and 1,000,000 options that are currently
        exercisable. Mr. Robertson is one of three trustees of the Robertson Family
        Trust, which acts by the majority vote of the three trustees. Mr. Robertson
        disclaims beneficial ownership of the shares owned or controlled by the
        Robertson Family Trust. Mr. Robertson's address is the same as our address.

- 24 -

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|(3) | Includes 100,000 options that are currently
        exercisable. Ms. Lorette's address is the same as our address.                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                     
|(4) | Includes 100,000 options that are currently
        exercisable. Mr. Vandeberg's address is 1000 Second Avenue, Suite 1710,
        Seattle, WA 98104.                                              
|    |                                                                                                                                                                                                     
|(5) | includes 13,460,313 shares registered
        in the name of SMR Investments Ltd., and 300,000 options that are currently
        exercisable. Ms. Robertson's address is the same as the Companys.
|    |                                                                                                                                                                                                     
|(6) | Includes 100,000 options that are currently
        exercisable. Mr. Bragagnolos address is Suite 602-570 Granville
        Street, Vancouver, British Columbia V6C 3P1, Canada                    

* Beneficially owns less than one percent of our common
  shares.

For information regarding the ownership of stock options to
  acquire our common shares which are held by our Directors and Officers, and
  also by our employees, please refer to   Stock Options Granted to
  Employees, Directors and Senior Managers.

ITEM 7.         
  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.          MAJOR
  SHAREHOLDERS.

To the best of our knowledge, we are not indirectly owned
  or controlled by any other corporation or foreign government.

As of July 3, 2003, 58,783,413 Common Shares were outstanding.
  At such date, we are aware of Sue Robertson, our director, owner more than 10%
  of our issued and outstanding common shares.

We do not know of any arrangements which could result in a
  change in control of the Company.

B.          RELATED
  PARTY TRANSACTIONS.

We are a party to a management services agreement with SMR
  Investment Ltd. (SMR) under which SMR incurred management fees of
  $30,000 in each of fiscal years 2003, 2002 and 2001, and rent of $6,000 in each
  of fiscal years 2003, 2002 and 2001. SMR is a private company owned by Susanne
  M. Robertson, the wife of John G. Robertson.

We paid a director's fee of $12,000 to John G. Robertson,
  our Chairman of the Board, during each of fiscal years 2003, 2002 and 2001.

We had related party advances outstanding of $52,056 at the
  February 2003 year-end, compared to $932,389 at the end of our previous fiscal
  year. These were unsecured, non-interest bearing and with no fixed terms of
  repayment.

We issued shares for the repayment of debt during the year
  ended February 28, 2003. Please refer to Note 8A of the financial statements.

Also refer to Liquidity and Capital Resources
  regarding the "Commitment to Provide Financing to Flame Petro-Minerals Corp.
  as Required for Ongoing Operations" by John Robertson.

C.          INTERESTS
  OF EXPERTS AND COUNSEL.

Not applicable.

- 25 -

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ITEM 8.         
  FINANCIAL INFORMATION

A.          CONSOLIDATED
  STATEMENTS AND OTHER FINANCIAL INFORMATION

See page F-1 to F-13 following Item 19.

Legal Proceedings

We are not a party to any material legal proceedings.

Dividend Distribution Policy

We have not paid any cash dividends to date and we do not
  intend to pay cash dividends in the foreseeable future.

B.          SIGNIFICANT
  CHANGES

None.

ITEM 9.         
  THE OFFER AND LISTING

Not applicable, except for Item 9.A.4 and Item 9.C.

Our shares traded solely on the Alberta Stock Exchange (the
  "ASE") between November, 1995 and December 14, 1999, at which time it voluntarily
  delisted from the ASE. The Company's stock currently trades on the Over the
  Counter Bulletin Board under the symbol LNXGF.

The following table shows the annual high and low closing
  prices of our stock traded on the ASE and OTC Bulletin Board during the last
  five fiscal years as follows:

|Year | High   | Low      | Close   
|---- | ------ | -------- | --------
|2003 | $0.094 | $0.011   | $0.07   
|2002 | $0.14  | $0.01    | $0.013  
|2001 | $4.375 | $0.09375 | $0.09375
|2000 | $3.625 | $0.08    | $2.875  
|1999 | $0.195 | $0.075   | $0.12   

_________
  *Prices in C$ through 11/30/99, US$ from 12/01/99 to date

The following table shows the quarterly high and low closing
  prices of our stock traded on the OTC Bulletin Board during the last two fiscal
  years, for each quarter as follows:

|Period            | High   | Low      | Close  | Volume    
|----------------- | ------ | -------- | ------ | ----------
|2004 Q1 5/31/03 * | $0.08  | $0.04    | $0.05  | 5,055,400 
|2003              |        |          |        |           
|Q1 5/31/02 *      | $0.09  | $0.012   | $0.038 | 15,517,700
|Q2 8/31/02 *      | $0.05  | $0.011   | $0.027 | 6,405,600 
|Q3 11/30/02*      | $0.034 | $0.011   | $0.022 | 3,648,100 
|Q4 2/29/03*       | $0.094 | $0.015   | $0.07  | 9,997,700 
|2002              |        |          |        |           
|Q1 5/31/01 *      | $0.13  | $0.03125 | $0.12  | 23,065,200

- 26 -

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|Q2 8/31/01 * | $0.12  | $0.04  | $0.05  | 7,052,700 
|------------ | ------ | ------ | ------ | ----------
|Q3 11/30/01* | $0.055 | $0.018 | $0.02  | 8,361,100 
|Q4 2/29/02*  | $0.018 | $0.01  | $0.013 | 12,552,600

*Prices in US$

(Information provided by The Over The Counter Bulletin Board.
  The quotations reflect inter-dealer prices, without retail mark-up, markdown,
  or commission and may not represent actual transactions.)

The following table shows the high and low closing prices
  of our stock traded on the OTC Bulletin Board during the most recent six months,
  for each month as follows:

|Month          | High*  | Low*  
|-------------- | ------ | ------
|2003, June     | $0.06  | $0.04 
|2003, May      | $0.07  | $0.047
|2003, April    | $0.08  | $0.04 
|2003, March    | $0.066 | $0.047
|2003, February | $0.08  | $0.055
|2003, January  | $0.094 | $0.038

_______________
  * All prices are in U.S. dollars.

(Information provided by The Over The Counter Bulletin Board.
  The quotations reflect inter-dealer prices, without retail mark-up, markdown,
  or commission and may not represent actual transactions.)

ITEM 10.         
  ADDITIONAL INFORMATION

A.          SHARE
  CAPITAL

Not applicable.

B.          MEMORANDUM
  AND ARTICLES OF ASSOCIATION

The Memorandum and Articles of the Company are incorporated
  by reference to the information in our registration statement on Form 20-F filed
  with the Securities and Exchange Commission, in Washington, D.C. on June 4,
  1999, which became effective August 3, 1999, to which our Articles of Incorporation
  and Memorandum were filed as exhibits.

C.          MATERIAL
  CONTRACTS

During the year-ended February 28, 2003, we entered into two
  material contracts.

On March 5, 2002 we announced that a joint venture has been
  completed for a 50% interest in 30 Fish Creek claims in Alaska based on the
  following terms and conditions. Teryl Resources Corp. will issue 200,000 treasury
  shares of its common shares, which shares were issued on December 16, 2002,
  and will give to Linux Gold Corp. a 5% royalty interest until $2,000,000 U.S.
  has been received from the royalty payments. Teryl Resources Corp. may purchase
  the 5% net royalty for $500,000 U.S. within 1 year after production. Teryl also
  agrees to expend a minimum of $500,000 U.S. after three years from the date
  of the agreement.

- 27 -

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On November 4, 2002, we amended the March 5, 2002 agreement
  with Teryl Resources Corp. We agreed that in consideration for receiving a mining
  license which was not disclosed to us at the time of the March 5, 2002 agreement,
  both parties agreed to grant Linux a back in working interest for a 25% interest
  in the mining lease after Teryl completes the $500,000 expenditures.

D.          EXCHANGE
  CONTROLS.

There are no governmental laws, decrees or regulations in
  Canada relating to restrictions on the export of capital affecting the remittance
  of interest, dividends or other payments to nonresident holders of the Registrant's
  shares. Any such remittances, however, are subject to withholding tax. See Item
  10.E, "Taxation".

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 or vote the shares of the Company.
  However, under the provisions of the Investment Canada Act, when control of
  a Canadian business is acquired by a non- Canadian, the transaction may be reviewable
  in certain circumstances by Investment Canada, an agency of the federal government
  of Canada. Reviewable transactions are those in which a non-Canadian acquires
  the assets of a Canadian business or the voting shares of a Canadian corporation
  the value of which assets or shares exceeds $5 million (Canadian). Also, certain
  transactions are specifically exempted from review.

E.          TAXATION.

Withholding

Generally, cash dividends paid by Canadian corporations to
  nonresident shareholders are subject to a withholding tax of 25 percent. However,
  pursuant to Article X[2 of the Canada-United States tax treaty, dividends paid
  to a resident if a company of the United States are only subject to a 15 percent
  withholding tax. Further, if the United states resident owns 10 percent or more
  of the voting shares of the Canadian company paying the dividends, the withholding
  tax is reduced to 10 percent. In addition to dividend withholding, interest
  paid to United States residents is subject to a 15 percent withholding tax pursuant
  to Article XI[2 of the Canada-United States tax treaty.

Capital Gains

A nonresident purchaser 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 nonresident purchaser if the nonresident purchaser used
  the shares in carrying on a business in Canada or if at any time during the
  five-year period immediately preceding the disposition not less than 25 percent
  of the issued shares of any class of the Company belonged to the particular
  purchaser, persons with whom the purchaser did not deal at arm's length or any
  combination thereof.

Holders of Common Shares of the Company should seek independent
  advice from their own professional tax advisors with respect to the Canadian
  Income Tax consequences arising from the holding of Common Shares of the Company.

F.          DIVIDENDS
  AND PAYING AGENTS

Not applicable.

- 28 -

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G.          STATEMENT
  BY EXPERTS.

Not applicable.

H.          DOCUMENTS
  ON DISPLAY.

We filed a registration statement on Form 20-F filed the Securities
  and Exchange Commission in Washington, D.C. (Registration No. 000-30084) on
  June 4, 1999, which became effective August 3, 1999. The Registration Statement
  contains exhibits and schedules. Any statement in this annual report about any
  of our contracts or other documents is not necessarily complete. If the contract
  or document is filed as an exhibit to the Registration Statement, the contract
  or document is deemed to modify the description contained in this annual report.
  You must review the exhibits themselves for a complete description of the contract
  or documents.

You may inspect and copy our registration statements, including
  their exhibits and schedules, and the reports and other information we file
  with the Securities and Exchange Commission in accordance with the Exchange
  Act at the public reference facilities maintained by the Securities and Exchange
  Commission at Judiciary Plaza, 450 Fifth Street, Room 1024, N.W., Washington,
  D.C. 20549 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661. You may also inspect the registration statements, including
  their exhibits and schedules, at the office of the New York Stock Exchange,
  Wall Street, New York, New York 10005. Copies of such material may also be obtained
  from the Public Reference Section of the Securities and Exchange Commission
  at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You
  may obtain information regarding the Washington D.C. Public Reference Room by
  calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting
  the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

I.          SUBSIDIARY
  INFORMATION.

We hold a 100% interest in LinuxWizardry, Inc., a private
  Florida corporation which is currently inactive.

ITEM 11.         
  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In June 1998, the Financial Accounting Standards Board issued
  SFAS No. 133. "Accounting For Derivative Instruments and Hedging Activities."
  This statement establishes accounting and reporting standards for derivative
  instruments, including certain derivative instruments embedded in other contracts,
  and for hedging activities. SFAS No. 133 was effective for our fiscal year beginning
  March 1, 2000. The Company believes that it does not have any material exposure
  to interest or commodity risks. The Company does not own any derivative instruments,
  does not engage in any hedging transactions and does not have any outstanding
  long-term debt. Because we are not involved in any activities covered by SFAS
  No. 133, the adoption of SFAS No. 133 is not expected to have a material effect
  on our financial position or results of operations.

ITEM 12.         
  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

- 29 -

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PART II

ITEM 13.         
  DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES

None.

ITEM 14.         
  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS.

A.          MATERIAL
  MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

None.

B.          USE
  OF PROCEEDS.

Not applicable

ITEM 15.         
  CONTROLS AND PROCEDURES

Based on review and evaluation of the Companys disclosure
  controls and procedures, as defined in Exchange Act Rules 13a-15(c) and 15(d)-15(c),
  our principle executive officer and our principle financial officer have concluded
  that they:

|1. | are responsible for establishing
        and maintaining disclosure controls and procedures;                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                        
|2. | have designed such disclosure
        controls and procedures to ensure that material information relating to
        the Company, including our consolidated subsidiaries, is made known to
        them by others within those entities, particularly during the periods
        in which this 20-F is being prepared;               
|   |                                                                                                                                                                                                                                                                                                                                        
|3. | have evaluated the effectiveness
        of the Companys disclosure controls and procedures as of a date
        within 90 days prior to the filing of this 20-F (the Evaluation
        Date);                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                        
|4. | along with the Companys
        other certifying officers, have disclosed, based on their most recent
        evaluation, to the Companys auditors and the audit committee of
        the Companys board of directors:                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                        
|   | a.                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                        
|   | b.                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                        
|5. | can advise that there were
        no significant changes in internal controls or in other factors that could
        significantly affect internal controls subsequent to the date of their
        most recent evaluation, including any corrective actions with regard to
        significant deficiencies and material weaknesses..

ITEM 16.         
  AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS AND PRINCIPAL ACCOUNTANT FEES
  AND SERVICES

A.          AUDIT
  COMMITTEE FINANCIAL EXPERT

We do not currently have a financial expert in our audit committee
  due to our relatively small size. In 2003, we had only no employees and we relied
  upon the services of a chartered accounting firm in Vancouver, BC, Canada, to
  prepare our interim unaudited quarterly consolidated financial statements and

- 30 -

---

to provide review engagements thereto. Also, we retained the
  audit services of Manning Elliott chartered accountants to perform the audit
  on our year-end consolidated financial statements.

Moreover, the audit committee is comprised of seasoned business
  professionals, whereby one member has over 25 years of experience in the investment
  business and is a board member of several corporations; another audit committee
  member is a lawyer.

On these bases, we believe that the audit committee has adequate
  resources available to it when financial expertise and advice are necessary.

B.          CODE
  OF ETHICS

We have not adopted a formal written code of ethics given
  our relatively small size, whereby we had no employees in 2003.

Directors are subject to the laws of the Province of British
  Columbia, Canada, whereby they are required to act honestly, in good faith and
  in the best interests of the Company. Also, the Board is comprised of one director
  who is an actively practising lawyer and who is available to our management
  to provide a high standard of due care in the activities of the Registrant and
  to provide guidance when needed.

C.          PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

The following table discloses accounting fees and services
  of the Registrant:

(Stated in terms of Canadian dollars)

|Type of Services Rendered | 2002        | 2001       
|------------------------- | ----------- | -----------
|                          | Fiscal Year | Fiscal Year
|                          | (CAD$)      | (CAD$)     

|                                                 |        |       
|------------------------------------------------ | ------ | ------
|(a) Audit Fees                                   | $7,300 | $8,000
|                                                 |        |       
|(b) Audit-Related Fees (eg. review of Form 20-F) | $500   | $500  
|                                                 |        |       
|(c) Tax Fees                                     | Nil    | Nil   
|                                                 |        |       
|(d) All Other Fees                               | $2,200 | $2,450

PART III

ITEM 17.         
  FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant
  to Item 18.

ITEM 18.         
  FINANCIAL STATEMENTS

Reference is made to Item 19 for a list of all financial statements
  filed as part of this annual report.

- 31 -

---

Our consolidated financial statements are stated in Canadian
  Dollars (CDN$) and are prepared in accordance with U.S. Generally Accepted Accounting
  Principles (GAAP). The consolidated financial statements as required under Item
  18 are included immediately following the text of this Report.

ITEM 19.         
  EXHIBITS

(a) The following consolidated financial statements, together
  with the report of Manning, Elliott, on the annual financial statements referred
  to below, are filed as part of this annual report, and are included immediately
  following the text of this 20-F:

Index to Consolidated Financial Statements 
  Independent Auditors Report 
  Consolidated Balance Sheets 
  Consolidated Statements of Loss and Deficit 
  Consolidated Statements of Cash Flows 
  Notes to the Consolidated Financial Statements

(b) Documents filed as exhibits to this annual report:

|Number | Description                                                                                                                                                                                                                                                                                                                                                                             |    
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|       |                                                                                                                                                                                                                                                                                                                                                                                         |    
|1.1    | Memorandum and articles of incorporation with bylaws
        dated February 27, 1979                                                                                                                                                                                                                                                                                                    | (1)
|1.2    | Altered memorandum and special resolution dated September
        20, 1993 increasing the authorized capital to 100,000,000 common shares
        from 90,000,000 and redesignating Class A Common voting shares
        without par value as common shares without par value and redesignating
        Class B Common non-voting shares as common shares without
        par value | (1)
|1.3    | Altered memorandum and special resolution dated March
        15, 2000 changing the name of the Company from Flame Petro-Minerals Corp.
        to LinuxWizardry Systems, Inc.                                                                                                                                                                                                          |    
|1.4    | Altered memorandum and special resolution dated February
        20, 2003 changing the name of the Company from LinuxWizardry Systems,
        Inc. to Linux Gold Corp.                                                                                                                                                                                                                 |    
|2.1    | Specimen copy of Registrants common
        share certificate                                                                                                                                                                                                                                                                                                                          | (2)
|4.1    | Commitment by John G. Robertson dated July 16, 1999
        to provide financing to the Registrant as required for ongoing operations                                                                                                                                                                                                                                                   | (2)
|4.2    | Share Purchase Agreement dated January 7, 2000 between
        Flame Petro-Minerals Corp. and Mike Carpenter and LinuxWizardry, Inc.                                                                                                                                                                                                                                                    | (3)
|4.3    | Purchase order dated May 22, 2000 between LinuxWizardry,
        Inc. and Motorola, Inc., Personal Communications Sector                                                                                                                                                                                                                                                                | (4)
|4.4    | License Agreement dated June 30, 2000 between LinuxWizardry
        Systems, Inc. and LinuxWizardry, Inc. and Lineo, Inc                                                                                                                                                                                                                                                                | (4)
|4.5    | Vendor Agreement dated January 5, 2001 between Merrimack
        Services Corporation d/b/a PC Connection and LinuxWizardry Systems, Inc.                                                                                                                                                                                                                                               | (4)
|4.6    | Joint Venture Agreement between Linux Gold Corp.
        and Teryl Resources Corp. dated March 5, 2002                                                                                                                                                                                                                                                                                  |    

- 32 -

---

|4.7  | Amendment to Joint Venture Agreement between Linux
        Gold Corp. and Teryl Resources Corp. dated November 4, 2002                                                        | 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|12.1 | Certification of President (John G. Robertson) pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002                                                                | 
|12.2 | Certification of Chief Financial Officer (James Vandeberg) pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002                                                    | 
|13.1 | Certification pursuant to Title 18, United States
        Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (John G. Robertson) | 
|13.2 | Certification pursuant to Title 18, United States
        Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (James Vandeberg)   | 
|14.1 | Consent of Independent Auditors                                                                                                                                               | 

|(1) | incorporated by reference to the Registrants
        Registration Statement on Form 20-F filed on June 4, 1999 with the US
        Securities and Exchange Commission
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | incorporated by reference to the Registrants
        Amendment No. 1 to the Registration Statement dated July 22, 1999                                               
|(3) | incorporated by reference to the Registrants
        Annual Report on Form 20-F filed on September 14, 2000                                                          
|(4) | incorporated by reference to the Registrants
        Annual Report on Form 20-F filed on July 14, 2001                                                               

- 33 -

---

SIGNATURE PAGE

The Registrant hereby certifies that it meets all of the requirements
  for filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this transitional report on its behalf.

LINUX GOLD CORP. 
  REGISTRANT

|Dated: August 20, 2003 | By: | /s/ John G. Robertson         
|---------------------- | --- | ------------------------------
|                       |     | John G. Robertson             
|                       |     | Chairman of the Board/Director

-34-

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.)

(Expressed in Canadian Dollars)

Index

|Independent Auditors Report                   | F2        
|---------------------------------------------- | -----------
|                                               |            
|Consolidated Balance Sheets                    | F3        
|                                               |            
|Consolidated Statements of Loss and Deficit    | F4        
|                                               |            
|Consolidated Statements of Cash Flows          | F5        
|                                               |            
|Notes to the Consolidated Financial Statements | F6 to F14

F-1

---



Independent Auditors Report

To the Stockholders and Board of Directors of 
  Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.)

We have audited the accompanying consolidated balance sheets
  of Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) as at February 28,
  2003 and 2002 and the consolidated statements of operations and deficit, and
  cash flows for the years then ended. These consolidated financial statements
  are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audits.

We conducted our audits in accordance with generally accepted
  auditing standards used in the United States and Canada. 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. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, these consolidated financial statements present
  fairly, in all material respects, the financial position of the Company as at
  February 28, 2003 and 2002 and the results of its operations and its cash flows
  for the years then ended in accordance with generally accepted accounting principles
  used in the United States. As required by the British Columbia Company Act we
  report that, in our opinion, these principles have been applied on a consistent
  basis.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As discussed
  in Note 1 to the consolidated financial statements, the Company has not generated
  profitable operations since inception. These factors raise substantial doubt
  about the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. These consolidated
  financial statements do not include any adjustments, which might result from
  the outcome of these uncertainties.

/s/ Manning Elliott

CHARTERED ACCOUNTANTS

Vancouver, Canada

August 7, 2003

F-2

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Consolidated Balance Sheets 
  February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|                                                                              | 2003       |   | 2002       |  
|----------------------------------------------------------------------------- | ---------- | - | ---------- | -
|                                                                              | $          |   | $          |  
|Assets                                                                        |            |   |            |  
|Current Assets                                                                |            |   |            |  
|Cash                                                                          | 11,134     |   | 2,980      |  
|Amounts receivable                                                            | 1,583      |   | 809        |  
|Marketable securities
      [Note 4(a)]                                       | 80,000     |   |           |  
|Total Current Assets                                                          | 92,717     |   | 3,789      |  
|Property, Plant and Equipment [Note 3]                                        |           |   | 7,449      |  
|Natural Resource
      Properties [Note 4]                                    | 2          |   | 2          |  
|Total Assets                                                                  | 92,719     |   | 11,240     |  
|                                                                              |            |   |            |  
|Liabilities                                                                   |            |   |            |  
|Current Liabilities                                                           |            |   |            |  
|Accounts payable [Note 5]                                                     | 538,778    |   | 614,144    |  
|Accrued liabilities                                                           | 16,118     |   | 6,848      |  
|Due to related
      parties [Note 6(a)]                                      | 52,056     |   | 932,389    |  
|Total Current
      Liabilities                                               | 606,952    |   | 1,553,381  |  
|                                                                              |            |   |            |  
|Stockholders Deficit                                                         |            |   |            |  
|Common Stock [Note 8]                                                         |            |   |            |  
|200,000,000 common shares, authorized without par value;
      57,458,413 and |            |   |            |  
|34,487,846 issued respectively                                                | 6,653,662  |   | 5,382,584  |  
|Donated Capital                                                               | 205,500    |   | 115,000    |  
|Additional
      Paid in Capital [Note 8(d)]                                  | 71,357     |   | 41,207     |  
|                                                                              | 6,930,519  |   | 5,538,791  |  
|Deficit                                                                       | (7,444,752 | ) | (7,080,932 | )
|Total Stockholders
      Deficit                                             | (514,233   | ) | (1,542,141 | )
|Total Liabilities
      and Stockholders Deficit                             | 92,719     |   | 11,240     |  

Contingencies [Note 1] Subsequent Events [Note 9] 
  Approved by The Board:

|/s/ John G. Robertson       |  | /s/ Jennifer Lorette      
|--------------------------- |  | --------------------------
|                            |  |                           
|John G. Robertson, Director |  | Jennifer Lorette, Director

(The accompanying notes are an integral part of these consolidated
  financial statements)
  F-3

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Consolidated Statements of Loss and Deficit 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|                                                         | 2003       |   | 2002       |  
|-------------------------------------------------------- | ---------- | - | ---------- | -
|                                                         | $          |   | $          |  
|                                                         |            |   |            |  
|Sales                                                    |           |   | 1,078      |  
|Cost of Sales                                            |           |   | 916        |  
|Gross Profit                                             |           |   | 162        |  
|Expenses                                                 |            |   |            |  
|General and Administrative                               |            |   |            |  
|Amortization of property, plant and
      equipment      | 7,449      |   | 9,415      |  
|Amortization of discount on convertible
      debentures | 30,150     |   | 30,026     |  
|Consulting and subcontract                               | 17,392     |   | 13,689     |  
|Filing and regulatory fees                               | 11,998     |   | 12,119     |  
|Financing costs                                          |           |   | 25,272     |  
|Foreign exchange                                         | (33,854    | ) | 3,547      |  
|Imputed interest                                         | 90,500     |   | 115,000    |  
|Interest on convertible debentures                       | -          |   | 6,913      |  
|Investor relations                                       | 5,895      |   | 6,719      |  
|Management and directors fees [Note
      6]             | 42,000     |   | 42,000     |  
|Office, rent and telephone [Note
      6]                | 13,448     |   | 25,713     |  
|Professional fees                                        | 15,967     |   | 70,579     |  
|Travel and promotion                                     | 100        |   | 6,990      |  
|Write down of obsolete inventory                         |           |   | 48,543     |  
|Write down of license [Note 8(b)]                        | 25,000     |   |           |  
|Less
      interest income                               | (45        | ) | (142       | )
|                                                         | 226,000    |   | 416,383    |  
|Natural Resource                                         |            |   |            |  
|Annual lease costs                                       | 4,020      |   | 4,040      |  
|Less:
      option payments [Note 4(a)]                  | (80,000    | ) |           |  
|                                                         | (75,980    | ) | 4,040      |  
|Loss From Continuing Operations                          | (150,020   | ) | (420,261   | )
|Discontinued
      Operations                            |           |   | (366,448   | )
|Net Loss For The Year                                    | (150,020   | ) | (786,709   | )
|Deficit  Beginning of Year                              | (7,080,932 | ) | (6,294,223 | )
|Deemed Dividend
      [Note 8(b)]                        | (213,800   | ) |           |  
|Deficit 
      End of Year                              | (7,444,752 | ) | (7,080,932 | )
|Basic Loss From Continuing Operations                    | (.01       | ) | (.02       | )
|Basic Loss From
      Discontinued Operations            |           |   | (.01       | )
|Basic Loss Per
      Share [Note 2]                      | (.01       | ) | (.03       | )

(Diluted loss per share has not been presented as the result is anti-dilutive)

(The accompanying notes are an integral part of these consolidated
  financial statements)
  F-4

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Consolidated Statements of Cash Flows 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|                                                          | 2003      |   | 2002     |  
|--------------------------------------------------------- | --------- | - | -------- | -
|                                                          | $         |   | $        |  
|                                                          |           |   |          |  
|Operating Activities                                      |           |   |          |  
|Net loss for the year                                     | (150,020  | ) | (786,709 | )
|Adjustments to reconcile net loss to cash                 |           |   |          |  
|Loss on disposal
      of property, plant and equipment   |          |   | 57,155   |  
|Interest on convertible
      debentures paid with shares |          |   | 6,913    |  
|Amortization of
      property, plant and equipment       | 7,449     |   | 9,415    |  
|Amortization of
      discount on convertible debentures  | 30,150    |   | 30,026   |  
|Imputed interest                                          | 90,500    |   | 115,000  |  
|Shares issued for
      option payment                    | (80,000   | ) |          |  
|License written
      off                                 | 25,000    |   |          |  
|Change
      in non-cash working capital items            | (66,870   | ) | 205,390  |  
|Cash to Operations                                        | (143,791  | ) | (362,810 | )
|Financing Activities                                      |           |   |          |  
|Advances from related parties                             | 84,445    |   | 247,950  |  
|Convertible debentures issued for cash                    |          |   | 127,680  |  
|Capital
      stock issued                                | 67,500    |   |         |  
|Cash from Financing
      Activities                      | 151,945   |   | 375,630  |  
|Cash to Investing
      Activities                        |          |   |         |  
|Increase in Cash During the Year                          | 8,154     |   | 12,820   |  
|Cash - Beginning
      of Year                            | 2,980     |   | (9,840   | )
|Cash 
      End of Year                                  | 11,134    |   | 2,980    |  
|Non-Cash Financing Activities                             |           |   |          |  
|Stock based compensation                                  |           |   |          |  
|19,295,567 shares were issued to settle
      debt        | 964,778   |   |         |  
|3,000,000 shares were issued to purchase
      a license  | 238,800   |   |         |  
|950,404 shares were issued pursuant
      to a financial  |           |   |          |  
|consulting services agreement                             |          |   | 180,147  |  
|15,544,983 shares were issued for
      convertible       |           |   |          |  
|debentures
      converted                                |          |   | 547,855  |  
|                                                          | 1,203,578 |   | 728,002  |  
|                                                          |           |   |          |  
|Income taxes paid                                         |          |   |         |  
|Interest paid                                             |          |   |         |  

(The accompanying notes are an integral part of these consolidated
  financial statements)
  F-5

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|1. | Nature of Operations and Continuance of Business
      The Company was incorporated February 27, 1979 in Canada
        under the British Columbia Company Act and was extraprovincially registered
        in the Province of Alberta on October 12, 1995.
      The Company voluntarily delisted from the Canadian Venture
        Exchange on December 14, 1999. The Companys stock currently trades
        on the Over the Counter Bulletin Board in the United States under the
        symbol LNXWF.
      On January 10, 2000, the Company acquired all the issued
        capital stock of LinuxWizardry, Inc. Through the experience, knowledge
        and in-process research and development conducted by these four individuals
        to January 10, 2000, LinuxWizardry, Inc. developed Linux-based enterprise
        software and hardware for end-to-end networking solutions for small and
        medium sized businesses. LinuxWizardry, Inc. had developed various prototypes.
        Operating advances of US$1,929,000 had been transferred to LinuxWizardry,
        Inc. to cover salaries and other overheads in Florida to June 30, 2001.
        On June 30, 2001, the business operations of LinuxWizardry, Inc. were
        discontinued due to strong competition, insufficient sales and lack of
        funds.
      On February 20, 2003 the shareholders approved a change
        of name to Linux Gold Corp. and increased the authorized share capital
        to 200,000,000 common shares without par value. The Company now plans
        to conduct mineral exploration in Northern British Columbia and Alaska.
      The Company is currently in the exploration stage and
        equity financing is required to provide working capital and to meet exploration
        commitments. As a result of the uncertainty that is typical in an exploration
        stage company, mounting losses, and the severe working capital deficiency,
        there is substantial doubt about the companys ability to continue
        as going concern as ultimate success will be based on securing adequate
        equity financing and/or the attainment of a commercially profitable business.
        These financial statements have been prepared on a going concern basis.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-6

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|2. | Significant Accounting Policies (continued)
|-- | -------------------------------------------
|   |                                            
|   | (c)                                        
|   |                                            
|   | (d)                                        
|   |                                            
|   | (e)                                        
|   |                                            
|   | (f)                                        
|   |                                            
|   | (g)                                        

F-7

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|2. | Significant Accounting Policies (continued)
|-- | -------------------------------------------
|   |                                            
|   | (h)                                        
|   |                                            
|   | (i)                                        
|   |                                            
|   | (j)                                        
|   |                                            
|   | (k)                                        
|   |                                            
|   | (l)                                        
|   |                                            
|   | (m)                                        

| |              | Amount    | Year of    | 
| | ------------ | --------- | ---------- | 
| | Year of Loss | $         | Expiration | 
| |              |           |            | 
| | 1997         | 114,000   | 2004       | 
| | 1998         | 99,000    | 2005       | 
| | 1999         | 114,000   | 2006       | 
| | 2000         | 164,000   | 2007       | 
| | 2001         | 1,223,000 | 2008       | 
| | 2002         | 239,000   | 2009       | 
| | 2003         | 28,000    | 2010       | 
| |              | 1,981,000 |            | 

F-8

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|2. | Significant Accounting Policies (continued)
|-- | -------------------------------------------
|   |                                            
|   | (m)                                        

| |                              | 2003    | 2002     | 
| | ---------------------------- | ------- | -------- | 
| |                              | $       | $        | 
| | Non-capital Loss             | 28,000  | 239,000  | 
| | Statutory Tax Rate           | 34%     | 34%      | 
| | Effective Tax Rate           |        |         | 
| | Deferred Tax Asset           | 9,000   | 81,000   | 
| | Valuation
      Allowance    | (9,000) | (81,000) | 
| | Net
      Deferred Tax Asset |        |         | 

|   |                               | The Company also has a Canadian net capital loss of
        $2,773,000 which is a result of writing off its investment in its US subsidiary.
        This loss can be used to offset future years taxable gains and has no
        expiry.
      The Company has US net operating losses of approximately
        US$1,600,000. These losses expire between 2015 and 2017 and can only be
        used against taxable US income.
|-- | ----------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                               |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Property, Plant and Equipment

| |                                     |        |              | 2003         | 2002        
| | ----------------------------------- | ------ | ------------ | ------------ | ------------
| |                                     |        | Accumulated  | Net Carrying | Net Carrying
| |                                     | Cost   | Amortization | Value        | Value       
| |                                     | $      | $            | $            | $           
| |                                     |        |              |              |             
| | Computer
      and office equipment | 18,831 | 18,831       |             | 7,449       

|4. | Natural Resource Properties
|-- | ---------------------------
|   |                            
|   | (a)                        

F-9

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|4. | Natural Resource Properties (continued)                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                              
|   |                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                              
|   |                                                                                                                                                                                                  
|   | (c)                                                                                                                                                                                              
|   |                                                                                                                                                                                                  
|5. | Accounts Payable
      Included in accounts payable is US$315,145 (Cnd$467,675)
        owing to creditors of the Companys US subsidiary which discontinued
        operations on June 30, 2001.
|   |                                                                                                                                                                                                  
|6. | Related Party Balances/Transactions                                                                                                                                                              
|   |                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                              

| |                                   |         |   | Repayments  |   |          |  |        |  
| | --------------------------------- | ------- | - | ----------- | - | -------- |  | ------ | -
| |                                   | 2002    |   | [Note 8(a)] |   | Advances |  | 2003   |  
| |                                   | $       |   | $           |   | $        |  | $      |  
| | 394754 B.C. Ltd.                  | 28,943  |   | (30,588     | ) | 65       |  | (1,580 | )
| | Access Information Services, Inc. | 1,721   |   |            |   | 9,091    |  | 10,812 |  
| | IAS Communications Inc.           | (3,151  | ) |            |   |         |  | (3,151 | )
| | Imaging Technologies Inc.         | 80,655  |   | (85,242     | ) |         |  | (4,587 | )
| | Information Highway.com, Inc.     | 200     |   |            |   | 700      |  | 900    |  
| | JGR Petroleum, Inc.               | 94,462  |   | (99,833     | ) | 15,796   |  | 10,425 |  
| | John Robertson, President and CEO | 17,000  |   |            |   | 12,630   |  | 29,630 |  
| | Rainbow Network                   | 158,149 |   | (167,141    | ) | 5,747    |  | (3,245 | )
| | Reg Technologies Inc.             | 3,785   |   | (500        | ) |         |  | 3,285  |  
| | REGI U.S., Inc.                   | (38     | ) |            |   |         |  | (38    | )
| | SMR Investments Ltd.              | 550,663 |   | (585,829    | ) | 38,992   |  | 3,826  |  
| | Pavlik Travel Services Ltd.       |        |   |            |   | 1,762    |  | 1,762  |  
| | Teryl
      Resources Corp.       |        |   |            |   | 4,017    |  | 4,017  |  
| |                                   | 932,389 |   | (969,133    | ) | 88,800   |  | 52,056 |  

F-10

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|6. | Related Party Balances/Transactions (continued)                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (i)                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (ii)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (iii)                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (iv)                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | All related party transactions
        have been measured at their exchange amounts and were considered to be
        fair market value transactions.                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                           
|7. | Convertible Debentures
      The Company had offered a private placement of convertible
        debentures and had secured a commitment thereto for up to US$1,100,000.
        During fiscal 2001 the Company drew down US$800,000 in two tranches ((a)
        and (b) below) and during fiscal 2002 the Company drew down US$80,000
        ((c)below).
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (a)                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                                                       

F-11

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|7. | Convertible Debentures (continued)                                         
|-- | ---------------------------------------------------------------------------
|   |                                                                            
|   | (c)                                                                        
|   |                                                                            
|   | (d)                                                                        
|   |                                                                            
|8. | Common Stock
      Authorized: 200,000,000 common shares without par value.

| |                                                        | No. of     |  | Value     | 
| | ------------------------------------------------------ | ---------- |  | --------- | 
| |                                                        | Shares     |  | $         | 
| |                                                        |            |  |           | 
| | Issued at February 28, 2001                            | 17,992,459 |  | 4,654,582 | 
| | Issued during the year for:                            |            |  |           | 
| | Conversion of convertible debentures
      and         |            |  |           | 
| | accrued interest [Note 7(b) and (c)]                   | 15,544,983 |  | 547,855   | 
| | Settlement
      of debt                               | 950,404    |  | 180,147   | 
| | Issued and outstanding as at February 28, 2002         | 34,487,846 |  | 5,382,584 | 
| | Issued during the year for:                            |            |  |           | 
| | Settlement of debt [Note 8(a)]                         | 19,295,567 |  | 964,778   | 
| | Purchase of License [Note 8(b)
      and Note 6(b)]    | 3,000,000  |  | 238,800   | 
| | Cash
      pursuant to a private placement [Note 8(c)] | 675,000    |  | 67,500    | 
| | Issued
      and outstanding as at February 28, 2003   | 57,458,413 |  | 6,653,662 | 

| | (a) | On November 12, 2002 the Company issued
        19,295,567 common shares in exchange for the extinguishment of US$578,867
        in debt (US$0.03 per share). The market value of the shares on the date
        of exchange was $964,778.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | On November 28, 2002 the Company issued
        3,000,000 common shares in exchange for a license for a secure email solution
        from Mailprotek.com (a related company). Mailprotek.com has developed
        a complete solution to filter out viruses, worms and spamming. Mailprotek.com
        will retain 25% of all revenues and pay 75% to the Company. The consideration
        of 3,000,000 common shares was issued to Mailprotek.coms subsidiary
        Imaging Technologies, Inc. and the market value of the shares was $238,800
        but the asset was recorded at the transferors cost of $25,000 and
        the difference recorded as a deemed dividend. The cost amount was originally
        recorded as an intangible asset. The License was written-off to operations
        due to the lack of historical cash flow of the License and lack of market
        to resell the License.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Pursuant to cash received and a directors
        resolution dated February 20, 2003 the Company issued 675,000 units at
        $0.10 per unit for proceeds of $67,500. Each unit consists of one share
        and one warrant. Each warrant can be exercised at $0.12 per share in the
        first year and at $0.15 per share in the second year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-12

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|8. | Common Stock (continued)
|-- | ------------------------
|   |                         
|   | (d)                     
|   |                         
|   | (i)                     
|   |                         
|   | (ii)                    

| |                   | Shares       |   | Weighted       |   | Weighted Average  | 
| | ----------------- | ------------ | - | -------------- | - | ----------------- | 
| |                   | Under Option |   | Average Option |   | Remaining Life of | 
| |                   | #            |   | Price US$      |   | Options (Months)  | 
| |                   |              |   |                |   |                   | 
| | March 1, 2001     | 1,140,000    |   | .10            |   | 49                | 
| | Granted           | 2,525,000    |   | .09            |   |                   | 
| | Exercised         |             |   |               |   |                   | 
| | Cancelled         | (465,000     | ) | .10            |   |                   | 
| | Lapsed            |             |   |               |   |                   | 
| | February 28, 2002 | 3,200,000    |   | .08            |   | 46                | 
| | Granted           | 1,350,000    |   | .10            |   |                   | 
| | Exercised         | (1,000,000   | ) | (.05           | ) |                   | 
| | Cancelled         | (1,175,000   | ) | (.13           | ) |                   | 
| | Lapsed            |             |   |                |   |                   | 
| | February 28, 2003 | 2,375,000    |   | .10            |   | 56                | 

| |  | (iii) | The options are granted for services provided to the
        Company. Statement of Financial Accounting Standards No. 123 ("SFAS 123")
        requires that an enterprise recognize, or at its option, disclose the
        impact of the fair value of stock options and other forms of stock based
        compensation in the determination of income. The Company has elected under
        SFAS 123 to continue to measure compensation costs on the intrinsic value
        basis set out in APB Opinion No. 25. As options are granted at exercise
        prices based on the market price of the Companys shares at the date
        of grant, no compensation cost is recognized. However, under SFAS 123,
        the impact on net income and income per share of the fair value of stock
        options must be measured and disclosed on a fair value based method on
        a pro forma basis.
      The fair value of the employees purchase rights
        under SFAS 123, was estimated using the Black-Scholes model with the following
        assumptions for stock options granted in fiscal 2002 and 2003: risk free
        interest rate was 5.8%, expected volatility of 50%, an expected option
        life of six months and no expected dividends.
      If compensation expense had been determined pursuant
        to SFAS 123, the Companys net loss and net loss per share would
        have been as follows:
| |  | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                          | 2003     |   | 2002     |  
| | ------------------------ | -------- | - | -------- | -
| |                          | $        |   | $        |  
| |                          |          |   |          |  
| | Net loss                 |          |   |          |  
| | As reported              | (363,820 | ) | (786,709 | )
| | Pro forma                | (363,945 | ) | (869,918 | )
| | Basic net loss per share |          |   |          |  
| | As reported              | (.01     | ) | (.03     | )
| | Pro forma                | (.01     | ) | (.03     | )

F-13

---

Linux Gold Corp. (formerly LinuxWizardry Systems, Inc.) 
  Notes to the Consolidated Financial Statements 
  For the Years Ended February 28, 2003 and 2002 (Expressed in Canadian Dollars)

|8. | Common Stock (continued)
|-- | ------------------------
|   |                         
|   | (e)                     

| |                                                                                  | 2003    |   | 2002     |  
| | -------------------------------------------------------------------------------- | ------- | - | -------- | -
| |                                                                                  | $       |   | $        |  
| |                                                                                  |         |   |          |  
| | Market value of warrants (Note 6)                                                | 150,750 |   | 150,750  |  
| | Discount on convertible debentures accreted to operations over the life
      of |         |   |          |  
| | the
      warrants being five years to October 18, 2005                          | (79,393 | ) | (109,543 | )
| | Net carrying
      value                                                         | 71,357  |   | 41,207   |  

|9. | Subsequent Events
      Subsequent to February 28, 2003, the Company has:
|-- | -------------------------------------------------------------------------
|   |                                                                          
|   | (a)                                                                      
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   | (b)                                                                      
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   |                                                                          
|   | (c)                                                                      
|   |                                                                          
|   | (d)                                                                      

F-14

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