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

                                   FORM 10-KSB


[xx] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2004

[  ] 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)

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

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

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

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

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

The Issuer's revenues for its fiscal year ended April 30, 2004 were $0.00.

The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant was $335,670 as of the closing price of $0.67
per share on April 30, 2004 on the OTC Bulletin Board.

On April 30, 2004, the number of shares outstanding of the registrant's Common
Stock was 1,114,000.

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

<PAGE>
                                       2


                                     PART I
                                    BUSINESS

Item 1.  Description of Business

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

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

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

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

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

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

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

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

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

<PAGE>

                                       3


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

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

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

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

We operate from our offices at 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.

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

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

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

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

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

<PAGE>

                                       4


                    Table 1.5 - BIG CAT PROPERTY CLAIM STATUS

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

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

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

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

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

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

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

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

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

<PAGE>

                                       5

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

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

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

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

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

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

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

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

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

<PAGE>
                                       6

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.

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.

<PAGE>

                                       7

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>
                                       8


Methodology

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

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

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

Mineralogical Material Estimate

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

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

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

<PAGE>
                                        9

---------- ----------------- ------------------ ------------------ -------------------- ----------------
   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
---------- ----------------- ------------------ ------------------ -------------------- ----------------
                  C6                 7,625                                63.58
---------- ----------------- ------------------ ------------------ -------------------- ----------------
                  C7                 3,519                                83.23
---------- ----------------- ------------------ ------------------ -------------------- ----------------
                  C8                 1,760                                68.87
---------- ----------------- ------------------ ------------------ -------------------- ----------------
                  C9                43,401                                59.64
---------- ----------------- ------------------ ------------------ -------------------- ----------------
                                     Total             150,535                                 60.20
---------- ----------------- ------------------ ------------------ -------------------- ----------------

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

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

Mineralogy
----------

General Mineral Chemistry and Physical Properties

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

                   Table 1.7 - Chemical & Physical Properties

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


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

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

<PAGE>
                                       10

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

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


                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------

The Issuer's shares are quoted and listed for trading on the OTC.BB under symbol
"BGCT". The Issuer is fully reporting.

There are an undetermined number of shareholders holding our issued common
shares. The aggregate market value of the voting and non-voting stock held by
non-affiliates of the Issuer was $335,670 as of the closing price of $0.67 per
share on April 30, 2004 on the OTC.BB. There are no options and warrants to
purchase additional common shares of the Issuer.

The Issuer does not expect to pay a dividend on its common stock in the
foreseeable future. Payment of dividends in the future will depend on the
Issuer's earnings and its cash requirements at that time.

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

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

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

We can satisfy our cash requirements for general, administrative and legal and
accounting requirements for the next 12 months. We also have funds on hand to
complete exploration expenditures totaling $35,000 required under our option
agreement on or before September 1, 2004. 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.

<PAGE>
                                       11

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.

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.

<PAGE>

                                       12

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.

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>            <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
------------------ --------------- ------------------------- -------------- ----------------- -------------------
<PAGE>
                                       13

------------------ --------------- ------------------------- -------------- ----------------- -------------------
        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
------------------ --------------- ------------------------- -------------- ----------------- -------------------
Note:  (1) Analysis by bulk chemical method.
</TABLE>

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

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

1997 Testwork

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

           Table 1.2 - Drill Hole Core Samples for Subsequent Testwork

----------------------- --------------------- ------------------------ ------------------------- ---------------------
<S>     <C>                       <C>             <C>     <C>           <C>      <C>                    <C>
    Composite No.          Drill Hole No.         Depth at Which              Weight (g)               Weighted
                                               Sample is Taken (ft)                                Average Grade(1)
                                                                                                         (%)
----------------------- --------------------- ------------------------ ------------------------- ---------------------
        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
----------------------- --------------------- ------------------------ ------------------------- ---------------------
Note:  (1) Analysis by bulk chemical method.
</TABLE>

The samples were prepared according to the following procedure:

<PAGE>
                                       14

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

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

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

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

Other work will include dewatering testwork and water quality analysis.

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

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

<PAGE>
                                       15


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 mid-2004 and be completed by the end of February
2005. This work would include a marketing study and some additional
metallurgical testwork. The marketing study would allow us to determine the
value ranges for the products that could be produced from the Big Cat deposit.
It would also help predict the market potential and growth sectors for
wollastonite. This work would likely be completed by a specialized consulting
group or individual, with specialized knowledge of the wollastonite market. The
estimate for this stage is $33,500.

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

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

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

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

The costs for this Phase are estimated as follows:

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

<PAGE>
                                       16


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.

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

<PAGE>
                                       17

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

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

The audited financial statements for Big Cat Mining Corporation for the year
ending April 30, 2004 are included as part of this Form 10-KSB following the
signature page of this Form 10-KSB.

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

We have had no disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure with
any of our accountants since our incorporation in June 19, 1997.

<PAGE>
                                       18


                                    PART III

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

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

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

Phil Mudge          38      Secretary, Chief Financial Officer and Director
Craig Christy       50      President, Chief Executive Officer and Director

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

Resumes
-------

Phil Mudge

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

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

Craig Christy

Mr. Christy was appointed to his positions on February 24, 2004. Mr. Christy has
been a director of the Contrarian Resource Fund Limited Partnership since 2002.
Contrarian is 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.

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

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

                                       19
<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,           2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
President and Director   2004
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
Phil Mudge,              2003/      $0.00       $0.00        $0.00        $0.00          0          $0.00       $0.00
Secretary and Director   2004
------------------------ ------- ------------ ----------- ------------ ------------ ------------- ----------- ----------
</TABLE>

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

The following table provides information regarding the beneficial ownership of
our common stock as of April 30, 2004 by:

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

     *    each of our directors and named executive officers, and

     *    all of our directors and executive officers as a group.
<TABLE>
<CAPTION>

                     Name and Address             Amount and Nature         Percent
Title of Class       of Beneficial Owner          of Beneficial Owner       of Class
--------------       -------------------          -------------------       --------
<S>                  <C>                          <C>                       <C>
Common Stock         Phil Mudge                   513,000 common shares     46.05%
                     Director                     Direct Ownership
                     454 Yates Road
                     Kelowna, B.C.
                     V1V 1R3

Common Stock         Craig Christy                No shares held            0%
                     Director
                     431 Curlew Drive
                     Kelowna, B.C.
                     V1W 4L2

Common Stock         All Officers and Directors   513,000 common shares     46.05%
                     as a Group

</TABLE>

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

<PAGE>
                                       20

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

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


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

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

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

(A)      Exhibits

Exhibit
Number    Description

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

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

10.1      Mineral Option Amending Agreement

13.1      Form 10QSB for the Period ended July 31, 2003, filed on
          September 15, 2003, incorporated herein by reference.

13.2      Form 10QSB for the Period ended October 31, 2003, filed on
          December 12, 2003, incorporated herein by reference.

13.3      Form 10QSB for the Period ended January 31, 2004, filed on
          March 16, 2004, incorporated herein by reference.

31.1      Section 302 Certification by the Company's Chief Executive Officer

31.2      Section 302 Certification by the Company's Chief Financial Officer

32.1      Section 906 Certification


(B) Reports on Form 8-K

None

<PAGE>
                                       21


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

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

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

                                   SIGNATURES

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

                                   BIG CAT MINING CORPORATION


Dated:  July 20, 2004              Per:     /s/ Phil Mudge
                                            -----------------------------------
                                            Phil Mudge,
                                            Chief Financial Officer and Director

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


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


                                   July 20, 2004
                                   -----------------------------------
                                   Date






<PAGE>




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




                                                                         Page
                                                                         ----

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

Balance Sheet at April 30, 2004.........................................  F-3

Statements of Operations for the years ended
     April 30, 2004 and 2003, and from June 17, 1997 (inception)
     through April 30, 2004.............................................  F-4

Statement of Changes in Shareholders' Equity for the period from
     June 17, 1997 (inception) through April 30, 2004...................  F-5

Statements of Cash Flows for the years ended April 30, 2004 and 2003,
     and from June 17, 1997 (inception) through April 30, 2004..........  F-6

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







                                      F-1

<PAGE>

                         Report of Independent Auditors


To the Board of Directors
Big Cat Mining Corporation:


We have audited the accompanying balance sheet of Big Cat Mining Corporation (an
exploration stage company) as of April 30, 2004, 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, 2004 and from June 17, 1997
(inception) through April 30, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Big Cat Mining Corporation as
of April 30, 2004, and the results of its operations and its cash flows for each
of the years in the two-year period ended April 30, 2004 and from June 17, 1997
(inception) through April 30, 2004 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.




Cordovano and Honeck, P.C.
Denver, Colorado
July 7, 2004



                                      F-2
<PAGE>



                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                                 Balance Sheet
                                 April 30, 2004


                                     Assets
Cash .............................................................  $  14,717
                                                                    =========


                       Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued liabilities .....................  $   2,501
                                                                    ---------

                  Total current liabilities ......................      2,501
                                                                    ---------

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 .................   (109,404)
    Cumulative translation adjustment ............................       (205)
                                                                    ---------

                  Total shareholders' equity .....................     12,216
                                                                    ---------

                                                                    $  14,717
                                                                    =========


                 See accompanying notes to financial statements

                                      F-3


<PAGE>
<TABLE>
<CAPTION>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                            Statements of Operations


                                                                              June 19, 1997
                                                      For the Years Ended      (Inception)
                                                            April 30,            Through
                                                   -------------------------     April 30,
                                                       2004         2003           2004
                                                   -----------   -----------   -----------
<S>                                                <C>           <C>           <C>
Costs and expenses:
    Contributed services (Note 2) ...............  $        --   $     2,650   $     5,700
    Contributed rent (Note 2) ...................           --         1,200         4,000
    Compensation and benefits ...................        6,296         7,023        13,319
    Office ......................................        7,480         3,804        11,549
    Professional fees ...........................       26,541        38,333        68,405
    Filing and transfer agent fees ..............        2,204           418         3,427
    Exploration costs ...........................           --           658         2,954
    Stock-based compensation - organization costs           --            --            50
                                                   -----------   -----------   -----------

                    Loss before income taxes ....      (42,521)      (54,086)     (109,404)

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

                    Net loss ....................  $   (42,521)  $   (54,086)  $  (109,404)
                                                   ===========   ===========   ===========

Basic and diluted loss per share ................  $     (0.04)  $     (0.05)
                                                   ===========   ===========

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



                 See accompanying notes to financial statements

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                          Cumulative
                                                                                                         Translation
                                                                                             Deficit      Adjustment
                                                                                           Accumulated  -------------
                                                           Common Stock        Additional    During         Other
                                                     ------------------------    Paid-in   Exploration  Comprehensive
                                                        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)

</TABLE>




                 See accompanying notes to financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

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


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

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

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

Balance at April 30, 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
                                                      ==========   ==========   ==========  ==========   ==========   ==========
</TABLE>



                 See accompanying notes to financial statements

                                       F-6
<PAGE>
<TABLE>
<CAPTION>

                           BIG CAT MINING CORPORATION
                         (An Exploration Stage Company)
                            Statements of Cash Flows


                                                                                    June 19, 1997
                                                              For the Years Ended    (inception)
                                                                    April 30,          Through
                                                             ----------------------   April 30,
                                                                2004        2003        2004
                                                             ---------- -----------  ----------
<S>                                                          <C>         <C>         <C>
Cash flows from operating activities:
    Net loss ..............................................  $ (42,521)  $ (54,086)  $(109,404)
    Adjustments to reconcile net loss to net cash
       used by operating activities:
          Contributed services (Note 2) ...................         --       2,650       5,700
          Contributed rent (Note 2) .......................         --       1,200       4,000
          Changes in operating assets and liabilities:
                Accounts payable and accrued expenses .....     (2,619)      5,120       2,501
                                                             ---------   ---------   ---------
                      Net cash used in
                         operating activities .............    (45,140)    (45,116)    (97,203)
                                                             ---------   ---------   ---------

Cash flows from financing activities:
    Expenses paid on behalf of the Company by related party         --          --         725
    Proceeds from the sale of common stock ................         --      32,300     111,400
                                                             ---------   ---------   ---------
                      Net cash provided by
                         financing activities .............         --      32,300     112,125
                                                             ---------   ---------   ---------

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

                      Net change in cash and
                         cash equivalents .................    (45,345)    (12,816)     14,717

Cash and cash equivalents:
    Beginning of period ...................................     60,062      72,878          --
                                                             ---------   ---------   ---------

    End of period .........................................  $  14,717   $  60,062   $  14,717
                                                             =========   =========   =========

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, 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, 2004.

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".

Income Taxes

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


                                      F-8
<PAGE>



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



Financial Instruments and Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and accounts payable and accrued
liabilities. At April 30, 2004, 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, 2004.

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, 2004, there was no variance between basic and diluted loss per
share as there were no potentially dilutive common shares outstanding.

(2)  Related Party Transactions

An affiliate contributed office space to the Company at no charge for the 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.




                                      F-9
<PAGE>

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


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.

During the years ended April 30, 2004 and 2003, and the period from June 19,
1997 (inception) through April 30, 2004, an affiliate paid certain costs
totaling $-0-, $-0- and $725, respectively, on behalf of the Company. The costs
were charged to operations with a corresponding credit to paid-in capital.

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


(3)  Shareholders' Equity

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

(4)  Commitments

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

Exploration Funding Commitment
------------------------------
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
                                           ----------          ----------
September 1, 2004 ......................   $   50,000          $   36,496
December 31, 2004 ......................      100,000              72,993
December 31, 2005 ......................      350,000             255,474
December 31, 2006 ......................    1,000,000             729,927
December 31, 2007 ......................    2,000,000           1,459,854
                                            ---------           ---------
                                           $3,500,000          $2,554,744
                                           ==========          ==========

*    The amount of the commitment will change in the foreseeable future, as the
     Agreement is stated in Canadian dollars. The exchange rate used in the
     above table was approximately $1.37 (Canadian) to $1.00 (US.)



                                      F-10
<PAGE>

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


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, 2004 and 2003:

                                                        Years Ended
                                                          April 30,
                                                   ----------------------
                                                     2004         2003
                                                   ---------    ---------
U.S. statutory federal rate .......................   15.00%       15.00%
Permanent differences .............................    0.00%       -1.07%
Net operating loss for which no tax
   benefit is currently available .................  -15.00%      -13.93%
                                                   ---------    ---------
                                                       0.00%        0.00%
                                                   =========    =========


At April 30, 2004, the Company had a net operating loss carryforward for federal
income tax purposes of approximately $18,627, which was fully allowed for in the
valuation allowance of $18,627. 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, 2004 and 2003 were $6,378 and
$7,535, respectively.




                                      F-11
<PAGE>