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 PERIOD ENDED APRIL 30, 2005

[]   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)

                                    Suite 810
                               1708 Dolphin Avenue
                          Kelowna, B.C. V1Y 9S4 Canada
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (250) 868-8177
                           --------------------------
                           (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 period ended April 30, 2005 were $0.00.

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.):

<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.

1,114,000 common shares @ $1.51 (1) = $1,682,140

(1) Average of bid ($1.26) and ask ($1.75) closing prices on April 30, 2005 was
$1.51.


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of equity
stock, as of the latest practicable date.

         1,114,000 common shares issued and outstanding as of July 25, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

         No.

Transitional Small Business Disclosure Format (Check one):  Yes    ; No X
                                                               ---     ---

<PAGE>
                                       -3-


                                     PART I

Item 1.  Description of Business

This annual report contains forward-looking statements. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Big Cat" mean
Big Cat Mining Corporation and our subsidiaries, unless otherwise indicated.

Overview

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.

Corporate History

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 have not been involved in any bankruptcy, receivership or similar
proceedings. We have not undergone any material reclassification, merger,
consolidation or sale of significant assets not in the ordinary course of
business.

Our Current Business

<PAGE>

                                       -4-

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 $2,868,852 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) $409,836 on or before December 31, 2005;

     (b) a further $819,672 on or before December 31, 2006; and

     (c) a further $1,639,344 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.

Our company currently has approximately two years in which to raise and spend
the $2,868,852 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 $1,229,508. In the third year of our
option agreement, we are required to raise and spend $1,639,344. This
expenditure structure allows us the flexibility to seek private placement
financing through the efforts of management through our start up phases.
Management may 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
$2,459,016, 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 $819,672 and $1,639,344 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.

Description of Our Exploration Properties
-----------------------------------------

<PAGE>

                                       -5-

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.

                    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) $409,836 on or before December 31, 2005;

         (b) a further $819,672 on or before December 31, 2006; and

         (c) a further $1,639,344 on or before December 31, 2007.

<PAGE>

                                       -6-

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.

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.

<PAGE>

                                       -7-

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.

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/m(3) was obtained for
wollastonite. The specific gravity of blocks not considered being wollastonite
was estimated to be 3.1 t/m(3), 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 1.6 - Big Cat Property Mineralized Material Estimate

                                                                   Weighted
              Resource                Total                        Average
     Section  Block     Tonnes        Tonnes         Grade         Grade
------------ ---------- ------------- -------------- ------------- --------
       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
------------ ---------- ------------- -------------- ------------- --------
             C3           42,228                     56.54
------------ ---------- ------------- -------------- ------------- --------
             C4           27,370                     65.74
------------ ---------- ------------- -------------- ------------- --------
             C5            5,865                     57.46
------------ ---------- ------------- -------------- ------------- --------

<PAGE>

                                      -10-

             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



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/cm(3)          2.8 - 3.9 g/cm(3)
Moisture Content                1%                         0.1%
Brightness                      90 - 93 GE                 N/A
------------------------------- -------------------------- ---------------------
                  (1)      From Roskill Information Services
                  (2)      From IME testwork

Competitors

Vast areas of Western Canada and the U.S. Pacific Northwest have been explored
and in some cases staked through mineral exploration programs. Vast areas also
remain unexplored. The cost of staking and re-staking new mineral claims and the
costs of most phase one exploration programs are relatively modest. This means
that staking costs in the hundreds of dollars and a geologist's time may be all
that is required. Certain phase one exploration programs can be completed with
surveys and trenching which can cost as little as $4,000 to $7,000.

In effect, we are also competitive with senior companies who are doing grass
roots exploration. In the event our exploration activities prove up initial
findings and projected economics for development are favourable, we may be able
to attract the interest of better financed industry partners to assist on a
joint venture basis for infrastructure development. We are at a competitive
disadvantage compared to established mineral exploration companies when it comes
to being able to complete extensive exploration programs on claims which we hold
or may hold in the future. If we are unable to raise capital to pay for
extensive exploration, we will be required to enter into joint ventures with
industry partners which will result in our interest in our claims being
substantially diluted.

<PAGE>

                                      -11-

Governmental Regulations

We are not in a business which requires government approval for principal
products or services. In the event mining claims which we own or which we
acquire in the future prove to host viable ore bodies, we would be required to
apply for numerous government approvals in order to commence mining. All costs
to obtain the necessary government approvals would be factored into technical
and viability studies in advance of a decision being made to proceed with
development of an ore body.

Research and Development

We have not expended any funds on research and development activities and do not
expect to do so in the foreseeable future.

Employees

We currently have one part time employee, namely Craig Christy. The time spent
by this employee on our business is directly proportional to our level of
activity on a month to month basis.

RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates, projections or other "forward looking statements". Such forward
looking statements include any projections or estimates made by us and our
management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward looking statements" involve
various risks and uncertainties as outline below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".

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

Office Premises

We operate from our offices at Suite 810, 1708 Dolphin Avenue, Kelowna, British
Columbia, V1Y 9S4, Canada. Space is provided to us on a rent free basis by Mr.
Mudge, 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.

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

We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

<PAGE>

                                       -12

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

There were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended April 30, 2005.

                                     PART II

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

Our common shares were quoted for trading on the OTC Bulletin Board on January
14, 2004 under the symbol "BGCT". The following quotations obtained from
Stockwatch reflect the highs and low bids for our common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission an may not
represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below
are as follows:


       National Association of Securities
       Dealers OTC Bulletin Board (1)
       Quarter Ended                                       High       Low
                                                           (Bid)     (Ask)
       ---------------------------------------------------------------------
       April 30, 2005                                      $1.26     $1.75
       ---------------------------------------------------------------------
       January 31, 2005                                    $1.26     $1.75
       ---------------------------------------------------------------------
       October 31, 2004                                    $1.26     $1.75
       ---------------------------------------------------------------------
       July 31, 2004                                       $1.26     $1.75
       ---------------------------------------------------------------------
       April 30, 2004                                      $1.26     $1.75
       ---------------------------------------------------------------------
       January 31, 2004 (2)                                $1.26     $1.75
       ---------------------------------------------------------------------

(1) Over-the-counter market quotations reflect inter-dealer prices without
retail mark-up, mark-down or commission, and may not represent actual
transactions.

(2) We were quoted on the OTC BB on January 14, 2004.

Our common shares are issued in registered form. Nevada Agency & Trust Company
Limited, Suite 880, 50 West Liberty Street, Reno, Nevada, 89501 USA, (Telephone:
775-322-0626; Facsimile: 775-322-5623) is the registrar and transfer agent for
our common shares. On July 19, 2005, the shareholders' list of our common shares
showed 27 registered shareholders and 1,114,000 shares outstanding.

Recent Sales of Unregistered Securities

During the period November 1, 2001 to April 30, 2002, we issued 1,114,000 common
shares at $0.10 per share to 46 subscribers under Regulation S. None of the
offerees or purchasers are U.S. persons as defined in Rule 902(k) of Regulation
S, and no sales efforts were conducted in the U.S., in accordance with Rule
903(c). Subscribers to the offering acknowledge that the securities purchased
must come to rest outside the U.S., and the certificates contain a legend
restricting the sale of such securities until the Regulation S holding period is
satisfied in accordance with Rule 903(b)(3)(iii)(A).

Equity Compensation Plan Information

As at April 30, 2005, we did not have any compensation plans in place.

<PAGE>

                                      -13-

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during
the year ended April 30, 2005.

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

It is management's intent to 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. The independent auditors report
which accompanies our audited financial statements as at April 30, 2004 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.

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.

<PAGE>

                                      -14-

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.

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.

<PAGE>

                                      -15-

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>
<CAPTION>

              Table 1.1 - Drill Hole Core Samples for Initial Work

    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
------------------ --------------- ------------------------- -------------- ----------------- ---------------------
        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.

<PAGE>

                                       -16

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>
<CAPTION>

           Table 1.2 - Drill Hole Core Samples for Subsequent Testwork

    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.
<TABLE>
<CAPTION>

                    Table 1.3 - Wollastonite Recovery Results

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            52(2)             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>

<PAGE>

                                      -17-

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.

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 late 2005 and be completed by the end of February
2006. 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.

<PAGE>

                                      -18-

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
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.

<PAGE>

                                      -19-

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.

                          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
       -----------------------------------       ---------

<PAGE>

                                      -20-

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

Our audited financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

The following audited financial statements are filed as part of this annual
report:

     Report of Independent Registered Public Accounting Firm, dated July 21,
     2005

     Balance Sheet as at April 30, 2005

     Statements of Operations for the years ended April 30, 2005 and 2004, and
     from June 17, 1997 (inception) through April 30, 2005

     Statements of Changes in Shareholders' Equity for the period from June 17,
     1997 (inception) through April 30, 2005

     Statements of Cash Flows for the years ended April 30, 2005 and 2004, and
     from June 17, 1997 (inception) through April 30, 2005

     Notes to the Financial Statements



<PAGE>

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

                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm ...................  F-2

Balance Sheet at April 30, 2005 ...........................................  F-3

Statements of Operations for the years ended April 30, 2005 and 2004,
     and from June 17, 1997 (inception) through April 30, 2005 ............  F-4

Statement of Changes in Shareholders' Equity for the period from
     June 17, 1997 (inception) through April 30, 2005 .....................  F-5

Statements of Cash Flows for the years ended April 30, 2005 and 2004,
     and from June 17, 1997 (inception) through April 30, 2005 ............  F-6

Notes to Financial Statements .............................................  F-8


                                       F-1
<PAGE>


             Report of Independent Registered Public Accounting Firm


To the Board of Directors
Big Cat Mining Corporation:


We have audited the accompanying balance sheet of Big Cat Mining Corporation (an
exploration stage company) as of April 30, 2005, 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, 2005 and from June 19, 1997
(inception) through April 30, 2005. 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 the standards of the Public Company
Accounting Oversight Board (United States). 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, 2005, and the results of its operations and its cash flows for each
of the years in the two-year period ended April 30, 2005 and from June 19, 1997
(inception) through April 30, 2005 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 this uncertainty.



/s/ Cordovano and Honeck LLP
----------------------------
Cordovano and Honeck LLP
Denver, Colorado
July 21, 2005


                                       F-2

<PAGE>


                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                                  Balance Sheet
                                 April 30, 2005


                                     Assets

Cash .............................................................   $   3,146
                                                                     =========


                       Liabilities and Shareholders' Equity
Current liabilities:
    Accounts payable and accrued liabilities .....................   $   2,576
    Indebtedness to related party (Note 2) .......................      11,467
                                                                     ---------

                  Total current liabilities ......................      14,043
                                                                     ---------

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

Shareholders' equity (Note 3):
    Common stock, $.0001 par value; 100,000,000 shares authorized,
       1,114,000 shares issued and outstanding ...................         111
    Additional paid-in capital ...................................     121,714
    Deficit accumulated during exploration stage .................    (132,543)
    Cumulative translation adjustment ............................        (179)
                                                                     ---------

                  Total shareholders' equity .....................     (10,897)
                                                                     ---------

                                                                     $   3,146
                                                                     =========

                 See accompanying notes to financial statements

                                       F-3
<PAGE>

<TABLE>
                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                            Statements of Operations
<CAPTION>
                                                                                 June 19, 1997
                                                                                  (Inception)
                                                       For the Years Ended          Through
                                                            April 30,              April 30,
                                                    --------------------------
                                                       2005           2004           2005
                                                    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>
Costs and expenses:
    Contributed services (Note 2) ...............   $      --      $      --      $     5,700
    Contributed rent (Note 2) ...................          --             --            4,000
    Compensation and benefits ...................         2,851          6,296         16,170
    Office ......................................           258          7,480         11,807
    Professional fees ...........................         8,049         26,541         76,454
    Filing and transfer agent fees ..............         1,685          2,204          5,112
    Mineral option fees .........................        10,296           --           13,250
    Stock-based compensation - organization costs          --             --               50
                                                    -----------    -----------    -----------

                    Loss before income taxes ....       (23,139)       (42,521)      (132,543)

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

                    Net loss ....................   $   (23,139)   $   (42,521)   $  (132,543)
                                                    ===========    ===========    ===========

Basic and diluted loss per share ................   $     (0.02)   $     (0.04)
                                                    ===========    ===========

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


                                                                                                        Cumulative
                                                                                                        Translation
                                                                                                        Adjustment
                                                                                           Deficit     --------------
                                                                                         Accumulated      Other
                                                     Common Stock          Additional       During     Comprehensive
                                                ------------------------    Paid-in      Exploration
                                                  Shares       Par Value    Capital         Stage         Loss             Total
                                                -----------    --------    -----------   -----------   -----------      -----------
<S>                                             <C>            <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)

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

</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

                                    Continued

<CAPTION>
                                                                                                        Cumulative
                                                                                                        Translation
                                                                                                        Adjustment
                                                                                           Deficit     --------------
                                                                                         Accumulated      Other
                                                     Common Stock          Additional       During     Comprehensive
                                                ------------------------    Paid-in      Exploration
                                                  Shares       Par Value    Capital         Stage         Loss             Total
                                                -----------    --------    -----------   -----------   -----------      -----------
<S>                                             <C>            <C>         <C>           <C>           <C>              <C>

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

Balance at April 30, 2003 ...................     1,114,000         111        121,714       (66,883)         --             54,942

Comprehensive loss:
    Net loss ................................          --          --             --         (42,521)         --            (42,521)
    Cumulative translation adjustment .......          --          --             --            --            (205)            (205)
                                                                                                                        -----------
Comprehensive loss ..........................          --          --             --            --            --            (42,726)
                                                -----------    --------    -----------   -----------   -----------      -----------

Balance at April 30, 2004 ...................     1,114,000         111        121,714      (109,404)         (205)          12,216

Comprehensive loss:
    Net loss ................................          --          --             --         (23,139)         --            (23,139)
    Cumulative translation adjustment .......          --          --             --            --              26               26
                                                                                                                        -----------
                                                                                                                        -----------
Comprehensive loss ..........................          --          --             --            --            --            (23,113)
                                                -----------    --------    -----------   -----------   -----------      -----------

Balance at April 30, 2005 ...................     1,114,000    $    111    $   121,714   $  (132,543)  $      (179)     $   (10,897)
                                                ===========    ========    ===========   ===========   ===========      ===========

</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,
                                                                 2005         2004         2005
                                                              ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>
Cash flows from operating activities:
    Net loss ..............................................   $ (23,139)   $ (42,521)   $(132,543)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Contributed services (Note 2) ...................        --           --          5,700
          Contributed rent (Note 2) .......................        --           --          4,000
          Changes in operating assets and liabilities:
                Accounts payable and accrued expenses .....          75       (2,619)       2,576
                                                              ---------    ---------    ---------
                      Net cash used in
                         operating activities .............     (23,064)     (45,140)    (120,267)
                                                              ---------    ---------    ---------

Cash flows from financing activities:
    Expenses paid on behalf of the Company by related party        --           --            725
    Proceeds from working capital advances (Note 2) .......      11,467         --         11,467
    Proceeds from the sale of common stock ................        --           --        111,400
                                                              ---------    ---------    ---------
                      Net cash provided by
                         financing activities .............      11,467         --        123,592
                                                              ---------    ---------    ---------

Effect of exchange rate changes on cash ...................          26         (205)        (179)
                                                              ---------    ---------    ---------

                      Net change in cash and
                         cash equivalents .................     (11,571)     (45,345)       3,146

Cash and cash equivalents:
    Beginning of period ...................................      14,717       60,062         --
                                                              ---------    ---------    ---------

    End of period .........................................   $   3,146    $  14,717    $   3,146
                                                              =========    =========    =========

Supplemental disclosure of cash flow information:
    Cash paid during the year for:
       Income taxes .......................................   $    --      $    --      $    --
                                                              =========    =========    =========
       Interest ...........................................   $    --      $    --      $    --
                                                              =========    =========    =========
</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, with 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, 2005.

Functional Currency

The Company's functional currency is the Canadian dollar; however, the
accompanying financial statements and footnotes refer to United States ("U.S.")
dollars unless Canadian dollars are specifically designated with "CAN".

                                       F-8
<PAGE>

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


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.

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, 2005, 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. The Company did not
report pro forma disclosures in the accompanying financial statements as the
Company did not grant any employee stock options as of April 30, 2005.

Foreign Currency Translation

The accounts of the Company's foreign operations have been translated into
United States dollars. Assets and liabilities of those operations are translated
in U.S. dollars using exchange rates as of the balance sheet date; income and
expenses are translated using the average exchange rates for the reporting
period. Translation adjustments are deferred in accumulated other comprehensive
income (loss), a separate component of shareholders' equity.

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, 2005, there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have

                                       F-9
<PAGE>

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


commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The Company does not
expect application of SFAS No. 153 to have a material affect on its financial
statements.

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based
Payment." This Statement supercedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees" and its related implementation guidance. It establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. This Statement does not
change the accounting guidance for share-based payment transactions with parties
other than employees provided in Statement No. 123 as originally issued and EITF
Issue No. 96-18. This Statement is effective for public entities that file as
small business issuers as of the beginning of the first fiscal period that
begins after December 15, 2005. Should the Company become a public company, it
will be required to adopt SFAS 123R at that time or January 1, 2006, which ever
is later. The Standard provides for a prospective application. Under this
method, the Company will begin recognizing compensation cost for equity based
compensation for all new or modified grants after the date of adoption. In
addition, the Company will recognize the unvested potion of the grant date fair
value of awards issued prior to the adoption based on the fair values previously
calculated for disclosure purposes. At April 30, 2005, the Company had no
unvested options.

(2)  Related Party Transactions

RD Capital, Inc. (RD Capital"), an affiliate under common control, advanced the
Company $11,467 for working capital during the year ended April 30, 2005. The
advances are interest free and are due on demand. The advances are included in
the financial statements as "Indebtedness to related party". Management plans to
settle the liability with cash, common stock, or a combination thereof. The fair
value of the related party debt approximates fair value due to the short-term
maturity of the instruments.

An affiliate contributed office space to the Company at no charge for the period
from January 1, 2000 through April 30, 2003. 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 period from January 1, 2000 through April 30, 2003. The time and effort
was valued in the accompanying financial statements based on prevailing rates
for such labor in the local market.

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.

(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.

                                      F-10
<PAGE>

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


(4)  Commitments

On September 28, 2001, the Company and Canadian Spirit Resources, Inc.
("Spirit") (formerly Spirit Energy Corp.), a British Columbia corporation,
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. During the year ended April 30, 2005,
the Company paid Spirit $4,706 to extend the Agreement and additional $5,590 for
mineral claim rental fees.

Exploration Funding Commitment
If the Company acts on the option, it 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
                                    -----------------   -----------------
December 31, 2005                          $ 500,000           $ 396,825
December 31, 2006                          1,000,000             793,651
December 31, 2007                          2,000,000           1,587,302
                                    -----------------   -----------------
                                         $ 3,500,000         $ 2,777,778
                                    =================   =================

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, 2005 and 2004:

                                            Years Ended
                                              April 30,
                                     -------------------------
                                         2005         2004
                                     ------------  -----------
U.S. statutory federal rate               15.00%       15.00%
Permanent differences                      0.00%        0.00%
Net operating loss for which no tax
   benefit is currently available        -15.00%      -15.00%
                                     ------------  -----------
                                           0.00%        0.00%
                                     ============  ===========

At April 30, 2005, deferred taxes consisted of a net tax asset of $22,098, due
to operating loss carryforwards of $122,843, which was fully allowed for in the
valuation allowance of $22,098. 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, 2005 and 2004 were $3,471 and
$6,378, respectively. Net operating loss carryforwards will expire through 2025.

                                      F-11
<PAGE>


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

The valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced; reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer impaired and the allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal Revenue Code, the Company's tax net operating loss carryforwards
generated prior to the ownership change will be subject to an annual limitation
which could reduce or defer the utilization of those losses.

                                      F-12
<PAGE>

                                      -22-

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

We have had no changes in or disagreements on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure with any of our accountants for the fiscal period ended April 30,
2005.

Item 8A.  Controls and Procedures
---------------------------------

As required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this report, being April 30, 2005, we have carried out an evaluation
of the effectiveness of the design and operation of our company's disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our management, including our president and chief
executive officer. Based upon that evaluation, our president and chief executive
officer concluded that our disclosure controls and procedures are effective as
of the end of the period covered by this report. There have been no significant
changes in our internal controls over financial reporting that occurred during
our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our president and chief
executive officer as appropriate, to allow timely decisions regarding required
disclosure.

                                    PART III

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

All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
officers of our company are appointed by our board of directors and hold office
until their death, resignation or removal from office. Our directors, executive
officers and significant employees, their ages, positions held, and duration as
such, are as follows:

                      Position Held                           Date First Elected
Name                  With the Company                  Age    or Appointed

-------------         ------------------------------    ---   ------------------
Craig Christy         President, C.E.O. and Director    51    February 24, 2004
Phil Mudge            C.F.O., Secretary and Director    39    August 1, 2001

Business Experience

The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee, indicating the principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

Craig Christy - President, C.E.O and Director


<PAGE>

                                      -23-

Mr. Christy was appointed to his positions on February 24, 2004. Mr. Christy was
a director of the Contrarian Resource Fund Limited Partnership from 2002 to
March, 2004. Contrarian was a tax assisted Canadian investment fund managed by
Mavrix Mutual Funds Ltd. of Toronto, Ontario. During the period 1985 to 2000,
Mr. Christy was a Senior Investment Advisor with several major brokerage firms
including Nesbitt Thomson, Dean Witter, Charlton Securities, First Marathon,
Correspondent Network and Odlum Brown.

Phil Mudge - C.F.O., Secretary and Director

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.

Family Relationships

There are no family relationships among our directors and officers

Board and Committee Meetings

The Board of Directors of the Company held no formal meetings during the year
ended April 30, 2005. All proceedings of the Board of Directors were conducted
by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the directors entitled to vote on that resolution at a meeting of the
directors are, according to the Nevada General Corporate Law and the By-laws of
the Company, as valid and effective as if they had been passed at a meeting of
the directors duly called and held.

For the year ended April 30, 2005 our only standing committee of the Board of
Directors was our audit committee.

Audit Committee

Currently our audit committee consists of our entire Board of Directors. We
currently do not have nominating, compensation committees or committees
performing similar functions. There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.

During fiscal 2004/2005, there were no meetings held by this Committee. The
business of the Audit Committee was conducted by resolutions consented to in
writing by all the members and filed with the minutes of the proceedings of the
Audit Committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its
audit committee that qualifies as an "audit committee financial expert" as
defined in Item 401(e) of Regulation S-B, and is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.

<PAGE>

                                      -24-

We believe that the members of our board of directors are collectively capable
of analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we believe that
retaining an independent director who would qualify as an "audit committee
financial expert" would be overly costly and burdensome and is not warranted in
our circumstances given the early stages of our development and the fact that we
have not generated any material revenues to date.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

<PAGE>

                                      -25-

1.   any bankruptcy petition filed by or against any business of which such
     person was a general partner or executive officer either at the time of the
     bankruptcy or within two years prior to that time;

2.   any conviction in a criminal proceeding or being subject to a pending
     criminal proceeding (excluding traffic violations and other minor
     offences);

3.   being subject to any order, judgment, or decree, not subsequently reversed,
     suspended or vacated, of any court of competent jurisdiction, permanently
     or temporarily enjoining, barring, suspending or otherwise limiting his
     involvement in any type of business, securities or banking activities; or

4.   being found by a court of competent jurisdiction (in a civil action), the
     Commission or the Commodity Futures Trading Commission to have violated a
     federal or state securities or commodities law, and the judgment has not
     been reversed, suspended, or vacated.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended April 30, 2005, all filing requirements applicable to
its officers, directors and greater than 10% percent beneficial owners were
complied with.

Code of Ethics

Effective July 1, 2005, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, our company's
President and Secretary (being our principal executive officer, principal
financial officer and principal accounting officer), as well as persons
performing similar functions. As adopted, our Code of Business Conduct and
Ethics sets forth written standards that are designed to deter wrongdoing and to
promote:

1.   honest and ethical conduct, including the ethical handling of actual or
     apparent conflicts of interest between personal and professional
     relationships;

2.   full, fair, accurate, timely, and understandable disclosure in reports and
     documents that we file with, or submit to, the Securities and Exchange
     Commission and in other public communications made by us;

3.   compliance with applicable governmental laws, rules and regulations;

4.   the prompt internal reporting of violations of the Code of Business Conduct
     and Ethics to an appropriate person or persons identified in the Code of
     Business Conduct and Ethics; and

5.   accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all
of our company's Senior Officers commit to timely, accurate and consistent
disclosure of information; that they maintain confidential information; and that
they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly Senior Officers, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal and state securities laws. Any
Senior Officer who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to our company. Any failure to
report such inappropriate or irregular conduct of others is to be treated as a
severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report. We will provide a copy
of the Code of Business Conduct and Ethics to any person without charge, upon
request. Requests can be sent to: Big Cat Mining Corporation, Suite 810, 1708
Dolphin Avenue, Kelowna, B.C., V1Y 9S4.

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

No other executive officer of our company received annual salary and bonus in
excess of $100,000 for the year ended April 30, 2005.

<PAGE>

                                      -26-
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                                                                             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>
Craig Christy,             2004      $0.00      $0.00      $0.00        $0.00           0          $0.00       $0.00
President, C.E.O.          2005      $0.00      $0.00      $0.00        $0.00           0          $0.00       $0.00
and Director
-------------------------- ------- ----------- -------- ------------ ------------ -------------- ----------- ----------
Phil Mudge,                2004      $0.00      $0.00      $0.00        $0.00           0          $0.00       $0.00
C.F.O., Secretary          2005      $0.00      $0.00      $0.00        $0.00           0          $0.00       $0.00
and Director
-------------------------- ------- ----------- -------- ------------ ------------ -------------- ----------- ----------
</TABLE>

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers, except that our directors
and executive officers may receive stock options at the discretion of our board
of directors. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or
executive officers, except that stock options may be granted at the discretion
of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

Compensation Of Directors

We reimburse our directors for expenses incurred in connection with attending
board meetings. We did not pay director's fees or other cash compensation for
services rendered as a director in the year ended April 30, 2005.

We have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. No director received and/or accrued
any compensation for their services as a director, including committee
participation and/or special assignments.

Employment Contracts

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

<PAGE>

                                      -27-

We have no plans or arrangements in respect of remuneration received or that may
be received by our executive officers to compensate such officers in the event
of termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive officer.

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

The following table sets forth, as of July 25, 2005, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.

                 Name and Address                  Amount and Nature    Percent
Title of Class   of Beneficial Owner               of Beneficial Owner  of Class
--------------   ------------------------------    -------------------  --------
Common           Craig Christy                     No shares held           0%
                 President, C.E.O. and Director
                 431 Curlew Drive
                 Kelowna, B.C.
                 V1W 4L2

Common           Phil Mudge                        513,000 shares held      46%
                 C.F.O., Secretary and Director    Direct Ownership
                 454 Yates Road
                 Kelowna, B.C.
                 V1V 1R3

Common           Management as a                   513,000 shares           46%
                 Group (two directors and two      Direct Ownership
                 officers)

Changes in Control

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our company.

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.

<PAGE>

                                      -28-

Item 13.  Exhibits
------------------

Exhibits required by Item 601 of Regulation S-B:


Exhibit
Number          Description
----------      ----------------------------------------------------------------
(3)             (i) Articles of Incorporation; and (ii) Bylaws

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.

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


(14)            Code of Ethics

14.1*           Code of Business Conduct and Ethics


(31)            Rule 13a-14(a)/15d-14(a) Certifications

31.1*           Section 302 Certification under Sarbanes-Oxley Act of 2002 of
                Craig Christy

31.2*           Section 302 Certification under Sarbanes-Oxley Act of 2002 of
                Phil Mudge


(32)            Section 1350 Certifications

32.1*           Section 906 Certification under Sarbanes-Oxley Act of 2002

       * Filed herewith.

Item 14.  Principal Accountant Fees and Services
------------------------------------------------

Audit Fees

For the period ended April 30, 2005, the aggregate fees billed by Cordovano &
Honeck, P.C. for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB were $4,000.
For the fiscal year ended April 30, 2004, the aggregate fees billed by Cordovano
& Honeck, P.C. for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-KSB were $3,900.

Audit Related Fees

For the period ended April 30, 2005, the aggregate fees billed for assurance and
related services by Cordovano & Honeck, P.C. relating to the performance of the
audit of our financial statements which are not reported under the caption
"Audit Fees" above, was $0.00. For the fiscal year ended April 30, 2004, the
aggregate fees billed for assurance and related services by Cordovano & Honeck,
P.C. relating to the performance of the audit of our financial statements which
are not reported under the caption "Audit Fees" above, was $0.00.

Tax Fees

For the period ended April 30, 2005, the aggregate fees billed by Cordovano &
Honeck, P.C. for other non-audit professional services, other than those
services listed above, totalled $0.00. For the fiscal year ended April 30, 2004,
the aggregate fees billed by Cordovano & Honeck, P.C. for other non-audit
professional services, other than those services listed above, totalled $0.00.

<PAGE>

                                      -29-

We do not use Cordovano & Honeck, P.C. for financial information system design
and implementation. These services, which include designing or implementing a
system that aggregates source data underlying the financial statements or
generates information that is significant to our financial statements, are
provided internally or by other service providers. We do not engage Cordovano &
Honeck, P.C. to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Cordovano & Honeck, P.C. is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:

     -    approved by our audit committee (which consists of our entire board of
          directors); or

     -    entered into pursuant to pre-approval policies and procedures
          established by the board of directors, provided the policies and
          procedures are detailed as to the particular service, the board of
          directors is informed of each service, and such policies and
          procedures do not include delegation of the board of directors'
          responsibilities to management.

The board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by
Cordovano & Honeck, P.C. and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining Cordovano &
Honeck, P.C.'s independence.

                                   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.

<PAGE>

                                      -30-

                                     BIG CAT MINING CORPORATION


Dated:  July 27, 2005                Per:     /s/ Craig Christy
                                              -------------------------------
                                              Craig Christy,
                                              President, C.E.O. and Director
                                              (Principal Executive Officer)


Dated:  July 27, 2005                Per:     /s/ Phil Mudge
                                              -------------------------------
                                              Phil Mudge,
                                              C.F.O., Secretary and Director
                                              (Principal Financial Officer)

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.


Dated:  July 27, 2005                Per:     /s/ Craig Christy
                                              -------------------------------
                                              Craig Christy,
                                              President, C.E.O. and Director
                                              (Principal Executive Officer)


Dated:  July 27, 2005                Per:     /s/ Phil Mudge
                                              -------------------------------
                                              Phil Mudge,
                                              C.F.O., Secretary and Director
                                              (Principal Financial Officer)