UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


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

          FOR THE FISCAL YEAR ENDED APRIL 30, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____


                        Commission file Number: 000-49870

                           BIG CAT MINING CORPORATION
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0205749
                     (I.R.S. Employer Identification Number)

                                7928 Rowland Road
                        Edmonton, Alberta, T6A 3W1 Canada
                    (Address of principal executive offices)

                                  (780)414-0763
                           (Issuer's telephone number)

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Issuer's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.
[ X ]

The Issuer's revenues for its fiscal year ended April 30, 2003 were ($54,086).

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)    N/A

<PAGE>

                                        2

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

On April 30, 2003, the number of shares  outstanding of the registrant's  Common
Stock was 1,114,000.

Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__


<PAGE>

                                        3

                                     PART I
                                    BUSINESS

Item 1.  Description of Business
--------------------------------

We were incorporated on June 19, 1997 as Big Cat Investment Services, Inc. under
the laws of the State of Nevada to engage in any lawful  corporate  purpose.  We
changed  our  name  to "Big  Cat  Mining  Corporation"  on July  31,  2001  when
management  determined that our company would acquire and explore a Wollastonite
property in Northern British Columbia.  On September 28, 2001, we entered into a
mineral option agreement with Spirit Energy Corp.  (formerly  Whitegold  Natural
Resource Corp.) ("Spirit  Energy") of Vancouver,  British  Columbia to acquire a
50% interest in 14  Wollastonite  Claims in the Liard Mining Division of British
Columbia.  We have named our initial property  acquisition the Big Cat Property.
This acquisition is the first material business which we have undertaken.

We are a junior mineral exploration company. We have an option to acquire 50% of
14  Wollastonite  Claims in the Liard Mining Division in the Province of British
Columbia.  We  acquired  our  option  from  Spirit  Energy  in an  arm's  length
transaction.  To date, Spirit Energy has expended  approximately $2.3 million on
the Big Cat Property. We have obtained an independent review of our project from
Downey  and  Associates  which  confirms  that the  project is worthy of further
development.  We will  seek  financing  to  complete  a  further  $2,333,000  in
exploration on the Big Cat Property which is necessary for our company to earn a
50% undivided interest.

We will earn our 50% interest in the Big Cat  Property if we make the  following
scheduled exploration expenditures:

     (a)  $35,000 on or before March 1, 2004;

     (b)  a further $66,000 on or before December 31, 2004;

     (c)  a further $233,000 on or before December 31, 2005.

     (d)  a further $666,000 on or before December 31, 2006; and

     (e)  a further $1,333,000 on or before December 31, 2007.

If we spend less than the specified sums in any expenditure  period, we can make
a direct  payment to Spirit  Energy for the  difference  of the amount  actually
spent and the specified  expenditure sum before the end of any given period.  In
the event we spend more on expenditures in any  exploration  period,  the excess
expenditures  may be carried forward and applied in succeeding  periods.  In the
event  that we fail to make  exploration  expenditures  on the Big Cat  Property
within the time frames  prescribed  by our option  agreement,  Spirit Energy may
send us a notice of default  containing  particulars of the obligation  which we
have not  performed.  We would have 45 days  following  delivery  of a notice of
default to cure the  default by a payment or  performance.  In the event that we
fail to comply with the default under the option agreement,  Spirit Energy would
be able to terminate our option agreement at its will. Additionally,  if we have
not fully exercised our option by making the exploration expenditures set out in
the  option  agreement  by the 10th  anniversary  of the option  agreement,  the
agreement automatically terminates.

<PAGE>
                                        4

Our company currently has  approximately  four years in which to raise and spend
the  $2,333,000  required to exercise  our option on the Big Cat  Property.  Our
ability  to  raise  financing  to  be  applied  towards  qualifying  exploration
expenditures  is  dependent  upon the  receptiveness  of the capital  markets to
industrial  mineral  projects and to the exploration  results we achieve through
the early phases of our project. In the first two years of our option agreement,
we will be required to raise and spend  $333,333.  In the third and fourth years
of our option  agreement,  we are required to raise and spend  $2,000,000.  This
expenditure  structure  allows  us the  flexibility  to seek  private  placement
financing  through  the  efforts  of  management  through  our start up  phases.
Management  anticipates  being  able to raise  the  $333,333  necessary  to fund
expenditures  on our Big Cat  Property  for the first  two  years of  operations
through  personal,  industry  contacts.  Management  may also seek  funding from
potential joint venture  partners who would be offered an interest in our option
agreement.  At such  time as the  Company  is  required  to make  the  last  two
expenditures  at the end of 2006 and 2007 totalling  $2,000,000,  management may
seek the  assistance of a registered  broker dealer to raise  financing  through
private placements by high net worth individuals or institutional  investors. In
the event we are required to make the larger payments of $666,666 and $1,333,333
on  December  31, 2006 and  December  31,  2007  respectively,  we would seek to
involve a larger, better capitalized partner. Management would not be seeking to
make the  December  31,  2006 and  December  31,  2007  payments  unless  it was
sufficiently  encouraged by early  exploration  on the Big Cat  Property.  It is
anticipated that  encouraging  early  exploration  work would attract  financing
and/or a well capitalized partner.

Management  of our  company  is  unaware  of  any  probable  or  new  government
regulations  which  will  negatively   impact  the  extraction,   processing  or
development  of commercial  minerals in the Province of British  Columbia in the
foreseeable  future.  Our  company  will work  within  the Mining Act of British
Columbia to develop our Big Cat property.  An in depth  discussion of government
approvals  required  to  advance  our  project  is  included  under the  heading
"Requirement of Government Approval".

Item 2. Description of Property
-------------------------------

Office Premises
---------------

We operate from our offices at 7928 Rowland Road,  Edmonton,  Alberta,  T6A 3W1,
Canada.  Space  is  provided  to us on a rent  free  basis by Mr.  Halvorson,  a
director of the Company. We are not a party to any lease. It is anticipated that
this  arrangement  will  remain  until  we are  able to  generate  revenue  from
operations and require  additional  office space for new  employees.  Management
believes that this space will meet our needs for the foreseeable future.

Location and Access
-------------------

The Big Cat  Wollastonite  property is situated in the Iskut River Map Area (NTS
104B/11W),  about ten  kilometres  southwest of the  confluence of the Iskut and
Craig  Rivers.  The  property is 70  kilometres  east of  tidewater at Wrangell,
Alaska and approximately 150 kilometres northwest of Stewart, BC.

The nearest road access is the Eskay Creek Mine Access Road, which is located 60
kilometres  to the east  along  the  Iskut  River.  The  property  is  presently
accessible by helicopter  from Bronson Creek,  which is about 15 kilometres east
of the  property.  Historically,  operators  have  commonly  used  aircraft from
Smithers,  BC and  transported  much  of the  mineral  from  other  projects  by
Hovercraft to Wrangell.  Ocean-going  barges can be used from  Wrangell,  up the
Stikine River to its confluence with the Iskut River.

Tenure Status
-------------

The Big Cat  Wollastonite  property  is  wholly  owned by Spirit  Energy  and is
located in the Liard Mining Division. A 10% Net Profits Interest (NPI) is due to
495488 B.C.  Ltd.  The  property  is  approximately  28 km2 and  consists of 122
mineral claim units. The significant  tenure  information is summarized in Table
1.5. Lloyd and Associates carried out a legal survey of the claims in 1997. This
survey  discovered  a  narrow  triangular  fraction  between  the ISK1 and ISK 3
claims. This gore of open ground was subsequently staked as the Grizzly claim.


<PAGE>
                                        5

                    Table 1.5 - BIG CAT PROPERTY CLAIM STATUS

Tenure No.        Claim Name          Expiry Date        Units     Tag No.
---------------   -----------------   ----------------   -------   ----------
334360            ISK 1               2005/12/15         20        227242
---------------   -----------------   ----------------   -------   ----------
334361            ISK 2               2005/12/15         20        227224
---------------   -----------------   ----------------   -------   ----------
334362            ISK 3               2005/12/15         20        227243
---------------   -----------------   ----------------   -------   ----------
334362            ISK 4               2005/12/15         18        227245
---------------   -----------------   ----------------   -------   ----------
342825            ISK 5               2005/03/03         16        227213
---------------   -----------------   ----------------   -------   ----------
343826            ISK 6               2005/03/03         16        227224
---------------   -----------------   ----------------   -------   ----------
349262            Grizzly             2002/08/10         5         228114
---------------   -----------------   ----------------   -------   ----------
349836            BRIL 1              2005/08/15         1         669160M
---------------   -----------------   ----------------   -------   ----------
349837            BRIL 2              2005/08/15         1         669161M
---------------   -----------------   ----------------   -------   ----------
349838            BRIL 3              2005/08/15         1         669162M
---------------   -----------------   ----------------   -------   ----------
349839            BRIL 4              2005/08/16         1         669163M
---------------   -----------------   ----------------   -------   ----------
349840            BRYS 1              2005/08/16         1         669164M
---------------   -----------------   ----------------   -------   ----------
349841            BRYS 2              2005/08/16         1         669165M
---------------   -----------------   ----------------   -------   ----------
349842            BRYS 3              2005/08/16         1         669200M
---------------   -----------------   ----------------   -------   ----------

We will earn our 50% interest in the Big Cat  Property if we make the  following
scheduled exploration expenditures:

     (a)  $35,000 on or before March 1, 2004;

     (b)  a further $66,000 on or before December 31, 2004;

     (c)  a further $233,000 on or before December 31, 2005.

     (d)  a further $666,000 on or before December 31, 2006; and

     (e)  a further $1,333,000 on or before December 31, 2007.

If we spend less than the specified sums in any expenditure  period, we can make
a direct  payment to Spirit  Energy for the  difference  of the amount  actually
spent and the specified  expenditure sum before the end of the period specified.
In the event we spend more on expenditures in any exploration period, the excess
expenditures  may be carried forward and applied in succeeding  periods.  In the
event  that we fail to make  exploration  expenditures  on the Big Cat  Property
within the time frames  prescribed  by our option  agreement,  Spirit Energy may
send us a notice of default  containing  particulars of the obligation  which we
have not  performed.  We would have 45 days  following  delivery  of a notice of
default to cure the  default by a payment or  performance.  In the event that we
fail to comply with the default under the option agreement,  Spirit Energy would
be able to terminate our option agreement at its will. Additionally,  if we have
not fully exercised the option by making the exploration expenditures set out in
the  option  agreement  by the 10th  anniversary  of the option  agreement,  the
agreement automatically terminates.

Our  option  grants  us  unfettered  access  to the Big Cat  Property  and  sole
authority to control mining operations.

<PAGE>

                                       6

Physiography and Climate
------------------------

The Big Cat Property  area is situated  within the Boundary  Ranges of the Coast
Mountains,  which are typified by extreme relief and glaciated  Alpine  terrain.
The property  exhibits  rugged  mountains  up to 2000 meters in  elevation  with
numerous glaciers and well-exposed rock-faces. Most of the property is above the
tree line at 1500  meters -  vegetation  is limited to alpine  flora,  including
stunted coniferous trees.

The Upper Bril Zone (where the best defined  Wollastonite  deposit occurs) is on
the Southeast flank of a  Northwest-Southeast  trending  ridge.  The peak of the
ridge is at 1490m and extends down slope to 1420  meters.  The upper part of the
deposit  is mainly  outcrop  but the  lower  slopes  are talus  covered - mainly
wollastonite  boulders.  This gives rise to a spectacular  white face,  which is
visible from several kilometres away.

The climate in the area is dominated by cloud,  low fog, and unsteady winds with
brief periods of stable sunny and hot summer days.  This climatic zone,  because
of its  proximity to the ocean,  rarely sees  temperatures  below  0(degree) and
rarely has any significant snowfall accumulations. The Iskut region is notorious
for its year-round  unstable  weather,  which is  responsible  for many "weather
days" when flying is not possible.

History of Exploration
----------------------

The Big Cat Wollastonite  occurrence was first reported by Kerr (1948) following
the original GSC regional  mapping  (1926-1929)  in the area.  His  explorations
covered  2500 sq.  km. In the  Stikine  River area it was  necessary  to map the
topography as well as the geology.  Other geological  studies in the Iskut River
area were conducted by Monger (1991),  Gunning (1992,  1993), Logan et al (1990,
1993). And McLelland et al (1993).

Lueck discovered the main  wollastonite  occurrences,  during his mapping of the
area as part of his Masters thesis at the University of British Columbia.  Lueck
(1993) also carried out a geological mapping and rock-sampling program on behalf
of Super Twin Resources (now Spirit Energy).  Mineralogical and XRF analyses was
done at UBC and showed that the white fibrous wollastonite-rich  material can be
easily separated from the dark gangue minerals.  The material also showed a high
aspect ratio of approximately 5:1.

Field work in 1995 consisted of a field program aimed at determining the quality
and  quantity of  wollastonite  on the property and  comprised  trenching,  bulk
sampling and detailed  geological mapping.  Several large wollastonite  deposits
were discovered during this program.

The 1997 field season at the Big Cat  Wollastonite  property  comprised  diamond
drilling  (22 holes  totalling  1980  meters),  trenching  (120 lineal  meters),
detailed  geological mapping and a legal survey. All of the trenches were mapped
and sampled and a two tonne bulk sample was collected from four test pits on the
Main Zone of the BRIL Zone.  Four holes,  totalling  445m,  were also drilled on
this zone. The core, trench and bulk samples were analyzed by XRF at the Cominco
Research  Laboratory (CRL) in Vancouver,  BC. The fieldwork was based out of the
Pamicon  camp  located at the base of the Bronson  airstrip,  approximately  1.5
kilometres from the Snip Gold Mine.

<PAGE>

                                        7


The 1997 field program consisted of 1,890 meters of diamond drilling, 120 lineal
meters  of blast  trenching,  approximately  5  tonnes  of  representative  bulk
sampling,  and detailed  geological  mapping.  It also included  engineering and
environmental  work associated with the project's  pipeline option from the mine
site to Bronson Creek.

Diamond drilling was focused on proving a mineable wollastonite deposit resource
at the Main Zone of the BRIL deposit.  Twelve holes  (BRIL-97-23  to BRIL-97-34,
were  dedicated to this task and were drilled along four parallel  fences spaced
30 meters apart and aligned  perpendicular  to the strike of the deposit.  Drill
holes  BRIL-97-25  and  BRIL-97-34  were  drilled to confirm the  northwest  and
southeast  contacts of the wollastonite  zone. Drill hole BRIL-97-39 was drilled
in the  hangingwall and  established a northeast  limitation to the deposit.  It
also tested the structural competence of the anticipated open-pit backwall.

Drill holes  BRIL-97-35 to BRIL-97-38,  were drilled to test for other targets -
including  the western  extension  of the Bril  Deposit,  a  potential  feldspar
resource,  a gold-bearing  regional fault structure west of the Bril deposit and
the Cliff wollastonite zone.

The trenching  comprised four 30-meter long blast trenches parallel to the drill
fences.  Each trench was mapped and sampled at 2-meter intervals as well as bulk
sampled  (total 5 tonnes).  All the  material  was analyzed by XRF at the CRL in
Vancouver.

Engineering work consisted of a geotechnical  assessment and route selection for
mineral  transportation,  preliminary  mineralogical and metallurgical  work for
wollastonite recovery and a geotechnical assessment of the proposed open pit and
tailings facility.

Geology
-------

Regional Geology
----------------

The Big Cat Wollastonite Property was first mapped by Kerr (1948) who identified
Mesozoic  sediments  and  volcanics.  Later work has  identified  these as lying
within an uplifted area known as the Stewart Complex (Grove,  1986).  Monger and
Berg (1984) defined this setting as the Stikine Terrane of the Intermontain Belt
adjacent  to the margin with the Coast  Mountain  Belt.  The Stikine  Terrane is
characterized  by  Paleozoic  to  Middle  Jurassic  strata  and  comprises  four
components.  These are Stikine  Assemblage,  the Stuhini and Lewes River Groups,
and Hazelton and Spatsizi Groups and the Bowser Group.

Most of the rocks in the area  exhibit  low-grade  metamorphism  (usually  lower
greenschist) but are often altered in proximity to intrusive stocks, plutons and
batholiths.

Folding and faulting  complexly deform most of the pre-Triassic  rocks. The most
common  structural  feature a regional  northeast - southwest  trending  faults,
which can have offsets of several kilometres.

Property Geology
----------------

The Big Cat Property encompasses the elliptical Zippa Mountain nepheline syenite
pluton,  that  outcrops  over a 3.5km by 5 km.  area.  This  intrusion is zoned,
layered,  characterized by a well-developed  planar mineral fabric and, based on
modal mineralogy) is strongly silica -  undersaturated.  The Mount Raven diorite
and the Seraphim  Mountain granite are two other intrusions  within the property
and temporally related to the Zippa Mountain pluton. Together, they all comprise
the Zippa Mountain Igneous Complex.


<PAGE>

                                        8

To  date,  five  main  wollastonite  occurrences  have  been  discovered  on the
property.  These are the Cliff,  Glacier,  Bartnick,  Brys and Bril.  The Cliff,
Glacier, BryS and Bril occur as series of xenoliths within the pyroxenite border
phase of the Zippa Mountain pluton. The Bartnick occurrence is unique in that it
appears to occur  peripheral  to the pluton and,  unlike the other  wollastonite
zones, is interlayered with chert and marble layers.

Geology of the Bril Deposit
---------------------------

The Bril deposit is divided into the upper Bril deposit, consisting of the East,
West and Main Zones,  and the lower Bril,  which  occurs 150 meters south of the
upper  Bril.  The  wollastonite  skarn  is  associated  with  minor  amounts  of
clinopyroxene  and  titanium-bearing  andradite  garnet  and  trace  amounts  of
titanite,  apatite,  feldspar,  carbonate  and  quartz.  The  diminution  of the
wollastonite  content  is  chiefly  attributed  to  centimetre  to  meter  scale
pyroxenite dykes, which crosscut the deposit.

The exposed portion of the upper Bril deposit  measures  greater than 360 meters
long and  approximately  50meters wide. The Main Zone,  which forms the basis of
this study,  outcrops as a 120 m long and 50m wide  tabular pod in the centre of
the upper Bril occurrence. Diamond drilling indicates that the Main Zone extends
to a depth of at least 100 meters. Mapping and drill core logging shows that the
hangingwall  and  footwall  contacts  are quite  sharp.  The  north-western  and
south-eastern  (both in section and plan) indicate  jagged contacts - likely due
to the  intercalation  of other rock  types at the edge of the skarn  alteration
zone. An examination of some of the drill core,  numerous core  photographs  and
the drill logs indicates that the wollastonite  content is primarily  related to
the  inclusion  of  other  minerals  such  as  pyroxene,  garnet,  feldspar  and
carbonate.  These impure layers  strike  parallel to the gross form of the skarn
itself. The layers are extremely  difficult to correlate from section to section
or from surface  mapping.  A transition  zone with more  abundant  impure layers
commonly  occurs  near the  footwall  contact  of the  Upper  Bril  wollastonite
deposit. .

The wollastonite skarn is a white to light green rock consisting of greater than
30% wollastonite. It varies in grain size from fine-grained (1mm long) to coarse
- grained  (5cm  long),  interlocking,  acicular  and/or  tabular  crystals.  It
contains,   on  average,   25%  melanite,   andradite  and,   locally,   garnet,
approximately 15% diopside and augite,  minor amounts of interstitial  feldspar,
titanite  and trace  amounts of  apatite.  The  wollastonite  is  commonly  well
foliated  but,  locally,  it is massive.  Trace  amounts of pyrite  occur in the
wollastonite  along  fractures and  microveinlets.  Millimetre-thick  late stage
quartz and calcite veins locally crosscut wollastonite.

The wollastonite  skarn,  which occurs east of the regional fault structure,  is
distinctively  different from the wollastonite  skarn located west of the fault.
The former consists of pure, high-grade wollastonite containing minor garnet and
pyroxene.  Wollastonite west of the fault is commonly interlayered,  on both the
outcrop  and map scale,  with  calc-silicates  and marble  layers and results in
lower wollastonite grades. Similarly,  calc-silicate and marble units within the
Far West Extension range in wollastonite content from 0% to 49%.

Mineralized Material Calculation
--------------------------------

Wollastine is visually  distinguishable as a white to light green material found
in  crystallike  form.  The  wollastonite  body is  surrounded  on all  sides by
pyroxenite  except  on  the  southeast  where  syenite  is  dominant.  Downey  &
Associates   (D   &  A)   carried   out   the   geological   interpretation   on
northeast-southwest  cross  sections  showing the geology as logged.  All of the
sub-surface  interpretations  were validated against geological surface mapping.
Geologic  contacts were extended to the  boundaries of the resource  block.  The
Bril Main Zone is exposed over more than 100 m along strike and approximately 50
m perpendicular  to strike.  Extensive  diamond  drilling and trenching over two
years  confirmed that the Main Zone extends at least 100 m below surface and has
an approximate  thickness of 50 metres. The geological  information and analyses
from fans of drill  holes (2-3 holes per  section)  were used to  calculate  the
resources. These sections are located 30 metres apart. Surface mapping and drill
hole oblique to the sections were used to define the along-strike  limits of the
deposit.  One hole was  drilled  parallel to the long axis of the deposit in the
hanging wall and confirmed the north-eastern boundary of the deposit.

<PAGE>
                                        9

Methodology
-----------

The  drilling  database  contains 18 drill holes with a total  length  drilled a
1,958 metres.  Trenching excavated 190 lineal metres from four trenches. A total
of 679  wollastonite  grades were obtained over 2 metres intervals in drill core
and  laterally  in  the  trenches.   The  weighted  averages  of  the  down-hole
intersections  were  utilized  in  the  mineralized  material  calculation.  D&A
prepared manual,  cross-sectional  based mineralized  material estimates for the
upper Bril deposit. The parameters used were as follows:

     Minimum thickness down hole for resource blocks                    6 m
     Minimum internal waste thickness down hole                         4 m
     Influence normal to holes or sections for resource blocks         15 m
     Mineralized  material  blocks are  constrained by
     limits of wollastonite as mapped and determined
     from drill holes Blocks were isolated on the basis
     of the bi-sectional boundaries

A total of 3 separate specific gravity  measurements were made by Spirit Energy.
The results of this work an average of 2.91 t/m3 was obtained for  wollastonite.
The specific gravity of blocks not considered  being  wollastonite was estimated
to be 3.1 t/m3,  which is the weighted  average of the garnetite and  pyroxenite
mean values.

Mineralogical Material Estimate
-------------------------------

The total Indicated  geological resources of the Big Cat wollastonite deposit is
1,198,552 tonnes grading 62.03%. An itemized  resource  calculation is tabulated
below in Table 1.6. In order to comply with US SEC  terminology,  the  Indicated
Resource would be termed "Other Mineralized Material".
<TABLE>
           Table 1.6 - Big Cat Property Mineralized Material Estimate
<CAPTION>

                                                                                                    Weighted
                        Resource                               Total                                Average
Section                 Block                Tonnes            Tonnes            Grade              Grade
-------------------     -----------------    -------------     --------------    ---------------    ------------
<S>                      <C>                 <C>               <C>               <C>                <C>
       A-A'                    A1               2,933                              82.74
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               A2               8,309                              67.89
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               A3             162,265                              61.46
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               A4             160,310                              61.16
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               A5              15,640                              54.01
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               A6               3,910                              81.93
-------------------     -----------------    -------------     --------------    ---------------    ------------
                                                Total             353,366                              61.55
-------------------     -----------------    -------------     --------------    ---------------    ------------

-------------------     -----------------    -------------     --------------    ---------------    ------------
       B-B'                    B1              14,076                              66.93
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B2             182,988                              58.27
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B3             165,393                              59.70
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B4             110,262                              68.23
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B5             166,566                              64.75
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B6              12,903                              68.13
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               B7              12,903                              67.97
-------------------     -----------------    -------------     --------------    ---------------    ------------
                                                Total             665,091                              62.46
-------------------     -----------------    -------------     --------------    ---------------    ------------

       C-C'                    C1               7,038                              63.43
-------------------     -----------------    -------------     --------------    ---------------    ------------
                               C2              11,730                              51.58
-------------------     -----------------    -------------     --------------    ---------------    ------------
</TABLE>

<PAGE>

                                       10

<TABLE>
<CAPTION>

                                                                                                    Weighted
                        Resource                               Total                                Average
Section                 Block                Tonnes            Tonnes            Grade              Grade
-------------------     -----------------    -------------     --------------    ---------------    ------------
<S>                      <C>                 <C>               <C>               <C>                <C>
                           C3                42,228                                56.54
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C4                27,370                                65.74
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C5                 5,865                                57.46
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C6                 7,625                                63.58
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C7                 3,519                                83.23
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C8                 1,760                                68.87
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           C9                43,401                                59.64
-------------------     -----------------    -------------     --------------    ---------------    ------------
                                              Total             150,535                                 60.20
-------------------     -----------------    -------------     --------------    ---------------    ------------

-------------------     -----------------    -------------     --------------    ---------------    ------------
       D-D'                D1                 6,491                                73.23
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           D2                14,467                                66.79
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           D3                 5,474                                65.17
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           D4                 1,799                                65.74
-------------------     -----------------    -------------     --------------    ---------------    ------------
                           D5                 1,329                                60.50
-------------------     -----------------    -------------     --------------    ---------------    ------------
                                              Total              29,560                                 67.56
-------------------     -----------------    -------------     --------------    ---------------    ------------

-------------------     -----------------    -------------     --------------    ---------------    ------------
                                            Grand Total        1,198,552                                 62.03
-------------------     -----------------    -------------     --------------    ---------------    ------------
                            Estimated Grade and Tonnage       1,198,552  tonnes @ 62.03% Wollastonite
-------------------     -----------------    -------------     --------------    ---------------    ------------
</TABLE>

Mineralogy
----------

General Mineral Chemistry and Physical Properties

A limited  number of chemical and physical  tests have been carried out on drill
core samples  from the Big Cat deposit at the  International  Metallurgical  and
Engineering (IME) laboratory in British Columbia in 1996 and at CRL. The results
of these  tests  are  shown  in  Table  1.7 as  compared  to those of a  typical
Wollastonite.

                   Table 1.7 - Chemical & Physical Properties

------------------------------- -------------------------- ---------------------
                                Typical
Chemical                        Wollastonite(1)            Big Cat(2)
------------------------------- -------------------------- ---------------------
CaO                             38 - 47%                   38%
S1O2                            47 - 52%                   48%
Fe2O3                           0.15 - 1.6%                3.9%
MgO                             0.04 - 2.0%                3.45%
Al2O3                           0.08 - 3.5%                0.34%
LOI                             0.5 - 2.0%                 0.2 - 0.7%
------------------------------- -------------------------- ---------------------
Physical
------------------------------- -------------------------- ---------------------
pH                              9 - 11
Specific Gravity                2.8 - 3.1 g/cm3            2.8 - 3.9 g/cm3
Moisture Content                1%                         0.1%
Brightness                      90 - 93 GE                 N/A
------------------------------- -------------------------- ---------------------
   (1)      From Roskill Information Services
   (2)      From IME testwork


Item 3.  Legal Proceedings
--------------------------

The Company is not involved in my legal proceedings at this time.

<PAGE>

                                       11

Item 4.  Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

No matter was submitted to vote of security holders during the fourth quarter of
the fiscal year covered by this report.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
-----------------------------------------------------------------

There is no  trading  market  for our  common  stock.  There has been no trading
market to date. Management has not discussed market making with any market maker
or broker dealer. We cannot guarantee that a trading market will ever develop or
if a market does develop, that it will continue.

Market Price
------------

Our common stock is not quoted at the present time.  The Securities and Exchange
Commission  has  adopted  a rule that  established  the  definition  of a "penny
stock," as any equity  security  that has a market  price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

     *    that a broker or dealer approve a person's account for transactions in
          penny stocks; and

     *    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must

     *    obtain financial  information and investment experience and objectives
          of the person; and

     *    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and that person has sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock,  a disclosure  schedule  relating to the penny stock  market,  which,  in
highlight form,

     *    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and

     *    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Disclosure  also has to be made about the risks of  investing  in penny stock in
both public offering and in secondary trading,  and about commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and the rights and remedies  available to an investor in cases of
fraud in penny stock transactions.  Finally,  monthly statements have to be sent
disclosing  recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

The rules and regulations governing the purchase and sale of penny stocks may be
considered cumbersome and a burden to some investors.  As a result, penny stocks
will be less appealing to many investors  which  restricts the potential  market
for the sale of penny stocks. As a result,  the  transferability or liquidity of
your stock will be less than that of more senior issuers.

<PAGE>

                                       12

In  general,  under  Rule 144,  a person who has  satisfied  a one year  holding
period,  under certain  circumstances,  may sell within any three-month period a
number of shares  which does not exceed the  greater of one  percent of the then
outstanding  common shares or the average  weekly trading volume during the four
calendar  weeks  before  such  sale.  Rule  144  also  permits,   under  certain
circumstances,  the sale of shares  without any quantity  limitation by a person
who has satisfied a two-year holding period and who is not, and has not been for
the preceding three months, an affiliate of our company.

Item 6.  Plan of Operation
--------------------------

Management  of the Company will actively seek new investors to increase our cash
reserves which will permit us to move into Phases 2 and 3 of our work program.

We do not  expect  any  significant  changes  in the  number  of our  employees.
Presently,  we are  fortunate to have the services of an  experienced  President
given our limited financial resources.  Our current management team will satisfy
our requirements for the foreseeable future.

We can satisfy our cash requirements for general,  administrative  and legal and
accounting  requirements  for the next 12 months.  We also have funds on hand to
complete  exploration  expenditures  totaling  $35,000 required under our option
agreement  on or before March 1, 2004.  The  independent  auditors  report which
accompanies  our audited  financial  statements as at April 30, 2002 states that
our  company has no  established  revenues  and has  incurred  net losses  since
inception.  In the view of our  auditors,  these  factors  raise doubt about our
ability to continue as a going concern.

General Background on Wollastonite
----------------------------------

Wollastonite  is named after  William Hyde  Wollaston,  the English  chemist and
mineralogist who discovered it in the late 1700's.  It is a naturally  occurring
metasilicate,  CaSiO3,  which was first  mined in  California,  in the 1930's to
supply  material for a white mineral woll. It has a theoretical  composition  of
48.3% CaO and 51.7% SiO2,  but impurities  such as iron,  magnesium or manganese
may substitute for part of the calcium, thereby reducing its whiteness.

World Production and Markets
----------------------------

Wollastonite  is  generally  found in two types of  deposits:  skarns  formed by
thermal  metamorphic  and  metasomatic  processes,  and  carbonatites  formed by
magmatic processes.

There  are  many  occurrences  of the  mineral  wollastonite,  but  deposits  of
sufficient  size  and  purity  to be  economically  viable  are  rare.  The main
producers are located in the United States,  Mexico,  China,  Finland and India.
World  wollastonite  production  capacity  is  estimated  at 700 kt,  with China
leading  world  production  at 38%,  followed by the US with 29%, and India with
15%.   Wollastonite   production  has  increased   markedly  since  1990,   when
approximately 270 kt was produced.  The two leading North American producers are
NYCO and R.T. Vanderbilt.  Total world wollastonite consumption was estimated at
to 800 kt in the year 2000.  Asia led the top  consumer  countries  followed  by
Europe, North America and Latin America.

Production capacity estimates have been taken from Roskill Information  Services
Reports.  Roskill  Information  Services Ltd. is an  internationally  recognized
mineral  research  company which produces  reports on several  mineral and metal
products each year. The Roskill Information  Services Reports include production
and consumption figures on a country by country and worldwide basis.

<PAGE>

                                       13

Chemical Markets
----------------

The largest chemical market is in ceramics,  especially in tiles, though also in
white ware. White ware is ceramics used for cooking and includes  casseroles and
baking dishes. The main reason for use is as a processing aid, in that it allows
the ceramic body to be  fast-fired.  This is a method of processing  that allows
the ceramic to be fired in hours rather than in days with  considerable  capital
and  operating  cost  savings.  Difficulties  are  encountered  doing  this with
non-wollastonite  bodies,  which contain volatiles and tend to bloat, blister or
delaminate; and due to sensitivity to thermal shock which causes breakage during
the fast  heating and cooling  cycles.  Wollastonite's  fibrous  form allows the
contained  volatiles to escape to the exterior,  and  reinforce  the body,  both
green and fired, and the glaze,  inhibiting cracking,  crazing and chipping; the
mineral has low heat  expansion  characteristics  which  overcome  cracking from
thermal shock.

Metallurgical   end-uses  are  the  second  largest,   consuming  19%  of  world
requirements. The largest sector is for use in casting powders in the continuous
casting of steel.  The powder  protects the surface of the steel from oxidation,
insulates it to keep it molten,  lubricates the mold, and absorbs impurities.  A
low grade of  wollastonite  is usable  as long as it is free  from  sulphur  and
phosphorus.

Some  wollastonite  has long been used as a component of mineral wool glass,  in
Finland, Mexico and previously California.

Physical Markets
----------------

These rely mainly on the acicularity of the wollastonite  crystal.  They include
asbestos-replacement markets and plastic fillers.

Plastics   end-uses   take  up  10%  of  the  world  usage.   The  products  are
sophisticated,   involving  special  processing,  such  as  special  methods  of
comminution and  classification  to produce high aspect ratio fibers and surface
treatments.  The main end-uses are in thermoplastics and in thermoset  polymers,
all mainly for automotive end-uses. The main uses in the automobile industry are
in the manufacture of fenders,  battery casings,  body trim and moulded interior
parts such as cup holders and side storage panels.

Wollastonite  is also used as a high  brightness  extender  pigment in coatings,
particularly exterior architectural coatings and anti-corrosive primers, however
current usage is small. The term "high brightness  extender  pigment" means that
the outer coating of the finish will retain its  brightness as the  wollastonite
additive decreases the moisture absorption which increases the stain resistance,
thereby extending the brightness over the life of the component.

North American Producers and Potential Producers
------------------------------------------------

There are three  main  North  American  wollastonite  producers  - Nyco and R.T.
Vanderbilt,  both in upstate New York,  plus  sporadic  production  by Pfizer in
California.  A deposit  at  Gilbert,  Nevada has been  under  investigation  for
several years, but now appears to be dormant.

In 1994,  Nyco  acquired  mineral  rights to the large  Pilares  deposit,  50 km
northwest  of the  city of  Hermosillo  in  Sonora,  northwest  Mexico  which is
currently in production. The property contains 1,150 acres of mineral rights and
1,950 acres of surface  rights.  There is virtually no overburden and the mining
operation is open pit. Reserves of 50 Mt of wollastonite, grading 60% or better,
have been delineated.

<PAGE>

                                       14

The mineral is high grade and contains high aspect ratio wollastonite,  which go
to  plastics  end-users.  The  major  markets  are  in  ceramics,  coatings  and
metallurgical fluxes. It is estimated that Nyco spent US$100 million to open the
mine, flotation and processing plant with a capacity of 90 ktpy to 216 ktpy.

It is too early to say  whether  the Big Cat  wollastonite  product  will have a
market.  However,  based  on the  work  completed  to date it  appears  that the
specifications  for the  market  can be met  with the Big Cat  product.  Further
marketing  studies  will be required to determine  what  quantity of the Big Cat
product can be marketed and general terms for such products.

Big Cat Metallurgical Testwork
------------------------------

Metallurgical  testing of the Big Cat  mineral  was  completed  over an eighteen
month period in 1996-97, at International Metallurgical and Engineering (IME) to
develop a flowsheet for recovering a high-grade wollastonite product.

The testwork indicated that a high purity  wollastonite  product can be produced
from the Big Cat wollastonite  mineral using only  classification  and flotation
processes  to remove  calcite  and  mafic  gangue  minerals  after  grinding  to
approximately 80% passing 120 microns.

1996 Testwork
-------------

A number of drill hole samples were collected for the testwork.  Eight composite
samples covering various wollastonite grades were prepared for testwork using NQ
drill core samples  from holes DDH-1 to DDH-4,  as shown in Table 1.1. All drill
hole spacing was at 30m centres  which is deemed  appropriate  for a mineralized
tonnage and overage grade estimate.

<TABLE>
                               Table 1.1 - Drill Hole Core Samples for Initial Work
<CAPTION>


    Composite        Drill Hole         Depth at which        Weight (g)      Wollastonite      Weighted Average
       No.              No.          Sample is Taken (ft)                      Grade (%)         Grade (1) (%)
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
<S>                <C>             <C>                        <C>           <C>                <C>
        1               DDH1            29.95 - 31.95             808            49.44
                                        31.95 - 33.95             708            33.41               52.12
                                        33.95 - 35.95             723            53.34
                                        35.95 - 37.95             854            69.14
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        2               DDH1            87.95 - 89.95             901            38.50               46.53
                                        89.95 - 91.95             950            59.14
                                        91.95 - 93.95           1,019            33.98
                                        93.95 - 95.95             848            56.00
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        3               DDH1           117.95 - 119.95            951            54.93               69.36
                                       119.95 - 121.95            800            58.49
                                       121.95 - 123.95          1,101            79.30
                                       123.95 - 125.95            849            82.87
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        4               DDH2            20.70 - 22.70           1,001              -                 68.27
                                        22.70 - 24.70             902            68.75
                                        24.70 - 26.70             652            80.20
                                        26.70 - 28.70           1,006            60.11
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        5               DDH3            16.10 - 18.10           1,076            42.49               39.66
                                        18.10 - 20.10           1,015            25.06
                                        20.10 - 22.10             863              -
                                        22.10 - 24.10             956            51.96
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        6               DDH3            52.10 - 54.10             798            72.64               64.28
                                        54.10 - 56.10           1,052            54.87
                                        56.10 - 58.10             950            75.75
                                        58.10 - 60.10             901            55.75
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        7               DDH4            16.20 - 18.20           1,009            40.30               45.17
                                        18.20 - 20.20           1,046            43.50
                                        20.20 - 22.20           1,035              -
                                        22.20 - 24.20           1,005            51.79
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
</TABLE>



<PAGE>

                                       15

<TABLE>
              Table 1.1 - Drill Hole Core Samples for Initial Work
                                   (Continued)
<CAPTION>


    Composite        Drill Hole         Depth at which        Weight (g)      Wollastonite      Weighted Average
       No.              No.          Sample is Taken (ft)                      Grade (%)         Grade (1) (%)
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
<S>                <C>             <C>                        <C>           <C>                <C>

        8               DDH4            56.20 - 58.20             956            72.68               66.62
                                        58.20 - 60.20             957            73.67
                                        60.20 - 62.20             852            78.59
                                        62.20 - 64.20           1,051            45.00
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
</TABLE>

Note:  (1) Analysis by bulk chemical method.

The core was  delivered  to IME,  crushed to 25 mm, coned and  quartered.  These
composites were used in all the testwork.

Eight scoping tests were conducted using these composites.  Locked cycle testing
was  carried  out to  provide  data  that  would  better  estimate  the  mass of
wollastonite concentrate produced from the minerals. An overall composite sample
of the eight test  composites  was  prepared  and used for the six locked  cycle
tests.

1997 Testwork
-------------

Six further  locked  cycle test were  performed  using  samples from drill holes
number 27, 29, 30, 32 and 35.  Locked  cycle test No. 7 used a composite  of the
1997 program  material from drill holes No., 23 to 35. All the above drill holes
were also  located at 30m centre  spacing.  The table below  lists the  weighted
average head grades for each  composite,  and the amount of material  taken from
each section.

<TABLE>
           Table 1.2 - Drill Hole Core Samples for Subsequent Testwork
<CAPTION>

----------------------- --------------------- ------------------------ ------------------------- ---------------------
    Composite No.          Drill Hole No.         Depth at Which              Weight (g)               Weighted
                                               Sample is Taken (ft)                                Average Grade(1)
                                                                                                         (%)
----------------------- --------------------- ------------------------ ------------------------- ---------------------
<S>                     <C>                   <C>                      <C>                       <C>

        97-27                  DDH27              8.6 m - 108.6 m       500 g at 2 m intervals          58.28%
----------------------- --------------------- ------------------------ ------------------------- ---------------------
        97-29                  DDH29             6.63 m - 96.63 m       500 g at 2 m intervals          48.76
----------------------- --------------------- ------------------------ ------------------------- ---------------------
        97-30                  DDH30             8.12 m - 114.12 m      500 g at 2 m intervals          55.49
----------------------- --------------------- ------------------------ ------------------------- ---------------------
        97-32                  DDH32              18.5 m - 28.5 m       500 g at 2 m intervals          47.12
                                                 44.7 m - 107.0 m
----------------------- --------------------- ------------------------ ------------------------- ---------------------
        97-35                  DDH35             4.58 m - 74.58 m       500 g at 2 m intervals            Nd
----------------------- --------------------- ------------------------ ------------------------- ---------------------
</TABLE>

Note:  (1) Analysis by bulk chemical method.

The samples were prepared according to the following procedure:

The ground  mineral was  classified in two stages.  The mill discharge was first
screened at 297 microns to remove the coarse fraction, which was recycled to the
mill. The screen undersize in the initial  testwork was  subsequently  de-slimed
using a 37 micron screen before feeding the mineral to flotation.  This testwork
was repeated with screening at 20 microns to lower the mass of wollastonite lost
in the slimes.

After desliming,  the wollastonite  product was conditioned for five minutes and
then  floated  in a Denver  flotation  machine.  The ground  flotation  feed was
conditioned  for five  minutes,  then floated for two minutes in a rougher stage
and a total of eight minutes in three scavenger stages. The combined rougher and
scavenger froth,  containing the gangue,  was re-floated for four minutes in the
first cleaner stage and five minutes in the second cleaner stage.  The flotation
collectors  were added as water based  emulsions.  Frother was added neat to the
process.  Oleic acid was always added in stages to the process  rather than in a
single addition. The recovery results from the testwork are shown in Table 1.3.

<PAGE>

                                       16
<TABLE>

                    Table 1.3 - Wollastonite Recovery Results
<CAPTION>

Composite          Testwork           Mineral Grade       % Wollastonite          % Mass        % Wollastonite     %
                                      % Wollastonite      Recovery Overall       Recovery       Lost in            Wollastonite
                                                                                 Overall        Sliming            Lost in Gangue
---------------    ---------------    ----------------    -----------------    -------------    ---------------    ---------------
<S>                <C>                 <C>                <C>                  <C>              <C>                <C>
                        1996                55                  81.8               45.0              7.7                10.5
                        1996                81                  84.0               68.0              11.3               4.7
   Comp 27              1997                60                  85.8               51.5              4.1                10.1
   Comp 29              1997                522                 84.8               44.1              1.2                17.2
   Comp 30              1997                54                  92.8               50.1              2.4                4.8
   Comp 32              1997                50                  80.6               40.3              1.0                18.4
  1997 Comp             1997                50                  77.8               58.9              5.0                17.2
---------------    ---------------    ----------------    -----------------    -------------    ---------------    ---------------
                   Average, all            57.4                 83.9               48.3              4.7                11.4
---------------    ---------------    ----------------    -----------------    -------------    ---------------    ---------------
                   Average, 1997           53.2                 84.4                45               2.7                12.9
---------------    ---------------    ----------------    -----------------    -------------    ---------------    ---------------
</TABLE>

The most significant  metallurgical  parameters  resulting from the testwork are
summarized as follows:

Average mill head grade                      =      58.1% wollastonite
Average concentrate mass recovery            =      50.5% of feed mass
Average wollastonite recovery, approximate   =      84%
Wollastonite losses (approximate)
         Gangue                              =      10%
         Slimes                              =      60%
Grind size, P80                              =      120 microns
Reagent addition,  oleic acid                =      2,200 g/t
Finished product size specifications:
         Grade 8                             =      5 - 8 microns
         Grade 3                             =      3 - 5 microns
         Grade 10                            =      20 - 30 microns
         Grade 100                           =      40 - 50 microns

Based on this program,  it appears that the wet grinding and flotation  recovery
method  would  be  well  suited  to the Big Cat  deposit.  However,  significant
additional testwork will be required to optimize this work and test the complete
mineral body in terms of variability.

Other work will include dewatering testwork and water quality analysis.

Recommended Work Program
------------------------

Our  consultants,  Downey  &  Associates,  concluded  that  the Big Cat  project
warrants further expenditure because:

The review agrees with the mineralized material calculation  completed by Spirit
Energy.  Our  consultants  completed an  independent  calculation of mineralized
material  based on drill result data.  Estimates  indicate 1.2 million  tones of
mineral grading 62% wollastonite.

The contained  wollastonite  appears to be readily  recoverable  by standard wet
processing  methods,  at a recovery and  chemical and physical  grade that could
achieve  market  penetration.  The  project  location  is remote.  However it is
reasonably  close to existing  mining  infrastructure  and  transport  routes to
assist in project  development.  The project is "remote"  only in the sense that
there is no existing  infrastructure in the vicinity of the project.  A new road
of  approximately  70km in length will be needed to access the  existing  mining
infrastructure.

The current drillhole spacing is insufficient to support a feasibility study and
additional drilling will be required.


<PAGE>

                                       17

The  consultants  do not know of any social or  environmental  issues that could
jeopardize the project.

The  consultants  recommend  a four year,  three  phase  program  to  complete a
pre-feasibility  study  followed  by a detailed  feasibility  study.  All dollar
figures are U.S..

Phase 1.
--------

This phase would  commence in mid-2002  and be  completed by the end of February
2003.   This  work  would  include  a  marketing   study  and  some   additional
metallurgical  testwork.  The  marketing  study would allow us to determine  the
value ranges for the products  that could be produced  from the Big Cat deposit.
It would  also  help  predict  the  market  potential  and  growth  sectors  for
wollastonite.  This work would likely be completed by a  specialized  consulting
group or individual,  with specialized knowledge of the wollastonite market. The
estimate for this stage is $33,500.

Phase 1 work would  commence  with the  collection  of mineral  samples from the
project  for  metallurgical  test  work.  This work  would be done to  generally
confirm  the  results  of the test work  completed  by IME so that the grade and
recovery of the wollastonite can be independently determined by us.

The test work would consist of flotation to determine  grade and recovery of the
product and optical  microscopy  to  determine  the aspect ratio of the product,
which is important in helping to determine potential markets and end users.

Based on the results of this test work the  marketing  study would be completed.
The marketing study would involve a consultant  with the relevant  experience in
the  wollastonite  market.  It will  include  current  research on the  existing
markets and supply and demand figures.  It would also include  discussions  with
potential  end users in areas such as the ceramics  industry and the  automobile
supply parts industry.

This study will also include data on pricing for the product.

The costs for this Phase are estimated as follows:

         Sample Collection (including travel)                    $1,600
         Metallurgical Test work                                 $8,500
         Marketing Study                                        $16,500
         Company General and Administrative                      $6,900
         Total                                                  $33,500

Phase 2.
--------

This phase would take  approximately  two years, at which time a pre-feasibility
would be completed. The work would include diamond drilling,  geotechnical work,
metallurgical and mineralogical testwork,  engineering studies and environmental
studies.

Expenditures of $300,000 are estimated to complete this work.

Phase 2 work will require  additional  drilling and test work. The drilling will
be of  sufficient  spacing  so that  mineralized  material  calculations  can be
completed.  This  drilling  will be used to  determine  whether this deposit has
sufficient tonnage and average grade to warrant a comprehensive evaluation based
upon unit  cost,  grade,  recoveries  and other  material  factors  required  to
conclude a commercially viable mining operation.  The drilling will focus solely
on the existing  mineral body,  that was  originally  discovered  and drilled by

<PAGE>

                                       18

Spirit Energy. The limits of this mineral body was essentially defined by Spirit
Energy by surface  sampling  and  oblique  diamond  drilling.  We do not plan to
complete any  geochemical  or  geophysical  testing for that  reason.  The drill
spacing on the upcoming programme will be what is commonly referred to as infill
drilling.  In other words the drill holes will be located between existing drill
holes so that a mineral  reserve can be  calculated  according to the  standards
defined  by the  Canadian  Institute  of Mining  and  Metallurgy.  The work will
include  detailed  assays of the drill core by a recognized and certified  assay
laboratory.  Concurrent with this will be the environmental  baseline studies on
the mine area and the access road area.

Geotechnical work would include mapping of the rock types major structures.  All
drill core  would also be mapped  including  rock mass  classification  and rock
quality data.  This will allow  calculations  to be completed for pit slopes for
any proposed open pit mine.

The  metallurgical  work will include  comminution and grinding to determine the
optimal grind versus recovery relationship for the mineral.  Flotation test work
will also be completed  including  locked cycle test work that will model actual
operating  conditions.  This test work will determine the best suite of reagents
for mineral recovery as well as the grade and recovery of the product.

This work will also include  dewatering  test work which will determine the best
method of separating the moisture from the wollastonite  product.  Included will
be thickening test work and filtration test work. In general terms,  the optimal
moisture  will be in the 8-12%  range,  which  allows the  product to be shipped
without too much moisture but also prevents dusting.

Other work will include X-Ray Diffraction (XRF) test work to determine  impurity
levels in the product and further optical microscopy.

Based on all of the above project  capital and operating costs to a 25% accuracy
would be completed followed by preliminary project economics.

The Estimated Costs for this Phase are:

         Drilling and Sampling                                  $73,500
         Geotechnical Work                                      $16,500
         Metallurgical Testwork                                 $30,000
         Preliminary Mine Design                                $16,500
         Engineering                                            $60,000
         Road Design                                            $13,500
         Environmental                                          $30,000
         Company General & Administrative                       $60,000
         Total                                                 $300,000


Phase 3.
--------

If the exploration work confirms a mineralized body which has been delineated by
appropriately  spaced drilling and/or underground sampling to support sufficient
tonnage and average grade,  then additional  expenditures  would be warranted to
proceed with a bankable feasibility study. "Bankable" means to a level of detail
to facilitate lending by recognized banking institutions.

The following  Table 1.4 shows a generalized  breakdown of the costs  associated
with Phases 1 and 2.

<PAGE>

                                       19

                          Table 1.4 - Estimated Budget

-----------------------------------------------         ---------
Project Management & Administration                     $66,900
-----------------------------------------------         ---------
Geology & Mineral Reserves                              $77,100
-----------------------------------------------         ---------
Geotechnical                                            $16,500
-----------------------------------------------         ---------
Mining                                                  $16,500
-----------------------------------------------         ---------
Marketing                                               $18,000
-----------------------------------------------         ---------
Metallurgy & Process Selection                          $38,500
-----------------------------------------------         ---------
Infrastructure                                          $23,500
-----------------------------------------------         ---------
Project Evaluation & Feasibility                        $28,500
-----------------------------------------------         ---------
Environmental                                           $30,000
-----------------------------------------------         ---------
Capital & Operating Costs                               $18,000
-----------------------------------------------         ---------
Total                                                   $333,500
-----------------------------------------------         ---------

Item 7.  Financial Statements
-----------------------------

The audited  financial  statements for Big Cat Mining  Corporation  for the year
ending  April 30, 2003 are  included as part of this Form 10-KSB  following  the
signature page of this Form 10-KSB.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure
--------------------------------------------------------------------------------

We  have  had no  disagreements  on  any  matter  of  accounting  principles  or
practices,  financial  statement  disclosure or auditing scope or procedure with
any of our accountants  since our incorporation in June 19, 1997. In July, 2002,
management engaged Cordovano & Harvey,  P.C. as our new independent  accountants
to audit our  financial  statements  replacing  Davidson  &  Company,  Chartered
Accountants.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------------------------------------

Set forth below are the present directors and executive officers of the Company.
Note that there are no other persons who have been nominated or chosen to become
directors  nor are  there  any  other  persons  who have  been  chosen to become
executive officers.  There are no arrangements or understandings  between any of
the  directors,  officers  and other  persons  pursuant to which such person was
selected as a director or an officer.  Directors  are elected to serve until the
next annual meeting of stockholders and until their successors have been elected
and have qualified. Officers serve at the discretion of the Board of Directors.

<PAGE>

                                       20

Name                 Age       Position
----                 ---       --------

Phil Mudge           38        Secretary, Chief Financial Officer and Director
Michael Halvorson    58        President, Chief Executive Officer and Director

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation,  retirement,  removal, or
disqualification,   or  until  their  successors  have  been  duly  elected  and
qualified.  Vacancies in the existing  Board of Directors are filled by majority
vote of the remaining Directors.  Our officers serve at the will of the Board of
Directors.  There are no other family relationships between any of our executive
officers and directors.

Resumes
-------

Phil Mudge

Phil Mudge was appointed to his positions on August 1, 2001.  Mr. Mudge has been
President of Cody Tree  Service  Ltd.  for the past 14 years.  Cody Tree Service
services the utility  industry in Western Canada providing  construction  crews,
vegetation  control,  consulting and strategic  operational  solutions.  Project
involvement  includes right of way construction  and maintenance.  As President,
Mr. Mudge directs the day to day operations of Cody Tree Service Ltd.  including
project planning, project estimates and crew and contract supervision.

Mr. Mudge is not a director of any other reporting companies.

Michael Halvorson

Michael Halvorson was appointed to his positions on August 1, 2001. From 1980 to
the present,  Mr.  Halvorson  has been the  President  of Halcorp.  Capital Ltd.
Halcorp.  Capital  Ltd. is a private  corporation  which  specializes  in junior
resource  company  financing.  Mr.  Halvorson  has acted as a consultant  and/or
director to numerous  junior  resource  companies  during the period 1993 to the
present.

In Mr.  Halvorson's  capacity as a consultant,  he has introduced  management of
junior resource companies to brokerage firm contacts, sources of venture capital
financing and to potential joint venture  partners.  Mr. Halvorson has extensive
contacts and  connections in the Canadian  resource  industry.  In his role as a
consultant,   Mr.  Halvorson  has  also  provided  advice  to  resource  company
management  teams on mind development and project  planning  infrastructure  and
financing. Viceroy Resource Corporation of which Mr. Halvorson is a director has
a gold mine in production.  Mr.  Halvorson acts as an officer and/or director of
the following companies:

<TABLE>
<CAPTION>

Name of                              Position(s) Held       Place
Reporting Issuer                     With Issuer            of Listing      From                    To
----------------------------         ----------------       ----------      ----                    --
<S>                                  <C>                    <C>             <C>                     <C>
Trillion Resources Ltd.              Director/              TSE             October, 1993           Present
                                     Vice-President
Viceroy Resource                     Director               TSE             May, 1996               Present
   Corporation
Gentry Resources Ltd.                Director               TSE             October, 1997           Present
Western Copper Holdings              Director               TSE             October, 1997           Present
   Limited
</TABLE>

<PAGE>

                                       21

<TABLE>
<CAPTION>

Name of                              Position(s) Held       Place
Reporting Issuer                     With Issuer            of Listing      From                    To
----------------------------         ----------------       ----------      ----                    --
<S>                                  <C>                    <C>             <C>                     <C>
Sloane Petroleum Inc.                Director               TSX             June, 1998              Present
Pacific Cascade Resources            Director               TSX             April, 1998             Present
   Corp.
Orezone Resources Inc.               Director               TSE             May, 1999               Present
Predator Capital Inc.                Director               TSX             September, 2000         Present
Royal Country Ltd.                   Director               TSX             June, 2001              Present
</TABLE>


Item 10.  Executive Compensation
--------------------------------

No  compensation  has been awarded to, earned by or paid to our officers  and/or
directors since our inception. Management has agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
we have generated revenues from operations.  As of the date of this registration
statement, we have no funds available to pay officers or directors. Further, our
officers  and  director  are  not  accruing  any  compensation  pursuant  to any
agreement with us.

<TABLE>
                                              SUMMARY COMPENSATION TABLE
<CAPTION>
                                                                              Long Term Compensation
                                                                       --------------------------------------
                                         Annual Compensation                    Awards            Payouts
                          ------------------------------------- -------------------------- ----------- ----------
          (a)             (b)        (c)         (d)          (e)          (f)          (g)          (h)         (i)
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
                                                             Other                                               All
                                                            Annual     Restricted    Securities                 Other
  Name and Principle                                         Comp-        Stock      Underlying      LTIP       Comp-
       Position                    Salary       Bonus      ensation     Award(s)    Option/SARs    Payouts    ensation
                          Year       ($)         ($)          ($)          ($)          (#)          ($)         ($)

------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
<S>                      <C>     <C>          <C>         <C>          <C>          <C>           <C>         <C>
Michael Halvorson,       2002/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director   2003
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Phil Mudge,              2002       $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary and Director   2003
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

The following table provides  information  regarding the beneficial ownership of
our common stock as of April 30, 2003 by:

     *    each person or entity known by us to be the  beneficial  owner of more
          than 5% of the outstanding shares of common stock,

     *    each of our directors and named executive officers, and

     *    all of our directors and executive officers as a group.

                   Name and Address       Amount and Nature         Percent
Title of Class     of Beneficial Owner    of Beneficial Owner       of Class
--------------     -------------------    -------------------       --------

Common Stock       Phil Mudge             513,000 common shares     46.05%
                   454 Yates Road         Direct Ownership
                   Kelowna, B.C.
                   V1V 1R3

Common Stock       Michael Halvorson      100,000 common shares     8.97%
                   7928 Rowland Road      Direct Ownership
                   Edmonton, Alberta
                   T6A 3W1

Common Stock       All Officers and       613,000 common shares     55.02%
                   Directors as a Group

<PAGE>

                                       22

The balance of our outstanding common stock is held by 44 persons,  none of whom
hold 5% or more of our outstanding common stock.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power  with  respect to  securities.  Shares of our  common  stock  which may be
acquired  upon  exercise  of stock  options  or  warrants  which  are  currently
exercisable or which become  exercisable within 60 days of the date of the table
are deemed  beneficially  owned by the optionees.  Subject to community property
laws,  the  persons or  entities  named in the table  above have sole voting and
investment power with respect to all shares  indicated as beneficially  owned by
them.

Changes in  Control.  We are not aware of any  arrangements  which may result in
"changes in control" as that term is defined by the provisions of Item 403(c) of
Regulation S-B.


Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------


There have been no related  party  transactions,  or any other  transactions  or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Item 13.  Exhibits and Reports on Form 8-K.
-------------------------------------------

(A)  Exhibits
-------------


Exhibit
Number          Description
---------------------------

3.1             Articles of Incorporation and amendments thereto, as filed with
                the Issuer's Form 10-SB (file no. 0-49870) filed on June 17,
                2002 incorporated herein by reference.

3.3             Bylaws as filed with the Issuer's Form 10-SB (file no. 0-49870)
                on June 17, 2002 incorporated herein by reference.

13.1            Form 10QSB for the Period ended October 31, 2002, filed on
                December 11, 2002, incorporated herein by reference.

13.2            Form 10QSB for the Period ended January 31, 2003, filed on March
                17, 2003, incorporated herein by reference.

99.1            Certification of Disclosure by the Company's Chief Executive
                Officer

99.2            Certification of Disclosure by the Company's Chief Financial
                Officer

99.3            Section 906 Certification

<PAGE>

                                       23

(B) Reports on Form 8-K
-----------------------

None


Item 14.  Controls and Procedures
---------------------------------

Our C.E.O.  and C.F.O.  have  concluded  that our controls and other  procedures
designed to ensure that information  required to be disclosed in reports that we
submit  under the  Securities  Exchange  Act of 1934,  is  recorded,  processed,
summarized and reported  within the time periods  specified in the  Commission's
rules and forms are effective, based upon their evaluation of these controls and
procedures as of a date within 90 days of the filing date of this Form 10-KSB.

There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect those controls  subsequent to the date of this
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and weaknesses.

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     BIG CAT MINING CORPORATION


Dated:  July 29, 2003                Per:  /s/Phil Mudge
                                           ------------------------------------
                                           Phil Mudge,
                                           Chief Financial Officer and Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  person on behalf of the  Registrant  and in the capacities and on the
dates indicated.


                                           /s/Phil Mudge
                                           ------------------------------------
                                           Phil Mudge, C.F.O. and Director

                                           July 29, 2003
                                           ------------------------------------
                                           Date



<PAGE>

                                                                           Page
                                                                           ----

Report of Independent Auditors .........................................   F-2

Balance Sheet at April 30, 2003 ........................................   F-3

Statements of Operations for the years ended April 30, 2003 and 2002,
     and from June 17, 1997 (inception) through April 30, 2003 .........   F-4

Statement of Changes in Shareholders' Equity for the period from
     June 17, 1997 (inception) through April 30, 2003 ..................   F-5

Statements of Cash Flows for the years ended April 30, 2003 and 2002,
     and from June 17, 1997 (inception) through April 30, 2003 .........   F-6

Notes to Financial Statements ..........................................   F-7


                                      F-1
<PAGE>


                         Report of Independent Auditors


To the Board of Directors
Big Cat Mining Corporation:


We have audited the accompanying  balance sheet of Big Cat Mining Corporation as
of April  30,  2003,  and the  related  statements  of  operations,  changes  in
shareholders'  equity,  and cash  flows  for each of the  years in the  two-year
period ended April 30, 2003 and from June 17, 1997 (inception) through April 30,
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  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,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Big Cat Mining Corporation as
of April 30, 2003, and the results of its operations and its cash flows for each
of the years in the two-year  period ended April 30, 2003 and from June 17, 1997
(inception)  through  April  30,  2003 in  conformity  with  auditing  standards
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has suffered recurring losses since inception
which raises a substantial doubt about the ability of the Company to continue as
a going concern.  Management's plans in regard to this matter are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of these uncertainties.



/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
July 28, 2003

                                       F-2

<PAGE>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                                  Balance Sheet
                                 April 30, 2003


                                     Assets
Cash ...............................................................  $  60,062
                                                                      =========


                      Liabilities and Shareholders' Equity

Liabilities:
    Accounts payable and accrued expenses ..........................  $   5,120
                                                                      ---------
                 Total liabilities .................................      5,120
                                                                      ---------

Commitments (Note 4) ...............................................       --

Shareholders' equity (Note 3):
    Common stock , $.0001 par value;  authorized 100,000,000 shares,
      issued and outstanding 1,114,000 shares, respectively ........        111
    Additional paid-in capital .....................................    121,714
    Deficit accumulated during exploration stage ...................    (66,883)
                                                                      ---------

                 Total shareholders' equity ........................     54,942
                                                                      ---------

                                                                      $  60,062
                                                                      =========
                 See accompanying notes to financial statements

                                       F-3
<PAGE>

<TABLE>
                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                             Statement of Operations
<CAPTION>

                                                                                 June 19, 1997
                                                         For The Years Ended      (inception)
                                                             April 30,              Through
                                                    --------------------------      April 30,
                                                       2003           2002            2003
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Costs and expenses:
    Contributed services (Note 2) ...............   $     2,650    $     2,050    $     5,700
    Contributed rent (Note 2) ...................         1,200          1,200          4,000
    Filing fees .................................           418            605          1,223
    Exploration costs ...........................           658          2,296          2,954
    Stock-based compensation - organization costs          --             --               50
    Office ......................................         3,804            265          4,069
    Consulting fees, related party (Note 2) .....         7,023           --            7,023
    Professional fees ...........................        38,333          3,252         41,864
                                                    -----------    -----------    -----------

                   Loss before income taxes .....       (54,086)        (9,668)       (66,883)

Income tax provision (Note 5) ...................          --             --             --
                                                    -----------    -----------    -----------

                   Net loss .....................   $   (54,086)   $    (9,668)   $   (66,883)
                                                    ===========    ===========    ===========

Basic and diluted loss per share ................   $     (0.05)   $     (0.02)
                                                    ===========    ===========

Weighted average common shares outstanding ......     1,114,000        504,385
                                                    ===========    ===========
</TABLE>

                 See accompanying notes to financial statements

                                       F-4
<PAGE>

<TABLE>
                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                  Statement of Changes in Shareholders' Equity
<CAPTION>

                                                                                                          Deficit
                                                                                                         Accumulated
                                                                    Common Stock           Additional      During
                                                             --------------------------      Paid-in     Exploration
                                                               Shares        Par Value       Capital        Stage          Total
                                                             -----------    -----------    -----------   -----------    -----------
<S>                                                          <C>            <C>            <C>           <C>            <C>
Balance at inception
    June 19, 1997 .........................................         --      $      --      $      --     $      --      $      --

June 1997, issuance of common stock
    for services, at fair value ($.0001 per share) (Note 2)      500,000             50           --            --               50
Net loss ..................................................         --             --             --             (50)           (50)
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 1998 .................................      500,000             50           --             (50)          --

Net loss ..................................................         --             --             --            --             --
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 1999 .................................      500,000             50           --             (50)          --

Contributed services (Note 2) .............................         --             --              500          --              500
Contributed rent (Note 2) .................................         --             --              400          --              400
Net loss ..................................................         --             --             --            (900)          (900)
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 2000 .................................      500,000             50            900          (950)          --

Contributed services (Note 2) .............................         --             --              500          --              500
Contributed rent (Note 2) .................................         --             --            1,200          --            1,200
Net loss ..................................................         --             --             --          (2,179)        (2,179)
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 2001 .................................      500,000             50          2,600        (3,129)          (479)
</TABLE>

                See accompanying notes to financial statements

                                       F-5
<PAGE>


<TABLE>
                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                  Statement of Changes in Shareholders' Equity
<CAPTION>


                                                                                                          Deficit
                                                                                                         Accumulated
                                                                    Common Stock           Additional      During
                                                             --------------------------      Paid-in     Exploration
                                                               Shares        Par Value       Capital        Stage          Total
                                                             -----------    -----------    -----------   -----------    -----------
<S>                                                          <C>            <C>            <C>           <C>            <C>
April, 2002, sale of common stock
    (Note 3) ($.10 per share) .............................      791,000             79         79,021          --           79,100
April 2002, common stock subscribed
    (Note 3) ($.10 per share) .............................      323,000             32         32,268          --           32,300
Cancellation of common stock (Note 2) .....................     (500,000)           (50)          --            --              (50)
Contributed services (Note 2) .............................         --             --            2,050          --            2,050
Contributed rent (Note 2) .................................         --             --            1,200          --            1,200
Expenses paid on behalf of Company (Note 2) ...............         --             --              725          --              725
Net loss ..................................................         --             --             --          (9,668)        (9,668)
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 2002 .................................    1,114,000            111        117,864       (12,797)       105,178

Contributed services (Note 2) .............................         --             --            2,650          --            2,650
Contributed rent (Note 2) .................................         --             --            1,200          --            1,200
Net loss ..................................................         --             --             --         (54,086)       (54,086)
                                                             -----------    -----------    -----------   -----------    -----------

Balance at April 30, 2002 .................................    1,114,000    $       111    $   121,714   $   (66,883)   $    54,942
                                                             ===========    ===========    ===========   ===========    ===========
</TABLE>
                 See accompanying notes to financial statements

                                       F-6
<PAGE>

<TABLE>
                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                            Statements of Cash Flows
<CAPTION>

                                                                                     June 19, 1997
                                                              For The Years Ended     (Inception)
                                                                    April 30,           Through
                                                             ----------------------    April 30,
                                                               2003         2002         2003
                                                             ---------    ---------    ---------
<S>                                                          <C>          <C>          <C>
Cash flows from operating activities:
    Net loss .............................................   $ (54,086)   $  (9,668)   $ (66,883)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Contributed services (Note 2) ..................       2,650        2,050        5,700
          Contributed rent (Note 2) ......................       1,200        1,200        4,000
          Changes in operating assets and liabilities:
               Accounts payable and accrued expenses .....       5,120         (529)       5,120
                                                             ---------    ---------    ---------
                     Net cash used in
                         operating activities ............     (45,116)      (6,947)     (52,063)
                                                             ---------    ---------    ---------

Cash flows from financing activities:
    Expenses paid on behalf of the Company
       by a related party (Note 2) .......................        --            725          725
    Proceeds from the sale of common
       stock (Note 3) ....................................      32,300       79,100      111,400
                                                             ---------    ---------    ---------
                     Net cash provided by
                         financing activities ............      32,300       79,825      112,125
                                                             ---------    ---------    ---------

                     Net change in cash and
                         cash equivalents ................     (12,816)      72,878       60,062

Cash and cash equivalents:
    Beginning of period ..................................      72,878         --           --
                                                             ---------    ---------    ---------

    End of period ........................................   $  60,062    $  72,878    $  60,062
                                                             =========    =========    =========

Supplemental disclosure of cash flow information:
    Cash paid during the year for:
       Income taxes ......................................   $    --      $    --      $    --
                                                             =========    =========    =========
       Interest ..........................................   $    --      $    --      $    --
                                                             =========    =========    =========

Non-cash financing activities:
    Common shares issued (cancelled) for services (Note 3)   $    --      $     (50)   $      50
                                                             =========    =========    =========
</TABLE>
                 See accompanying notes to financial statements

                                       F-7
<PAGE>



                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                          Notes to Financial Statements


(1)  Summary of Significant Accounting Policies

Organization and Basis of Presentation

Big Cat  Mining  Corporation  (the  "Company")  was  incorporated  as  "Big  Cat
Investment  Services"  on June 19,  1997 in the  State of  Nevada.  The  Company
changed its name to "Big Cat Mining Corporation" on July 31, 2001.

The Company is in the  exploration  stage in accordance  with Industry  Guide 7.
Upon completion of the exploration  stage,  the Company plans to develop mineral
properties.

Since inception,  the Company has been primarily engaged in securing  financing,
preparing  a  business  plan and  negotiating  an  option  to  acquire  a mining
property.  In September  2001, the Company  entered into an agreement to acquire
its first  mining  property.  This  agreement  requires  the  Company to fund an
exploration program (see Note 4). However, the Company lacks sufficient capital,
at this time, to fund the exploration program. As a result, the Company plans to
seek financing in the capital markets.

In the course of its exploration activities, the Company has sustained operating
losses and expects  such  losses to continue  for the  foreseeable  future.  The
Company plans to finance its operations,  in the  short-term,  with stock sales,
and, in the longer term,  revenues  from the sale of  minerals.  Inherent in the
Company's business, however, are various risks and uncertainties,  including its
limited  operating  history,   historical  operating  losses,   dependence  upon
strategic alliances,  and the limited success of start-up mining companies.  The
Company's  ability to continue as a going concern is dependent  upon  successful
completion of additional  financings and ultimately,  upon achieving  profitable
operations.  The Company's  future success will be dependent upon its ability to
raise  sufficient  capital to fund its exploration  program and, if minerals are
discovered, to mine the discovery in a timely and cost-effective basis.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original  maturities of
three months or less when  acquired to be cash  equivalents.  There were no cash
equivalents at April 30, 2003.

Income Taxes

The Company  accounts  for income  taxes under the  provisions  of SAFS No. 109,
Accounting for Income Taxes.  SFAS No. 109 requires  recognition of deferred tax
liabilities and assets for the expected  future tax  consequences of events that
have been  included  in the  financial  statements  or tax  returns.  Under this
method,  deferred  tax  liabilities  and  assets  are  determined  based  on the
difference  between  the  financial  statement  and  tax  bases  of  assets  and
liabilities  using  enacted  tax  rates in  effect  for the  year in  which  the
differences are expected to reverse.

                                       F-8

<PAGE>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                          Notes to Financial Statements


Financial Instruments and Concentration of Credit Risk
------------------------------------------------------
Financial  instruments that potentially subject the Company to concentrations of
credit  risk  consist  primarily  of  cash  and  accounts  payable  and  accrued
liabilities.  At April 30, 2003, the Company believes that the fair value of its
financial instruments approximate their carrying values based on their terms.

Stock-based Compensation
------------------------
The Company  accounts for  stock-based  compensation  arrangements in accordance
with Statement of Financial Accounting Standards (SFAS No. 123), "Accounting for
Stock-Based  Compensation,"  which permits entities to recognize as expense over
the  vesting  period  the fair  value of all  stock-based  awards on the date of
grant.  Alternatively,  SFAS No. 123 allows  entities  to  continue to apply the
provisions of Accounting  Principle Board ("APB") Opinion No. 25 and provide pro
forma net earnings (loss) disclosures for employee stock option grants as if the
fair-value-based  method  defined in SFAS No. 123 had been applied.  The Company
has  elected to  continue  to apply the  provisions  of APB  Opinion  No. 25 and
provide the pro forma disclosure provisions of SFAS No. 123.

Earnings (Loss) per Common Share
--------------------------------
Basic net income per share is computed by dividing  the net income  available to
common  shareholders  (the  numerator)  for the period by the  weighted  average
number of common shares  outstanding (the  denominator)  during the period.  The
computation of diluted  earnings is similar to basic earnings per share,  except
that the  denominator  is increased to include the number of  additional  common
shares that would have been  outstanding if potentially  dilutive  common shares
had been issued.

At April 30,  2003,  there was no variance  between  basic and diluted  loss per
share as there were no potentially dilutive common shares outstanding.


(2)  Related Party Transactions

An affiliate  contributed office space to the Company at no charge for the years
ended April 30, 2003 and 2002 and for the period  from  January 1, 2000  through
April 30,  2001.  The use of such  office  space was valued in the  accompanying
financial statements based on rates for similar space in the local area.

Certain officers  contributed  their time and effort to the Company at no charge
for the years ended  April 30, 2003 and 2002 and for the period from  January 1,
2000 through April 30, 2001. The time and effort was valued in the  accompanying
financial  statements  based on  prevailing  rates  for such  labor in the local
market.

During the years ended April 30, 2003,  and 2002,  and the period from July 1997
(inception)  through  January 31,  2003,  the Company  incurred  costs  totaling
$7,023,  $-0-, and $7,023,  respectively,  to a related party for consulting and
administrative services.

During the years ended  April 30,  2003 and 2002,  and the period from July 1997
(inception)  through  April 30, 2003, an affiliate  paid certain costs  totaling
$-0-,  $725- and $725,  respectively,  on behalf of the Company.  The costs were
charged to operations with a corresponding credit to paid-in capital.

In June 1997,  the Company issued 500,000 shares of its common stock to founders
in exchange for  organizing  the Company.  The common stock was valued at $50 as
determined in good faith by the Board of Directors.  In March 2002,  the Company
cancelled the 500,000 shares of common stock.

                                      F-9

<PAGE>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                          Notes to Financial Statements


(3)  Shareholders' Equity

Private Offering
----------------
The Company  commenced an offering,  pursuant to an exemption from  registration
requirements  under Regulation S of the Securities Act of 1933, in December 2001
and closed  such  offering  in April  2002.  The  Company  received  $111,400 in
offering  proceeds  from the sale of  1,114,000  shares of its common stock at a
price of $.10 per share.


(4)  Commitments

On September 28, 2001 (amended  February 3, 2003), the Company and Spirit Energy
Corp.   (formerly   Whitegold   Natural  Resource  Corp.),  a  British  Columbia
corporation,  ("Spirit"),  entered into an Option  Agreement (the  "Agreement").
Under the terms of the  Agreement,  Spirit  granted to the  Company the sole and
exclusive  right and  option to acquire  an  undivided  50 percent of the right,
title and interest in certain mining claims located in the Liard Mining Division
of British Columbia, in exchange for agreeing to fund an exploration program and
to pay to Spirit a royalty upon commencement of production.

Exploration Funding Commitment
------------------------------
The Company is committed to incur exploration  expenditures on the mining claims
in accordance with the following schedule:


                                                 * Amount of Commitment
                                                        Stated in
                                           ----------------------------------
   Due Date                                      $CAN      or       $US
                                           ---------------    ---------------
March 31, 2004..........................         $ 50,000           $ 34,722
December 31, 2004.......................          100,000             69,444
December 31, 2005.......................          350,000            243,056
December 31, 2006.......................        1,000,000            694,444
December 31, 2007.......................        2,000,000          1,388,889
                                           ---------------    ---------------
                                               $3,500,000         $2,430,555
                                           ===============    ===============


     o    The amount of the commitment will change in the foreseeable future, as
          the Agreement is stated in Canadian dollars. The exchange rate used in
          the above table was approximately $1.44 (Canadian) to $1.00 (US.)

Commitment to Make Royalty Payments
-----------------------------------
Upon  commencement  of  production,  the  Company is required to pay to Spirit a
three percent (3%) net smelter returns royalty per annum.

(5)  Income Taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
follows for the years ended April 30, 2003 and 2002:

                                      F-10
<PAGE>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                          Notes to Financial Statements


                                                     Years Ended
                                                      April 30,
                                                  ----------------
                                                   2003      2002
                                                  -------   ------
       U.S.  statutory federal rate ...........     15.00%   15.00%
       Permanent  differences .................   -1.07%    -6.56%
       Net operating loss for which no tax
          benefit is currently available ......   -13.93%   -8.44%
                                                  -------   ------
                                                    0.00%    0.00%
                                                  =======   ======

At April 30, 2003, the Company had a net operating loss carryforward for federal
income tax purposes of approximately $12,249, which was fully allowed for in the
valuation allowance of $12,249. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance  for years  ended  April 30,  2003 and 2002 were $7,535 and
$3,706, respectively.

                                      F-11