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: March 31, 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 April 30, 2004
was 21,316,968 shares, held by approximately 45 shareholders.



Transitional
Small Business Disclosure Format (check one):



Yes     
No X

---

Part I
- FINANCIAL INFORMATION



ITEM 1.
FINANCIAL STATEMENTS



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



CARDINAL
MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Consolidated
Balance Sheets

(Expressed
in United States dollars)



|                                                       | March
      31, | December
      31,
|------------------------------------------------------ | --------------- | ------------------
|                                                       | 2004            | 2003              
|                                                       | (unaudited)     |                   
|Assets                                                
|                                                      
|Current
      assets:                                 
|Cash                                                   | $555            | $687              
|Total current assets                                   | 555             | 687               
|                                                       |                 |                   
|Investment                                             | 1               | 1                 
|                                                       |                 |                   
|Fixed
      assets                                     | 11,322          | 12,351            
|                                                       |                 |                   
|Total
      assets                                     | $18,878         | $13,039           
|                                                      
|Liabilities
      and Stockholders' Deficiency        
|                                                      
|Current
      liabilities:                            
|                                                       |                 |                   
|Loans
      from related party                         | -               | -                 
|                                                       | 209,968         | 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:                                                |                 |                   
|21,316,914 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       | (6,582,294)     | (6,525,775)       
|Total stockholders' deficiency                         | 198,090         | (141,571)         
|Total
      liabilities and stockholders' deficiency   | $11,878         | $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 March 31, 2004 | Three
    month period ended March 31, 2003 | Period
    from inception on November 24, 1994 to March 31, 2004
|------------------------------------------------- | ------------------------------------------- | ------------------------------------------- | ----------------------------------------------------------------
|Revenue                                           | $-                                          | $-                                          | $88,357                                                         
|                                                  |                                             |                                             |                                                                 
|Expenses:                                         |                                             |                                             |                                                                 
|Consulting
    fees                               | 48,000                                      | 35,867                                      | 2,391,120                                                       
|Professional
  fees                               | 4,905                                       | 21,594                                      | 768,825                                                         
|Product
  research and development costs          | -                                           | 28,486                                      | 732,325                                                         
|Administrative
  and other expenses               | 2,585                                       | 52,343                                      | 912,471                                                         
|Interest                                          | -                                           | 78,933                                      | 523,289                                                         
|Corporate Development                             |                                             |                                             | 323,591                                                         
|Mineral
  property option                         | -                                           | -                                           | 275,000                                                         
|Amortization                                      | 1,029                                       | 822                                         | 26,979                                                          
|                                                  | 56,519                                      | 218,045                                     | 5,953,600                                                       
|                                                  |                                             |                                             |                                                                 
|Loss
    before undernoted                        | (56,519)                                    | (218,045)                                   | (5,865,343)                                                     
|                                                  |                                             |                                             |                                                                 
|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                           | (56,519)                                    | (218,045)                                   | (5,884,385)                                                     
|                                                  |                                             |                                             |                                                                 
|Deficit
    accumulated during the development    |                                             |                                             |                                                                 
|stage,
    beginning of period                    | (6,525,775)                                 | (5,218,764)                                 | -                                                               
|                                                  |                                             |                                             |                                                                 
|Charge
    to deficit                             | -                                           | -                                           | (488,215)                                                       
|                                                  |                                             |                                             |                                                                 
|Deemed
    dividends on preferred stock           | -                                           | (209,694)                                   | (209,694)                                                       
|                                                  |                                             |                                             |                                                                 
|Deficit
    accumulated during the development    |                                             |                                             |                                                                 
|stage,
    end of period                          | $(6,582,294)                                | $(5,646,503)                                | $(6,582,294)                                                    
|                                                  |                                             |                                             |                                                                 
|Basic
    and diluted loss per share              | $-                                          | $(0.02)                                     | $                                                               
|                                                  |                                             |                                             |                                                                 
|Weighted
    average number of shares outstanding | 21,316,194                                  | 10,782,555                                  |                                                                 



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)



|                                                                                      | Three
      month period ended March 31, 2004 | Three
month period ended March 31, 2003 | Period
    from inception on November 24, 1994 to March 31, 2004
|------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------- | ----------------------------------------------------------------
|                                                                                      |                                               |                                         |                                                                 
|Cash
        flows from (used in) operating activities:                               |                                               |                                         |                                                                 
|Loss
        for the period                                                           | $(56,519)                                     | $(218,045)                              | $(5,884,385)                                                    
|Items
        not involving the use of cash:                                          |                                               |                                         |                                                                 
|Amortization                                                                          | 1029                                          | 822                                     | 26,979                                                          
|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                                    | 30,358                                        | 81,266                                  | 1,882,757                                                       
|                                                                                      | (25,132)                                      | (135,515)                               | (2,726,823)                                                     
|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:                                  |                                               |                                         |                                                                 
|Promissory
          notes                                                            | 25,000                                        | 27,500                                  | 65,000                                                          
|Issuance
          of common shares                                                   | -                                             | -                                       | 100,657                                                         
|Loans
          from related party, including accrued interest                        |                                               | 108,001                                 | 2,670,111                                                       
|                                                                                      | 25,000                                        | 135,501                                 | 2,835,768                                                       
|                                                                                      |                                               |                                         |                                                                 
|Effect
          of exchange rate changes on foreign currency
          cash balances | -                                             | -                                       | 19,432                                                          
|                                                                                      |                                               |                                         |                                                                 
|Decrease
          in cash                                                            | (132)                                         | (14)                                    | 541                                                             
|                                                                                      |                                               |                                         |                                                                 
|Cash,
          beginning of period                                                   | 687                                           | 14                                      | 14                                                              
|                                                                                      |                                               |                                         |                                                                 
|Cash,
        end of period                                                           | $ 555                                         | $-                                      | $555                                                            



Cash
        is defined as cash less bank indebtedness.



3

---

CARDINAL
        MINERALS INC.

(Formerly
        Sun Power Corporation)

(A
        Development Stage Enterprise)



Consolidated
        Statements of Cash Flows, Continued

(Unaudited)

(Expressed
        in United States dollars)



|                                                                    | Three
    month period ended March 31, 2004 | Three
  month period ended March 31, 2003 | Period
    from inception on November 24, 1994 to March 31, 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.

4

---

CARDINAL
        MINERALS INC.

(Formerly
Sun Power Corporation)

(A
Development Stage Enterprise)



Notes
to Consolidated Financial Statements

(Expressed
in United States dollars)



Three
month period ended March 31, 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 March 31, 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
>       "Properties") 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, Cardinal has until September 30, 2005 to complete its due
>       diligence and close on the acquisition of the Properties by way of a
>       payment of $3,000,000 plus the payment of a one percent net smelter return
>       royalty payable to Goldrush Casino and Mining Corporation to a maximum of
>       $1,500,000. Immediately upon the execution and closing of the formal
>       agreement to acquire the Properties, the Company agreed to issue to the
>       shareholder 2,000,000 share purchase warrants exercisable into
>       unregistered, restricted common shares having an exercise price equal to
>       the 10 day average trading price of Company's common shares immediately
>       prior to the closing of the formal agreement. The Company also agreed to
>       pay the shareholder $30,000 on assignment of the option.

5

---

> Completion
>   of this acquisition is subject to the satisfactory completion of due diligence
>   and financing.
>   
> (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 March 31, 2004 the Company has a working
>       capital deficiency of $209,413 and a stockholders' deficiency of
>       $198,090.
>       
>       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 future capital requirements will depend on many factors,
>       including costs of completion of the acquisition of the Property, cash
>       flow from operations, costs to complete an expansion of mine production
>       and the mill throughput, and competition and global market conditions. 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 the
>       acquisition and planned modifications to the property. 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.

6

---

> 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 March 31, 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% 
|                         |                   |     



7

---



> (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 three month period ended March 31, 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                                  | $
      (56,519) | $
      (218,045)
|                                                                        |                  |                  
|Stock-based
      compensation expense included in net loss as reported | -                | -                
|                                                                        |                  |                  
|Pro
      forma stock based compensation                                | -                | $
      (6,471)  
|                                                                        |                  |                  
|Loss
      for the period, pro forma                                    | $
      (56,519) | $
      (224,516)
|                                                                        |                  |                  
|Basic
      and diluted loss per share:                                 |                  |                  
|As
      reported                                                       | $
      -        | $
      (0.02)   
|Pro
      forma                                                         | -                | (0.02)           

> 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.

8

---

> (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:



|March
      31, 2004     | Cost           | Accumulated
      amortization | Net
      book value
|------------------------ | -------------- | ------------------------------ | --------------------
|Computer
      equipment | $
      21,964 | $
      10,642                 | $
      11,322      
|March
      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 March 31,
>         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 $57,525 (December 31, 2003 - $12,591) payable to
>         private companies controlled by a significant shareholder or by a
>         director of the Company.

9

---

> (c)
> Fees:
> 
>   The
>         Company has been charged administrative, management and consulting fees
>         aggregating $48,000 (three months ended March 31, 2003 - $54,000) 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 March 31, 2004          | 21,316,968             |                       | 213,169             | 4,616,473                       



10

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> (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 March 31,
>         2004, the common shares have not been issued.
> (d)
> Preferred stock offerings:

> As
>         the Preferred stock was issued in settlement of an outstanding loan
>         (note 5(a)) at a conversion price that was less than the market price of
>         the Company's common shares at the date of agreement for issuance, the
>         difference resulting from the allocation of the proceeds to the
>         beneficial conversion feature of $209,694 was recorded as a deemed
>         dividend or return to the preferred shareholders.

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 March 31, 2004, accounts payable includes approximately
>         $22,165 related to this arrangement.

11

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> (b)
>         On April 30, 2003, the Company entered into a consulting agreement for
>         administrative, marketing 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.
>         
>         (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 March 31, 2004, accounts payable includes $35,360 related to this
>         arrangement.

12

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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, we executed an Assignment of Purchase Option Agreement,
(attached as exhibit 10-3 to Form 8-K filed on March 5, 2004) with Ken Swaisland,
a majority stockholder of the registrant, for the option to purchase all the
assets of Hunter Gold Mining Inc and Hunter Gold Mining Corporation including
the Bates Hunter Mine and the Golden Gilpin Mill (collectively the
"Bates-Hunter Mine"), which includes a dewatering plant, mining
properties, claims, permits and all ancillary equipment free and clear of any
and all financial liens or encumbrances, for a fixed price of $3,000,000 and a
1% net smelter royalty payable to Goldrush Casino and Mining Corporation. Mr.
Swaisland is to receive $30,000 on signing of the assignment and conditional
upon closing of the acquisition, a 2% net smelter return royalty and 2,000,000
share purchase warrants at a price equal to the 10 day trading average
immediately prior to the formal closing of the acquisition. Accordingly, we are
seeking to identify a suitable business opportunity in the resource sector or
enter into a viable business combination able to provide positive cash flow.



13

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Plan
of Operation



We
intend to acquire the Bates-Hunter Mine through an assignment of a purchase
option agreement with Hunter Gold Mining Inc. and Hunter Gold Mining Corporation
which owns a 100% interest in the Bates Hunter Mine, located in Central City,
Colorado about 35 miles west of Denver.



In
preparation for the acquisition, Mr. Glenn R. O'Gorman, P. Eng., a practicing
mining engineer and miner since 1974, completed a preliminary assessment of the
project. Mr. O'Gorman's report included a geological report (March, 1997)
prepared by Stephen Tedesco, Geologist, which detailed and mapped the nine
principle gold bearing veins underlying the Bates-Hunter property.



Subsequent
to reviewing these preliminary findings, Mr. O'Gorman was engaged to prepare a
more detailed Exploration and Development Plan for presentation to the vendors,
brokers, dealers, marketing agencies, current stockholders and future
stockholders. This Exploration and Development Plan was attached to a Form 8-K
filed on March 5, 2004 as Exhibit 99.



Following
receipt of Mr. O'Gorman's plan, we executed an amending letter agreement on
March 30, 2004 with George Otten confirming certain amendments, additions and
clarifications relative to the original option agreements between Hunter Gold
Mining Corporation and Mr. Swaisland, namely:

1. acceptance of Mr. O'Gorman's Exploration and Development Plan for the
      Bates-Hunter Project dated March 1, 2004 where we would fund and complete
      Phase I of that report to de-water and rehabilitate the mine shaft, map
      and sample all historical workings at an estimated cost of $500,000 by
      October 31, 2004. After dewatering and rehabilitation had been completed,
      we would undertake a diamond drilling work program at an estimated cost of
      $650,000 by June 30, 2005 to explore both above and underneath the old
      workings to pinpoint thick high grade areas at vein intersections and
      estimate ore reserves to decide if further expenditures are warranted. We
      reserved the right should the results of Phase 1 be unfavorable, to return
      the option and to complete the work programs by these specified dates or
      the agreements would become null and void.
2. to prepare the formal closing agreements based on the purchase price of
      $3,000,000 for all of the assets of Hunter Gold Mining Corporation's
      wholly owned US subsidiary Hunter Gold Mining Inc. The formal agreements
      are to be based on an asset purchase rather than a stock purchase as
      contemplated in the original agreements, provided that there should be no
      withholding or transfer tax applicable to the said transaction, otherwise
      the transaction will revert to a stock purchase as originally
      contemplated.
3. we agreed that a contract for the dewatering of the Bates-Hunter
      mine-shaft as recommended by Mr. O'Gorman will be entered into with a
      corporation controlled by George Otten. The general terms of the contract
      will call for Mr. Otten to organize and manage the dewatering of the mine
      shaft on a cost plus overhead basis. A formal contract encompassing the
      dewatering process is targeted for execution on or before April 15, 2004.
      Mr. O'Gorman will be retained to manage the contract and its related
      payments.
4. the July 31, 2004 closing date as specified a January 31, 2004 extension
      agreement between Hunter Gold Mining Corporation and Mr. Swaisland has
      been extended. Formal closing of the purchase of the assets of the Hunter
      Gold Mining Corporation shall now occur within 90 days following the
      receipt of data from the underground drilling program recommended by Mr. O'Gorman,
      or September 30, 2005 whichever is earlier.

14

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We
are now exploring various financing options in order to fund the Phase 1 work
program recommended by Mr. O'Gorman.



As
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 negotiated with
certain of our creditors for the exchange of shares of our common stock for
current debt held by those creditors. We converted the debt a per share price of
$0.10. We have incurred operating losses since inception, and this is likely to
continue into fiscal 2004.



Since
inception, we have financed our cash flow requirements through the issuance of
common stock. As we expand our activities, we may continue to experience net
negative cash flows from operations, pending receipt of sales revenues.
Additionally we anticipate obtaining additional financing to fund operations
through common stock offerings and bank borrowings, to the extent available, or
to obtain additional financing to the extent necessary to augment our working
capital.



Over
the next twelve months we will be required to seek additional capital to fund
the acquisition of the assets of the Hunter Gold Mining Corporation through
additional equity or debt financing or credit facilities in the sum of at least
$3 million.. No assurance can be made that such financing would be available,
and if available it may take either the form of debt or equity. In either case,
the financing could have a negative impact on our financial condition and our
Stockholders.



We
anticipate incurring operating losses over the next twelve months. Our lack of
operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development. Such risks include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks we must, among other things, obtain a customer base, implement and
successfully execute our business and marketing strategy, continue to develop
and upgrade technology and products, respond to competitive developments, and
attract, retain and motivate qualified personnel. There can be no assurance that
we will be successful in addressing such risks, and the failure to do so can
have a material adverse effect on our business prospects, financial condition
and results of operations.



15

---

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, other
than as specified in the acquisition of the Bates-Hunter mining operation, 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 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.



Going
Concern



The
consolidated financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of the Company as a going concern. The Company's cash position may
be inadequate to pay all of the costs associated with production and marketing.
Management intends to use borrowings and security sales to mitigate the effects
of its cash position, however no assurance can be given that debt or equity
financing, if and when required will be available. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets and classification of liabilities that might be necessary should
the Company be unable to continue existence.



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.



16

---

If
We Do Not Obtain Financing, We Will Not Be Able To Purchase the Bates-Hunter
Mine And Implement Our Business Plan



We
do not currently have any operations, cash or income, although our business plan
anticipates that we will require approximately $1,200,000 to dewater the mine
and drill down depth to estimate the ore reserves and the potential to support a
production rate of 400 tons per day ("TPD") at a grade of 0.40 oz/ton.
The economics of mining at this rate are favorable. The ratio of revenue to
operating cost would be in the order of 2:1 resulting in an annual profit of
about $11 million. It is estimated that it will take about 1-1/2 years to
explore and develop the project through to production at an estimated capital
cost of approximately $7,800,000. Capital payback is estimated to be less than
one year. The total project cost is expected to be in the range of $12 million
including property acquisition payments. Our only source for raising all or any
part of these funds is through an offering of debt or equity.



We
may not be able to obtain equity or debt financing. Even if financing is
available it may not be available on terms that are favorable to us or in
amounts sufficient to satisfy our requirements. If we are unable to obtain
financing in amounts sufficient to permit the acquisition of the Bates-Hunter
Mine, then we will not be able to purchase the mine. Similarly, if we are unable
to raise the additional amounts needed to upgrade or expand the existing mine
and mill, we will be unable to implement our business plan.



If
the costs of the acquisition, upgrade and operation of the Bates-Hunter Project
are greater than we currently anticipate, we may be required to raise more
capital than we are currently seeking to raise. Also, if we require, but are
unable to obtain, additional financing in the future for operations, additional
upgrades to the Bates-Hunter Project or other cash requirements, we may be
unable to implement our business plan and our growth strategies, respond to
changing business or economic conditions, withstand adverse operating results,
and compete effectively. More importantly, if we are unable to raise further
financing when required, our operation of the mine may have to be scaled down or
even discontinued.



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 March 31, 2004, we had a stockholders' deficiency of $197,061. 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. In addition, if we successfully acquire the Bates-Hunter Project,
our future operating results may be subject to significant fluctuation due to
many factors not within our control, such as the actual cost of the acquisition
and the subsequent upgrade and expansion of the Bates-Hunter Project, staffing,
identifying and negotiating agreements with customers, market demand for our
products, metals prices and the level of competition and general economic
conditions.



Even
if we successfully acquire and upgrade the Bates-Hunter Project, we expect to
incur operating losses and negative cash flow until production and processing of
the ore reaches a volume sufficient to generate a profit. 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.



17

---

Because
We Have Not Yet Commenced Business Operations, We Face A High Risk of Business
Failure



We
were incorporated in August, 1996 and to date have been involved primarily in
organizational, research and development activities. Any revenues that we have
earned as at the date of this annual report have been nominal and have not been
as the result of operations. The likelihood of our success must be considered in
light of the problems, expenses, difficulties, structuring complications and
delays that may be encountered as we attempt to implement our plan to acquire,
upgrade, expand and operate the Bates-Hunter Project and similar operating
resource properties. These potential problems include, by way of example and not
in limitation, unanticipated problems in conducting our due diligence reviews
and in completing the transaction, as well as those we might experience when we
attempt to upgrade and expand the mine, difficulties in identifying and
negotiating economically feasible arrangements with customers to which we can
sell and deliver ore concentrate, staffing and additional costs, expenses and
logistics. We have no operating history upon which to base any assumption that
we will prove successful, and we can provide investors with no assurance that we
will successfully acquire, upgrade and expand the Bates-Hunter Project, generate
any operating revenues or achieve profitability. If we are unsuccessful in
addressing these risks, our business will most likely fail.



Even
If We Successfully Acquire the Bates-Hunter Project, Mining Is An Inherently
Speculative Business And There is A Substantial Risk That Our Business May
Thereafter Fail



We
can provide investors with no assurance that the Bates-Hunter Project contains
commercially exploitable reserves of gold or any other mineral. Exploration for
and exploitation of minerals is a speculative venture involving substantial
risk. The expenditures that we propose to make in order to acquire, upgrade and
expand the Bates-Hunter Project may not result in the discovery of sufficient
quantities of gold. Mine development and operation frequently involves discovery
of unexpected problems, expenses and delays.



Other
factors that may adversely affect implementation of our business plan include,
by way of example and not in limitation, volatility in metals prices, general
market fluctuations, regional and global gold production volume, production
costs, environmental remediation, reclamation, and other environmental costs,
cave-ins and similar hazards, cash flow and project development risks, and
government regulation, including regulation relating to prices, taxes,
royalties, land tenure, land use, importation and exportation of minerals, and
environmental protection. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in our not receiving
an adequate return on invested capital. The cost of these liabilities, if we
experience any of them, could have a material adverse effect on our company.



We
Expect To Experience Significant And Rapid Growth In The Scope And Complexity Of
Our Business As We Proceed With The Development Of Our Property. If We Are
Unable To Hire Staff To Handle Production And Manage Our Operations, Our Growth
Could Harm Our Future Business Results And May Strain Our Managerial And
Operational Resources.



We
do not currently have any employees but if we complete the purchase of the
Bates-Hunter Project we will need to hire a significant number of qualified
employees in a very short period of time. Even if we can identify and hire
sufficient staff, all new employees will require training, and this may delay
the commencement of operations or the expansion of production capacity.



18

---

If
Our Due Diligence Review Does Not Confirm That The Bates-Hunter Project Fits Our
Business Plan Criteria, We May Not Complete The Purchase. If We Do Not Complete
The Purchase Of the Bates-Hunter Project, Our Business May Fail.



Our
business plan anticipates the acquisition of resource properties with expandable
reserves and the ability to increase production and cash flow through project
financing. We are still conducting our due diligence review of the Bates-Hunter
Project. When we have finished our due diligence, we may find that the mine does
not fit within the criteria that we have established in our business plan and we
may choose not to complete the purchase of the Bates-Hunter Project. If we do
not purchase the Bates-Hunter Project, we will not be able to generate any
revenue and our company could fail.



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.



19

---

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.



20

---

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



1. 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
    March 31, 2004. Based on his evaluation, Mr. Vetter concluded that our
    disclosure controls and procedures are effective.
2. 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.



None.



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



(a)
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



21

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(b)
Form 8-K



Form
8-K Current Reports

1. Form 8-K filed on March 5, 2004 - Assignment of the Purchase Option
      Agreement to purchase the Bates-Hunter Gold Project.
2. Form 8-K filed on January 27, 2004 - Annual Stockholders Meeting.

Form
8-K Subsequent to Quarter End



None



22

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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 Vertter

By:
Roland Vetter

President
and Chief Financial Officer

Date:
May 21, 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/
Andrew Schwab

By:
Andrew Schwab, Secretary and Director

Date:
May 21, 2004



/s/
Milton Datsopoulos

By:
Milton Datsopoulos, Director

Date:
May 21, 2004



/s/
Dana Hansen

By:
Dana Hansen, Director

Date:
May 21, 2004



/s/
Roland Vetter

By:
Roland Vetter, President and Director

Date:
May 21, 2004