UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-QSB



[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF
THE SECURITIES EXCHANGE ACT OF 1934



[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended: June 30, 2004



Commission
file number 000-27853



CARDINAL
MINERALS, INC.



(Exact
name of registrant as specified in its charter)



|Nevada                                   | 86-0913555            
|---------------------------------------- | ----------------------
|(State
or other jurisdiction of          | (I.R.S. Employer      
|incorporation
or organization)           | Identification Number)
|                                        
|2950 E.
Flamingo Rd., Suite B           
|Las
Vegas, Nevada                        | 89121                 
|(Address
of Principal Executive Offices) | (Zip Code)            



(800)
537-4099

(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.



Yes X     No ____



The
number of shares of Common Stock, $0.01 par value, outstanding on July31, 2004
was 21,316,968 shares, held by approximately 45 shareholders.



Transitional
Small Business Disclosure Format (check one):



Yes     
No X

---



CARDINAL
MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Consolidated
Balance Sheets

(Expressed
in United States dollars)



|                                                       | June
    30, | December
    31,
|------------------------------------------------------ | ------------ | ----------------
|                                                       | 2004         | 2003            
|                                                       | (unaudited)  |                 
|Assets                                                
|                                                      
|Current
    assets:                                   
|Cash                                                   | $ 534        | $687            
|Total current assets                                   | 534          | 687             
|                                                       |              |                 
|Investment                                             | 1            | 1               
|                                                       |              |                 
|Fixed
    assets                                       | 10,293       | 12,351          
|                                                       |              |                 
|Total
    assets                                       | $10,828      | $13,039         
|                                                      
|Liabilities
    and Stockholders' Deficiency          
|                                                      
|Current
    liabilities:                              
|Accounts payable                                       | $217,608     | $144,610        
|Promissory notes                                       | 37,875       | 10,000          
|                                                       | 255,483      | 154,610         
|                                                       |              |                 
|Stockholders'
    deficiency:                          |              |                 
|Capital stock                                          |              |                 
|Authorized:                                            |              |                 
|100,000,000 common shares with a par value of $0.01    |              |                 
|25,000,000 preference shares with a par value of $0.01 |              |                 
|Issued:                                                |              |                 
|21,316,968 common shares (2002 - 10,560,333)           | 213,169      | 213,169         
|1,554,562 preference shares                            | 1,554,562    | 1,554,562       
|Additional paid-in capital                             | 4,616,473    | 4,616,473       
|Deficit accumulated during the development stage       | (6,628,859)  | (6,525,775)     
|Total stockholders' deficiency                         | (244,655)    | (141,571)       
|Total
    liabilities and stockholders' deficiency     | $10,828      | $13,039         



See
accompanying notes to interim consolidated financial statements.

1

---

CARDINAL
MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Consolidated
Statements of Operations and Deficit

(Unaudited)

(Expressed
in United States dollars)



|                                                  | Three
month period ended June 30, 2004 | Three
  month period ended June 30, 2003 | Six
month period ended June 30, 2004 | Six
  month period ended June 30, 2003 | Period
  from inception on November 24, 1994 to June 30 2004
|------------------------------------------------- | -------------------------------------- | ---------------------------------------- | ------------------------------------ | -------------------------------------- | ------------------------------------------------------------
|Revenue                                           | $-                                     | $-                                       | $-                                   | $-                                     | $88,357                                                     
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Expenses:                                         |                                        |                                          |                                      |                                        |                                                             
|Consulting fees                                   | 50,690                                 | 101,499                                  | 98,690                               | 137,366                                | 2,441,810                                                   
|Professional fees                                 | (8,445)                                | 46,773                                   | 3,540                                | 68,367                                 | 760,380                                                     
|Product research and development costs            | -                                      | 113,568                                  | -                                    | 142,054                                | 732,325                                                     
|Administrative and other expenses                 | 416                                    | 55,625                                   | 3,001                                | 107,968                                | 912,887                                                     
|Corporate Development                             | -                                      | -                                        | -                                    | -                                      | 323,591                                                     
|Interest                                          | 2,875                                  | 72,561                                   | 2,875                                | 151,494                                | 526,164                                                     
|Mineral property option                           | -                                      | -                                        | -                                    | -                                      | 275,000                                                     
|Amortization                                      | 1,029                                  | 822                                      | 2,058                                | 1,644                                  | 28,008                                                      
|                                                  | 46,565                                 | 390,848                                  | 103,084                              | 608,893                                | 6,000,165                                                   
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Loss
    before undernoted                        | (46,565)                               | (390,848)                                | (103,084)                            | (608,893)                              | (5,911,808)                                                 
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Loss
    on disposal of Camden-Agro Systems Inc.  | -                                      | -                                        | -                                    | -                                      | (244,536)                                                   
|Gain
    on disposal of Renewable Energy Corp.    | -                                      | -                                        | -                                    | -                                      | 162,900                                                     
|Gain
    on disposal of Sunspring, Inc.           | -                                      | -                                        | -                                    | -                                      | 62,494                                                      
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Loss
    for the period                           | (46,565)                               | (390,848)                                | (103,084)                            | (608,893)                              | (5,930,950)                                                 
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Deficit
    accumulated during the development    |                                        |                                          |                                      |                                        |                                                             
|stage,
    beginning of period                    | (6,582,294)                            | (5,436,809)                              | (6,525,775)                          | (5,218,764)                            | -                                                           
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Charge
    to deficit                             | -                                      | -                                        | -                                    | -                                      | (488,215)                                                   
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Deemed
    dividends on preferred stock           | -                                      | (209,694)                                | -                                    | (209,694)                              | (209,694)                                                   
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Deficit
    accumulated during the development    |                                        |                                          |                                      |                                        |                                                             
|stage,
    end of period                          | $(6,628,859)                           | $(6,037,351)                             | $(6,628,859)                         | $(6,037,351)                           | $(6,628,859)                                                
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Basic
    and diluted loss per share              | $(0.00)                                | $(0.04)                                  | $(0.00)                              | $(0.06)                                | $(0.00)                                                     
|                                                  |                                        |                                          |                                      |                                        |                                                             
|Weighted
    average number of shares outstanding | 21,316,198                             | 10,893,666                               | 21,316,198                           | 10,838,111                             |                                                             



See
accompanying notes to interim consolidated financial statements.

2

---

CARDINAL
MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Consolidated
Statements of Cash Flows

(Unaudited)

(Expressed
in United States dollars)



|                                                                      | Six
  month period ended June 30, 2004 | Six
  month period ended June 30, 2003 | Period
  from inception on November 24, 1994 to June 30, 2004
|--------------------------------------------------------------------- | -------------------------------------- | -------------------------------------- | -------------------------------------------------------------
|                                                                      |                                        |                                        |                                                              
|Cash flows from
    (used in) operating activities:                   |                                        |                                        |                                                              
|Loss for the period                                                   | $(103,084)                             | $(608,893)                             | $(5,930,950)                                                 
|Items not involving the use of cash:                                  |                                        |                                        |                                                              
|Amortization                                                          | 2,058                                  | 1,644                                  | 28,008                                                       
|Stock based compensation                                              | -                                      | -                                      | 826,726                                                      
|Shares issued as a financing fee                                      | -                                      | -                                      | 5,000                                                        
|Mineral property option payment                                       | -                                      | -                                      | 275,000                                                      
|Loss on disposal of Camden-Agro Systems Inc.                          | -                                      | -                                      | 244,536                                                      
|Gain on disposal of Renewable Energy Corp.                            | -                                      | -                                      | (162,900)                                                    
|Gain on disposal of Sunspring, Inc.                                   | -                                      | -                                      | (62,494)                                                     
|Amortization of deferred financing costs                              | -                                      | 17,433                                 | 112,766                                                      
|Changes in non-cash operating working capital:                        |                                        |                                        |                                                              
|Accounts receivable and other                                         | -                                      | -                                      | 9,193                                                        
|Prepaids and deposits                                                 | -                                      | (16,991)                               | -                                                            
|Accounts payable and accrued liabilities                              | 75,874                                 | 348,617                                | 1,928,273                                                    
|                                                                      | (25,152)                               | (258,190)                              | (2,726,842)                                                  
|Cash flows used in
    investing activities:                          |                                        |                                        |                                                              
|Capital expenditures                                                  | -                                      | -                                      | (47,341)                                                     
|Cash on disposal of Camden-Agro Systems Inc.                          | -                                      | -                                      | (208)                                                        
|Cash of acquired business                                             | -                                      | -                                      | 107,568                                                      
|Reduction in cash on disposal of Sunspring, Inc.                      | -                                      | -                                      | (5,854)                                                      
|Reduction in cash on disposal of Renewable Energy Corp.               | -                                      | -                                      | (7,001)                                                      
|Advances to Sunspring and REC prior to acquisition                    | -                                      | -                                      | (175,000)                                                    
|                                                                      | -                                      | -                                      | (127,836)                                                    
|Cash flows provided
    by financing activities:                      |                                        |                                        |                                                              
|Bank
    indebteness                                                  | -                                      | 2,475                                  | -                                                            
|Promissory notes                                                      | 25,000                                 | 88,700                                 | 65,000                                                       
|Issuance of common shares                                             | -                                      | -                                      | 100,657                                                      
|Loans from related party, including accrued interest                  |                                        | 167,001                                | 2,670,111                                                    
|                                                                      | 25,000                                 | 258,176                                | 2,835,768                                                    
|                                                                      |                                        |                                        |                                                              
|Effect
    of exchange rate changes on foreign currency cash balances | -                                      | -                                      | 19,430                                                       
|                                                                      |                                        |                                        |                                                              
|Decrease in cash                                                      | (153)                                  | (14)                                   | 520                                                          
|                                                                      |                                        |                                        |                                                              
|Cash, beginning of period                                             | 687                                    | 14                                     | 14                                                           
|                                                                      |                                        |                                        |                                                              
|Cash,
    end of period                                               | $534                                   | $-                                     | $534                                                         

---

CARDINAL
MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Consolidated
Statements of Cash Flows, Continued

(Unaudited)

(Expressed
in United States dollars)



|                                                          | Six
  month period ended June 30, 2004 | Six
month period ended June 30, 2003 | Period
  from inception on November 24, 1994 to June 30, 2004
|--------------------------------------------------------- | -------------------------------------- | ------------------------------------ | -------------------------------------------------------------
|                                                          |                                        |                                      |                                                              
|Supplementary
    information:                            |                                        |                                      |                                                              
|Interest paid                                             | $-                                     | $-                                   | $-                                                           
|Income taxes paid                                         | -                                      | -                                    | -                                                            
|Non-cash transactions:                                    |                                        |                                      |                                                              
|Deferred finance costs funded by loans to related parties | -                                      | -                                    | 112,766                                                      
|Issuance of common shares:                                |                                        |                                      |                                                              
|On acquisitions                                           | -                                      | -                                    | 310,950                                                      
|In settlement of obligation                               | -                                      | -                                    | 3,186,725                                                    
|Mineral property option                                   | -                                      | -                                    | 275,000                                                      
|Issuance of preference shares:                            |                                        | -                                    |                                                              
|On acquisitions                                           | -                                      | -                                    | 160,000                                                      
|In settlement of shareholder loan                         | -                                      | -                                    | 1,554,562                                                    
|                                                          |                                        |                                      |                                                              



See
accompanying notes to interim consolidated financial statements.

---

Cardinal
Minerals Inc.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Expressed
in United States dollars)



Six
month period ended June 30, 2004 and 2003

Period
from inception on November 24, 1994 to March 31, 2004



1.
Nature and continuance of operations:



Cardinal
      Minerals Inc. (the "Company"), formerly Sun Power Corporation,
      was incorporated pursuant to the laws of the State of Nevada on August 20,
      1996. The change of the Company's name to Cardinal Minerals Inc. was
      approved by its shareholders at a meeting held on December 29, 2003. It is
      listed on the National Association of Securities Dealers Over-The-Counter
      Bulletin Board under the symbol "CDIN". Subsequent to December
      31, 2003, the Company consolidated its common share capital on a 1 for 3
      basis. All common share and per share information presented in these
      financial statements has been retroactively restated to reflect the share
      consolidation. As of June 30, 2004 there are 21,316,968 common shares
      issued and outstanding.



Commencing
      on November 2, 1998, the Company held a 90% investment in Camden
      Agro-Systems Inc. ("CASI"), a development stage company without
      an operating business, as its sole asset. Effective December 31, 2001 the
      Company acquired 100% of the shares of Sunspring, Inc., a Nevada company,
      and Renewable Energy Corporation, a New Mexico company. On December 6,
      2002, and effective December 31, 2002, the Company returned all of the
      issued and outstanding shares of Sunspring, Inc. and Renewable Energy
      Corporation in return for all of the Company's Series A and Series B
      Preferred Stock, which had been issued as a part of the purchase price.



On
      December 16, 2002, the Company executed an agreement with Securities
      Trading Services Inc., "("STS") in which STS agreed to
      assign an option to purchase all of the issued and outstanding shares of
      Minera Real de Cosala SA de CV, a copper-silver mine located in the state
      of Sinaloa, Mexico. On October 15, 2003 we announced that the option to
      purchase the copper-silver mine had expired unexercised.



On
      January 26, 2004, the Company announced that it had acquired an assignment
      of an option to purchase all of the outstanding issued and common shares
      of Hunter Gold Mining Corp., a Canadian corporation, which through its
      wholly owned US subsidiary, Hunter Gold Mining Inc., owns a 100% interest
      in the Bates-Hunter Gold Mine and the Golden Gilpin Mill (the
      "Bates-Hunter Project") located in Central City, Colorado. This
      option to purchase was assigned to the Company by a significant
      shareholder of the Company. Under the terms of the assigned option and
      subsequent amending agreements, the Company confirmed its acceptance of
      Glen O'Gorman's Exploration and Development Plan for the Bates-Hunter
      Project dated March 1, 2004 for completion of the Phase 1 work program by
      October 31, 2004.

---

Subsequent
      to the period, on July 26, 2004 the Company reported that it was unable to
      finance the work programs as required within the terms of the option
      agreement to purchase the Bates Hunter Gold Mine in Central City, Co.
      Consequently the Company has returned the option to a major shareholder of
      the Company and the optionor of the property. In return, the optionor has
      forgiven the Company the $30,000 signing fee and related expenses in
      conjunction with the proposed acquisition.



Management
      is now actively seeking new business opportunities and exploring various
      options towards a restructuring program involving a consolidation of its
      issued and outstanding common shares, a name change, the relocation of its
      head office and negotiations with its major creditors in an effort to
      effect an exchange of certain outstanding debt for its common shares.



(a)
Future operations:



These
      consolidated financial statements have been prepared on the basis of a
      going concern, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. The Company
      has suffered recurring losses and has not generated profitable operations
      since inception. In addition, at June 30, 2004 the Company has a working
      capital deficiency of $254,949 and a stockholders' deficiency of
      $244,655.



The
      continuance of the Company as a going concern is dependent on the
      continued forebearance of its creditors, obtaining financing for continued
      operations and the attainment of profitable operations. Management is in
      the process of identifying sources for additional financing to fund the
      ongoing development of the Company's business.



The
      Company's recurring operation losses and growing working capital needs
      will require that it obtain additional capital to operate its business
      before the new businesses generates significant revenue.



The
      Company will depend almost exclusively on outside capital to complete an
      acquisition. Such outside capital may include the sale of additional stock
      and/or commercial borrowing. There can be no assurance that capital will
      be available as necessary to meet these continuing development costs or,
      if the capital is available, it will be on terms acceptable to the
      Company. The issuances of additional equity securities by the Company
      would result in a significant dilution in the equity interests of its
      current stockholders. Obtaining commercial loans, assuming those loans
      would be available, will increase the Company's liabilities and future
      cash commitments. If the Company is unable to obtain financing in the
      amounts and on terms deemed acceptable, the business and future success
      may be adversely affected.

---

Given
      the Company's limited operating history, lack of sales, and the
      continued operating losses, there can be no assurance that it will be able
      to achieve or maintain profitability.



(b)
Development stage enterprise:



For
      U.S. accounting purposes the Company is considered to be a development
      stage enterprise from inception on November 24, 1994 to June 30, 2004 as
      its efforts have been and continue to be primarily directed towards the
      development of new products. The identification of an entity as a
      development stage enterprise does not impact the measurement and
      recognition principles applied in these consolidated financial statements
      but does require the disclosure of specified cumulative from inception and
      other information.



2.
Significant accounting policies:

The
    consolidated financial statements have been prepared in accordance with
    generally accepted accounting principles in the United States.



(a)
Principles of presentation:



These
        consolidated financial statements include the accounts of Cardinal
        Minerals Inc. ("Sun Power" or the "Company"). These
        consolidated financial statements are presented in U.S. dollars which is
        the Company's currency. Transactions denominated in other currencies
        are translated at exchange rates in effect at the date of the
        transactions with exchange gains and losses included in the
        determination of income. To date exchange gains and losses have been
        nominal.



Management
        of the Company has made a number of estimates and assumptions relating
        to the reporting of assets, liabilities, revenues and expenses and the
        disclosure of contingent assets and liabilities in preparing these
        financial statements in conformity with accounting principles generally
        accepted in the United States. Actual results could differ from those
        estimates. In these consolidated financial statements, significant areas
        requiring the use of management estimates relate to the recoverability
        of fixed assets and patents and rates for amortization.



(b)
Fixed assets:



Fixed
        assets are recorded at cost. Amortization is calculated from the date of
        acquisition using the following methods and rates:



|Asset                    | Basis             | Rate
|------------------------ | ----------------- | ----
|                         |                   |     
|Computer
      equipment | declining-balance | 30% 
|                         |                   |     



(c)
Loss per share:



Loss
        per share is calculated using the weighted average number of shares
        outstanding during the fiscal period. This average includes as
        outstanding common shares, shares issued in a reporting period from the
        date of their issuance. Diluted per share amounts do not differ from
        basic per share amounts as the effect of stock options outstanding
        during the periods presented is anti-dilutive.



(d)
Stock option plan:



The
        Company has a stock-based compensation plan. For grants to employees,
        officers and directors (collectively, "employees"),
        compensation expense is recognized over the vesting period in an amount
        equal to the difference, if any, between the market value of the Company's
        common shares at that measurement date and the exercise price. The value
        recognized for option grants is expensed in the consolidated statements
        of operations. Options granted to non-employees are recorded at their
        fair value as the services are provided and the options earned. No
        options were granted in the six month period ended June 30, 2004.



Set
        out below is loss and loss per share information as if the Company had
        determined compensation expense based on the fair value at the grant
        date for its employee stock options:



|                                                                        | 2004              | 2003             
|----------------------------------------------------------------------- | ----------------- | -----------------
|                                                                        |                   |                  
|Loss
      for the period, as reported                                  | $
      (103,084) | $
      (608,893)
|                                                                        |                   |                  
|Stock-based
      compensation expense included in net loss as reported | -                 | -                
|                                                                        |                   |                  
|Pro
      forma stock based compensation                                | -                 | (12,942)         
|                                                                        |                   |                  
|Loss
      for the period, pro forma                                    | $
      (103,084) | $
      (621,835)
|                                                                        |                   |                  
|Basic
      and diluted loss per share:                                 |                   |                  
|As
      reported                                                       | $
      -         | $
      (0.06)   
|Pro
      forma                                                         | -                 | (0.06)           



The
        fair value of stock options granted during 2001, and vesting during 2002
        and 2003, was estimated using the Black-Scholes option-pricing model
        with the following weighted average assumptions: expected dividend yield
        of 0%, risk-free interest rate of 4.74%, an expected life equal to their
        maximum term, and a volatility of 59.6%.



(e)
Mineral property costs:



Mineral
        property costs incurred prior to the property having a bankable
        feasibility study are expensed as incurred.

---

(f)
Foreign currency translation:



These
        consolidated financial statements are presented in U.S. dollars which is
        the Company's currency. Transactions denominated in other currencies
        are translated at exchange rates in effect at the date of the
        transactions with exchange gains and losses included in the
        determination of income. To date exchange gains and losses have been
        nominal.



(g)
Use of estimates:



Management
        of the Company has made a number of estimates and assumptions relating
        to the reporting of assets, liabilities, revenues and expenses and the
        disclosure of contingent assets and liabilities in preparing these
        financial statements in conformity with accounting principles generally
        accepted in the United States. Actual results could differ from those
        estimates. In these consolidated financial statements, significant areas
        requiring the use of management estimates relate to the recoverability
        of fixed assets and patents and rates for amortization.



3.
Fixed assets:



|June
      30, 2004      | Cost           | Accumulated
      amortization | Net
      book value
|------------------------ | -------------- | ------------------------------ | --------------------
|Computer
      equipment | $
      21,964 | $
      11,671                 | $
      10,293      
|December
      31, 2003  | Cost           | Accumulated
      amortization | Net
      book value
|Computer
      equipment | $
      21,964 | $
      9,613                  | $
      12,351      



4.
Related party transactions and balances:



(a)
Loans from related party:



On
        January 9, 2002, the Board approved the conversion of a loan of
        $1,554,562 from Mr. Bullock into 1,554,562 Series C convertible
        preferred shares have a stated value of $1 per share. The preference
        shares have no voting rights and receive no dividends. On December 28,
        2003 an agreement was reached with Mr. Bullock to issue that number of
        common shares at a ratio of two common shares of the Company for each
        one Series C Preferred Share, post the 3:1 rollback. As at June 30,
        2004, the common shares have not been issued.



On
        December 23, 2003 the Company issued 1,877,694 common shares (post
        roll-back) to Mr. Bullock to settle loans and interest in the amount of
        $563,308.



(b)
Accounts payable:



Included
        in accounts payable is $118,086 (December 31, 2003 - $12,591) payable to
        private companies controlled by a significant shareholder or by a
        director of the Company.

---

(c)
Fees:



The
        Company has been charged administrative, management and consulting fees
        aggregating $44,700 (six months ended June 30, 2003 - $125,000) by
        certain officers, directors and private companies controlled by them.



5.
  Capital stock:



(a)
Issued:



|                                                                            | Number
      of shares | Value
      per share | Share
      capital | Additional
      paid-in capital
|--------------------------------------------------------------------------- | ---------------------- | --------------------- | ------------------- | --------------------------------
|Issued
      for cash at inception, November 24, 1994                       | 333                    | $
      1.973         | $
      3           | $
      654                     
|Issued
      and outstanding at all period ends prior to September 30, 1998 | 333                    |                       | 3                   | 654                             
|                                                                            |                        |                       |                     |                                 
|Issued
      during the year ended December 31, 1998:                       |                        |                       |                     |                                 
|For
      investment in CASI                                                | 9,019,333              | 0.03                  | 90,193              | 180,397                         
|For
      financing fee                                                     | 166,667                | 0.03                  | 1,667               | 3,333                           
|Issued
      and outstanding, December 31, 1998                             | 9,186,333              |                       | 91,863              | 184,384                         
|                                                                            |                        |                       |                     |                                 
|Adjustments
      resulting in an increase in additional paid-in capital:   |                        |                       |                     |                                 
|Shares
      cancelled                                                      | (1,000)                | 0.03                  | (10)                | 10                              
|Stock
      based compensation options                                      | -                      |                       | -                   | 222,500                         
|Issued
      and outstanding, December 31, 1999 and 2000                    | 9,185,333              |                       | 91,853              | 406,894                         
|                                                                            |                        |                       |                     |                                 
|Issued
      during the year ended December 31, 2001:                       |                        |                       |                     |                                 
|For
      investment in REC (note 4)                                        | 666,667                | 0.03                  | 6,666               | 13,334                          
|For
      investment in Sunspring (note 3)                                  | 666,667                | 0.03                  | 6,663               | 13,333                          
|For
      stock based compensation (note 9(c))                              | -                      |                       | -                   | 270,000                         
|Stock
      based compensation options                                      | -                      |                       | -                   | 75,165                          
|Issued
      and outstanding, December 31, 2001                             | 10,518,667             |                       | 105,186             | 778,726                         
|                                                                            |                        |                       |                     |                                 
|Issued
      during the year ended December 31, 2002:                       |                        |                       |                     |                                 
|For
      cash                                                              | 33,333                 | 0.01                  | 334                 | 99,666                          
|In
      settlement of obligation                                           | 8,333                  | 7.17                  | 83                  | 59,667                          
|Stock-based
      compensation options                                      | -                      |                       | -                   | 199,311                         
|Deemed
      dividend on preferred stock                                    | -                      |                       | -                   | 209,694                         
|Issued
      and outstanding, December 31, 2002                             | 10,560,333             |                       | 105,603             | 1,347,064                       
|                                                                            |                        |                       |                     |                                 
|Issued
      during the year ended December 31, 2003:                       |                        |                       |                     |                                 
|To
      settle Purchase Option Agreement                                   | 333,333                | 0.75                  | 3,333               | 246,667                         
|In
      settlement of debts                                                | 10,423,248             | 0.30                  | 104,233             | 3,022,742                       
|Adjustments
      resulting from 3:1 reverse split                          | 54                     |                       | -                   | -                               
|Issued
      and outstanding, December 31, 2004 and June 30, 2004           | 21,316,968             |                       | $
      213,169     | $
      4,616,473               

---

(b)
    Issuance of shares for non-monetary consideration:



Shares
        issued to consultants for services rendered (including shares
        transferred by a principal shareholder), settlement of debt and the
        acquisition of assets or businesses are recorded based upon the fair
        market value of the shares at the date of the related agreements to
        issue the shares.



(c)
Commitments to issue common shares:



On
        January 9, 2002, the Board approved the conversion of a loan of
        $1,554,562 from Mr. Bullock into 1,554,562 Series C convertible
        preferred shares have a stated value of $1 per share. The preference
        shares have no voting rights and receive no dividends. On December 28,
        2003 an agreement was reached with Mr. Bullock to issue that number of
        common shares at a ratio of two common shares of the Company for each
        one Series C Preferred Share, post the 3:1 rollback. As at June 30,
        2004, the common shares have not been issued.



6.
Financial instruments:



(a)
Fair value:



The
        fair values of financial instruments included in current assets and
        liabilities (excluding related party amounts) are equal to their
        carrying values due to their ability for prompt liquidation or the
        short-term to their settlement.



The
        fair value of loans from related parties cannot be reasonably estimated
        due to the nature of the amounts due and their relationship between the
        liable party and the Company and the lack of a ready independent market
        for such amounts payable.



(b)
Currency fluctuation risk:



The
        Company has not entered into any material foreign exchange contracts to
        minimize or mitigate the effects of foreign exchange fluctuations on the
        Company's operations or these financial statements. Management does
        not believe it faces any significant foreign currency fluctuation risk.



7.
Commitments and contingencies:



(a)
        Effective as of April 24, 2002, the Company entered into a consulting
        agreement for administrative, marketing and management services, which
        expired April 23, 2003. Subsequently, the consultant has been retained
        on a month to month basis plus reimbursement for pre-authorized
        expenses. At June 30, 2004, accounts payable includes approximately
        $30,000 related to this arrangement.



(b)
        On April 30, 2003, the Company entered into a consulting agreement for
        administrative and management services, which is effective until further
        notice and for a minimum period of 12 months. Effective January 1, 2004
        the consultant has been retained on a month to month as needed basis
        plus reimbursement for pre-authorized expenses. At June 30, 2004
        accounts payable includes approximately $7,500 related to this
        arrangement.



(c)
        On April 20 2001, the Company entered into an advisory agreement for a
        two year term in which the advisor acted as its international strategic
        planner and assisted the Company to secure financing for new business
        opportunities. Subsequently, the advisor has been retained on a month to
        month basis plus reimbursement for all reasonable pre-approved expenses.
        At June 30, 2004, accounts payable includes $50,000 related to this
        arrangement.

---

Item
  2. Plan of Operation.



This
report contains forward-looking statements. Actual results and events could
differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.



With
the exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements primarily as the result of
insufficient cash to pursue marketing efforts. The following discussion of our
plan of operation should be read in conjunction with our financial statements
and the related notes thereto appearing elsewhere herein.



Overview



On
December 30, 2003 we amended our articles and changed our name from Sun Power
Corporation to Cardinal Minerals, Inc. We believe it is important that our
corporate name be reflective of our future business intentions of dedicating
itself to the acquisition of revenue producing mining assets.



We
were operating as a development stage company without an operating business
until we acquired 100% of the shares of Sunspring, Inc., a Nevada company, and
Renewable Energy Corporation, a New Mexico company, on December 10, 2001.
Subsequent to our inability to meet certain financing conditions as defined
within the acquisition agreements for the development of the technologies owned
by Sunspring Inc. and Renewable Energy Corporation, on December 6, 2002, we
returned all of the issued and outstanding shares of Sunspring, Inc. and
Renewable Energy Corporation in return for all of our Series A and Series B
Preferred Stock, which had been issued as a part of the purchase price.



By
an Assignment of Purchase Option Agreement dated December 16, 2002, we acquired
an option to purchase all of the issued and outstanding shares of Minera Real de
Cosala SA de CV, a copper-silver mine located in the state of Sinaloa, Mexico.
On October 15, 2003 we announced in a Form 8-K and Press Release that the option
to purchase the copper-silver mine had expired as we had been unsuccessful in
closing a financing which was based on the sale of a rated debenture within the
allotted time period.



On
January 26, 2004, the Company announced that it had acquired an assignment of an
option to purchase all of the outstanding issued and common shares of Hunter
Gold Mining Corp., a Canadian corporation, which through its wholly owned US
subsidiary, Hunter Gold Mining Inc., owns a 100% interest in the Bates-Hunter
Gold Mine and the Golden Gilpin Mill (the "Bates-Hunter Project")
located in Central City, Colorado. This option to purchase was assigned to the
Company by a significant shareholder of the Company. Under the terms of the
assigned option and subsequent amending agreements, the Company confirmed its
acceptance of Glen O'Gorman's Exploration and Development Plan for the
Bates-Hunter Project dated March 1, 2004 for completion of the Phase 1 work
program by October 31, 2004.

---

Subsequent
to Quarter End



On
July 26, 2004, the Registrant announced in a press release, that we were unable
to finance the work programs as required within the terms of the option
agreement to purchase the Bates Hunter Gold Mine in Central City, Co.
Consequently the Registrant has returned the option to Mr. Ken Swaisland, a
major shareholder of Cardinal and optionor of the property. In return, Mr.
Swaisland has forgiven the Registrant the $30,000 signing fee and related
expenses in conjunction with the proposed acquisition. (Press Release attached
as exhibit 99 on Form 8-K filed on July 29, 2004.



Management
is now actively seeking new business opportunities and exploring various options
towards a restructuring program involving a consolidation of its issued and
outstanding common shares, a name change, the relocation of its head office and
negotiations with its major creditors in an effort to effect an exchange of
certain outstanding debt for its common shares.



Plan
of Operation



We
will continue to seek a new business opportunity or business combination. Once a
business opportunity or business combination has been identified, we will
investigate and evaluate the business opportunity or business combination.
Should our company wish to pursue any specific business opportunity or business
combination, we will have to comply with all applicable corporate and securities
laws in order to complete the acquisition of or merger with any such business
opportunity.



We
will not acquire or merge with any entity which cannot provide audited financial
statements at or within a reasonable period of time after closing of the
proposed transaction. We are subject to all the reporting requirements included
in the Exchange Act. Included in these requirements is our duty to file audited
financial statements as part of our Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as our
audited financial statements included in our annual report on Form 10-K (or
10-KSB, as applicable). If such audited financial statements are not available
at closing, or within time parameters necessary to insure our compliance with
the requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target business, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of our present management.



We
will not restrict our search for any specific kind of businesses, but may
acquire a business which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.



A
business combination with a target business will normally involve the transfer
to the target business of the majority of our common stock, and the substitution
by the target business of its own management and board of directors.



We
have, and will continue to have, no capital with which to provide the owners of
business opportunities with any cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a company with
securities registered pursuant to Rule 12(g) of the Exchange Act. Our officer
and director has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

---

We
have yet to generate revenues from operating activities and there is a
substantial going concern issue as to whether we will ever be able to meet our
current operating and capital expenses. Since inception we have been dependent
on the sale of our equity securities and loans from affiliates to satisfy our
working capital requirements. We continue to have a working capital deficiency
that raises substantial concern regarding our ability to continue as a going
concern.



Satisfaction
of our cash obligations for the next 12 months. Presently, we have no
revenues and we cannot meet operating and capital expenses. We have incurred
operating losses since inception, and this is likely to continue through fiscal
2004. Once we locate a suitable business opportunity or business combination, we
may seek to obtain equity and/or debt financing from third parties to facilitate
and complete the acquisition of such a business opportunity or a suitable
business combination. We may also issue shares of our common stock as
consideration for the acquisition of a suitable business opportunity or a
suitable business combination.



Summary
of any product research and development that we will perform for the term of our
plan of operation. We do not anticipate that we will expend any
significant monies on research and development until such time as we have
initiated a new business direction or the requirements for due diligence in that
regard.



Expected
purchase or sale of plant and significant equipment. We do not
anticipate the purchase or sale of any plant or significant equipment, as such
items are not required by us at this time or in the next 12 months.



Significant
changes in the number of employees. We do not currently have any
employees. We have 4 key consultants on retainer including our president and the
various professionals who are assisting us with our due diligence, securities
compliance and accounting requirements. We anticipate hiring employees only if
we identify and complete the acquisition of a business opportunity or enter into
a business combination. Such employment may significantly increase our monthly
burn rate and such increase in the monthly burn rate depends on the number of
employees we ultimately hire, if any.



New
Business Opportunities



We
will not acquire or merge with any entity, which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We are subject to all the reporting requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited financial statements as part of our Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited financial statements included in our annual report on
Form 10-KSB. If such audited financial statements are not available at closing,
or within time parameters necessary to insure our compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target business, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of our present management.

---

We
will not restrict our search for any specific kind of businesses, but may
acquire a business, which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.



We
are currently involved in negotiations to acquire a business opportunity;
however it is premature to disclose the details until such time as either a
letter of intent or definitive agreement is executed.



Our
financial report reflects the fact that we have no current source of income.
Further, that without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.



Going
Concern



The
Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The ability of the Company to continue as a going concern is dependent
upon the ability in its endeavors to seek additional sources of capital, and in
attaining future profitable operations. Management is currently initiating their
business plan and in the process of raising additional capital. The accompanying
financial statements do not include any adjustments that might be necessary
should the company be unable to continue as a going concern.



Off-Balance
Sheet Arrangements



We
do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operation, liquidity,
capital expenditures or capital resources that is material to investors.



Risk
Factors



An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
annual report and any other filings we have made in the past or that we may make
with the United States Securities and Exchange Commission in the future before
investing in our common stock. If any of the following risks occur, our
business, operating results and financial condition could be seriously harmed.
The trading price of our common stock could decline due to any of these risks,
and you may lose all or part of your investment.

---

We
Have A History Of Losses And No Operating Results, Which Raises Substantial
Doubt About Our Ability To Continue As A Going Concern.



We
have suffered recurring losses and we have not generated any profit since
inception. At June 30, 2004, we had a stockholders' deficiency of $244,655. We
do not expect positive cash flow from operations in the near term and there is
no assurance that we will operate profitably or will generate positive cash flow
in the future.

These
circumstances raise substantial doubt about our ability to continue as a going
concern, as described in the explanatory paragraph to our independent auditors'
report on the December 31, 2003 consolidated financial statements, which are
included within the Form 10-KSB filed on April 15, 2004.



Our
common stock is illiquid and the price of our common stock may be negatively
impacted by factors which are unrelated to our operations.



Our
common stock currently trades on a limited basis on the OTC Bulletin Board and
the Berlin Stock Exchange. The market price of our common stock could fluctuate
substantially due to a variety of factors, including market perception of our
ability to achieve our planned growth, quarterly operating results of other
companies, trading volume in our common stock, changes in general conditions in
the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.



A
decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our ability to continue our normal
operations.



A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been primarily financed through the sale of
equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our operations. Such reductions
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, there can be no assurance that we can raise additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient capital in the future, we may not be able to
have the resources to continue our normal operations.



Our
Articles of Incorporation and Bylaws and Nevada law contain provisions that
could delay or prevent a change of control and could limit the market price of
our common stock.



Our
authorized capital stock consists of 100,000,000 shares of common stock and
25,000,000 shares of preferred stock. To date, our Series A, Series B and Series
C preferred stock has been designated. No shares of our Series A or Series B
preferred stock remain outstanding. We have signed an agreement dated December
28, 2003 for the return and conversion of all of our Series C preferred stock
and are presently awaiting to complete its exchange. Our board of directors,
without any action by stockholders, is authorized to designate and issue shares
of preferred stock in any class or series as it deems appropriate and to
establish the rights, preferences and privileges of these shares, including
dividends, liquidation and voting rights. The rights of holders of shares of
preferred stock that may be issued may be superior to the rights granted to the
holders of existing shares of our common stock. Further, the ability of our
board of directors to designate and issue such undesignated shares could impede
or deter an unsolicited tender offer or takeover proposal and the issuance of
additional shares having preferential rights could adversely affect the voting
power and other rights of holders of our common stock.

---

Trading
of our stock may be restricted by the SEC's penny stock regulations which may
limit a stockholder's ability to buy and sell our stock.



The
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price
(as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor"
refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.



Since
Our Shares Are Thinly Traded, And Trading On The OTC Bulletin Board May Be
Sporadic Because It Is Not An Exchange, Stockholders May Have Difficulty
Reselling Their Shares.



Our
common shares are currently listed for public trading on the Nasdaq Stock
Market, Inc.'s OTC Bulletin Board and the Berlin Stock Exchange. The trading
price of our common shares has been subject to wide fluctuations. Trading prices
of our common shares may fluctuate in response to a number of factors, many of
which will be beyond our control. The stock market has generally experienced
extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of companies, especially those
with no current business operation. There can be no assurance that trading
prices and price earnings ratios previously experienced by our common shares
will be matched or maintained. These broad market and industry factors may
adversely affect the market price of our common shares, regardless of our
operating performance.

---

In
the past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if initiated, could result in substantial costs for us and a
diversion of management's attention and resources.



Item
3. Controls and Procedures



Roland
    Vetter, President and Chief Financial Officer of the Company evaluated the
    effectiveness of the design and operation of our disclosure controls and
    procedures, as such term is defined under Rule 13a-14(c) promulgated under
    the Securities Exchange Act of 1934, as amended, as of June 30, 2004. Based
    on his evaluation, Mr. Vetter concluded that our disclosure controls and
    procedures are effective.



There
    have been no significant changes (including corrective actions with regard
    to significant deficiencies or material weaknesses) in our internal controls
    or in other factors that could significantly affect these controls
    subsequent to the date of the evaluation referenced in paragraph (a) above.



PART
II--OTHER INFORMATION



Item
1. Legal Proceedings.



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



Item
2. Changes in Securities.



None



Item
3. Defaults Upon Senior Securities.



None.



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



None.



Item
5. Other Information.



On
July 21, 2004 the Company's board of directors accepted the resignation of
Andrew Schwab as Secretary and a Director of the Company.



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



Exhibits

31.1
      Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1
  Certification pursuant to Section 906 of the Sarbanes-Oxley Act

---

(b)
Form 8-K



Form
8-K Current Reports



None



Form
8-K Subsequent to Quarter End



Form
    8-K filed on July 29, 2004 - Returning the option to purchase the Bates
    Hunter Gold Mine back to Ken Swaisland.

---

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.



CARDINAL
MINERALS, INC.







/s/
Roland
Vetter

By:
Roland Vetter

President
and Chief Financial Officer

Date:
August 23, 2004



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





Signatures



/s/
Milton Datsopoulos

By:
Milton Datsopoulos, Director

Date:
August 23, 2004



/s/
Dana
Hansen

By:
Dana Hansen, Director

Date:
August 23, 2004



/s/
Roland
Vetter

By:
Roland Vetter, President and Director

Date:
August 23, 2004