UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



ANNUAL REPORT



[  ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXHANGE ACT OF 1934



[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For the Fiscal Year Ended December 31, 2003



[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For transition period from ____ to ______



Commission File Number:  0-503111



LUMINA COPPER CORP.

(Exact name of Registrant as specified in its charter)



Not Applicable

(Translation of Registrant's name into English)



Canada

(Jurisdiction of Incorporation or Organization)



Suite 1550
- 625 Howe Street, Vancouver, British Columbia V6C 2T6

(Address of Principal executive office)



Securities registered or to be registered pursuant to Section 12(b) of the Act:  Not Applicable



Securities registered or to be registered pursuant to Section 12(g) of the Act:  Common Shares, Without Par Value



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None



Number of outstanding shares of each of the Company's classes of capital or common stock as of June 9, 2004: 13,964,434Common Shares, Without Par Value



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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: ___



Indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 [X]   Item 18 ___



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 14 or 15(d) of the Securities Exchange Act of 1934 subsequent tot he distribution of securities under a plan confirmed by court.

Yes:              No: ___





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INFORMATION TO BE INCLUDED IN THE REPORT



Convention



In this Annual Report all references to the
"Company" refer to Lumina Copper Corp. (formerly First Trimark Ventures Inc.) and its subsidiaries. All references to "Canada" are references to The Dominion of Canada. All references to the "Government" are references to the government of Canada.  Unless otherwise noted all references to "shares" or "common stock" are references to the common shares of Lumina Copper Corp.



In this document, all references to "SEC" refer to the United States Securities and Exchange Commission. The Company's reporting currency is the Canadian dollar. References to"$", "Cdn Dollars", or
"Cdn$" are to the currency of Canada and all references to "US Dollars" or "US$" are to the currency of the United States of America.  Solely for the convenience of the reader, this Annual Report contains translations of certain Cdn Dollar amounts into US Dollar amounts at specified rates.

Measurement Conversion Information



In this Annual Report, metric measures are used with respect to mineral properties described herein.  For ease of reference, the following conversion factors are provided:



Imperial Measure       Metric Unit

Imperial Measure

Metric Unit

|1 mile      | 1.609 kilometres | 2,204 pounds             | 1 tonne     
|----------- | ---------------- | ------------------------ | ------------
|1 yard      | 0.9144 metre     | 2,000 pounds/1 short ton | 0.907 tonnes
|1 acre      | 0.405 hectare    | 1 troy ounce             | 31.104 grams
|1 US gallon | 3.785 litres     | 1 imperial gallon        | 4.546 litres



Forward Looking Statements



This Annual Report includes "forward-looking statements" A shareholder or prospective shareholder should bear this in mind when assessing the Company's business. All statements, other than statements of historical facts, included in this registration statement, including, without limitation, the statements under and located elsewhere herein regarding industry prospects and the Company's financial position are forward-looking statements.  Although the Company believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurance that such expectation will prove to have been correct.  There is significant risk that actual results will vary, perhaps materially from results projected depending on such factors as changes in general economic conditions, financial markets, copper prices and other metals, technology and exploration hazards.



GEOLOGIC TIME



The geological history of the earth is divided into Periods and sub-divided into Eras, based on ages as outlined below:



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GLOSSARY OF MINING TERMS



The following are abbreviations and definitions of terms commonly used in the mining industry and this Annual Report:



"Au"abbreviation for gold"Advanced Stage"means a mineral property that has substantial geological merit but is not advanced to the point where sufficient engineering and economic data exist to permit an acceptable valuation opinion"Commercial Development"means a decision made by the Company, after extensive engineering, economic, environmental, design and feasibility studies are completed, to proceed with the removal and recovery for commercial profit of ores, minerals and mineral resources from any portion of a mining property"Cu"abbreviation for copper"Cutoff grade"is the lowest grade of mineralized material that qualifies as ore in a given deposit. It is used to define a mineral deposit that has reasonable prospects for economic extraction. In establishing the cut-off grade, it must realistically reflect the location, deposit scale. continuity, assumed mining method, metallurgical processes, costs and reasonable metal prices"Disseminated" or
    "dissemination"is a descriptive term referring to mineral grains, which are scattered evenly throughout a rock"Geological Time"the part of the earth's history that is recorded in the succession of rocks"Hypogene"said of a geologic process, and of its resultant features, occurring within and below the cruse of the earth


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"Indicated Mineral Resource"is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed"Inferred Mineral  Resource"is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes


"Mineral Resource"is a concentration or occurrence of natural, solid, inorganic or fossilized organic  material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge"Measured Mineral Resource"is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity"Metallurgy"the science and art of extraction of metals from their ores and preparing them for use"Mineralization"the process by which minerals are introduced and concentrated within a host rock, and the product of this process"NPI"means a percentage of the gross dollar proceeds from the sale of minerals, after all costs relating to the production, manufacture and sale of the minerals are deducted"NSR"means a percentage of the gross dollar proceeds obtained from the sale of minerals with only minor cost deductions for shipping, insurance and smelter penalties allowed"Supergene"said of a mineral deposit or enrichment formed near the surface, commonly by descending solutions, also said of those solutions and of that environment




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GLOSSARY OF NON-MINING TERMS





In this Annual Report, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms have the following meanings:



"Act"means the Securities Exchange Act of 1934"Acquisition"means the acquisition by the Company from the shareholders of CRS of all of the issued and outstanding common shares and share purchase warrants of CRS in accordance with the terms in the Securities Exchange Agreement"affiliate"has the meaning ascribed thereto in the Securities Act (British Columbia), as amended"BC Act"means theBusiness Corporations Act  (British Columbia), as amended"Common Shares"means the common shares in the capital of the Company as presently constituted"CPC" or
    "Capital Pool Company"means a corporation:
(a)
that has been incorporated or organized pursuant to the laws of a jurisdiction in Canada;
(b)
that has filed and obtained a receipt for a preliminary prospectus from one or more of the provincial securities commission; and
(c)
in regard to which approval to a Qualifying Transaction has not been issued by the Exchange"CRS"means CRS Copper Resources Corp., a private company incorporated pursuant to the BC Act"Exchange"means the TSX Venture Exchange of Toronto, Ontario, Canada"Exchange Policies"means the policies of the Exchange as set forth in its Corporate Finance Manual"National Instrument
    43-101"is an instrument made under the Securities Actof British Columbia for standards of disclosure for mineral projects"Qualifying Transaction"means a qualifying transaction as defined under Policy 2.4 of the Exchange Policies, and for the purposes of the Company means the Acquisition"Securities Exchange Agreement" or
    "SEA"means that formal securities exchange agreement among the Company, CRS and its shareholders dated effective January 27, 2003, pertaining to the Acquisition


PART I

Item 1.

IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS

Not Applicable

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

5





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Not Applicable.



Item 3.

KEY INFORMATION

A.   Selected Financial Data



Currency Exchange Rate Information:



The rate of exchange means that noon buying rate in New York City for cable transfer in Canadian dollars as certified for customs proposed by the Federal Reserve Bank of New York.  The average rate means the average of the exchange rates on the last date of each month during a year.



20032002200120001999High$1.5747$1.6003$1.6034$1.5583$1.5475Low$1.3484$1.5593$1.4935$1.4318$1.4420Average for Period$1.4615$1.5597$1.5494$1.4854$1.4857End of Period$1.3484$1.5593$1.5928$1.4995$1.4433


The exchange rate on June 9, 2004 was $1.3541.



The high and low exchange rates for the most recent six months are as follows:



Dec
2003Jan
2004Feb
2004March
2004April
2004May
2004High1.32921.33801.34321.34761.37071.3968Low1.29241.22361.31021.30791.30931.3448




Financial Information



On January 27, 2003, the Company entered into a SEA with CRS and the shareholders of CRS to acquire all of the issued and outstanding shares and warrants of CRS.  CRS was incorporated under the BC Act on October 3, 2001 and began operations in July 2002.  CRS was engaged in the acquisition, exploration and development of mineral resources, specifically advanced stage copper properties.

On May 23, 2003, pursuant to the SEA, the Company consolidated its common shares on a one for ten basis and issued to the security holders of CRS an aggregate of 8,187,501 post-consolidated common shares and warrants to purchase 5,657,500 of the Company's post-consolidated common shares, exercisable at a price of $1.50 per share to May 23, 2005, to acquire a 100% interest in CRS.



The acquisition was accounted for by the purchase method, with CRS deemed to be the acquirer, and reported as a reverse take-over as the shareholders of CRS obtained control of the Company. Consequently, the Company's financial statements and financial information provided in this Annual Report are presented from the perspective of CRS, the accounting acquirer in the May 23, 2003 transaction.



The following table sets forth for the periods indicated consolidated selected financial and operating data for the Company.  This selected financial data is derived from the Company's Consolidated Audited Financial Statements and Notes thereto as at December 31, 2003, 2002 and 2001. This selected financial data has been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") which differs in many respects from generally accepted accounting principles in the United States ("U.S. GAAP"). A discussion of the differences between Canadian GAAP and U.S. GAAP is contained in Note 17 to the Company's audited Consolidated Financial Statements. The selected financial data provided
below is not necessarily indicative of the future results of operations or financial performance of the Company.  The Company has not paid any dividends on its common shares and it does not expect to pay dividends in the foreseeable future

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Year Ended
December 3120032002
(restated)
(2)2001
(1)Amounts in Accordance with Canadian GAAP (presented in Canadian dollars):
Interest Income
Total assets
Net working capital
Share capital
Shareholders' equity (deficiency)
Loss from operations
Net Loss
Loss per share (basic and diluted)
Weighted average number of
common shares outstanding (basic and diluted)$46,141
$9,162,594
$3,010,783
$11,523,003
$8,648,187
($1,287,848)
($1,256,574)
($0.21)
  6,057,876-
$3,960,836
$2,423,200
$6,370,469
$3,013,634
($3,358,657)
($3,356,101)
($0.41)

8,187,501-
-
-
$1
($733)
($734)
($734)
($0.00)

8,187,501Amounts in Accordance with U.S. GAAP (presented in Canadian dollars):
Interest Income
Total assets
Net working capital
Share capital
Shareholders' equity (deficiency)
Loss from operations
Net Loss
Loss per share (basic and diluted)
Weighted average number of
common shares outstanding (basic and diluted)$46,141
$8,455,076
$3,010,783
$11,523,003
$7,940,669
($1,957,491)
($1,926,217)
($0.32)

6,057,876-
$3,922,961
$2,423,200
$6,370,469
$2,975,759
($3,396,532)
($3,393,976
($0.42)

8,187,501-
-
-
$1
($733)
($734)
($734)
($0.00)

8,187,501


Note:



(1)

From inception on October 3, 2001.

(2)

The Company's 2002 financial statements have been restated to record 5,060,000 units issued in 2002 at an estimate of their fair value on the date of their issuance ($0.75). This restatement is consistent with CICA 3870 and SPAS 123. This restatement has resulted in an increase in share capital, deficit, stock based compensation and net loss for the year ended December 31, 2002 of $3,325,067 and an increase in net loss per share of $0.40 (see Note 2(b) to the financial statements)



B.   Capitalization and Indebtedness



Not Applicable.



C. Reasons for Offer



Not Applicable.

D.  Risk Factors



The following risks relate specifically to the Company's business and should be considered carefully.  The Company's business, financial condition and results of operations could be materially and adversely affected by any of the following risks.

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(1)      The Company's limited operating history makes it difficult to evaluate the Company's current business and forecast future results



The Company has only a limited operating history on which to base an evaluation of the Company's current business and prospects, each of which should be considered in light of the risks, expenses and problems frequently encountered in the early stages of development of all companies. This limited operating history leads the Company to believe that period-to-period comparisons of its operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance.



(2)

The mineral properties of the Company are in the exploration stage only and consequently exploration of the Company's mineral properties may not result in any discoveries of commercial bodies of mineralization



The property interests owned by the Company or in which it has an option to earn an interest are in the exploration stages only, are without known bodies of commercial mineralization and have no ongoing mining operations.  Mineral exploration involves a high degree of risk and few properties which are explored are ultimately developed into producing mines.  Exploration of the Company's mineral exploration may not result in any discoveries of commercial bodies of mineralization.  If the Company's efforts do not result in any discovery of commercial mineralization, the Company will be forced to look for other exploration projects or cease operations.



(3)

A reversal of the declining price of copper for a sustained period of time will be required in order to render the Company's current mineral properties economically viable.



It is a key part of the Company's strategy to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value.  A reversal of the declining price of copper for a sustained period of time will be required in order to render the Company's current mineral properties economically viable.  In the event higher mineral prices do not occur or do not occur for a sustained period of time in order to render the Company's properties economically viable the Company's economic prospects will significantly suffer and the Company will be forced to look for other exploration projects or cease operations.



(4)

The Company has no significant source of operating cash flow and failure to generate revenues in the future could cause the Company to go out of business



As none of the Company's mineral properties currently have mineralization reserves the Company has no revenues from operations. The Company has limited financial resources.  As of June 9, 2004 the Company had working capital of $7,851,581 which the Company anticipates will be sufficient funds for the Company's operations for the next 24 months.  The Company's ability to achieve and maintain profitability and positive cash flow is dependent upon the Company's:



- ability to locate a profitable mineral property;
- ability to generate revenues; and
- ability to reduce exploration costs.



Based upon current plans, the Company expects to incur operating losses in future periods.  This will happen because there are continuing expenses associated with the holding and exploration of the Company's mineral properties.  The Company may not be successful in generating revenues in the future.  Failure to generate revenues could cause the Company to go out of business.



Additional funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company's current stockholders to experience dilution.  Such securities may grant rights, preferences or privileges senior to those of the Company's common stockholders.



The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations.  Any such indebtedness could contain covenants, which would restrict the Company's operations.  The Company does not plan on entering into any debt obligations in the next twelve months.

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(5)

The possibility of any of the Company's mineral properties ever having ore reserves is extremely remote



The Company has no known ore reserves. The possibility of any of the Company's mineral properties ever having ore reserves is extremely remote and any funds spent on exploration will probably be lost.  The Company's success depends upon finding and developing an ore reserve.  If the Company does not find an ore reserve containing copper, precious or non-precious metals, either because it does not have the money to do so or because it is not economically feasible to do it, the Company will cease operations.



(6)

Government expropriation or regulation may prevent or restrict mining of any of the Companys mineral deposits



Even if the Company's mineral properties are proven to host economic reserves of copper or other precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits.  Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry.  Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety.



(7)

The Company has no history of generating revenues and the continuing failure to generate revenues could cause the Company to cease operations

The Company has no history of pre-tax profit.  None of the Company's mineral properties have ore reserves.  The Company sustained operating losses for each of the fiscal years ended December 31, 2003, 2002 and 2001 of $1,256,574, $3,356,101 and $734 respectively.  The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing.  The Company may not be successful in generating revenues or raising capital in the future.  Failure to generate revenues or raise capital could cause the Company to cease operations.

(8)

Seven of the Company's mineral properties are in foreign countries and as such that portion of Company's business may be exposed to various levels of political, economic and other risks and uncertainties

Seven of the Company's mineral properties are located in Argentina, Chile and Peru.  As a portion of the Company's business is carried on in a number of foreign countries it is exposed to various levels of political, economic and other risks and uncertainties.  These risks and uncertainties include, but not limited to, terrorism, hostage taking, military repression, expropriation, changing tax laws, extreme fluctuations in currency exchange rates, high rates of inflation and labour unrest.  Peru, Chile and Argentina's status as developing countries may make it more difficult for the Company to obtain any required exploration financing for its Peruvian, Chilean and Argentinean projects.

Changes, if any, in mining or investment policies or shifts in political attitude in Peru, Chile or Argentina may adversely affect the Company's operations in these countries. Operations may be effected in varying degrees by government regulations with respect to, but not limited to restrictions on expropriation of property, foreign investment, maintenance of claims, environmental legalisation, land use and land claims of local people.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.



The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's operations.



(9)

There are risks relating to an uncertain or unpredictable political environment in Argentina and Peru which may affect the Company's operations in that country



Some of the Company's mineral properties are located in Argentina and Peru.  There are risks relating to an uncertain or unpredictable political environment in Argentina. In the short term, significant macroeconomic instability in the region is expected to negatively impact on the business environment and may lead to longer term negative changes in the national
approach taken to ownership by foreign companies of natural resources. Argentina recently suffered severe economic difficulties including significant currency devaluation.

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In response to the political and economic instability in Argentina, in January 2002 the Argentinean government announced the abandonment of the one-to-one peg of the Argentina peso to the US dollar. During the economic crisis Argentina defaulted on foreign debt repayments and, from November 2002 to January 2003 Argentina defaulted on the repayment on a number of official loans to multinational organizations. In January 2003, the International Monetary Fund agreed to reschedule certain debt owned by Argentina and approved a short term credit line to repay debts to multinational organizations that could not be postponed.



There is the risk of political violence and increased social tension in both Argentina and Peru as a result of the economic crisis and both countries have experienced increased civil unrest, crime and labour unrest.  Roadblocks by members of the local communities, unemployed people and unions can occur on most national and provincial routes without notice.  Civil disruptions may become more frequent if the economic situation in Argentina and Peru continues to deteriorate.



(10)

As the Company is a Canadian company it may be difficult for U.S. shareholders of the Company to effect service on the Company or to realize on judgements obtained against the Company in the United States



The Company is a Canadian corporation. All of its directors and all but one of its officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws.  If a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company's non-U.S. resident executive officers or directors.  Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors and officers.  Nevertheless, it may be difficult for United States shareholders to bring an original action in the Canadian courts to enforce liabilities based on the U.S. federal securities laws against the Company and any of the Company's non-U.S. resident executive officers or directors.



(11)

The mineral exploitation industry is intensely competitive in all its phases and the Company competes with many companies possessing greater financial resources and technical facilities than itself



The mineral exploitation industry is intensely competitive in all its phases.  The Company competes with many companies possessing greater financial resources and technical facilities than itself for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.  In addition, there is no assurance that even if commercial quantities of minerals are discovered, a ready market will exist for their sale.  Factors beyond the control of the Company may affect the marketability of any minerals discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, international economic and political trends, expectations of inflation, currency exchange fluctuations (specifically, the U.S. dollar relative to other currencies), interest rates and global or regional consumption patterns, speculative activities, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital or losing its invested capital.  As the Company is in the exploration stage, the above factors have had no material impact on operations or income.  It is a key part of the Company's strategy to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value. In the event higher mineral prices do not occur the Company's economic prospects will significantly suffer.



(12)

Substantial expenditures are required to be made by the Company to establish ore reserves



Substantial expenditures are required to establish ore reserves.  These expenditures include the costs of drilling, sampling, bulk sampling, metallurgical testing, cost estimating, economic evaluations, market and environmental studies, cost
estimating, economic evaluation, and market and environmental studies which have to be completed before an ore reserve can be designated.

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(13)

The Company does not presently have insurance covering any of its mineral properties and as a consequence could incur considerable costs



Mineral exploration involves risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest may be subject to all the hazards and risks normally incidental to exploration of precious and non-precious metals, any of which could result in work stoppages, damage to property, and possible environmental damage.  The Company does not presently have insurance covering any of its mining properties and does not presently intend to obtain liability insurance.  As a result of not having insurance, the Company could incur significant costs that could have a materially adverse effect upon its financial condition and even cause the Company to cease operations.



To date, the Company has not experienced any material losses due to hazards arising from its operations.



(14)

The Company's mineral properties may be subject to prior unregistered agreements or transfers or native land claims and as such title to some of the Company's mineral properties may be affected



Although the Company has sought and received such representations as it has been able to achieve from vendors in connection with the acquisition of or options to acquire an interest in its mining properties and has conducted its own investigation of legal title to each such property, the mining properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.



(15)

All phases of the Company's operations in Canada, Peru, Argentina and Chile are subject to environmental regulations which may cause the Company to invoke stricter standards



All phases of the Company's operations in Canada, Peru, Argentina and Chile are subject to environmental regulations.  Environmental legislation in Canada is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  Legislation and regulations implemented by the Ministry of Energy and Mines directly affect the mining industry in the Province of British Columbia, where the Company's Hushamu property is located. Legislation and regulations implemented by the Department of Resources, Wildlife and Economic Development directly affects the mining industry in the Northwest Territories, where the Company's Redstone Property is located. Legislation and regulations implemented by the Department of Energy, Mines and Resources affects the mining industry in the Yukon where the Company's Casino Property is located.  The General Mining Law of Peru is the primary body of law with regard to environmental regulation, where the Company's Pashpap and El Galeno properties are located.  The Environmental Protection Mining Code of Argentina, enacted in 1995, is the primary body of law with regard to environmental regulation, where the Company's Taca Taca and San Jorge properties are located.  The Degree Law Number 1,349 of Chile is the primary body of law with regard to environmental regulation, where the Company's Regalito, Relincho and Vizacachitas properties are located.  See
  "Item 4(B) - Business Overview."



Although compliance with such laws is not presently a significant factor in the Company's operations, compliance with future changes in environmental regulation, if any, may adversely affect the Company's operations.



(16)

The price of copper, base and precious metals has fluctuated widely in recent years and may adversely affect the economic viability of any of the Company's mineral properties



The Company's revenues, if any, are expected to be in large part derived from the mining and sale of copper and other precious and non-precious metals.  The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company's control including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, consumption patterns, speculative activities and increased production due to new mine developments and improved mining and production methods.  The effect of these factors on the price of copper, base and precious metals and therefore the economic viability of any of the Company's mining properties, cannot be accurately predicted but may adversely affect the Company's operation and its ability to raise capital

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(17)

The Company's future performance is dependent on key personnel. The loss of the services of any of the Company's executives or Board of Directors could have a material adverse effect on the Company business



The Company's performance is substantially dependent on the performance and continued efforts of the Company's executives and its Board of Directors. The loss of the services of any of the Company's executives or Board of Directors could have a material adverse effect on the Company business, results of operations and financial condition.  The Company currently does not carry any key person insurance on any of the board of directors.



(18)

The Company has not declared any dividends since its inception in 2000, and has no present intention of paying any cash dividends on its common stock in the foreseeable future



The Company has not declared any dividends since its inception in 2000, and has no present intention of paying any cash dividends on its common stock in the foreseeable future.  The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company's Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and financial condition, as well as other relevant factors.



(19)

The possible issuance of additional shares may impact the value of the Company stock



The Company is authorized to issue up to 100,000,000 shares of common stock without par value.  It is the Company's intention to issue more shares.  Sales of substantial amounts of common stock (including shares issuable upon the exercise of stock options, the conversion of notes and the exercise of warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for the common stock and the ability of the Company to raise equity capital in the future.



(20)

Certain of the Company's directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties and accordingly conflicts of interest may arise



Certain of the Company's directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties.  Such associations may give rise to conflicts of interest from time to time.  Such a conflict poses the risk that the Company may enter into a transaction on terms which place the Company in a worse position than if no conflict existed.



Anthony Floyd, President of the Company, is also the President, a principal and a director of Inca Pacific Resources Inc. ("Inca").  Inca is a junior mining company engaged in the exploration of copper in Peru.  As a condition of employment with the Company, Mr. Floyd required that the possible competing interests of the Company and Inca be resolved as between them in order to address inevitable conflicts or perceived conflicts. The Company and Inca agreed Inca shall be given the first right to acquire all grassroots copper exploration opportunities in the country of Peru which the Company or its executives become aware of.  As the Company is not currently planning to undertake exploration of grassroots copper properties, this may be of no impact to the Company's business practices. Inca has agreed that the Company shall be given first right to acquire advanced stage copper properties with defined Resources of which Inca or its executives become aware in the country of Peru.  Inca and the Company have agreed to review and renew this commitment annually.



(21)

Management of the Company can through their stock ownership in the Company influence all matters requiring approval by the Company's stockholders



Management of the Company own collectively as of May 10, 2004, 5,038,532 shares being 36.18% of the Company's issued and outstanding shares of common stock.  These stockholders, if acting together, will be able to significantly influence all matters requiring approval by the Company's stockholders, including the election of directors and the approval of mergers or other business combination transactions.



12





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ITEM 4.  INFORMATION ON THE COMPANY



A.  History and Development of the Company



The Company was incorporated by registration of its Memorandum and Articles under the BC Act on March 3, 2000 under the name
"First Trimark Ventures Inc."  On May 23, 2003 the Company changed its name to Lumina Copper Corp.  The head office of the Company is located at Suite 1550, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6.  The Company's telephone number is (604) 687-0407.  The registered office of the Company is located at Suite 700, 625 Howe Street, Vancouver, British Columbia, Canada, V6C 2T6.  The Company through its subsidiaries has administration offices In Argentina, Chile and Peru. The Company's common stock has been listed for trading on the Exchange for 4 years. The Company's common stock commenced trading on the American Stock Exchange on May 10, 2004.  See
"Item 9(A) - Listing Details and Markets".



The Company was originally a CPC.  As a CPC the principal business of the Company was to identify and evaluate business opportunities for the acquisition of an interest in assets or business, and once identified and evaluated, to negotiate an acquisition or participation, subject to receipt of shareholder and Exchange approval in accordance with Exchange Policies.



The Company was required to complete a Qualifying Transaction, which is defined in the Exchange Policies as a transaction whereby a CPC acquires Significant Assets, other than by cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means.  "Significant Assets" are defined in the Exchange Policies as one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions, results in the CPC meeting the minimum listing requirements under  Exchange Policies.



Until completion of its Qualifying Transaction, the Company did not carry on any business other than the identification and evaluation of assets or businesses in connection with a possible Qualifying Transaction.



Effective November 22, 2002 the Company and CRS entered into a letter agreement with respect to a proposed acquisition whereby the Company agreed to acquire from all the shareholders of CRS all of the issued and outstanding common shares and share purchase warrants of CRS. On January 27, 2003 the Company and CRS entered into the Securities Exchange Agreement which superseded and replaced the letter agreement.



CRS is a private British Columbia company, incorporated on October 3, 2001, which owned or had the right to acquire a 100% interest in three advanced stage copper exploration properties located in British Columbia, the Yukon Territory and the Northwest Territories, Canada.



The Acquisition constituted the Company's Qualifying Transaction, which was approved by the Exchange on May 23, 2003.



Effect of the Acquisition



Effective May 23, 2003, the Company consolidated its share capital on a ten old shares for one new share basis and immediately thereafter closed the Acquisition being the acquisition of all of the issued and outstanding common shares and share purchase warrants of CRS being 8,187,500 common shares and 5,657,500 share purchase warrants.  In exchange therefore, the Company issued to the shareholders of CRS an aggregate of 8,187,501 Common Shares and 5,657,500 share purchase warrants in its capital stock, at which time CRS became a wholly-owned subsidiary of the Company and the Company became involved in the mining industry through CRS. To reflect this change in business the Company changed its name from
"First Trimark Ventures Inc." to "Lumina Copper Corp." effective May 23, 2003.



The Acquisition was accounted for by the purchase method, with CRS deemed to be the acquirer and reported as a reverse take-over as the shareholders of CRS obtained control of the Company.



Since January 1, 2003, the beginning of the Company's last full financial year to December 31, 2003, in addition to the acquisition by the Company of CRS on May 23, 2003, the following important events have occurred in the development of the Company's mineral exploration business:



- On June 9, 2003 the Company entered into an option agreement with Las Asuncion Negociacion Minera S.A.C. to earn a 100% interest in the Galeno Property located in Northern Peru.  The property comprises four mining concessions (1,347.5 hectares).

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- In July 2003 the Company acquired, by staking, the Pashpap deposit, located in Northern Peru. The property consists of eight (8) mining concessions (6,240 hectares).
- On August 3, 2003 the Company, through CRS, acquired from Corriente Resources Inc. of Vancouver, British Columbia, Canada all of the issued and outstanding shares in the capital of Corriente Argentina Inc.. Corriente Argentina Inc. is the owner of all of the issued and outstanding shares in the capital of Corriente Argentina S.A. which in turn is the owner of the Taca Taca Lower Property which consists of thirteen (13) mining concessions (2,546 hectares) which property is located in Salta Province, Northwestern Argentina.
- On August 4, 2003 the Company entered into an option agreement with Eastfield Resources Ltd. of Vancouver, British Columbia, Canada to earn up to a 100% interest in the OK Copper Property.  The property, consisting of seven (7) claims (3,075 hectares), is located near Powell River, British Columbia Canada. In February 2004 the Company dropped its interest in the OK Copper Property.
- On October 20, 2003 the Company entered into an agreement with La Compañia Minera Caserones and Sociedad Minera California Una de la Sierra de Peña Negra both of Santiago, Chile wherein the Company was granted the exclusive option to acquire 100% of the Regalito property.  Located in Chile the property consists of 4,158 hectares.
- On November 21, 2003 the Company concluded an agreement with Northern Orion Resources Inc. of Vancouver, British Columbia to acquire 100% of the San Jorge Property. Located in Argentina the property consists of 2 mining concessions and is 444.6 hectares in size.
- On December 23, 2003 the Company completed into an agreement with General Minerals Corporation ("GMC") of Vancouver British Columbia to purchase 100% of GMC's 51% indirect interest in the Vizcachitas Property and 100% indirect interest in additional exploration concessions that surround and are peripheral to the porphyry copper system.  The collective group of concessions cover approximately 4,400 hectare and are located in central Chile.
- On January 8, 2004 the Company concluded an agreement with Andes Pacific Development S.A of Santiago Chile ("APDS") to acquire 100% of the Relincho Property. Located approximately 630 km north of Santiago Chile the property consists of 19,516 hectares.
- On March 3, 2004 the Company announced that it agreed to acquire the interest of New Inca Gold Ltd and AKD Ltd. collective interest in the Molino mining concession that lies contiguous to Lumina's Galeno mining concession in the Yanacocha district in Peru.
- On May 3, 2004 the Company completed the purchase of the Molino mining concession that lies contiguous to the  Company's Galeno property in the Yanacocha district of Peru.

In addition to the acquisition of the aforementioned mineral properties, the following important events have occurred in the development of the Company's business:



- On June 6, 2003 the Company granted incentive stock options under its stock option plan to five directors and officers enabling the purchase of 550,000 common shares of the Company at a price of $1.65 for a five year term.
- On August 8, 2003 the Company granted incentive stock options under its stock option plan to two employees enabling the purchase of 25,000 common shares of the Company at a price of $1.60 for a five year term.
- On October 17, 2003 the Company appointed David Strang as Vice President of Corporate Development and granted Mr. Strang stock options to purchase 150,000 common shares in the capital of the Company at a price of $3.20 per share.
- On December 18, 2003 the Company announced that, effective December 15, 2003; it had appointed John Wright as a director of the Company to replace Aly Alibhai. In addition Mr. Wright was granted options to purchase up to a total of 50,000 common shares in the capital of the Company at a price of $4.00 per share.

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- On January 8, 2004 the Company completed a private placement with a syndicate of underwriters led by Haywood Securities Inc. and including McFarlane Gordon Inc. and Northern Securities Inc., pursuant to which the underwriters agreed to purchase 1.9 million units of the Company on a bought deal basis, at a price of $4.25 per unit for aggregate proceeds of $8.075 million.  Each unit consists of one common share and one half of one share purchase warrant.  Each whole share purchase warrant will be exercisable by the holder to acquire one common share of the Company at a price of $5.50 for a period of 24 months subject to the right of the Company to accelerate the expiry date of the warrants to 21 days if its common shares trade above $7.00 for ten consecutive trading days.  The underwriters also exercised part of the
    "greenshoe option" and increased the size of the financing by 130,200 units for an additional $553,350 on the same terms and conditions. The Company received net proceeds of $8,146,476.
- Effective May 10, 2004 the Company's common shares commenced trading on the American Stock Exchange.
- On February 5, 2004 the Company commenced a $US300,000 drilling program  consisting of 2,500 metres of reverse circulation and diamond drilling program at the Company's Regalito Project in Central Chile.
- On April 13, 2004 the Company announced the discovery of significant new mineralization in its drilling program at Regalito and
    extended the drilling program.
- On May 31, 2004 the Company announced the discovery of significant additional mineralization in its drilling program at
    Regalito.

B.  Business Overview



As noted under Item 4A above, prior to the Acquisition the Company was a CPC established under Exchange Policies.  As a CPC the Company had no assets, other than cash, and had not commenced commercial operations.  The Company used its pool of funds to identify and evaluate assets or businesses which, when acquired, would qualify the CPC for listing as a regular issuer on the Exchange. Since its listing as a CPC on the Exchange in 2002, the Company evaluated a number of business opportunities and in late 2002 identified CRS as an appropriate business to acquire, which it did by concluding the Acquisition on May 23, 2003.



The present business of the Company is the acquisition of advanced stage copper exploration properties and other exploration mineral properties. The Company currently owns or has the right to acquire, directly or indirectly, all or a portion of the rights, title and interest in ten properties located in Canada, Peru, Argentina and Chile.  The Company's primary strategy is to acquire and hold non-economic properties containing ore and await higher mineral prices to render those properties of higher value.  In the event higher mineral prices do not occur, the Company's economic prospects will significantly suffer.  The Company's secondary objective is to explore its mining properties and to locate, evaluate and acquire other mineral properties and to finance their exploration either through equity financing, by way of joint venture, option agreements or through a combination of both.



The Company is an exploration stage company and none of the Company's mineral properties have known ore reserves.  There is no assurance that a commercially viable mineral deposit exists on any of the Company's properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of a property is determined.  The Company has not yet begun exploration on any of its properties and does not intend to do so for the foreseeable future with the one exception that the Company has been since early 2004 carrying out a work program on the Regalito Property which originally consisted of underground mapping and sampling, 1,500 metre core and 300 metre reverse circulation geological drilling, and 1,000 metre core and 500 metre reverse circulation verification drilling, at an estimated cost of US$383,000.  Due to the discovery of significant new mineralization in its drilling program the Company has extended the drilling program. See
"Significant Mineral Properties" for results of the work program.



All of the Company's mineral properties, with the exception of the
Casino, San Jorge,
Vizcachitas, Relincho and Hushamu properties, require further exploration, infill drilling, geotechnical analyses, metallurgical testing, mine and tailings layout and design and environmental base line work in order that pre-feasibility studies may be prepared.  If these studies were
positive then full feasibility studies would be required in each case to establish if any of the properties were economically viable.  Economical viability will be affected by higher copper, gold and molybdenum prices as well as technological advances, improved infrastructure and lower power costs.



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The following chart sets out the current status of each of the Company's mineral properties and the work to be required in order to determine if each property is economically viable:



|Property    | Pre-Feasibility | Feasibility | Work Required                               
|----------- | --------------- | ----------- | --------------------------------------------
|Relincho    | Yes             | No          | Exploration drilling and a feasibility study
|Galeno      | Yes             | No          | Infill drilling and a feasibility study     
|San Jorge   | Yes             | No          | A feasibility study                         
|Vizcachitas | Yes             | No          | Exploration drilling and a feasibility study
|Regalito    | No              | No          | Exploration drilling and a feasibility study
|Redstone    | No              | No          | Exploration drilling and a feasibility study
|Pashpap     | No              | No          | Exploration drilling and a feasibility study
|Casino      | Yes             | No          | A feasibility study                         
|Taca Taca   | No              | No          | Exploration drilling and a feasibility study
|Hushamu     | Yes             | No          | Exploration drilling and a feasibility study



The Company has five wholly-owned subsidiaries, being CRS Copper Resources Corp., Minera Lumina Copper Chile SA, a private Chilean company incorporated on August 20, 2003, Lumina Copper SAC, a private Peruvian company incorporated on February 18, 2003, Minera San Jorge SA., a private Argentinean company incorporated on May 30, 1997 and Vizcachitas Ltda., a private Bahamian company incorporated on May 22, 1999.  CRS in turn has two wholly-owned subsidiaries, Moraga Resources Corp., a private British Columbian company incorporated on September 29, 1986 and Corriente Argentina, Inc. a private Cayman company incorporated on July 29, 1994. 
Corriente Argentina, Inc. in turn has one wholly owned subsidiary, being Corriente Argentina SA, a private Argentinean company incorporated on July 22, 1999. Vizcachitas Ltd. in turn has one wholly owned subsidiary, being
Compania Minera Vizcachitas Holdings Ltd., a private Chilean company incorporated on January 13, 1998.  Lumina Copper SAC in turn has two wholly owned subsidiaries,1327008
Ontario Ltd., a private Ontario company incorporated on November 24, 1998, and Minera Andes del Norte SA, a private Peruvian company incorporated on March 31, 1995. 1327008
Ontario Ltd. in turn has one wholly owned subsidary being Easypac Minerals, Peru
SA,.  a private company incorporated on October 25,  1994



The following is a summary of the property transactions entered into by the Company to date.



In July 2002 the Company, through its wholly owned subsidiary CRS, was granted an option from Great Basin Gold Ltd. of Vancouver, British Columbia, Canada to purchase a 100% interest in 161 mineral claims known as the Casino Property in west-central Yukon, Canada.  The option may be exercised by the Company at any time until July 15, 2007 upon payment of an aggregate of $1,000,000 to Great Basin Gold Ltd. in the form of cash or shares of the Company.



To maintain the option in good standing, on May 23, 2003, the Company made a cash payment of $50,000 to Great Basin Gold Ltd. and issued 100,000 warrants (each warrant entitling Great Basin Gold Ltd. to purchase one additional share of the Company for a period of two years, at $1.80 per share).  In addition to the warrants noted above, the Company issued a warrant to Great Basin on May 21, 2004 to permit Great Basin to buy 100,000 shares of the Company for a period of two years at an exercise price of $5.80, expiring May 21, 2006.  The Company must issue a further warrant by May 23, 2005 to permit Great Basin to buy 100,000 shares of the Company for a period of two years at a price being the maximum discount permitted by the Exchange from the closing price of the Company's shares on the Exchange on May 23, 2005.



In the event the option is exercised and a decision is made to put the Casino Property into commercial production, the Company will pay to Great Basin Gold Ltd. the additional sum of $1,000,000.  Certain portions of the Casino Property are subject to a royalty agreement in favour of Archer, Cathro & Associates (1982) Ltd ("Archer Cathro") and a claim purchase agreement with Wildrose Resources Ltd. ("Wildrose"). The royalties and encumbrances are as follows:



- A 5% NPI in favour of Archer Cathro on 83 of the minerals claims (the
    "Casino A Claims") which royalty expires on March 25, 2005 as to 35 claims, March 25, 2006 as to 30 claims, March 25, 2007 as to 11 claims and March 25, 2009 as to 7 claims; and

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- A 5% NPI in favour of Archer Cathro on 55 of the mineral claims (the
    "Casino B Claims") which royalty expires on March 25, 2005 as to 14 claims, March 25, 2006 as to 17 claims and March 25, 2007 as to 24 claims.



In addition, the Casino B Claims are subject to an agreement between Great Basin and Wildrose whereby Wildrose has agreed to pay the annual filing fees and assessment payments being a total of $13,800 in annual assessment fees and $690 in recording fees on the Casino A and B claims in order to maintain them in good standing.  In return Wildrose has the right to acquire the Casino B Claims for $1 each subject to Great Basin reserving a 10% NPI in the Casino B claims.



In August 2002 the Company, though CRS, acquired from Itech Capital Corp, of Vancouver, British Columbia, Canada, 100% of the issued and outstanding shares of Moraga Resources Corp., which in turn owns the mineral property known as the Hushamu Property comprising approximately 15,000 hectares located on northern Vancouver Island, British Columbia, Canada.  The purchase price of the shares of Moraga Resources Corp. was $110,000 which sum has been paid.  In addition, the Company agreed to pay the sum of $1,000,000 sixty days after a decision is made to proceed with Commercial Development of the Hushamu Property.  The Hushamu Property is subject to a NPI in the amount of 10% in favour of BHP Billiton Diamonds Inc.  The Hushamu Property consists of 144 mineral claims within the Nanaimo Mining Division.



In September 2002 the Company, through CRS, acquired a 100% interest from Redstone Resources Inc. of Vancouver, British Columbia, in five (5) mining leases known as the Redstone Property comprising 5,661.75 hectares located in the Nahanni Mining District, Northwest Territories, Canada for total consideration of US$500,000 which sum has been
paid.  In addition, the Company granted to Redstone Resources Inc. a NSR to be calculated monthly as follows:



NSR %Average Price of Copper(1)3%If less than or equal to US$0.75 per pound3.5%If greater than US$0.75 and less than or equal to US$1.00 per pound4%If greater than US$1.00 per Pound


Note:

(1)

means the average of the New York Commodities Exchange final daily spot Prices for Copper reported for the calendar month of production.



On June 9, 2003 the Company entered into an option agreement with Las Asuncion Negociacion Minera S.A.C. to earn a 100% interest in the Galeno Property located in Northern Peru.  The property comprises four mining concessions (1,347.5 hectares).



Under the option agreement the Company may purchase the Galeno Property for cash payments totalling US$2.0 million as set out in the following table:



PeriodAmountOn signingUS $10,000 (paid)3 monthsUS $20,000 (paid)6 monthsUS $50,000  (paid)12 monthsUS $100,00024 monthsUS $300,00036 monthsUS $400,00048 monthsUS $1,120,000TotalUS $2,000,000




Payments starting in month 12 are subject to reduction if the average copper price (3 month London Metal Exchange average) moves between the determined ranges outlined in the following table:



Copper Price
      - US$Copper Price Payments Reduced by= or < than 0.6550%> 0.65 < 0.8035%> 0.80 < 1.0020%


= or > 1.00No discount


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The first three option payments and also 50% of the payment to be made at month 12 are to be in cash.  The remaining 50% of the month 12 payment, in addition to all the rest of the payments, may be made in shares of the Company provided that if the shares trade at a value below the agreed cash payment, the Company is obliged to pay the difference in cash to Las Asuncion Negociacion Minera S.A.C.



The payment scheduled for the 48th month may be delayed for up to three years provided payments of US$100,000 are made at each of the 48th, 60th and 72nd months, US$50,000 of which is a penalty for each year of delay and US$50,000 of which is applied to the delayed payment.



In July 2003 the Company acquired, by staking, the Pashpap deposit, located in Northern Peru. The property consists of eight (8) mining concessions (6,240 hectares).



On August 3, 2003 the Company, through CRS, acquired from Corriente Resources Inc. of Vancouver, British Columbia, Canada all of the issued and outstanding shares in the capital of Corriente Argentina Inc. for the following consideration:



1)

US$25,000 (which sum has been paid);

2)

US$25,000 and 100,000 shares of the Company by October 7, 2003 (which sum was paid and shares                                          
issued on September 27, 2003);

3)

100,000 shares of the Company on October 7, 2004;

4)

100,000 shares of the Company on October 7, 2005;

5)

US$100,000 on October 7, 2006; and

6)

US$1,000,000 on October 7, 2007.



In the event the Company does not make a required payment or share issuance it has agreed it will transfer back to Corriente Resources Ltd. all of the shares of Corriente Argentina Inc. and the Company will have no further obligations with respect to any further payments or share issuances.



Corriente Argentina Inc. is the owner of all of the issued and outstanding shares in the capital of Corriente Argentina S.A. which in turn is the owner of the Taca Taca Lower Property which consists of thirteen (13) mining concessions (2,546 hectares) which property is located in Salta Province, Northwestern Argentina.



On October 20, 2003 the Company entered into an agreement with La Compañia Minera Caserones and Sociedad Minera California Una de la Sierra de Peña Negra both of Santiago, Chile wherein the Company was granted the exclusive option to acquire 100% of the Regalito property.  Located in Chile the property consists of 4158 hectares.  To acquire the property the Company shall make payments totalling $900,000 over an 8 year period and take responsibility for concession maintenance payments.  The Company has also agreed that, in the event copper prices shall exceed $1.00 per pound for an entire calendar year, the Company will pay a minimum of $200,000 in respect of the payments described above for that year.  After the 8th year of the Agreement, provided the price of copper exceeds $1.00 per pound for the entire calendar year, the Company will pay $200,000 per year until commercial production commences.  After commercial production commences, the Company will pay a NSR of between 1 and 3% depending on the price of copper.  The Company will be entitled to recover a portion of its payments above as an offset against the NSR.



On December 22, 2003 the Company concluded an agreement with General Minerals Corporation ("GMC") of Vancouver British Columbia to purchase 100% of GMC's 51% indirect interest in the Vizcachitas Property and 100% indirect interest in additional exploration concessions that surround and are peripheral to the porphyry copper system.  The collective group of concessions cover approximately 4,400 hectare and are located in central Chile.  Under the agreement the Company  acquired from GMC all of the issued and outstanding shares of Vizcachitas Ltd., and the transfer of one share of Compania Minera Vizcachitas Holdings held in trust by GM Campana Ltd. GMC's interest in the Vizcachitas property is held through the GMC's subsidiary, Compania Minera Vizcachitas Holdings, a corporation incorporated under the laws of Chile, which in turn is owned by Vizcachitas Ltd. and GM Campana Ltd. both corporations incorporated under the laws of the Bahamas, which in turn are owned by GMC.  Pursuant to the agreement the Company issued to GMC 500,000 common shares together with a share purchase warrant entitling GMC to acquire, from time to time, up to 500,000 common shares of the Company at $3.20 per share until December 22, 2007.

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On November 21, 2003 the Company concluded an agreement with Northern Orion Resources Inc. of Vancouver, British Columbia to acquire 100% of the San Jorge Property. Located in Argentina the property consists of 2 mining concessions and is 444.6 hectares in size.  To acquire the property the Company made a payment of US$200,000 and issued from its treasury 81,875 common shares.



On January 8, 2004 the Company concluded an agreement with Andes Pacific Development S.A of Santiago Chile ("APDS") to acquire 100% of the Relincho Property. Located approximately 630 km north of Santiago Chile the property consists of 19,516 hectares. To acquire the property the Company must make payments totalling $US6,000,000 consisting of US$1,000,000 immediately and US$5,000,000 in cash or the Company's shares (at the Company's election) by December 31,2006.  Provided the shares of the Company are trading on a recognised stock exchange in North America the Company will have the right to pay any/or all of the $US5,000,000 in shares of the Company based on the 20 trading days ending 5 trading days prior to the date of the issuance of the shares of the Company. The Company made the $US1,000,000 payment on January 9, 2004.



On May 3, 2004 the Company acquired the interest of New Inca Gold Ltd and AKD Ltd.'s collective interest in the Molino mining concession that lies contiguous to Lumina's Galeno mining concession in the Yanacocha district in Peru for cash consideration of US$300,000 and a Net Profits Interest of up to 20% depending on the timing of production from the concession. The Net Profits Interest converts to a 1% NSR royalty if production commences after 2006. The purchase agreement involved the sale of New Inca's Gold Ltd and AKD's respective
Ontario and Peruvian registered subsidiaries to the Company.



In the fiscal year ending December 31, 2003 the Company spent approximately $4,120,000 on property acquisitions (consisting of $517,585 in cash payments and $3,602,822 in non-cash consideration). The Company has financed its property acquisition programs to date from its cash on hand derived from the sale of marketable securities and treasury stock.



See Item 3D- Risk Factors in particular (i) Seven of the Company's mineral properties are in foreign countries and (ii) The Company's mineral properties may be subject to prior unregistered agreements or transfers or native land claims and as such title to some of the Company's mineral properties may be affected.



See Item 4D- Property Plant and Equipment for an overview of the Company's properties.



See Item 5 for an overview of the Company's financial position.



Environmental Regulation in Canada



All phases of the Company's operations in Canada are subject to environmental regulations.  Environmental legislation in Canada is evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  Environmental regulation is under the joint jurisdiction of the federal government and the provincial governments.



Although compliance with such laws is not presently a significant factor in the Company's operations, there is no assurance that compliance with future changes in environmental regulation, if any, will not adversely affect the Company's operations.  See
  "Item 3(D) - Risk Factors."



During exploration, the Company will be primarily governed by provincial and territorial environmental regulations.



Work which involves mechanized activities such as drilling, trenching, heavy mineral studies, airborne geophysical surveys, extensive use of off road vehicles, establishment of a camp or other activities capable of causing ground disturbance, water quality impairments or disruption to wildlife or wildlife habitat, cannot commence until the plan has been approved by the
applicable provincial or territorial government.

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Before beginning active mining operations the Company will be subject to an environmental assessment process in order to meet federal, provincial and territorial government regulations.



The Company believes that compliance with the federal, provincial and territorial environmental regulations will have some impact on its operations, which amount cannot be estimated at this time, but the Company does not anticipate any difficulty in obtaining approval from federal, provincial or territorial authorities to commence mining operations if and when warranted.



Federal Environmental Regulation



Under the Canadian Constitution Act of 1983, the federal and provincial governments have discrete areas of jurisdiction. For the most part, responsibility for the environment is a matter which falls under provincial jurisdiction.  As a result, federal legislation and regulations do not materially affect the Company's current operations.



The Canadian federal government does have an environmental assessment process in place embodied in the Canadian Environmental Assessment Act (the
"CEAA").



The Company does not expect to be subject to CEAA while in the exploration phase.  Should the Company ever enter the development stage of any of its mineral properties it will be subject to CEAA during the development phase.



Mining Title in Peru



Under Peruvian law, the right to explore for and exploit minerals is granted by way of concessions. A Peruvian mining concession is a property-related right, distinct and independent from the ownership of land on which it is located, even when both belong to the same person.  The term of a concession is indefinite if it is properly maintained by payment of the annual fee.  The rights granted by a mining concession are protected against third parties, transferable, chargeable and, in general, may be the subject of any transaction or contract.  The basic unit for newly claimed mining concessions is 100 ha and the maximum area is 1,000 ha, with an unlimited number of concessions per titleholder.  Mining concessions may be privately owned and no State participation is required. Security of title is guaranteed and once a mining concession is granted it cannot be suspended, except when failure to pay the Annual Rent or the penalty for two consecutive years. Buildings and other permanent structures used in a mining operation are considered real property accessory to the concession on which they are situated.



Mining Title in Argentina



The laws, procedures and terminology regarding mineral title in Argentina differ considerably from those in the United States and in Canada.  Mineral rights in Argentina are separate from surface ownership and are owned by the federal government. Mineral rights are administered by the provinces.  The approval process is an administrative procedure under the authority of the province in which the property is located. The process includes a public notice and approval procedure allowing third parties to give notice of opposition or prior claims, if any, before the title to the concession is granted.



Mining Title in Chile



Under Chilean law, the right to explore for and exploit minerals is granted by way of concessions.  There are two kinds of mining concessions:  exploration and exploitation. Mining concessions are established by a resolution pronounced by a judge in an administrative procedure and without intervention of any other authority or person.Mining concessions are independent to the ownership of the land and are transferable. Mining concessions may be privately owned and no State participation is required



C.  Organizational Structure



The following diagram shows the Company and its subsidiaries, the laws under which they were incorporated and the dates on which they came into existence:

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D.  Property, Plant and Equipment



The Company has executive offices at 1550
- 625 Howe Street, Vancouver, British Columbia, V6C 2T6 which consist of 1648 square feet.  The Company co-leases its offices for a term of 5 years commencing on April 1, 2003 at a cost of $1,569 per month.



The present business of the Company is the acquisition of advanced stage copper properties as well as other mineral properties. The Company directly or thorough its wholly owned subsidiaries currently beneficially owns or has the right to acquire, directly or indirectly all, or a portion, of the rights, title and interest in ten (10) copper exploration properties.



The Company's ten properties are presented below in what the Company currently perceives are in their order of importance with the most important property being listed first.



Relincho Property, Chile



Acquisition



On January 8, 2004 the Company concluded an agreement with Andes Pacific Development S.A of Santiago Chile ("APDS") to acquire 100% of the Relincho property. Located approximately 630 km north of Santiago Chile the property consists of 19,516 hectares. To acquire the property the Company must make payments totalling $US6,000,000 consisting of US$1,000,000 immediately and US$5,000,000 in cash or the Company's shares (at the Company's election) by December 31,2006.  Provided the shares of the Company are trading on a recognised stock exchange in North America the Company will have the right to pay any/or all of the $US5,000,000 in shares of the Company based on the 20 trading days ending 5 trading days prior to the date of the issuance of the shares of the Company. The Company made the $US1,000,000 payment on January 9, 2004.



Property Information



The Finnish mining group Outokumpu discovered porphyry style copper and molybdenum mineralization at the Relincho
property in 1993. Exploration continued until 1997 when Outokumpu ceased all exploration in Chile and elsewhere. Five porphyry centres have been discovered to date: Los
Amarillos, Relincho, Las Guias, Marja and Soledad which all occur within a five-kilometre corridor of hydrothermal alteration. Outokumpu drilled 150 diamond and RC drill holes totalling approximately 43,028 metres of which 120 holes totalling 35,469 metres were drilled at the Relincho porphyry
centre.



21





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The Relincho porphyry centre is located in the western third of the system and on surface covers an area of approximately 700 metres by 500 metres. Copper mineralization occurs mostly as primary sulphides, which are overlain by a 10 to 70 metre thick leach/oxide cap. The primarily sulphide mineralization has been traced to a maximum depth of about 700 metres and consists mostly of bornite and chalcopyrite along with varying amounts of molybdenite, pyrite, digenite and covellite.



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources





This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves



Exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesCopper
%Grade Mo
%Measured and Indicated0.41840.590.024Measured and Indicated0.6740.720.027




Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources."  The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



Exploration completed to date has identified the following for Inferred Mineral Resource as defined by National Instrument 43-101:



ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesCopper
%Grade Mo
%Inferred0.41010.510.017Inferred0.6140.670.024




The Relincho property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



The Galeno Property, Peru



Acquisition



On June 9, 2003 the Company entered into an option agreement with Las Asuncion Negociacion Minera S.A.C.  ("Asuncion") to earn a 100% interest in the Galeno Property located in Northern Peru.



Under the option agreement the Company may purchase the property for cash payments totalling US$2.0 million as set out in
the following table:

22





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PeriodAmountOn signingUS $10,000 (paid)3 monthsUS $20,000 (paid)6 monthsUS $50,000 (paid)12 monthsUS $100,00024 monthsUS $300,00036 monthsUS $400,00048 monthsUS $1,120,000TotalUS $2,000,000




Payments starting in month 12 are subject to reduction if the average copper price (3 month London Metal Exchange average) moves between the determined ranges outlined in the following table:



Copper Price
      - US$Copper Price Payments Reduced by= or < than 0.6550%> 0.65 < 0.8035%> 0.80 < 1.0020%= or > 1.00No discount




The first three option payments and also 50% of the payment to be made at month 12 are to be in cash.   The remaining 50% of the month 12 payment, in addition to all the rest of the payments, may be made in shares of the Company provided that if the shares trade at a value below the agreed cash payment, the Company is obliged to pay the difference in cash to Asuncion.



The payment scheduled for the 48th month may be delayed for up to three years provided payments of a US $100,000 are made at each of the 48th, 60th and 72nd months, US$50,000 of which is a penalty for each year of delay and US$50,000 of which is applied to the delayed payment.



Property Information

The following is a description of the Galeno Property.  This description is taken from a report on the Galeno Property dated June 2, 2003 prepared by Diane
Nicolson, Ph.D., MAIG of AMEC (Peru) S.A.

The Galeno Property is located 600 km by road north of the city of Lima, in the province of
Cajamarca.  The property comprises four mining concessions that cover a total surface area of 1,347.5 hectares and which are centered on the El Galeno porphyry Cu-Au-Mo deposit.

Copper mineralization was first recognized on the property in 1993.  Subsequently the property has undergone a number of exploration campaigns by Newmont Peru Ltd. and North Compañia Mineria
S.A.  Twenty-one diamond drillholes and thirty reverse circulation drillholes for a total of 13,145 metres have been completed to date.




Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources."  The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.  "Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.  U.S. investors are cautioned not to assume that any part or all
of an inferred resource exists, or is economically or legally mineable.

23





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The following table summarizes the portion of the historical estimate considered to be an Inferred Mineral Resource as defined by National Instrument 43-101:



ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesGrade Cu
(%)Grade Au
(g/t)Inferred0.4%4860.570.14




The Galeno Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



San Jorge Property, Argentina



Acquisition



On November 12, 2003 the Company concluded an agreement with Northern Orion Resources Inc. wherein the Company acquired 100% of the San Jorge property by making a payment of US$200,000 and issuing from its treasury 81,875 common shares.





Property Information



The San Jorge Property is located in west-central Argentina approximately 110 km northwest of the provincial city of Mendoza and 250 Km northeast of Santiago, Chile.  The property comprises 2 mining concessions and 44 mining estacas that are owned by Minera San Jorge S.A., a subsidiary of Northern Orion Resources Inc.  These concessions and estacas cover a total of 444.6 hectares.



| | Copper
mineralization was first recognized on the property in the early 1960s. From the
1960s to 1998 the property has been explored by four exploration companies,
namely Minera Aguilar S.A., Exploraciones Falconbridge Argentina S.A., Recursos
Americanos Argentinos S.A. and Gruponer Concagua S.A

A
total of 117 drillholes totalling over 20,000 metres have been drilled on the
property between 1964 and 1996 including 11,831 metres of diamond drilling in 57
drillholes and 8,371 m of reverse circulation drilling in 60 drillholes.  Mineralization
is hosted by both Carboniferous sediments and Permo-Triassic granitic and
dacitic, porphyritic intrusives.  Both low and high-grade hypogene copper
mineralization is dominated by chalcopyrite.  Superimposed on the hypogene
mineralization is a supergene enriched zone, which comprises chalcocite,
digenite and covellite, an oxide zone dominated by malachite and chrysocolla,
and a poorly developed leached cap.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Resources



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral



This section uses the terms
"measured" and "indicated mineral resources."  The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.  U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.



The following table summarizes the portion of the historical estimate considered to be a Measured and Indicated Mineral Resource as defined by National Instrument 43-101:



24





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ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesCopper
%Au
g/tMeasured and Indicated0.3%2550.440.2




Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The following table summarizes the portion of the historical estimate considered to be a Measured and Indicated Mineral Resource as defined by National Instrument 43-101:



ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesCopper
%Au
g/tInferred.3%290.370.15




The San Jorge Property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Vizcachitas Property, Chile



Acquisition



On October 29, 2003 the Company entered into an agreement with General Minerals Corporation ("GMC") to purchase 100% of GMC's 51% indirect interest in the Vizcachitas Property and 100% indirect interest in additional exploration concessions that surround and are peripheral to the porphyry copper system. The collective group of concessions cover approximately 4,400 hectare and are located in central Chile. The terms of the agreement are that the Company will acquire from GMC all of the issued and outstanding shares of Vizcachitas Ltd., and the transfer of one share of Compania Minera Vizcachitas Holdings held in trust by GM Campana Ltd.  GMC's interest in the Vizcachitas property is held through the GMC's subsidiary, Compania Minera Vizcachitas Holdings, a corporation incorporated under the laws of Chile, which in turn is owned by Vizcachitas Ltd. and GM Campana Ltd. both corporations incorporated under the laws of the Bahamas, which in turn are owned by GMC.  The terms of the agreement are that the Company shall issue to GMC 500,000 common shares in the capital of the Company together with a common share purchase warrant entitling GMC to acquire, from time to time, up to 500,000 common shares of the Company at $3.20 per share for a period of four years. The 500,000 shares were issued by the Company on December 19, 2003.



Property Information



The Vizcachitas Property, located 80 km northeast of Santiago, Chile hosts Andean type porphyry copper deposit that contains a very large quantity of supergene and hypogene copper mineralization.



Previous work by GMC has included 18,300 metres of diamond drilling in 67 holes, geotechnical analyses, preliminary metallurgical testing, preliminary mine layout and open pit design, tailings studies and environmental base line studies.  In 1998 a positive pre-feasibility study was completed by Kilborn International for GMC.

25





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The Vizcachitas property, is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Regalito Property, Chile



Acquisition



On October 20, 2003 the Company entered into an agreement with La Compañia Minera Caserones and Sociedad Minera California Una de la Sierra de Peña Negra wherein the Company was granted the exclusive option to acquire 100% of the Regalito property.

| | Located in Chile the property consists of 4,158 hectares.  To acquire the property the Company shall make payments totalling $900,000 over an 8 year period and take responsibility for concession maintenance payments.  The Company has also agreed that, in the event copper prices shall exceed $1.00 per pound for an entire calendar year, the Company will pay a minimum of $200,000 in respect of the payments described above for that year.  After the 8th year of the Agreement, provided the price of copper exceeds $1.00 per pound for the entire calendar year, the Company will pay $200,000 per year until commercial production commences.  After commercial production commences, the Company will pay a NSR of between 1 and 3% depending on the price of copper. The Company will be entitled to recover a portion of its payments above as an offset against the
      NSR.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Property Information



The Regalito Property is located in the 3rd region of Chile and hosts a large Andean type
"porphyry copper" deposit that contains a significant amount of supergene and oxide copper mineralization.  Copper mineralization was first recognized on the property in the early 1980's. Subsequently the property has undergone a number of exploration campaigns by the following companies: Newmont, Niugini Mining and BHP.  A total of 6,717 metres of reverse circulation and diamond drilling in 65 holes have been completed on the property. Copper-molybdenum mineralization at Regalito is associated with a cluster of dacitic porphyry intrusives, hydrothermal breccias, and a potassic and phyllic alteration system with a surface area of approximately 2,700 metres by 1,500 metres.  Previous drilling defined a classic weathered porphyry copper deposit with a leached cap, an oxide zone, a mixed oxide/sulphide zone and a sulphide zone.  Recent studies also suggest that this style of mineralization extends northwest and southeast from the area previously drilled providing optimism for lateral expansion of the deposit



Recent Drilling



The Company initiated in early 2004 a work program on the property consisting of mapping, sampling, and resource confirmation and expansion drilling. To date, a total of 16 holes have been drilled consisting of both reverse circulation ("RC") and diamond core ("DD") drilling.



The initial focus of the drill program was to audit previous drilling programs carried out by Newmont, INCA/Nuigini and BHP and to test the depth and lateral extent of the known mineralization. The drilling program has encountered significant intercepts of copper oxide and secondary copper sulfide mineralization that were not intersected in the previous drill program and the drilling program was expanded in late April to further delineate the size and extent of the Regalito ore body. The drilling program remains in progress.



The results of the drilling program to date are listed below:



26





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Drill HoleFromToLengthCuLeachabilitymetresmetresmetres%RG 04-01   (RC)4.00258.00254.000.4492%incl.4.00102.0098.000.55RG 04-02   (RC)70.00300.00230.000.3684%incl.70.00110.0040.000.48


Drill HoleFromToLengthCuLeachabilitymetresmetresmetres%RG 04-01   (RC)4.00258.00254.000.4492%incl.4.00102.0098.000.55RG 04-02   (RC)70.00300.00230.000.3684%incl.70.00110.0040.000.48


RG 04-03   (RC)148.00210.0062.000.8387%incl.158.00210.0052.000.90RG 04-04   (DD)66.00348.00280.000.3885%incl.102.00128.0026.000.64148.00234.0086.000.45304.00348.0044.000.48RG 04-05   (RC)32.00150.00118.000.4679%incl.32.0070.0038.000.53100.00150.0050.000.57RG 04-06   (RC)42.00150.00108.000.4482%incl.42.0070.0028.000.54RG 04-07   (RC)58.00150.0092.000.3482%incl.58.0078.0020.000.56(DD)150.00404.00254.000.12RG 04-08   (RC)34.00114.0080.000.5382%incl.48.0092.0044.000.62RG 04-09To be drilledRG 04-10   (RC)30.0070.0040.000.8987%RG 04-11   (RC)8.00133.00125.000.7088%(DD)133.00283.00150.000.15RG 04-12   (RC)28.00100.0072.000.4386%(DD)100.00257.00157.000.19RG 04-13   (DD)6.00322.50316.500.4770%incl.6.0032.0026.000.7632.00150.00114.000.65RG 04-14   (RC)26.00228.00202.000.3780%incl.214.00228.0014.000.60RG 04-15   (RC)116.00144.0028.000.3280%RG 04-16   (DD)26.00418.00392.000.5184%incl.42.0078.0036.000.88116.00292.00176.000.63RG 04-17   (DD)20.00150.00130.000.49Pendingincl.20.0056.0036.000.66




Copper mineralization at Regalito is associated with a cluster of dacitic porphyry intrusives, hydrothermal breccias, and a potassic and phyllic alteration system with a surface area of approximately 2,700 metres by 1,500 metres.  Previous drilling defined a classic weathered porphyry copper deposit with a leached cap, an oxide zone, a mixed oxide/ secondary sulphide zone and a secondary sulphide zone.  Recent studies also suggest that this style of mineralization extends northwest and southeast from the area previously drilled providing optimism for lateral expansion of the deposit.



The Regalito Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Redstone Property, Northwest Territories



Acquisition



Pursuant to an agreement dated effective September 24, 2002, the Company, through CRS, acquired a 100% interest in the Redstone Property from Redstone Resources, Inc. ("Redstone") a company controlled by Newmont Mining Corporation.  Pursuant to the terms of the purchase agreement the Company has agreed to pay an aggregate sum of US$500,000 which sum has been paid.



In addition, the Company granted to Redstone a NSR to be calculated monthly as follows:



27





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NSR %Average Price of Copper(1)3%If less than or equal to US$0.75 per pound


3.5%If greater than  US$0.75 and less than or equal to US$1.00 per pound4%If greater than US$1.00 per Pound


Note:

(1)

means the average of the New York Commodities Exchange final daily spot Prices for Copper reported for the calendar month of production.





Property Information



The following is a description of the Redstone property. This description is taken from a report of the Redstone Property dated March 2003 prepared by A.W. Gourlay P.Geol., F.G.A.C. of Vancouver, British Columbia, Canada.



| | The Redstone copper deposit is located 290 kilometres south of Norman Wells   in the Nahanni Mining District, Northwest Territories. The property comprises 5 Mining Leases totalling 5,661.75 hectares (13,990 acres) owned by Lumina Copper Corp. The copper occurrences, which are of the
"red-bed copper" type, were discovered by regional prospecting during 1961.   Subsequently, the property has undergone a number of exploration campaigns by the following companies: Redstone Mines Ltd., Cerro Mining Company of Canada Limited and Shell Canada Resources, Ltd. A total of 15,529 metres of diamond drilling in 56 holes has been completed to date on the property.

As security for the instalment payments the Company's wholly owned subsidiary CRS granted in favour of Redstone a debenture for the principal sum of US$400,000 which debenture charges all of the Redstone Property.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



Exploration completed to date has identified the following Inferred Mineral Resource as defined by National Instrument 43-101:



ClassCut-off
(%Cu)Tonnage Above Cut-off
Million TonnesCopper
%Ag
g/tInferred2.5%33.63.929.0




The Redstone property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



28





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| | The Pashpap Property, Peru
In July 2003 the Company acquired, by staking, the Pashpap Property.

Property Information

The Pashpap Property, consisting of 8 mining concessions (6,240 Hectares) is located in Ancash department of northern Peru.  The Pashpap property contains an Andean type
"porphyry copper" hydrothermal system that has
at least five porphyry centres and a skarn zone. Copper mineralization was first recognised on the Pashpap property in 1914.  Subsequently the property has undergone a number of exploration campaigns by the following companies:
Newmont, AMAX, Homestake, Buenaventura and Noranda.  A total of 16,245 metres of diamond drilling in 88 holes have been completed on the property.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Pashpap Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Casino Property, Yukon Territory



Acquisition



Pursuant to an agreement dated July 15, 2002 between the Company, through its wholly owned subsidiary CRS, and Great Basin Gold Ltd. ("Great Basin"), the Company acquired an option to purchase a 100% interest in 161 mineral claims in west-central Yukon, Canada known as the Casino Property.  The option may be exercised by the Company at any time until July 15, 2007 upon payment of an aggregate of $1,000,000 to Great Basin in the form of cash or shares of the Company.  For this purpose, the shares of the Company will be valued based on the 20 consecutive trading-day weighted average trading price of such shares for the 20 day period ending four days prior to the delivery of the notice of exercise of the option by the Company to Great Basin.

To maintain the option in good standing the Company issued on May 23, 2003 to Great Basin 100,000 shares and 100,000 warrants (each warrant entitling Great Basin to purchase one additional share of the Company for a period of two years, at $.80 per share.)  In addition to the warrants noted above, the Company
issued a warrant to Great Basin on May 21, 2004 to permit Great Basin to buy
100,000 shares of the Company for a period of two years at an exercise price of
$5.80, expiring May 21, 2006.  The Company must issue a further warrent by
May 23, 2005 to permit Great Basin to buy 100,000 shares of the Company for a
period of two years at a price being the maximum discount permitted by the
Exchange from the closing price of the Company's shares on the Exchange on May
23, 2005.

In the event the option is exercised and a decision is made to put the Casino Property into commercial production, the Company will pay to Great Basin the additional sum of $1,000,000.  Certain portions of the Casino Property are subject to a royalty agreement in favour of Archer, Cathro & Associates (1982) Ltd ("Archer Cathro") and a claim purchase agreement with Wildrose Resources Ltd ("Wildrose").  The royalties and encumbrances are as follows:



- A 5% NPI in favour of Archer Cathro on 83 of the minerals claims (the
    "Casino A Claims") which royalty expires on March 25, 2005 as to 35 claims, March 25, 2006 as to 30 claims, March 25, 2007 as to 11 claims and March 25, 2009 as to 7 claims; and
- A 5% NPI in favour of Archer Cathro on 55 of the mineral claims (the
    "Casino B Claims") which royalty expires on March 25, 2005 as to 14 claims, March 25, 2006 as to 17 claims and March 25, 2007 as to 24 claims.



In addition the Casino B Claims are subject to an agreement between Great Basin and Wildrose whereby Wildrose has agreed to pay the annual filing fees and assessment payments being a total of $13,800 in annual assessment fees and $690.00 in recording fees on the Casino A and B claims in order to maintain them in good standing.  In return Wildrose has the right to acquire the Casino B Claims for $1 each subject to Great Basin reserving a 10% NPI in the Casino B claims.



29





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Property Information



The following is a description of the Casino Property.  This description is taken from a report on the Casino Property dated January 2003 prepared by
C.M. Rebagliati P. Eng. of Rebagliati Geological Consulting Ltd. of Vancouver, BC, Canada, and Ross Banner
P.Eng. of RH Banner Ltd. of North Vancouver, BC. Canada.





| | The Casino porphyry copper-gold-molybdenum deposit is located 300 km northwest of Whitehorse in the west central Yukon.  Porphyry copper mineralization was first recognized at Casino in 1967.  From 1967-1990 various companies drilled 57 core holes (12,294 metres) and 33 reverse circulation holes (5,188 metres).  In 1991 Archer, Cathro acquired the property and completed a 21-hole HQ diamond-drilling program.  In 1992 Pacific Sentinel Gold Corp. acquired the property from Archer Cathro and commenced a major exploration program.  From 1992 until 1995 work included surface soil sampling, trenching investigations, 236 HQ and NQ diamond drill holes totalling 73,084 metres, comprehensive metallurgical investigations, environmental studies and socio economic activities culminating in a project scoping study. The scoping study envisioned a large-scale open pit mine, conventional flotation concentrator that would produce a copper-gold concentrate for sale to Pacific Rim smelters.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources



This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them.U.S. investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves



The exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



MaterialCut-offTonnage Above Cut-off Million TonnesGoldCopperMolyCu Eq(%Cu)g/t%%%Supergene Oxide(1)0.3420.350.330.020.67Supergene Sulphide(1)0.31240.320.320.030.64Hypogene(1)0.37980.220.200.020.45


(1)

Calculation of Copper equivalent was based on the following formula:

Cu EQ% = (Cu%) + (Aug/t x 11.25/17.64) + (Mo % 99.21/17.64) using metal prices of US$.80 a pound for copper, US$350 per ounce for gold and US$4.50 a pound for molybdenum.



The Casino Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.



Taca Taca Property, Argentina



Acquisition



In August 2003 the Company, through its wholly owned subsidiary CRS, obtained from Corriente Resources Ltd. of Vancouver British Columbia, Canada the right to acquire all of the issued and outstanding shares in the capital of Corriente Argentina Inc. for the following consideration:



1.

US$25,000 (which sum has been paid);

2.

US$25,000 and 100,000 shares of the Company on October 7, 2003 (which sum has been paid and shares issued);

3.

100,000 shares of the Company on October 7, 2004;

4.

100,000 shares of the Company on October 7, 2005;

5.

US$100,000 on October 7, 2006; and

6.

US$1,000,000 on October 7, 2007.



In the event the Company does not make a required payment or share issuance it has agreed it will transfer back to Corriente Resources Ltd. all of the shares of Corriente Argentina Inc. and the Company will have no further obligations with respect to any further payments or share issuances.

30





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Corriente Argentina Inc. is the owner of all of the issued and outstanding shares in the capital of Corriente Argentina S.A. which in turn is the owner of the Taca Taca Lower Property which consists of thirteen (13) mining concessions (2,546 hectares) which property is located in Salta Province, Northwestern Argentina. In addition the Taca Taca property is subject to a royalty of 1.5% of NSR in favour of eight individuals.



Property Information



The following is a description of the Taca Taca Property.  This description is taken from a report on the Taca Taca Property dated May 27, 2003 prepared by Steven Blower, P.Geo. AMEC (Peru) S.A ("AMEC").



| | The
Taca Taca Property, consisting of 13 mining concessions (2546 Hectares), is
located in the Puna (altiplano) region of northwest Argentina, in western Salta
province.  It is approximately 230 km due west of the city of Salta
and 55 km east of the Chilean border.  The Taca Taca Property contains
a large Andean type "porphyry copper" hydrothermal system that has generated
a significant amount of supergene and hypogene copper, molybdenum and gold
mineralization.  The supergene zone is typically 20 m to 60 m
thick and consists of chalcocite and covellite coatings on hypogene chalcopyrite
and pyrite. Copper mineralisation was first recognized on the Taca Taca Property
in the 1960's. Subsequently the property has undergone a number of exploration
campaigns by the following companies: Falconbridge, Gencor, BHP Minerals,
Corriente and Rio Tinto. A total of 24,033 metres of reverse circulation and
diamond drilling in 156 holes have been completed on the property.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Resources



Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of the Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The exploration completed to date has identified the following for an Inferred Mineral Resource, as defined by National Instrument 43-101:



ClassCut-off
%CuTonnage Above
Cut-off Million TonnesGrade Cu (%)Grade Au (g/t)Inferred0.41060.660.13




The Taca Taca Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature



Hushamu Property, British Columbia



Acquisition



Pursuant to a share purchase agreement dated August 21, 2002, the Company, through its wholly owned subsidiary, CRS, acquired from iTech Capital Corp. (formerly Jordex Resources Ltd.) 100% of the issued and outstanding shares of Moraga Resources Corp., which in turn owns the Hushamu Property.  The purchase price of the shares of Moraga Resources Corp. was $110,000, which has been paid.

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In addition the Company has agreed to pay the sum of $1,000,000 sixty days after a decision is made to proceed with commercial development of the Hushamu Property.  The Hushamu Property is subject to a NPI in the amount of 10% in favour of BHP Billiton Diamonds Inc.



Property Information



The following is a description of the Hushamu Property.  This description is taken from a Resource Estimate Report of the Hushamu Copper-Gold Deposit dated December 31, 2002, as amended February 28, 2003, prepared by G.H. Giroux, P.Eng., MASc. of Giroux Consultants Ltd. of Vancouver, British Columbia and David J. Pawliuk, P.Geo. of Nanoose Geoservices of Nanoose Bay, British Columbia.



| | The Hushamu Property is located on northern Vancouver Island about 25 km west of Port Hardy and 360 km northwest of Vancouver, British Columbia. The property consists of 144 mineral claims within the Nanaimo mining division.  The Hushamu Property is situated about 29 km from the reclaimed BHP Island Copper Mine.

Porphyry copper-gold-molybdenum mineralization occurs within altered Bonanza Formation rocks at the Hushamu deposit.  The northern part of the Hushamu copper-gold deposit has characteristics of a deep seated porphyry copper-gold occurrence, and the southern part of the Hushamu deposit area has characteristics of a shallow, advanced
argillic, epithermal occurrence. Multiple episodes of brecciation, alteration and mineralization have occurred.  Pyrite is the main sulphide mineral within the Hushamu deposit area.  Chalcopyrite is the main copper mineral with lesser amounts of hypogene
bornite, chalcocite and covellite.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Resources



Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Mineral Resources



This section uses the terms
"measured" and "indicated mineral resources." The Company advises U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves



The exploration completed to date has identified the following for Measured and Indicated Resources, as defined by National Instrument 43-101:



ClassCut-off
%CuTonnage Above Cut-off
Million TonnesGrade Cu (%)Grade Au (g/t)Measured0.314.00.370.411Indicated0.349.70.370.411Measured + Indicated0.363.70.370.411




Cautionary Note to U.S. Investors concerning estimates of Inferred Resources



This section uses the terms
"Inferred Resources." The Company advises U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it.
"Inferred Mineral Resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of Inferred Mineral Resources will ever be upgraded to a higher category. Under Canadian rules estimates of the Inferred Mineral Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable.



The exploration completed to date has identified the following for Inferred Resource, as defined by National Instrument 43-101:

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ClassCut-off
%CuTonnage Above Cut-off
Million TonnesGrade Cu (%)Grade Au (g/t)Inferred0.318.20.350.48




The Hushamu Property is without known ore reserves and any exploration undertaken by the Company in the future will be exploratory in nature.





Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



This Item 5 provides the operating and financial review of the Company for the 2003, 2002 and 2001 fiscal periods.



This discussion should be read in conjunction with the audited financial statements of the Company and related notes included therein.



All statements other than statements of historical facts included in this Annual Report, including, without limitation, the statements under
"Operating and Financial Review and Prospects," "Information on the Company," and
"Property, Plant and Equipment" and located elsewhere herein regarding industry prospects and the Company's financial positions are forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, neither can give any assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are disclosed in this Annual Report, including, without limitation, in conjunction with the forward-looking statements included in this Annual Report under
"Item 3(D) - Risk Factors."  All subsequent written and oral forward-looking statements attributed to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statement. There is significant risk that actual results will vary, perhaps materially from results projected depending on such factors as changes in general economic conditions, financial markets, copper prices and other metals, technology and exploration hazards.



A.

Operating Results



The Company is a natural resource company, engaged it the acquisition, exploration and development of mineral properties. The Company does not have any producing properties at this time.



The Company is in the process of exploring and evaluating its mineral properties and projects and has not yet determined whether these properties and projects contain ore reserves that are economically recoverable.  In  accordance  with Canadian  generally accepted  accounting  principles, ("Canadian GAAP")  the Company  follows the practice of capitalizing all costs  related to acquisition, exploration and development of mineral  properties until such time as mineral properties are put into  commercial production, sold or abandoned.  If commercial production commences, these capitalized costs will be amortized prospectively on a unit-of-production basis. If the mineral properties are abandoned, the related capitalized costs are expensed. On an on-going basis, the Company evaluates each property based on results to date to determine the nature of exploration work, if any, that is warranted in the future.  If there is little prospect of future work on a property being carried out, the deferred costs related to that property are written down to the estimated  amount  recoverable unless there is persuasive evidence that an impairment allowance is not  required.  The Company capitalizes costs related to evaluation of major mineral property projects to which the Company has contractual rights, but for which acquisition, joint venture or option agreements are not yet entered into, or which it is evaluating with a view to possible acquisition. These capitalized costs will be reclassified to mineral properties when acquisition, joint venture or option agreements are entered into or the Company otherwise secures its rights to the mineral properties.  On an on-going basis, the Company evaluates each mineral property project based on results to date to determine the nature of exploration work that is warranted in the future.  If there is little prospect of future work on a mineral  property project being carried out within a three year period from completion of previous activities,  the deferred  costs  related to that mineral  property  project are written down to the  estimated  amount  recoverable unless there is  persuasive evidence  that an impairment  allowance is not  required.  If the Company is not successful in acquiring the mineral properties or in entering into joint venture or option agreements or abandons the project, the related capitalized costs are expensed.  The amounts  shown for mineral  properties  and for mineral  property evaluation costs represent costs incurred to date less write-downs,  and are not intended to reflect present or future values. Furthermore, the Company does not acquire properties or conduct exploration work on them on a pre-determined basis.  As a result there
may not be predictable or observable trends in the Company's business activities and comparisons of financial operating results with prior years may not be meaningful.

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For the purposes of United States generally accepted accounting principles, ("U.S. GAAP") the Company capitalizes as intangible assets the acquisition costs of mineral use rights for parcels of land not owned by the Company. The Company expenses all exploration and development expenditures made prior to commercially mineable deposits being identified. See Note 17 to the Consolidated Financial Statements of the Company.



At the date of this Annual Report, although a resource as defined in accordance with Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects under the guidelines set out in the CIM standards (the term resource not being a defined term under United States standards) has been identified on certain of the Company's properties, the necessary  work to demonstrate that these resources are economically recoverable has yet to be conducted.  Until a bankable feasibility study is completed on the Company's properties, there is no assurance that any of the deposits categorized as resources will be converted to reserves.  As such, the ability of the Company to realize the costs it has incurred to date on these properties is dependent upon the Company being able to identify a commercial ore body, to finance its exploration costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of a property, or being able to realize the costs incurred on a subsequent disposal of a property.



The Company's Consolidated Financial Statements have been prepared on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going concern depends upon its and management's ability to develop profitable operations and to continue to raise adequate financing. The Company's sole source of financing is by the issue of common stock from treasury.



Management notes that its ability to finance additional exploration on its resource properties is contingent on the outcome of exploration, copper prices and the availability of financing in capital markets, factors which are beyond the Company's control.  There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations and commitments.  Should  the Company be unable to realize on its assets and discharge its  liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the Company's balance sheets and insolvency and liquidation with a total loss to shareholders could result.



The Consolidated Financial Statements utilize estimates and assumptions principally regarding mineral properties, mineral property evaluation costs and going-concern that reflect management's expectations at the date of preparation. Events or circumstances  in the future,  many of which are beyond the control of the  Company,  may  impact  these  expectations  and  accordingly  could lead to different  assumptions  and estimates from those utilized in 2003.



The following  discussion and analysis of the financial  condition and operating results of the Company for the three fiscal periods ended December 31, 2003, 2002 and 2001 (the  "MD&A")  should be read in  conjunction  with the  Consolidated  Financial Statements  and  related  notes to the  financial  statements  which  have  been prepared in accordance with Canadian GAAP. The discussion and analysis set forth below covers the results measured under Canadian GAAP with comparisons with U.S. GAAP.  Material differences between the application of Canadian GAAP and U.S. GAAP to the Company's audited financial statements exist as described in Note 17 to the Consolidated Financial Statements.



A.   Operating Results.



As the Company does not have any producing mineral properties, its primary sources of  revenue are through  interest  earned on amounts on deposit and foreign exchange gains. These amounts are used to offset some of the administrative operating expenses.  The interest income is dependent on the funds available for deposit and fluctuating interest rates.



Critical Accounting Policies



The preparation of financial statements in conformity with Canadian GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  As described below, significant estimates and assumptions are used in determining the application of the going concern concept and the deferral of costs incurred for mineral properties, deferred explorations and assets held for sale.  The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances.  The Company's estimates form the basis for
making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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The Company believes the policies for mineral properties and deferred exploration are critical accounting policies that affect judgments and estimates used in the preparation of the Company's financial statements.



The Company considers that its mineral properties have the characteristics of property, plant and equipment, and, accordingly defers acquisition and exploration costs under Canadian GAAP.  The recoverability of mineral property and future deferred exploration expenditures is dependant upon the discovery of economically recoverable reserves and on the future profitable production or proceeds from disposition, of the Company's properties.



Canadian GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible assets. Recent standards for business combinations, however, refer to mineral use rights as an example of contract-based intangibles, without removing the definition that categorizes them as tangible assets. The Company has classified these assets as Mineral Property tangible assets in accordance with its interpretation of Canadian GAAP.



Changes in circumstances in the future, many of which are outside of management's control, will impact on the Company's estimates of future recoverability of net amounts to be realized from their assets.  Such factors include, but are not limited to, the availability of financing, the identification of economically recoverable reserves, co-venture decisions and developments, market prices of minerals, the Company's plans and intentions with respect to is assets and other industry and competitor developments.



The Company has not yet determined whether the properties contain mineral reserves that are economically recoverable.  Development of any property may take years to complete and the amount of resulting income, if any, is difficult to determine with any certainty.  The sales value of any mineralization discovered by the Company is largely dependant upon factors beyond the Company's control, such as the market value of minerals recovered.



The Company believes it has the ability to obtain the necessary financing to meet commitments and liabilities as they become payable, and that economically recoverable reserves will be discovered.



While the Company believes that economically recoverable reserves will be identified, and that the value of the assets held for sale will be recovered, there is no assurance that this will occur.  Failure to discover economically recoverable reserves will require the Company to write-offs costs capitalized to date.



Recent accounting pronouncements



Asset retirement obligations



In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143,
"Accounting for Asset Retirement Obligations."  This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement applies to all entities.  It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees.  This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002.  This is substantially consistent with the CICA Handbook Section 3110,
"Asset Retirement Obligations," which is effective for fiscal periods beginning on or after January 1, 2004.



Foreign currency and hedging



In November 2001, the CICA issued Accounting Guideline 13,
"Hedging Relationships" ("AcG 13") which establishes new criteria for hedge accounting and will apply to all hedging relationships in effect for the Company's years ending on or after August 1, 2003.  Effective August 1, 2003, the Company will reassess all hedging relationships to determine whether the criteria are met or not and will apply the new guidance on a prospective basis.  To qualify for hedge accounting, the hedging relationship must be appropriately documented at the inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective.  The Company does not currently have any hedging relationships.

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Disposal of Long-Lived Assets and Discontinued Operations



In December 2002, the CICA issued Handbook Section 3475 for Disposal of Long-Lived Assets and Discontinued Operations with the purpose of harmonizing Canadian GAAP with U.S. GAAP.  The section is effective for disposal activities initiated by a commitment to a plan on or after May 1, 2003, with earlier adoption encouraged.  The key aspects of Handbook Section 3475 are as follows:



- a long-lived asset to be disposed of other than by sale should continue to be classified as held and used until it is disposed of;
- a long-lived asset can only be classified as held for sale if certain criteria are met;
- an asset classified as held for sale should be measured at the lower of its carrying amount or fair value less costs to sell;
- a loss recognized on classification of an asset as held for sale does not include future operating losses;
- 
- discontinued operations are defined more broadly than previously.  They comprise dispositions where the operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the enterprise;
- the income statement display of discontinued operations is unchanged from previous display; and
- various disclosures related to the disposal of long-lived assets is required.



The Company is currently assessing the impact of Handbook Section 3475 on its financial position and results of operations.



Costs associated with exit or disposal activities



In July 2002, the FASB issued Statement of Financial Accounting Standards No. 146
"Accounting for Costs Associated with Exit or Disposal Activities" ("FAS 146").  FAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities, and is effective for exit or disposal activities initiated after December 31, 2002.  FAS 146 nullifies Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3") Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain costs Incurred in Restructuring).  The principal difference between FAS 146 and EITF 94-3 relates to the recognition of a liability for a cost associated with an exit or disposal activity.  FAS 146 requires that the cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas under EITF 94-3 the liability is recognized at the date of an entity's commitment to an exit plan.  This is substantially consistent with the CICA EIC Abstract 135,
"Accounting for Costs Associated with Exit and Disposal Activities (including Costs Incurred in a Restructuring)."  The Company is currently assessing the impact of FAS 146 and EIC Abstract 135 on its financial position and results of operations.



Variable interest entities



In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.  FIN 46 is effective for all new variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003.  The Company does not have any variable interest entities which will require consolidation.



Derivatives and hedging activities



In April 2003, the FASB issued SFAS No. 149,
"Amendment of SFAS No. 133 on Derivatives Instruments and Hedging Activities."  SFAS 149 amends and clarifies accounting for SFAS No.133
"Accounting for Derivative Instruments and Hedging Activities."  In particular, it clarifies under what circumstances a contract with an initial net investment meets the characteristics of a derivative as discussed in SFAS No. 133; clarifies when a derivative contains a financing component; amends the definition of an underlying to conform it to the language used in the FASB Interpretation No. 45; and amends certain other existing pronouncements. This is substantially consistent with the CICA EIC Abstract 128,
"Accounting for Trading, Speculative or Non-Hedging Derivative Financial Instruments."

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SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003.  CICA EIC Abstract 128 is effective for fiscal years beginning on or after July 1, 2003.  The Company will adopt the provisions of SFAS No. 149 for U.S. GAAP purposes on August 1, 2003 and will adopt the provisions of CICA EIC 128 on January 1, 2004 and is currently assessing the impact, if any, that the adoption of SFAS No. 149 will have on its results of operations and financial position.



Liabilities and equity



In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150 establishes standards for how a company classifies and measures certain financial  instruments with  characteristics of both liabilities and equity, and is effective for public companies as follows: (i) in November  2003,  the FASB issued FASB Staff Position  ("FSP") FAS 150-03  ("FSP  150-3"), which defers indefinitely (a) the measurement and classification guidance of SFAS No. 150 for all  mandatorily  redeemable  non-controlling  interests  in  (and  issued  by) limited-life consolidated subsidiaries, and (b)  SFAS No.  150's  measurement guidance for other types of mandatorily  redeemable  non-controlling  interests, provided  they were created before November 5, 2003; (ii) for financial instruments  entered  into or  modified  after May 31, 2003 that are outside the scope of FSP 150-3; and (iii) otherwise,  at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on the aforementioned effective dates. The adoption of this pronouncement did not have a material impact on the Company's results of operations or financial condition.



Operating Results of the Company



As a result of the reverse take-over completed during 2003, the financial statements and the following discussion of the Company's operating results are presented from the perspective of CRS, the accounting acquirer in the reverse take-over.



Fiscal year ended December 31, 2003 compared to fiscal year ended December 31, 2002.



The Company's general and administrative expenses for the year ended December 31, 2003 were $1,287,848 compared to $3,358,657 for the year ended December 31, 2002 as a result of a decrease in stock-based compensation from $3,325,067 for the year ended December 31, 2002 to $582,387 for the year ended December 31, 2003. Included in the share capital of CRS at May 22, 2003, were 5,060,000 units ("Founders' Units") that were issued for nominal consideration of $0.01 per unit.  Each unit consisted of one common share and one-half warrant. Included in the Founders Units were 600,000 units that were issued into escrow under a Voluntary Pooling Agreement ("VPA Founders' Units"). The Company has recorded compensation expense related to the issuance of all the Founders Units at their fair value of $0.75 per unit less the nominal consideration of $0.01 per unit received.



The compensation expense related to the VPA Founders' Units is recognized evenly over the period that these units are held in escrow under a Voluntary Pooling Agreement. The compensation expense related to the non-VPA Founders' Units has been recognized as a 2002 period expense.



During 2003, stock based compensation expense in the aggregate amount of $582,387 was recorded.  During 2003, the Company granted options to directors, employees and consultants for the purchase of up to 897,533 common shares.  Compensation expense in the amount of $434,387 was recorded on those options which vested during the year.  The Company also recorded $148,000 of compensation expense for VPA Founders' Units issued by CRS in 2002 for services rendered in 2003 by the recipient unit holders.



As the business activity of the Company commenced in the year ended December 31, 2003 with the acquisition of CRS all general and administrative expenses of the Company were significantly higher in all areas. In particular management and consulting fees for the year ended December 31, 2003 were $149,499 as compared to $nil for the year ended December 31, 2002; audit and accounting fees were $124,828 for the year ended December 31, 2003 as compared to $20,000 for the year ended December 31, 2002 and investor relations and promotion costs were $134,442 for the year ended December 31, 2003 as compared to $nil for the year ended December 31, 2002. In addition office and administration costs were $103,576 for the year ended December 31, 2003 as compared to $1,692 for the year ended December 31, 2002.

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The Company incurred a net loss of $1,256,574 for the year ended December 31, 2003 as compared to a net loss of $3,356,101 for the year ended December 31, 2002.  This improvement of $2,101,527 is a result of a decrease in stock-based compensation in the year ended December 31, 2003. It should be noted however that there was a significant increase in all other expenses including accounting and audit fees, management and consulting services, investor relations and promotion costs, legal fees and office and administration to $124,828, $149,499, $134,442, $101,401 and $103,576 respectively due to the commencement of active business by the Company in the year ended December 31, 2003.



Comparison of Canadian GAAP and United States GAAP as applicable to the Company's operations.



Under Canadian GAAP, it is acceptable to defer mineral property acquisition costs until a decision to abandon the property is made, it is determined that the property does not have economically recoverable reserves or the Company is unlikely to pursue exploration activities on the property.  Under US GAAP, mineral property exploration costs are expensed until it can be proven that economically viable reserves are present on the property and the Company has the ability and intention to pursue exploitation of these reserves.



Canadian GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible assets. Recent standards for business combinations, however, refer to mineral use rights as an example of contract-based intangibles, without removing the definition that categorizes them as tangible assets. The Company has classified these assets as Mineral Property tangible assets in accordance with its interpretation of Canadian GAAP



Under current U.S. GAAP, mineral interests representing mineral use rights for parcels of land not owned by the Company are treated as intangible assets.  The amount capitalized related to a mineral interest represents its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination.

For exploration stage mineral interests the excess of the carrying value over the residual value of the intangible assets is amortized on a straight-line basis over the period in which the corporation expects to: (a) complete its exploration process or (b) convert, develop or further explore the underlying properties. The current amortization period is from 4 to 11 years.

Residual values for mineral interests at the exploration stage represent the expected fair value of the interests at the time the corporation plans to convert, develop, further explore or dispose of the interests.  Residual values are determined for each individual property.

The Emerging Issues Task Force ("EITF") formed a committee ("Committee") to evaluate certain mining industry accounting issues, including issues arising from the application of SFAS No. 141,
"Business Combinations" ("SFAS No 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") to issues that include whether mineral interests conveyed by leases represent tangible or intangible assets and the amortization of such assets. In March 2004, the EITF reached a consensus in EITF Issue No 04-2
"Whether Mineral Rights are Tangible or Intangible Assets" ("EITF No. 04-2"), subject to ratification by the Financial Accounting Standards Board ("FASB"), that mineral interests conveyed by leases should be considered tangible assets. On March 31, 2004, the FASB ratified the consensus of the EITF that mineral interests conveyed by leases should be considered tangible assets subject to the finalization of a FASB Staff Position ("FSP") in this regard. On April 30, 2004 the FASB issued a FSP amending SPAS No 141 AND SFAS No. 142 to provide that certain mineral use rights are considered tangible assets and that mineral use rights should be accounted for based on their substance. The FSP is effective for the first reporting period beginning after April 29, 2004, with early adoption permitted. The Company will reclassify all of its mineral interests conveyed by leases from intangible assets to tangible assets when reporting under U.S. GAAP and cease amortizing exploration stage mineral property interests prior to the commencement of production upon adoption of EITF 04-2.

Had the Company followed U.S. GAAP, the assets on the consolidated balance sheet at December 31, 2003 would have been reduced from $9,162,594 to $8,455,076 as a result of mineral interests amortized and mineral exploration costs expensed, under U.S. GAAP, of $237,985 and $469,533 respectively. The shareholders equity would have decreased form $8,648,187 under Canadian GAAP to $7,940,669 under U.S. GAAP as a result of the amortization of mineral interests and mineral exploration costs expensed. The loss for the year on the consolidated statement of operations ended December 31, 2003 would have increased from a loss of $1,256,574 applying Canadian GAAP to a loss of $1,926,217 as a result of the amortization of mineral interest and mineral exploration costs expensed under U.S. GAAP of $200,110 and $469,533

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respectively. The cash flows used in operating activities in the consolidated statement of cash flows at December 31, 2003 would have increased from Canadian GAAP of ($564,425) to ($1,033,958) under U.S. GAAP as a result of mineral exploration costs expensed. In addition the cash flows from investing activities in the consolidated statement of cash flows at December 31, 2003 would have decreased from Canadian GAAP of ($728,272) to ($258,739) under U.S. GAAP as a result of mineral exploration costs expensed.



Fiscal year ended December 31, 2002 compared to fiscal period from incorporation on October 3, 2001 to December 31, 2001.



As the Company was incorporated on October 3, 2001 and did not commence operations until 2002, no year-to-year comparisons can be made.  Its expenses for the year ended December 31, 2002 were $3,358,657, consisting mainly of a stock-based compensation expense of $3,325,067 related to the issuance of units during 2002 and professional fees of $26,248 relating to due diligence and technical analysis of its mineral properties.  The Company incurred a net loss of $3,356,101 in 2002.  In 2002, the Company incurred $1,018,653 in property acquisition costs in acquiring the Redstone and Hushamu mineral properties, entering into an option agreement to acquire the Casino Property, and a deposit on the Taca Taca Property.  The Company did not incur any mineral exploration costs during fiscal 2002.



Comparison of Canadian GAAP and US GAAP as applicable to the Company's operations.

As explained above, there is a difference between US and Canadian GAAP with regard to the accounting for mineral property acquisition and exploration expenditures.

Had the Company followed US GAAP as outlined above, the assets of the Company in the Company's Consolidated Balance Sheet for the year ended December 31, 2002 would have been reduced from $3,960,836 to $3,922,961 as a result of the amortization of mineral interests under US GAAP in the amount of $37,875. In addition, the expenses and net loss of the Company in its Consolidated Statement of Operations for the year ended December 31, 2002 would have increased from a loss of $3,356,101 under Canadian GAAP to a loss of $3,393,976 as a result of the amortization of mineral interests under US GAAP in the amount of $37,875.



B.  Liquidity and Capital Resources



Liquidity and Capital Resources of the Company



To date, virtually all funding for the Company's business and ongoing operations has come from common share issuances.  During the year ended December 31, 2003, the Company raised net proceeds of $2,952,138 as compared to $2,445,401 in equity during the year ended December 31, 2002.



The Company's cash position (including temporary investments) at December 31, 2003 was $3,469,372 as compared to $2,333,183 at December 31, 2002, representing a 48% increase.



The Company's net working capital position (current assets less current liabilities) increased to $3,010,783 in the year ended December 31, 2003 from $2,423,200 in the year ended December 31, 2002 due primarily to an increase in cash as a result of a private placement and the exercise of 1,223,375 warrants and 10,000 options. The private placement was of 500,000 units at a price of $1.00 per unit for net proceeds of $500,000 each unit comprised one common share and a warrant to purchase one additional common share at a price of $1.50 until May 23, 2005.



As at December 31, 2003, amounts capitalized in respect of mineral properties increase to $5,598,594, from $1,018,653 as a result of the cost of new mineral properties in the year ended December 31, 2003.



The Company is in the acquisition and exploration stage on its mineral properties and therefore has no regular cash flow. In the short term, the Company expects that its existing capital requirements arising from the evaluation of its existing mineral properties and fulfilling its future acquisition costs and planned exploration expenditures will be met from the Company's working capital.  The Company has property payment and exploration commitments of $1,188,950 in 2004 and 2005.  In the event that the Company will require additional capital in order to finance further acquisitions and undertake exploration of mineral properties or for general and administrative expenses it will have to depend on raising funds by the issuance of
shares.  Due to the general uncertainties of the financial markets, the Company cannot guarantee that it will be successful in raising any additional funds required.



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As at June 9, 2004 the Company had working capital in the amount of $7,851,581. The Company expects that these funds will be expended as follows:



DescriptionAmount ($)Acquisition payments on the El Galeno Property for 2004 and 2005550,000Acquisition payments on the Regalito Property for 200
4 and 200
53,000,000Planned Exploration costs on the Regalito Property1,000,000Management Fees for the next 24 months457,900Overhead Costs for the next 24 months840,000Reserve for future exploration programs1,000,000Reserve for acquisition costs of new properties1,000,000Unallocated Working Capital973,681TOTAL$7,851,581


In the long term, the Company's financial success will be dependent on the extent to which it can discover mineralization and establish the economic viability of developing the mineral properties. Such development may take years to complete and future cash flows, if any, are difficult to determine with any certainty.  The realization value of any mineralization discovered by the Company is largely dependent on factors beyond the Company's control such as the market value of the metals produced, mining regulations in Canada and other foreign countries and foreign exchange rates.



None of the Company's mineral properties currently have reserves and the Company has not begun any exploration for minerals on its mineral properties.



C. Research and Development



Not applicable



D. Trend of Information



Not applicable



E. Off-balance sheet arrangements



Not applicable



F. Tabular disclosure of Contractual Obligations



The following table provides as of December 31, 2003 the known long term obligations and commitments of the Company:



Contractual ObligationsTotalLess than 1 year1-3 years3-5 yearsMore than 5 yearsMineral Property Purchase Obligations

Redstone property$388,950Nil$388,950NilNilOther Long-term ObligationsNilNilNilNilNil


Total$388,950$207,760$388,950NilNil


40





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Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.  Directors and Senior Management

The following table sets forth certain information as of June 9, 2004 about the Company's current directors and senior management:



NameAgePositionOther Reporting Companies in Canada or the United StatesCompanyPositionAnthony Floyd53President and DirectorInca Pacific Resources Inc.President and DirectorRobert Pirooz40Vice President, CFO
Secretary and DirectorPan American Silver Corp.Secretary and
General CounselRoss Beaty52DirectorPan American Silver Corp.Chairman of the Board
and Chief Executive
OfficerAziz Shariff54DirectorIntergulf  Resources Corp.DirectorJohn Wright51DirectorPan American Silver Corp.DirectorDavid Strang35Vice-PresidentNILNA






Anthony Floyd, President and Director



Mr. Floyd has been the President and Director of Inca Pacific Resources Inc. since April 1994. In addition Mr. Floyd was a Director of Grayd Resources Inc. from January 2001 to September 2002.  Mr. Floyd graduated with a Bachelor of Science in Geology (Honours) from the University of Nottingham in England, and in 1972 received a Masters of Science in Mineral Exploration from the University of Leicester in England.  In 1992, Mr. Floyd obtained a P. Geo from the Association of Professional Engineers & Geoscientists of British Columbia. Mr. Floyd will devote approximately 50% of his professional time to the Company's operations.



Robert Pirooz, Vice-President, CFO, Secretary and Director



Mr. Pirooz is currently the
Secretary and General Counsel of Pan American Silver Corp. (TSX; NASDAQ).  Mr. Pirooz studied commerce at Dalhousie University and received a law degree from the University of British Columbia in 1989.  Mr. Pirooz practised law in Vancouver and Victoria, British Columbia from May 1990 to February 1998 primarily in the areas of corporate and commercial and securities law.  Mr. Pirooz served as General Counsel, Vice-President and Secretary of Pan American Silver Corp. from April 1998 to October 2000 and from October 2000 to December 2002 was General Counsel and Vice President of the BCR Group of Companies. Mr. Pirooz is currently a lawyer and business consultant providing services through Iris Consulting Ltd and Mirador Law Corp. to Pan American Silver Corp. and a limited number of corporate clients; none of which other than Pan American Silver Corp. are in the mining industry. Mr. Pirooz will devote approximately 50% of his professional time to the Company's operations.

41





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Ross Beaty, Director



Mr. Beaty is currently the Chairman of the Board and Chief Executive Officer of Pan American Silver Corp. (TSX; NASDAQ).  Mr. Beaty was also the Chairman and Chief Executive Officer of Equinox Resources Ltd. from May 1985 to April 1994 and Da Capo Resources Ltd. from April 1994 to September 1996.  Mr. Beaty graduated from the University of British Columbia with Bachelor of Science in Geology in 1974 and a Masters of Science in Geology from the University of London in 1975.  In addition Mr. Beaty received a law degree from the University of British Columbia in 1979.  Mr. Beaty is a Fellow of the Geological Association of Canada and the Canadian Institute of Mining and Metallurgy.  In 1997, Mr. Beaty obtained a P. Geo from the Association of Professional Engineers and Geoscientists of British Columbia.



Aziz Shariff, Director



Mr. Shariff was the Chief Executive Officer, President, Director and a Promoter of the Company from March 8, 2000 to May 23, 2003.  Mr. Shariff continues as a director of the Company. Mr Shariff is an independent investor and institutional fundraiser operating through a number of corporations and offices in the United States, Canada and Dubai, Middle East.  He is the President of Trimark Trading, an international institution in Dubai, Middle East.  From 1989 to 1996 Mr. Shariff was a Director of the Hunter Dickinson Group of Companies, and Hunter Dickinson Inc., a Canadian company that operates publicly traded mineral exploration and mine development companies around the world.  Since 1996 he has served as an advisor to the Dickinson Group of Companies, and Hunter Dickinson Inc.  Mr. Shariff is qualified as a Member of the Institute of Chartered Accountants in England and Wales.



John Wright, Director

Mr. Wright is a metallurgical engineer with degrees from Queen's University, Canada.  He worked in the Canadian mining industry from 1974 until 1988 primarily with Teck Corporation and Cominco Ltd.  In 1988 Mr. Wright joined Equinox Resources Ltd. as Chief Operating Officer until early 1994 when he co-founded Pan American Silver Corp. where he was President, and Chief Operating Officer until July 1st, 2003.  Mr. Wright remains a director of Pan American Silver Corp. Mr. Wright is a member of the Canadian Institute of Mining and Metallurgy.



David Strang, Vice-President



Mr. Strang has been the Vice President of Corporate Development since October 28, 2003.  Mr. Strang received his Bachelor of Science in Applied Earth Sciences from Stanford University in June 1991.  From September 1996 to June 1998 he was a Investment Analyst and Acquisitions Manager with Gold Fields of South Africa Limited. From November 1999 to October 2003 he was a senior associate and Manager with Standard & Poor's Corporate Value Consulting Group.



Neither the Company nor any of its officers, directors or controlling shareholders has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory authority that would likely be considered important to a reasonable investor making an investment decision.



B.  Executive Compensation



There are presently three Executive Officers of the Company namely, Anthony Floyd (President), Robert Pirooz (Vice-President and Secretary) and David Strang (Vice-President).  "Executive Officer" means the president, any vice-president in charge of a principal business unit such as sales, finance or production, any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the chairman and any vice-chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis.

Set out below is a summary of compensation paid during the Company's three most recently completed financial years to the Company's Executive Officers:

42





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Summary Compensation Table





Name
and Principal PositionFiscal
Year
Ended
December
31Annual
CompensationLong
Term CompensationAll
Other
Compen-
sation
($)Salary
($)Bonus
($)Other
Annual Com-
pensa-
tion
($)AwardsPayoutsSecurities
Under Options/   SARs Granted1
(#)Restricted
Shares or Restricted Share
Units
($)LTIP
Payouts ($)Anthony Floyd2
and
President2003
2002
2001nil
n/a
n/anil
n/a
n/anil
n/a
n/a200,000
n/a
n/anil
n/a
n/anil
n/a
n/a$60,0006
n/a
n/aRobert Pirooz3 ,
CFO,
Vice-President
and Secretary2003
2002
2001nil
nil
nilnil
nil
nilnil
nil
nil200,000
nil
nilnil
nil
nilnil
nil
nil$65,0006
n/a
n/aDavid Strang4
Vice-President,
Corporate Development2003
2002
2001$14,4007
n/a
n/anil
n/a
n/anil
n/a
n/a150,000
n/a
n/anil
n/a
n/anil
n/a
n/a$2,5006
n/a
n/aAziz Shariff5
former CEO and
President2003
2002
2001nil
nil
nilnil
nil
nilnil
nil
nil50,000
nil
nilnil
nil
nilnil
nil
nilnil
nil
nil




1.

The sum of the number of securities under option granted during each fiscal year, on a non-cumulative basis.

2.

Mr. Floyd was appointed President on May 23, 2003.

3.

Mr. Pirooz was appointed Vice-President on May 23, 2003 and CFO on June 1, 2004.

4.

Mr. Strang was appointed Vice-President, Corporate Development, on October 17, 2003.

5.

Mr. Shariff was CEO from August 3, 2000 to May 23, 2003 and President from March 8, 2000 to May 23, 2003.

6.

Paid for management and consulting services.

7.

Paid for the months of October and November only (annual salary is $104,400).



Options and Stock Appreciation Rights (SARs)



The Company has not issued any SARs

A total of 550,000 stock options were granted to the Executive Officers during the most recently completed financial year.

Until 2003 the Company did not maintain a formal plan under which stock options were granted.  In May, 2003 the Company implemented a
"rolling" Stock Option Plan whereby a maximum of 10% of the issued shares of the Company, from time to time, may be reserved for issuance pursuant to the exercise of options.  The purpose of the Stock Option Plan is to provide the Company with a share related mechanism to enable the Company and its subsidiaries to attract, retain and motivate qualified directors, officers, employees and other service providers, to reward directors, officers, employees and other service providers, for their contribution toward the long term goals of the Company and its subsidiaries and to enable and encourage such individuals to acquire shares of the Company as long term investments.

43





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The following information is intended as a brief description of the Stock Option Plan:

1.

The maximum number of shares that may be issued, from time to time, upon the exercise of stock options granted under the Stock Option Plan shall not exceed 10% of the Company's issued shares, the exercise price of which, as determined by the board of directors in its sole discretion, shall not be less than the closing price of the Company's shares traded through the facilities of the Exchange on the date prior to the date of grant, less allowable discounts, in accordance with the policies of the Exchange or, if the shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.

2.

The board of directors shall not grant options to any one person in any one year which will, when exercised, exceed 5% of the issued and outstanding shares of the Company or to consultants or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed 2% of the issued and outstanding shares of the Company.

3.

Upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Plan.  All options granted under the Stock Option Plan may not have an expiry date exceeding five years from the date on which the board of directors grant and announce the granting of the option.

4.

If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other then by reason of death), as the case may be, then the option granted shall expire on no later than the 30th day following the date that the option holder ceases to be a director or ceases to be employed by the Company, subject to the terms and conditions set out in the Stock Option Plan.

On June 6, 2003, 550,000 stock options were granted under the Stock Option Plan. On June 17, 2003 100,000 stock options were granted. On October 17th 2003 90,000 stock options were cancelled and 150,000 stock options were granted. On December 15, 2003 50,000 stock options were granted. See Item 6(e) for details of the stock options held by all of the Company's Directors and members of its administrative, supervisory and management bodies.

The following table sets forth details of all exercises of stock options or SARs during the most recently completed fiscal year by each of the Executive Officers and the fiscal year end value of unexercised options or SARs on an aggregated basis:

Aggregated option/SAR exercises during the most recently
completed financial year and financial year-end option/SAR values

NameSecurities Acquired on Exercise (#)Aggregate Value Realized ($)1Unexercised Options/SARs at
FY-End (#)
Exercisable/
UnexercisableValue of Unexercised
in-the-Money2Options/SARs at FY-End
($) Exercisable/
UnexercisableAnthony FloydNil$nil200,000 / 0$460,000Robert PiroozNil$nil200,000 / 0$460,000David StrangNil$nil50,000 / 100,000$17,500 / $35,000Aziz ShariffNil$nil75,533 / 0$177,555.85






1.

"Aggregate Value Realized" is calculated by determining the difference between the market value of the securities underlying the options or SARs at the date of exercise and the exercise price of the options or SARs and is not necessarily indicative of the value (i.e. loss or gain) actually realized by the Named Executive Officer.





2.

"In-the-Money Options" means the excess of the market value of the Company's shares on December 31, 2003 over the exercise price of the options. The closing price of the Company's shares on December 31, 2003 was $3.95.

44





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Compensation of Directors



The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year.



None of the Company's directors have received any manner of compensation for services provided in their capacity as directors during the Company's most recently completed financial year.

Long Term Incentive Plan (LTIP) Awards



The Company does not have LTIP awards pursuant to which cash or non-cash compensation is intended to serve as an incentive for performance whereby performance is measured by reference to financial performance or the price of the Company's securities, was paid or distributed.

Defined Benefit or Actuarial Plan Disclosure



The Company has no defined benefit or actuarial plans.

C.  Board Practices



The Board of Directors of the Company is currently comprised of Anthony Floyd, Robert Pirooz, Ross Beaty, Aziz Shariff and John Wright.  Each director of the Company is elected annually and holds office until the next Annual General Meeting of the Members unless that person ceases to be a Director before then.  The Board of Directors currently has one committee; the Audit Committee. The Audit Committee is comprised of Messrs. Pirooz, Shariff and Wright. This committee is responsible for reviewing the Company's financial reporting procedures, internal controls and the performance of the Company's external auditors.  The committee is also responsible for reviewing quarterly financial statements and the annual financial statements.



The Board of Directors of the Company may from time to time appoint a special committee of one or more directors which committee may engage an outside advisor at the Company's expense in order to assist the committee in fulfilling its responsibilities.

Termination of Employment, Changes in Responsibility and Employment Contracts



The Company does not have any compensatory plan or arrangement which will result from the resignation, retirement or other termination of employment of any Directors and/or member of the Company's administrative, supervisory or management bodies or from a change of control of the Company or a change in any of such persons' responsibilities following a change of control.



D.  Employees



The Company has one full time employee being David Strang, the Vice President of Corporate Development who is paid $8,666 per month plus benefits.  Two of the directors of the Company are geologists, namely Anthony Floyd and Ross Beaty. The President of the Company, Anthony Floyd, receives remuneration of $5,000 per month plus benefits, and the CFO, Vice-President and Secretary of the Company, Robert Pirooz, receives $5,416 per month plus benefits.

E.  Share Ownership



The following table lists as of June 9, 2004, the share ownership, including options and share purchase warrants of all of the Company's Directors and members of its administrative, supervisory and management bodies.  The Company has only one class of shares, common, with no par value and all of the common shares have the same voting rights.

45





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NameNumber of
Shares HeldPercentage of Shares
Held (%) (1)Number
of Stock
Options HeldNumber of Share Purchase Warrants HeldExercise
Price ($)Expiration DateAnthony Floyd280,0002.00%200,000200,000$1.65
$1.50June 8, 2008
May 23, 2005Robert Pirooz213,0001.53%200,000200,000$1.65
$1.50June 8, 2008
May 23, 2005Ross Beaty4,122,53229.57%50,0001,359,375(2)$1.65
$1.50June 8, 2008
May 23, 2005Aziz Shariff390,0002.79%22,533
50,00090,000$1.50
$1.65
$1.50Mar. 5, 2005
June 8, 2008
Mar. 23,2005John Wright33,000.24%50,00025,000$4.00
$1.50Dec. 18, 2005
May 23, 2008David StrangNILN/A150,000NIL$3.20Oct. 17 2005


(1)

The percentage ownership is based on 13,964,434 shares outstanding as of June 9, 2004.

(2)

Issued to Kestrel Holdings Inc., a private company controlled by Ross Beaty.



None of the aforementioned options or share purchase warrants were issued to officers, directors or senior management of the Company as part of a compensation plan.



Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.  Major Shareholders



As of June 9, 2004, to the best of the Company's knowledge, the following parties have ownership of 5% or greater of the Company's common shares, all of which have the same voting rights attached thereto as all other common shares of the Company:



NameNumber of Common
Shares HeldPercentage of Common
Shares HeldRoss Beaty4,122,53229.57%Exploration Capital Partners 2000 Limited Partnership (1) and Global Resource Investments Ltd (2) acting in concert (3).2,160,50015.46%




Notes

(1)

a Nevada Limited Partnership with 91 limited partners none holding 10% or more of the limited partnership units. The General Partner is Resource Capital Investments Corporation. Arthur Richards Rule is the principal shareholder of the General Partner.

(2)

a Nevada Limited Partnership. All general and limited partnership units are owned by Rule Investments Inc. which in turn is owned by the Rule Family Trust. Arthur Richards Rule and Bonnie Rule are the Trustee and Grantors of the Rule Family Trust.

(3)

By virtue of the relationship between Arthur Richards Rule and both Exploration Capital Partners 2000 Limited Partnership and Global Resource Investments Ltd the parties are deemed under Canadian securities laws to be acting in concert.



Other than as disclosed above the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements the operation of which may at a future date result in a change in control of the Company.

B.  Related Party Transactions



The directors, senior officers and principal shareholders of the Company and associates or affiliates of the foregoing have had no material interest, direct or indirect, in any transaction in which the Company has participated within the last three years

46





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prior to the date hereof which will materially affect the Company or any of its subsidiaries, except as stated elsewhere in this Annual Report or as indicated below.



The Company paid $125,000 (2002 nil) for management and geological consulting services to a director and a company controlled by a director. As of December 31, 2003 accounts payable include $5,796 of these fees. The Company paid $5,000 to a company that employs a former director of the Company for the rental of office premises.

7C.

Not Applicable

Item 8.  FINANCIAL INFORMATION

A.  Consolidated Statement and Other Financial Information



See Item 17 for Financial Statements of the Company.



The Company knows of no pending legal or arbitration proceedings including those relating to bankruptcy, governmental receivership or similar proceeding and those involving any third party against it, nor is the Company involved as a plaintiff in any material pending litigation.



The Company knows of no pending proceedings to which any director, member of senior management, or affiliate is either a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

To the best of the Management's knowledge, the Company has not since the date of its incorporation, declared or paid any dividends, nor does it intend to declare any dividend for the foreseeable future.

B.  Significant Changes



In January, 2004 the Company completed a private placement and issued 2,030,200 units at a price of $4.25 per unit for proceeds of $8,146,476, net of agent's fees and other issue costs in the amount of $481,874.  Each unit consisted of one common share and one-half share purchase warrant with each whole warrant exercisable to acquire one additional common share at a price of $5.50 to January 8, 2006.

The Company issued 316,533 common shares for cash proceeds of $482,300 pursuant to the exercise of warrants and options.

On May 4, 2004, the Company acquired all of the shares of
one Ontario company, which through two Peruvian subsidaries , owned a 100% interest in the Molino mining concession.  Consideration for the acquisition was US$300,000. The vendors retained a net profits interest in the property of up to 20% depending upon the timing of production from the concession, which interest will convert to a 1% net smelter royalty should production commence subsequent to December 31, 2006.



Item 9.  THE LISTING

A.  Listing Details and Markets



The Common Shares of the Company are listed on the TSX Venture Exchange under the symbol LUM. The Common Shares of the Company were called for trading on the American Stock Exchange ("Amex") as
"LCC" on May 10, 2004.  The following table sets out the market price range of the Common Shares on the Exchange for each full quarterly period within each of the calendar years indicated:



47





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Market PricesHigh
($)Low
($)Trading Volume


Annual High and Low
2003
2002
2001
2000 (Sept.5/00 to Dec 31/00)4.55
0.50
0.60
0.771.00
0.08
0.17
0.421,873,568
12,318
2,936
58,870Quarterly High and Low
1st Quarter
- 2004

1st Quarter
- 2003
2nd Quarter
- 2003
3rd Quarter
- 2003
4th Quarter
- 2003

1st Quarter
- 2002
2nd Quarter
- 2002
3rd Quarter
- 2002
4th Quarter
- 2002

1st Quarter
- 2001
2nd Quarter
- 2001
3rd Quarter
- 2001
4th Quarter
- 2001

1st Quarter
- 2000
2nd Quarter
- 2000
3rd Quarter
- 2000 <from Mar/00>
4th Quarter
- 20008.65

n/a
2.00
3.15
4.55

0.50
0.35
0.20
0.11

0.62
0.40
0.45
0.35

n/a
n/a
0.77
0.733.50

n/a
1.85
1.50
3.00

0.25
0.22
0.08
0.11

0.45
0.40
0.30
0.17

n/a
n/a
0.55
0.421,974,084

n/a
51,000
506,014
792,340

3,750
3,750
18,385
2,000

2,688
2,000
1,611
6,300

n/a
n/a
152,450
3,235Most Recent Six Months(1)
May 2004
April 2004
March 2004
February 2004
January 2004
December 20037.51
8.65
7.70
6.70
4.10
4.415.73
6.70
6.40
3.50
3.50
3.80336,046
747,294
626,537
985,647
361,900
365,964


Notes

(1)

the common shares of the Company were halted from trading from November 22, 2002 to May 28, 2003 pending the completion of the Acquisition.



The following table sets out the market price range of the Common Shares in US$ on the Amex since May 10, 2004:



Market PricesHigh
($)Low
($)Trading VolumeMay 2004 to June 7, 20046.354.0739,300




9B.

PLAN OF DISTRIBUTION



Not Applicable



9C.

MARKETS



The Company's Common Shares are listed and traded in Canadian on the Exchange under the symbol
"LUM". In addition, the Common Shares are listed and traded on the Amex as of May 10, 2004 under symbol
"LCC".

48





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Item 10.  ADDITIONAL INFORMATION



A.   Share Capital



Not applicable



B.  Memorandum and Articles of Incorporation



The Company was incorporated under the laws of the Province of British Columbia Canada.



(1) The Company's objects and purposes as set forth in the Company's Memorandum and Articles:



The Company's Memorandum and Articles are silent as to the Company's objects and purposes.



(2)  Matters relating to Directors of the Company:



(a)  Directors' power to vote on a proposal, arrangement or contract in which the director is materially interested:



Part 16.1 of the Company's Articles provide that:
  "A director who is, in any way, directly or indirectly, interested in a proposed contract or transaction with the Company shall be counted in the quorum at any meeting of the directors at which the proposed contract or transaction is approved."



Part 16.2 of the Company's Articles provide that:
  "A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in conjunction with his office of director for such period and on such terms, as to remuneration or otherwise, as the directors may determine and no director or intended director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the (BC Act), no contract or transaction entered into by or on behalf of the Company in which a director is any way interested shall be liable to be voided by reason thereof."



Part 16.3 of the Company's Articles provide that:
  "Subject to compliance with the provisions of the (BC Act), a director or his firm may act in a professional capacity for the Company and he or his form shall be entitled to remuneration for professional services as if he were not a director."



Part 16.4 of the Company's Articles provide that:
  "A director may be or become a director or other officer or employee of, or otherwise interested in, any other corporation or firm, whether or not the Company is interested therein as a shareholder or otherwise, and, subject to compliance with the provisions of the (BC Act), such director shall not be accountable to the Company for any remuneration or other benefits received by him as a director, officer or employee of, or from his interest in, such other corporation or firm."



(b) Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body:



Part 13.2 of the Company's Articles provides that: "The remuneration of the directors as such may from time to time be determined by the directors or, if the directors shall so decide, by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a director.  The directors shall be repaid such reasonable traveling, hotel and other expenses as they incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specifically occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board, or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive.  The directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity, pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to
his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance."

49





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(c)  Borrowing powers exercisable by the directors and how such borrowing powers can be varied:



Part 9.1 of the Company's Articles provides that:  "The directors may from time to time authorize the Company to: (a) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they in their absolute discretion think fit; (b) issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person; and (c) mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets of the Company, both present and future."



(d) The Company's Articles are silent with regard to the retirement or non-retirement of directors under an age limit requirement:



(3)  Rights, preferences and restrictions attaching to each class of shares:



(a)  Dividend rights, including time limit after which dividend entitlement lapses:



Pursuant to Part 21 of the Company's Articles, the Company's shareholders, subject to the rights, privileges and restrictions attaching to a particular class of shares, have the right to receive dividends if, as and when declared by the Board of Directors.  Neither the BC Act nor the Company's Articles provides for lapses in dividend entitlement.



(b)  Voting rights; staggered re-election intervals; cumulative voting:



Each of the Company's Common Shares entitles the holder to one vote at any annual or special meeting of shareholders.  Holders of the Company's Preferred Shares are not entitled to vote at such meeting (except where holders of a specified class or series of shares are entitled to vote separately as a class as provided in the BC Act).  Directors of the Company may from time to time prior to issuance of Preferred Shares of a particular series, alter the Company's Memorandum to fix the number of Preferred Shares in and to determine the designation of the Preferred shares of, that series and alter the Articles to create, define and attach special rights and restrictions to the Preferred Shares, including, among other things, any voting rights or rights upon dissolution, liquidation or winding-up of the Company.



The Company's Articles provide for election of directors on a rotation basis.



The Company's shareholders do not have cumulative voting.



(c)  Rights to share in surplus in event of liquidation:



Subject to the special rights and restrictions that may be attached to a particular series of Preferred Shares by the directors of the Company, in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Preferred Shares will be entitled to receive, before any distribution of any part of the assets of the Company among the holders of other shares, for each Preferred Share, an amount equal to the redemption price of such share and any dividends declared thereon and unpaid and no more.



(d)  Other:



Subject to the special rights and restrictions attached to any class or series of shares, the Company may, by a resolution of the directors and in compliance with the BC Act, purchase any of its shares at the price and upon the terms specified in such resolution.  If the Company proposes at its option to redeem some but not all of the shares of any class or series, the directors may by resolution, subject to the special rights and restrictions attached to such shares, decide the manner in which the shares to be redeemed shall be selected.



Holders of the Company's Common Shares do not have rights to share in the profits of the Company. There are no redemption or sinking fund provisions with respect to the Company's Common Shares.  Common shareholders have no liability as to further capital calls by the Company.  There are no provisions discriminating against any existing or
prospective holder of the Company's Common Shares as a result of such shareholder owning a substantial number of the Company's Common Shares.  Holders of the Company's Common Shares do not have pre-emptive rights.

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(4)  Actions necessary to change the rights of holders of the Company's stock:



In order to change the rights of holders of a class of the Company's stock, a vote of at least three-quarters of the issued and outstanding shares of that class is required.



(5)  Conditions governing manner in which annual general meetings and extraordinary general meetings of shareholders are convoked, including conditions of admission:



Annual Meeting



Part 9 of the Company's Articles indicate that annual general meetings shall be held in accordance with the requirements of BC Act, being within 15 months from the date of incorporation and thereafter once in every calendar year at such time, not being more than 13 months after the holding of the last preceding annual general meeting, at a place as the directors shall appoint.



Special Meetings



Part 9.2 of the Company's Articles state that "The directors may, whenever they think fit, convene an extraordinary general meeting for whatever purpose or purposes the directors may determine."  An extraordinary general meeting may also be convened if requisitioned in accordance with the BC Act, by the directors or, if not convened by the directors, by the requisitionists as provided in the BC Act.



Part 9.3 of the Company's Articles provides that "A notice convening a general meeting specifying the place, the day and the hour of the meeting, and, in case of special business as defined in article 10.1, the general nature of that business, shall be given as provided in the (BC Act), to members entitled to receive such notice from the Company.  No notice need be given of business that is not special business. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at that meeting."



(6)  Limitations on rights to own securities of the Company:



The Investment Canada Act (the "ICA"), enacted on June 20, 1985, requires prior notification to the Government of Canada on the "acquisition of control" of Canadian businesses by non-Canadians, as defined in the ICA.  Certain acquisitions of control, discussed below, are reviewed by the Government of Canada.  The term "acquisition of control" is defined as any one or more non-Canadian persons acquiring all or substantially all of the assets used in the Canadian business, or the acquisition of the voting shares of a Canadian corporation carrying on the Canadian business or the acquisition of the voting interests of an entity controlling or carrying on the Canadian business.  The acquisition of the majority of the outstanding shares is deemed to be an "acquisition of control" of a corporation.  The acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an "acquisition of control" of a corporation unless it can be established that the purchaser will not control the corporation.



Investments requiring notification and review are all direct acquisitions of Canadian businesses with assets of Cdn$5,000,000 or more (subject to the comments below on WTO investors), and all indirect acquisitions of Canadian businesses (subject to the comments below on WTO investors) with assets of more than Cdn$50,000,000 or with assets of between Cdn$5,000,000 and Cdn$50,000,000 which represent more than 50% of the value of the total international transaction.  In addition, specific acquisitions or new business in designated types of business activities related to Canada's cultural heritage or national identity could be reviewed if the Government of Canada considers that it is in the public interest to do so.



The ICA was amended with the implementation of the Agreement establishing the World Trade Organization ("WTO") to provide for special review thresholds for "WTO investors", as defined in the ICA.  "WTO investor" generally means:



(a)

an individual, other than a Canadian, who is a national of a WTO member (such as, for example, the United States), or who has the right of permanent residence in relation to that WTO member;

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(b)

governments of WTO members; and



(c)

entities that are not Canadian controlled, but which are WTO investor controlled, as determined by rules specified in the ICA.



The special review thresholds for WTO investors do not apply, and the general rules described above do apply, to the acquisition of control of certain types of businesses specified in the ICA, including a business that is a "cultural business".  If the WTO investor rules apply, an investment in the shares of the Company by or from a WTO investor will be reviewable only if it is an investment to acquire control of the Company and the value of the assets of the Company is equal to or greater than a specified amount (the "WTO Review Threshold").  The WTO Review Threshold is adjusted annually by a formula relating to increases in the nominal gross domestic product of Canada.  The 1999 WTO Review Threshold was $184,000,000.



If any non-Canadian, whether or not a WTO investor, acquires control of the Company by the acquisition of shares, but the transaction is not reviewable as described above, the non-Canadian is required to notify the Canadian government and to provide certain basic information relating to the investment.  A non-Canadian, whether or not a WTO investor, is also required to provide a notice to the government on the establishment of a new Canadian business.  If the business of the Company is then a prescribed type of business activity related to Canada's cultural heritage or national identity, and if the Canadian government considers it to be in the public interest to do so, then the Canadian government may give a notice in writing within 21 days requiring the investment to be reviewed.



For non-Canadians (other than WTO investors), an indirect acquisition of control, by the acquisition of voting interests of an entity that directly or indirectly controls the Company, is reviewable if the value of the assets of the Company is then Cdn.$50,000,000 or more.  If the WTO investor rules apply, then this requirement does not apply to a WTO investor, or to a person acquiring the entity from a WTO investor.  Special rules specified in the ICA apply if the value of the assets of the Company is more than 50% of the value of the entity so acquired.  By these special rules, if the non-Canadian (whether or not a WTO investor) is acquiring control of an entity that directly or indirectly controls the Company, and the value of the assets of the Company and all other entities carrying on business in Canada, calculated in the manner provided in the ICA and the regulations under the ICA, is more than 50% of the value, calculated in the manner provided in the ICA and the regulations under the ICA, of the assets of all entities, the control of which is acquired, directly or indirectly, in the transaction of which the acquisition of control of the Company forms a part, then the thresholds for a direct acquisition of control as discussed above will apply, that is, a WTO Review Threshold of Cdn.$184,000,000 (in 1999) for a WTO investor or threshold of Cdn. $5,000,000 for a non-Canadian other than a WTO investor.  If the value exceeds that level, then the transaction must be reviewed in the same manner as a direct acquisition of control by the purchase of shares of the Company.



If an investor is reviewable, an application for review in the form prescribed by the regulations is normally required to be filed with the Director appointed under the ICA (the "Director") prior to the investment taking place and the investment may not be consummated until the review has been completed.  There are, however, certain exceptions.  Applications concerning indirect acquisitions may be filed up to 30 days after the investment is consummated and applications concerning reviewable investments in culture-sensitive sectors are required upon receipt of a notice for review.  In addition, the Minister (a person designated as such under the ICA) may permit an investment to be consummated prior to completion of the review, if he is satisfied that delay would cause undue hardship to the acquiror or jeopardize the operations of the Canadian business that is being acquired. The Director will submit the application to the Minister, together with any other information or written undertakings given by the acquiror and any representation submitted to the Director by a province that is likely to be significantly affected by the investment.



The Minister will then determine whether the investment is likely to be of net benefit to Canada, taking into account the information provided and having regard to certain factors of assessment where they are relevant.  Some of the factors to be considered are:



(a)

the effect of the investment on the level and nature of economic activity in Canada, including the effect on employment, on resource processing, and on the utilization of parts, components and services produced in Canada;



(b)

the effect of the investment on exports from Canada;

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(c)

the degree and significance of participation by Canadians in the Canadian business and in any industry in Canada of which it forms a part;



(d)

the effect of the investment on productivity, industrial efficiency, technological development, product innovation and product variety in Canada;



(e)

the effect of the investment on competition within any industry or industries in Canada;



(f)

the compatibility of the investment with national industrial, economical and cultural policies;



(g)

the compatibility of the investment with national industrial, economic and cultural policies taking into consideration industrial, economic and cultural objectives enunciated by the government or legislature of  any province likely to be significantly affected by the investment; and



(h)

the contribution of the investment to Canada's ability to compete in world markets.



To ensure prompt review, the ICA sets certain time limits for the Director and the Minister.  Within 45 days after a completed application has been received, the Minister must notify the acquiror that he is satisfied that the investment is likely to be of net benefit to Canada, or that he is unable to complete his review, in which case he shall have 30 additional days to complete his review (unless the acquiror agrees to a longer period), or he is not satisfied that the investment is likely to be of net benefit to Canada.



Where the Minister has advised the acquiror that he is not satisfied that the investment is likely to be of net benefit to Canada, the acquiror has the right to make representations and submit undertakings within 30 days of the date of the notice (or any other further period that is agreed upon between the acquiror and the Minister).  On the expiration of the 30-day period (or the agreed extension), the Minister must quickly notify the acquiror that he is now satisfied that the investment is likely to be of net benefit to Canada or that he is not satisfied that the investment is likely to be of net benefit to Canada.  In the latter case, the acquiror may not proceed with the investment or, if the investment has already been consummated, must divest itself of control of the Canadian business.



The ICA provides civil remedies for non-compliance with any provision.  There are also criminal penalties for breach of confidentiality or providing false information.



Except as provided in the ICA, there are no limitations under the laws of Canada, the Province of British Columbia or in any constituent documents of the Company on the right of non-Canadians to hold or vote the common shares of the Company.



(7)  Provisions of Company's articles, charter or by-laws that have the effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition, or corporate restructuring involving the Company:



There are no limitations in the Company's Memorandum or Articles.



(8)  Provisions governing the ownership threshold above which shareholder ownership must be disclosed:



The British Columbia Securities Act provides that a person that has direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of, and of control or direction over, securities of the issuer carrying more than 10% of the voting rights attached to all the issuer's outstanding voting securities must, within 10 days of becoming an "insider", file an insider report in the required form effective the date on which the person became an insider, disclosing any direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer. The British Columbia Securities Act also provides for the filing of a report by an "insider" of a reporting issuer who acquires or transfers securities of the issuer.  This insider report must be filed within 10 days of the date in which the change takes place.



The U.S. rules governing the ownership threshold above which shareholder ownership must be disclosed are more stringent than those under the British Columbia Securities Act.  Section 13 of the Exchange Act imposes reporting requirements on
persons who acquire beneficial ownership (as such term is defined in the Rule 13d-3 under the Exchange Act) of more than 5 per cent of a class of an equity security registered under Section 12 of the Exchange Act.  In general, such persons must file, within 10 days after such acquisition, a report of beneficial ownership with the Securities and Exchange Commission containing the information prescribed by the regulations under Section 13 of the Exchange Act.  This information is also required to be sent to the issuer of the securities and to each exchange where the securities are traded.

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(9)  Significant differences between law applicable to the Company and law of the United States.



See 8 above.



(10)  Conditions imposed by the Company's Memorandum and Articles that are more stringent than required by law.



None





C.  Material Contracts



Other than contracts described elsewhere in this Annual Report there are no contracts that may be regarded as presently material.

D.  Exchange Controls



There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements.  See
  "Item 10(D) - Taxation."



There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada).  The following summarizes the principal features of the Investment Canada Act (Canada).



The Investment Canada Act (Canada) requires certain
"non-Canadian" individuals, governments, corporations or other entities who wish to acquire a
"Canadian business" (as defined in the Investment Canada Act), or establish a "new Canadian business" (as defined in the Investment Canada Act) to file either a notification or an application for review with a governmental agency known as
"Investment Canada".  The Investment Canada Act requires that certain acquisitions of control by a Canadian business by a
"non-Canadian" must be reviewed and approved by the Minister responsible for the Investment Canada Act on the basis that the Minister is satisfied that the acquisition is
"likely to be of net benefit to Canada", having regard to criteria set forth in the Investment Canada Act.  Only acquisitions of control rules for the determination of whether control has been acquired and, pursuant to those rules, the acquisition of one-third or more of the voting shares of a corporation may, in some circumstances, be considered to constitute an acquisition of control.  Certain reviewable acquisitions of control may not be implemented before being approved by the Minister; if the Minister does not ultimately approve a reviewable acquisition which has been completed, the acquired Canadian business would be divested.  Failure to comply with the review provisions of the Investment Canada Act could result in, among other things, an injunction or a court order directing disposition of assets or shares.

E.  Taxation



Material Canadian Federal Income Tax Consequences



Management of the Company considers that the following discussion describes the material Canadian  federal income tax consequences applicable to a holder of Common Stock of the Company who is a resident of the United  States and who is not a resident of Canada and who does not use or hold, and is not deemed to use or hold,  his shares of Common Stock of the Company in connection with carrying on a business in Canada (a "non-resident shareholder").



This summary is based upon the current provisions of the Income Tax Act (Canada) (the  "ITA"), the  regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of Revenue Canada, Taxation and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance 
(Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action.

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Dividends



Dividends paid on the common stock of the Company to a non-resident will be subject to withholding tax.  The Canada-U.S. Income Tax Convention (1980) provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation which is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.



Capital Gains



In general, a non-resident of Canada is not subject to tax under the ITA with respect to a capital gain realized upon the disposition of a share of a corporation resident in Canada that is listed on a prescribed stock exchange. For purposes of the ITA, the Company is listed on a prescribed stock exchange. Non-residents of Canada who dispose of shares of the Company will be subject to income tax in Canada with respect to capital gains if:



(a)

the non-resident holder;

(b)

persons with  whom  the  non-resident  holder did not deal at arm's length; or

(c)

the non-resident holder and persons with whom the non-resident holder did not deal with at arms length,



owned not less than 25% of the issued shares of any class or series of the Company at any time during the five-year period preceding the disposition.  In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian taxes will be payable on a capital gain realized on such shares by reason of the Canada-U.S. Income Tax Convention (1980) (the "Treaty") unless the value of such shares is derived principally from real property situated in Canada.  However, in such a case, certain transitional relief under the Treaty may be available.



Material United States Federal Income Tax Considerations



The following discussion summarizes the material United States federal income tax consequences, under current law, applicable to a U.S. Holder (as defined below) of the Company's common stock.  This  discussion does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions,  insurance companies, real estate investment trusts, regulated investment companies, broker-dealers,  non resident alien individuals or foreign corporations, or shareholders owning common stock representing 10% of the vote and value of the Company.  In addition, this discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published  administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  In addition, this discussion does not consider the potential effects, both adverse and beneficial of recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  Holders and prospective holders of the Company's Common Stock are advised to consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of shares of Common Stock of the Company.



U.S. Holders



As used herein, a "U.S.  Holder" is defined as (i) citizens or residents of the U.S., or any state thereof, (ii) a corporation or other entity created or organized under the laws of the U.S., or any political subdivision  thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of source or that is otherwise subject to U.S. federal income tax on a net income basis in respect of the common stock, or (iv) a trust  whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the
trust, whose ownership of common stock is not effectively connected with the conduct of a trade or  business  in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

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Distributions on Shares of Common Stock



Subject to the passive foreign investment company rules discussed below, for cash dividends, the gross amount of any such distribution (other than in liquidation) that you receive with respect to our common shares generally will be taxed to you as dividend income to the extent such distribution does not exceed our current or accumulated earnings and profits ("E&P"), as calculated for U.S. federal income tax purposes.  Such income will be includable in your gross income as ordinary income on the date of receipt, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's United States federal income tax liability or, alternatively, may be deducted in computing the U.S.  Holder's United States federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below.)



Under the tax law recently enacted in the United States, dividends received by individuals in their tax years beginning on January 1, 2003 from
"qualified foreign corporations" are taxed at the rate of 5% (zero, in 2008) or 15%, depending upon the particular taxpayer's U.S. federal income tax bracket. This law sunsets after December 31, 2008, at which time dividends will be taxed at the ordinary income tax rates of up to 35%.  A foreign corporation is a
"qualified foreign corporation" with respect to its stock that is traded on an established securities market in the United States, provided that the foreign corporation is not a
"foreign personal holding company," a "foreign investment company" or a "passive foreign investment company," as defined under the U.S federal income tax law.



To the extent any distribution exceeds our E&P, the distribution will first be treated as a tax-free return of capital to the extent of your adjusted tax basis in our common shares and will be applied against and reduce such basis on a dollar-for-dollar basis (thereby increasing the amount of gain and decreasing the amount of loss recognized on a subsequent disposition of such shares).  To the extent that such distribution exceeds your adjusted tax basis, the distribution will be taxed as gain recognized on a sale or exchange of our common shares. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains or a U.S. Holder which is a corporation.



Foreign Tax Credit



A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of the Company's common stock may be entitled, at the option of the U.S. Holder, to either a deduction  or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax.  This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year.



Subject to certain limitations, Canadian taxes withheld will be eligible for credit against the U.S. Holder's United States federal income taxes. Under the Code, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends paid by the Company generally will be either "passive" income or "financial services" income, depending on the particular U.S. Holder's circumstances.  Foreign tax credits allowable with respect to each class of income cannot exceed the U.S. federal income tax otherwise payable with respect to such class of income.  The consequences of the separate limitations will depend on the nature and sources of each U.S.  Holder's income and the deductions appropriately allocated or apportioned thereto.  The availability of the foreign tax credit and the application  of the limitations on the credit are fact specific and holders and prospective holders of common stock  are advised to consult their own tax advisors regarding their individual circumstances.



Disposition of Shares of Common Stock



A U.S. Holder will recognize gain or loss  upon the sale of shares of common stock equal to the difference,  if any, between



(a)

the amount of cash plus the fair market value of any property received; and

(b)

the shareholder's tax basis in the  common stock.

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This gain or loss will be capital gain or loss if the shares are a capital asset in the hands of the U.S.  Holder, and such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the common stock for more than one year.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital  loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against  capital gains until such net capital loss is thereby exhausted.



Other Considerations



The Company has not determined whether it meets the definition of a "passive foreign investment company" (a "PFIC").  It is unlikely that the Company meets the definition of a "foreign personal holding company" (a "FPHC") or a "controlled foreign corporation" (a "CFC") under current U.S. law.



If more than 50% of the voting power or value of the Company were owned (actually or constructively) by U.S. Holders who each owned (actually or constructively) 10% or more of the voting power of the Company's common shares ("10% Shareholders"), then the Company would become a CFC and each 10% Shareholder would be required to include in its taxable income as a constructive dividend an amount equal to its share of certain undistributed income of the Company.  If (1) more than 50% of the voting power or value of the Company's common shares were owned (actually or constructively) by five or fewer individuals who are citizens or residents of the United States and (2) 60% or more of the Company's income consisted of certain interest, dividend or other enumerated types of income, then the Company would be a FPHC.  If the Company were a FPHC, then each U.S. Holder (regardless of the amount of the Company's Common Shares owned by such U.S. Holder) would be required to include in its taxable income as a constructive dividend its share of the Company's undistributed income of specific types.



If 75% or more of the Company's annual gross income has ever consisted of, or ever consists of, "passive" income or if 50% or more of the average value of the Company's assets in any year has ever consisted of, or ever consists of, assets that produce, or are held for the production of, such "passive" income, then the Company would be or would become a PFIC.  The Company has not provided assurances that it has not been and does not expect to become a PFIC.  Please note that the application of the PFIC provisions of the Code to mining companies is somewhat unclear.



If the Company were to be a PFIC, then a U.S. Holder would be required to pay an interest charge together with tax calculated at maximum tax rates on certain "excess  distributions" (defined to include  ain on the sale of stock) unless such U.S. Holder made an election either to (1) include in his or her taxable income certain undistributed amounts of the Company's income or (2) mark to market his or her Company common  shares at the end of each taxable year as set forth in Section 1296 of the Code.



Information Reporting and Backup Withholding



U.S. information reporting requirements may apply with respect to the payment of dividends to U.S. Holders of the Company's shares.  Under Treasury regulations currently in effect, non-corporate holders may be subject to backup withholding at a 31% rate with respect to dividends when such holder (1) fails to furnish or certify a correct taxpayer identification number to the payor in the required manner, (2) is notified by the IRS that it has failed to report payments of interest or dividends  properly or (3) fails, under certain circumstances, to certify that it has been notified by the IRS that it is subject to backup  withholding for failure to report interest and dividend payments.



F. Dividends and paying agents



Not Applicable



G. Statements by Experts



Not Applicable

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H.  Documents on Display



The Company is a reporting company under the Act and is a "foreign private issuer" as defined in the Exchange Act. A foreign private issuer is exempt from the provisions of the Act which prescribe the furnishing and content of proxy statements to shareholders and relating to short swing profits reporting and liability. Readers may review a copy of the Company's filings with the SEC, including exhibits and schedules filed with it, at the SEC's public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Readers may also obtain copies of such materials from the Public Reference Section of the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Readers may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a Web site (http://www.sec.gov) that contains reports, submissions and other information regarding registrants that file electronically with the SEC. The Company has only recently become subject to the requirement to file electronically through the EDGAR system most of its securities documents, including registration statements under the Act, as amended and registration statements, reports and other documents under the Act, as amended.



The Company is required to file financial statements and other information with the Securities Commissions in the Provinces of Alberta and British Columbia, electronically through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be viewed at www.sedar.com.



The Documents concerning the Company which are referred to in this Annual Report are either annexed hereto as exhibits (See Item 19) or may be inspected at the principal offices of the Company.



Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A.  Qualitative Information about Market Risk

Currency Exchange Rate Sensitivity



The results of the Company's operations are subject to currency transnational risk and currency transaction risk.  Regarding currency transnational risk, the operating results and financial position of the Company and Company's subsidiaries are reported in Canadian dollars in the Company's consolidated financial statements.  The fluctuation of the US dollar in relation to the Canadian dollar will therefore have an impact upon the profitability of the Company and may also affect the value of the Company's assets and the amount of shareholders' equity.



In regards to transaction risk, the Company's functional currency is the Canadian dollar and its activities are predominantly executed using the Canadian dollar.  The Company incurs a relatively small portion of its expenses in U.S. dollars.  The Company's common shares are listed on the Exchange and are bought and sold in Canadian dollars.  The Company has not entered into any agreements or purchased any instruments to hedge any possible currency risks at this time.

Interest Rate Sensitivity



The Company currently has no short term or long term debt requiring interest payments.  As a result, the Company has not entered into any agreement or purchased any instrument to hedge against possible interest rate risks at this time.

Commodity Price Sensitivity



The future revenue and profitability of the Company will be dependent, to a significant extent, upon prevailing spot market prices for copper/gold.  In the past copper/gold prices have been volatile.  Prices are subject to wide fluctuations in response to changes in supply of and demand for copper/gold, market uncertainty and a variety of additional factors that are beyond the control of the Company.  The Company's mineral properties are in the exploration phase and accordingly the Company is not generating any operating revenues and is therefore not subject to any short term volatility in the prices of copper/gold.  As the Company is in the exploration phase, the above factors have had no material impact on operations or income.  No futures or forward contracts have been entered into by the Company.

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PART II

Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



None



Item 13.  DEFAULTS, DIVIDENTD ARREARAGES AND DELINQUENCIES



None



Item 14.  MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



None



ITEM 15:

CONTROLS AND PROCEDURES



EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



The Company's President and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Act, amended as of the end of the period covered by this annual report (the "Evaluation Date"). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company required to be included in our reports filed or submitted under the Act.



CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING



During the most recent fiscal quarter, there have not been any significant changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.



ITEM 16A:

AUDIT COMMITEE FINANCIAL EXPERT



All of the members of the Audit Committee are financially literate and the Board has determined that Aziz Shariff of the Audit Committee meets the requirements of an
"audit committee financial expert" as defined in Item 16A of Form
20-F.



ITEM 16B.          
CODE OF ETHICS



The Company recently adopted a code of ethics that applies to all the Company's Officers, including the President and the Chief Financial Officer.  A copy of the code of ethics is filed as an exhibit to this annual report.



ITEM 16C.          
PRINCIPAL ACCOUNTANT FEES AND SERVICES



Grant Thornton LLP acted as the Company's independent auditor for the fiscal periods ended December 31, 2003, 2002 and 2001. The chart below sets forth the total amount billed the Company by Grant Thornton LLP for services performed in the years 2003 and 2002 and breaks down these amounts by category of service in Cdn$:

59





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Year
2003
$Year
2002
$


Audit57,853NilAudit Related19,150NilTaxNilNilAll Other FeesNilNil




"Audit Fees" are the aggregate fees billed by Grant Thornton LLP for the audit of the Company's consolidated annual financial statements, reviews of interim financial statements, attestation services that are provided in connection with statutory and regulatory filings or engagements and assistance in responding to comment letters from securities regulatory bodies and consultations with the Company's management as to accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretation by the securities regulatory authorities, accounting standard vetting bodies or other regulatory or standard setting bodies.

"Audit-Related Fees" are fees charged by Grant Thornton LLP for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under
"Audit Fees." This category comprises fees billed for independent accountant review of the interim financial statements and Management Discussion and Analysis, as well as advisory services associated with the Company's financial reporting.

"Tax Fees" are fees for professional services rendered by Grant Thornton LLP for tax compliance, tax advice on actual or contemplated transactions.

Audit Committee's pre-approval policies and procedures

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by Grant Thornton LLP. Any services provided by Grant Thornton that are not specifically included within the scope of the audit must be pre-approved by the audit committee prior to any engagement. The audit committee is permitted to approve certain fees for
audit-related services, tax services and other services pursuant to a de minimusexception before the completion of the engagement.

ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.

Not Applicable

ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.

None

PART III



Item 17.  FINANCIAL STATEMENTS



The consolidated financial statements of the Company have been prepared on the basis of Canadian GAAP. A reconciliation to U.S. GAAP is included therein.



The auditors' report, financial statements and notes thereto, schedules thereto as required under Item 17 are found immediately below.



Financial Statements of the Company:



Report of Independent Auditors dated March 10, 2004



Comment by Auditors for U.S. Readers on Canada - U.S. Reporting Difference

60



---

Audited Consolidated Balance Sheets as of December 31, 2003 and 2002



Audited Consolidated Statements of Operation and Deficit for the cumulative period from inception (October 3, 2001) to December 31, 2003, the Fiscal Years Ended December 31, 2003, 2002 and the period from inception (October 3, 2001) to December 31, 2001



Audited Consolidated Statement of Cash Flows for the cumulative period from inception (October 3, 2001) to December 31, 2003, the Fiscal Years Ended December 31, 2003, 2002 and the period from inception (October 3, 2001) to December 31, 2001.



Audited Consolidated Statement of Changes in Shareholders' Equity.



Notes to the Audited Consolidated Financial Statements for the Fiscal Periods Ended December 31, 2003 and 2002.



All other financial statement schedules are omitted because the information is not required, is not material or is otherwise included in the financial statements or related notes thereto.



Item 18.  FINANCIAL STATEMENTS



The Company has elected to report under Item 17.



Item 19.  EXHIBITS



3.1.

Memorandum and Articles of Incorporation (superscript 1)





10.1

Altered Memorandum re Change of Name (superscript 1)





10.2

Option Agreement dated July 15, 2002 between CRS

and Great Basin Gold Ltd. regarding the Casino Property (superscript 1)





10.3

Option Agreement dated September 24, 2002 between

CRS and Redstone Resources, Inc., a company controlled

by Newmont Mining Corporation regarding the Redstone

Property (superscript 1)





10.4

Agreement dated August 21, 2002 between CRS and iTech

Capital Corp. (formerly Jordex Resources Ltd.) regarding the

Acquisition of 100% of Moraga Resources Corp., which in turn

owns the Hushamu Property (superscript 1)





10.5

Stock Option Plan (superscript 1)





23.1

Consent of Auditors (superscript 1)





23.2



Consent of Andrew Gourlay (superscript 1)



23.3

Consent of C.M. Rebagliati  (superscript 1)



23.4

Consent of Ross Banner C.M. Rebagliati  (superscript 1)



23.5

Consent of  David Pawliuk (superscript 1)



23.6

Consent of Steven Blower (superscript 1)



23.7

Consent of Diane Nicolson   (superscript 1)







61





---







23.8

Consent of  N.C. Carter (superscript 1)



23.9     Agreement dated October 2002 between CRS and

Corriente Resources Ltd. regarding the Taca Taca Property (superscript 1)



23.10A

Agreement dated June 9, 2003 between the Company and

Las Asuncion Negociacion Minera S.A.C. regarding the

El Galeno Property (superscript 1)



23.10B

Amendment to Agreement dated June 9, 2003 between the Company and

Las Asuncion Negociacion Minera S.A.C. regarding the

El Galeno Property  (superscript 1)



23.11     Agreement dated October 2003 between the Company and La Compañia

Minera Caserones and Sociedad Minera California Una de la Sierra de

Peña Negra to acquire 100% of the Regalito Copper property. (superscript 2)



23.12     Agreement dated October 28, 2003 between the Company and

Northern Orion Resources Inc. regarding the San Jorge Property (superscript 2)



23.13

Agreement dated October 29, 2003 between the Company and

General Minerals Corporation regarding the Vizcachitas Property (superscript 2)



23.14     Agreement dated December 17, 2003 between the Company and

Andes Pacific Development S.A. regarding the Relincho Property (superscript 3)



23.15

Agreements dated
April 30, 2004 between the Company and  New Inca Gold Limited

regarding the El Molino mining concession



11.1     
Code of Ethics



12.1       Certification
of CEO required by Rule 13a-14(a) or   Rule 15d-14(a)





12.2       Certification of CFO required by Rule 13a-14(a) or Rule 15d-14(a)



13.1

Certification
 of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002



13.2

Certification  of CFO pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(1)  These exhibits were previously filed with the Company's  Registration Statement on Form 20-F dated June 11, 2003.

(2)  These exhibits were previously filed with the Company's  Amended Registration Statement on Form 20-F dated November 28, 2003

(3)  These exhibits were previously filed with the Company's  Amended Registration Statement on Form 20-F dated January 23, 2004.



SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Annual Report and that it has duly caused and authorized the undersigned to sign this registration report on its behalf.



62





---

Dated:  June 9, 2004

LUMINA COPPER CORP.

By: /s/Anthony Floyd /s/

AnthonyFloyd,

President





63





---







LUMINA
COPPER CORP.

(An
Exploration Stage Enterprise)



(formerly
FIRST TRIMARK VENTURES INC.)



CONSOLIDATED
FINANCIAL STATEMENTS

DECEMBER
31, 2003







---

[financials001.jpg]



Grant
Thornton LLP

Chartered
Accountants

Management
Consultants





Report
of Independent Auditors



To the Shareholders of
Lumina Copper Corp.



We have
audited the consolidated balance sheets of Lumina Copper Corp. (An Exploration
Stage Enterprise), (formerly First Trimark Ventures Inc.), as at December 31,
2003 and 2002 and the consolidated statements of operations and deficit, cash
flows and statement of changes in shareholders' equity for the years ended
December 31, 2003 and 2002, the period from inception (October 3, 2001) to
December 31, 2001 and for the cumulative period from inception (October 3, 2001)
to December 31, 2003.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.



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



In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as at December 31, 2003 and 2002 and the
results of its operations and deficit and its cash flows for the years ended
December 31, 2003 and 2002, the period from inception (October 3, 2001) to
December 31, 2001 and for the cumulative period from inception (October 31,
2001) to December 31, 2003 in accordance with Canadian generally accepted
accounting principles.



Vancouver,
        Canada
        March
        10, 2004
      /s/Grant
        Thornton LLP /s/Grant
        Thornton LLP
        Chartered
        Accountants








Comment
by Auditors for US Readers on Canada - US Reporting Differences



In
the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a restatement of the Company's historical financial statements, such
as the change described in Note 2 to the consolidated financial statements.
 Our report to the shareholders dated March 10, 2004 is expressed in
accordance with Canadian reporting standards which do not require a reference to
such a restatement in the auditors' report when the restatement is properly
accounted for and adequately disclosed in the financial statements.







|Vancouver,
      Canada
      March
      10, 2004 | /s/Grant
      Thornton LLP /s/                           
|-------------------------------------------------- | ----------------------------------------------------------
|                                                   | Grant
      Thornton LLP
      Chartered
      Accountants



P.O.
Box 11177, Royal Centre

Suite
2800

1055
West Georgia Street

Vancouver,
British Columbia

V6E
4N3

T(604)
687-2711

F(604)
685-6569

EVancouver@GrantThornton.ca

Wwww.GrantThornton.ca





---

|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      BALANCE SHEETS
      December
      31, 2003 and 2002
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|ASSETS                                                                                                                                                                                                   
|CURRENT ASSETS                                                                                                                                                                                           
|Cash
      and cash equivalents                                                                                                                                                                          
|Receivables                                                                                                                                                                                              
|Subscriptions
      receivable                                                                                                                                                                           
|Prepaid
      expenses                                                                                                                                                                                   
|                                                                                                                                                                                                         
|TOTAL CURRENT
      ASSETS                                                                                                                                                                               
|                                                                                                                                                                                                         
|DEFERRED
      ACQUISITION COSTS                                                                                                                                                                         
|                                                                                                                                                                                                         
|EQUIPMENT (Note 5)                                                                                                                                                                                       
|                                                                                                                                                                                                         
|MINERAL PROPERTIES
      (Note 6)                                                                                                                                                                        
|                                                                                                                                                                                                         
|TOTAL ASSETS                                                                                                                                                                                             
|                                                                                                                                                                                                         
|LIABILITIES                                                                                                                                                                                              
|CURRENT
      LIABILITIES                                                                                                                                                                                
|Accounts
      payable                                                                                                                                                                                   
|Accrued
      liabilities                                                                                                                                                                                
|Due
      to related parties (Note 7)                                                                                                                                                                    
|Current
      portion of property purchase obligations (Note 8)                                                                                                                                          
|                                                                                                                                                                                                         
|TOTAL CURRENT
      LIABILITIES                                                                                                                                                                          
|                                                                                                                                                                                                         
|MINERAL PROPERTY
      PURCHASE OBLIGATIONS (Note 8)                                                                                                                                                     
|                                                                                                                                                                                                         
|TOTAL LIABILITIES                                                                                                                                                                                        
|                                                                                                                                                                                                         
|SHAREHOLDERS'
      EQUITY                                                                                                                                                                               
|SHARE CAPITAL
      (Note 9)                                                                                                                                                                             
|                                                                                                                                                                                                         
|CONTRIBUTED
      SURPLUS                                                                                                                                                                                
|                                                                                                                                                                                                         
|STOCK OPTIONS
      (Note 10)                                                                                                                                                                            
|                                                                                                                                                                                                         
|WARRANTS (Note 11)                                                                                                                                                                                       
|                                                                                                                                                                                                         
|DEFICIT                                                                                                                                                                                                  
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|                                                                                                                                                                                                         
|TOTAL SHAREHOLDERS'
      EQUITY                                                                                                                                                                         



Subsequent events (Note
18)



|APPROVED BY THE
      DIRECTORS
|-------------------------------
|"Anthony
      Floyd"          
|Director                       
|"Robert
      Pirooz"          
|Director                       

See
Accompanying Notes to the Consolidated Financial Statements

---



|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      STATEMENTS OF OPERATIONS AND DEFICIT
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|GENERAL
      AND ADMINISTRATIVE
      EXPENSES                                                                                                                                         
|Stock-based
      compensation (Note 9(e))                                                                                                                                              
|Management
      and consulting services                                                                                                                                                
|Audit
      and accounting                                                                                                                                                              
|Investor
      relations and promotion                                                                                                                                                  
|Legal                                                                                                                                                                                   
|Office
      and administration                                                                                                                                                         
|Regulatory
      and transfer agent fees                                                                                                                                                
|Corporate
      development                                                                                                                                                             
|Amortization                                                                                                                                                                            
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|OTHER INCOME
      (EXPENSE)                                                                                                                                                            
|Interest
      income                                                                                                                                                                   
|Interest
      expense                                                                                                                                                                  
|Mineral
      property written-off                                                                                                                                                      
|Property
      investigations                                                                                                                                                           
|Foreign
      exchange gain                                                                                                                                                             
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|NET LOSS FOR THE
      PERIOD                                                                                                                                                           
|                                                                                                                                                                                        
|DEFICIT, BEGINNING
      OF PERIOD                                                                                                                                                      
|                                                                                                                                                                                        
|DEFICIT, END OF
      PERIOD                                                                                                                                                            
|                                                                                                                                                                                        
|                                                                                                                                                                                        
|BASIC AND DILUTED
      LOSS
      PER
      SHARE                                                                                                                                      
|WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING                                                                                                                                     











See
Accompanying Notes to the Consolidated Financial Statements



---



|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      STATEMENTS OF CASH FLOWS
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|CASH
      PROVIDED FROM (USED IN):                                                                                                                                         
|                                                                                                                                                                            
|OPERATING
      ACTIVITIES                                                                                                                                                  
|Loss
      for the period                                                                                                                                                   
|Items
      not involving cash:                                                                                                                                             
|Amortization                                                                                                                                                                
|Stock-based
      compensation                                                                                                                                              
|Mineral
      property written-off                                                                                                                                          
|Net
      changes in non-cash working capital items:                                                                                                                        
|Receivables                                                                                                                                                                 
|Prepaid
      expenses                                                                                                                                                      
|Accounts
      payable                                                                                                                                                      
|Accrued
      liabilities                                                                                                                                                   
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|FINANCING
      ACTIVITIES                                                                                                                                                  
|Due
      to related parties                                                                                                                                                
|Shares
      and warrants issued for cash,
      net
      of issue costs                                                                                                   
|Cash
      received for subscriptions receivable                                                                                                                            
|Mineral
      property purchase obligations                                                                                                                                 
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|INVESTING
      ACTIVITIES                                                                                                                                                  
|Cash
      acquired on acquisition of Lumina, net of acquisition costs (Note 4)                                                                                             
|Deferred
      acquisition costs                                                                                                                                            
|Purchase
      of equipment                                                                                                                                                 
|Expenditures
      on mineral properties                                                                                                                                    
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|FOREIGN
      EXCHANGE                                                                                                                                                      
|                                                                                                                                                                            
|INCREASE
      IN CASH AND CASH EQUIVALENTS                                                                                                                                 
|                                                                                                                                                                            
|CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                                                                                        
|                                                                                                                                                                            
|CASH
      AND CASH EQUIVALENTS,
      END
      OF PERIOD                                                                                                                  



Supplemental
cash flow information (Note 12)



See
Accompanying Notes to the Consolidated Financial Statements

---

|LUMINA
      COPPER CORP.
      (An
      Exploration Stage Enterprise)
      (formerly
      First Trimark Ventures Inc.)
      CONSOLIDATED
      STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|                                                                                                                                                                                                
|Common
      stock issued for cash at $1.00 per share                                                                                                                                           
|Net
      loss for the period from inception to December 31, 2001                                                                                                                               
|                                                                                                                                                                                                
|Balance,
      December 31, 2001                                                                                                                                                                
|Common
      stock issued for cash and past services at $0.75 per share                                                                                                                         
|Common
      stock issued for cash and future services valued at $0.75 per share                                                                                                                
|Recognition
      of compensation expense                                                                                                                                                       
|Common
      stock issued for cash at $1.00 per share                                                                                                                                           
|Common
      stock issued as finder's fee                                                                                                                                                       
|Shares
      subscribed                                                                                                                                                                         
|Finder's
      fee                                                                                                                                                                              
|Professional
      fees                                                                                                                                                                         
|Net
      loss for the year ended December 31, 2002                                                                                                                                             
|                                                                                                                                                                                                
|Balance,
      December 31, 2002                                                                                                                                                                
|                                                                                                                                                                                                
|Acquisition
      of 100% of the outstanding common shares of CRS                                                                                                                               
|Share
      capital of FTV at May 22, 2003                                                                                                                                                      
|Common
      shares issued for cash at $1 per share                                                                                                                                             
|Common
      shares issued on exercise of options                                                                                                                                               
|Recognition
      of compensation expense on options exercised                                                                                                                                  
|Common
      shares issued on exercise of warrants                                                                                                                                              
|Fair
      value of warrants exercised                                                                                                                                                          
|Common
      shares issued for mineral property payments                                                                                                                                        
|Recognition
      of compensation expense on shares issued by CRS in 2002                                                                                                                       
|Contributed
      surplus                                                                                                                                                                       
|Stock
      based compensation on unexercised vested options (Note 10)                                                                                                                          
|Fair
      value of unexercised warrants (Note 11)                                                                                                                                              
|Net
      loss for the year ended December 31, 2003                                                                                                                                             
|                                                                                                                                                                                                
|Balance,
      December 31, 2003                                                                                                                                                                





See
Accompanying Notes to the Consolidated Financial Statements

---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







1.

NATURE
OF OPERATIONS



Lumina
Copper Corp. (formerly First Trimark Ventures Inc.) is engaged in the
identification, acquisition, exploration and development of mineral resources.
 The Company is considered to be in the exploration stage as it has not
placed any of its mineral properties into production.



First
Trimark Ventures Inc. ("FTV") was incorporated under the Company Act
(British Columbia) on March 3, 2000 and obtained a listing as a capital pool
company pursuant to the policies of the TSX Venture Exchange (the "Exchange")
on September 5, 2000.  As a capital pool company, the principal business of
FTV was to identify, evaluate and acquire assets, properties or businesses which
would constitute a Qualifying Transaction, pursuant to the polices of the
Exchange.
On January 27, 2003, FTV entered into a Securities Exchange Agreement ("SEA")
with CRS Copper Resources Corp. ("CRS") and the shareholders of CRS to
acquire all of the issued and outstanding shares and warrants of CRS.  CRS
was incorporated under the Company Act (British Columbia) on October 3, 2001 and
began operations in July 2002.  CRS is engaged in the acquisition,
exploration and development of mineral resources.



On
May 23, 2003, pursuant to the SEA, FTV consolidated its common shares on a one
for ten basis and issued to the security holders of CRS an aggregate of
8,187,501 post-consolidated common shares and warrants to purchase 5,657,500
post-consolidated common shares of FTV, exercisable at a price of $1.50 per
share to May 23, 2005, to acquire a 100% interest in CRS.  FTV also changed
its name to Lumina Copper Corp. ("LCC").



The
acquisition served as FTV's qualifying transaction pursuant to the policies of
the Exchange.  Upon the completion of the transaction on May 23, 2003, LCC
became a Tier 1 issuer on the Exchange.



The
acquisition was accounted for by the purchase method, with CRS deemed to be the
acquirer, and reported as a reverse take-over as the shareholders of CRS
obtained control of LCC.



The
Company has entered into mineral property acquisition and option agreements that
will require future outlays of cash in order to maintain the properties and
options in good standing or in order to fulfil contractual obligations.
 The Company's continuing operations as intended are dependent on
management's ability to raise required funding through future equity
issuances, asset sales or a combination thereof.



2.

RESTATEMENTS



(a)

As
disclosed in Note 17, the Company's financial statements presented in
accordance with U.S. GAAP for the year ended December 31, 2002 have been
restated to reflect the Company's interest in mineral properties as an
intangible asset under the Financial Accounting Standards Board (FASB) Statement
No. 142 - "Goodwill and Other Intangible Assets".





-
1 -



---





LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





2.

RESTATEMENTS
 (continued)



Under
U.S. GAAP, this has resulted in a reduction in expense for the year ended
December 31, 2002 of $980,778, representing the difference between the
amount of mineral property acquisition costs previously expensed and the
amortization of these mineral property interests which are now presented as an
intangible asset.  In addition, assets and shareholders' equity have both
been increased by this amount. This restatement also resulted in a
decrease in the loss per share amounts for the year ended December 31, 2002
of $0.12.



(b)

The
Company's financial statements for the year ended December 31, 2002 have
also been restated to record the issuance of 5,060,000 units at an estimate of
their fair value on the date of their issuance ($0.75) rather than the nominal
value received at which they were previously recorded.  This restatement is
consistent with CICA 3870 and SFAS 123.



This
restatement has resulted in an increase in share capital and an increase in
expenses and deficit accumulated during the exploration stage for the year ended
December 31, 2002  and for the cumulative period from inception to
December 31, 2003 in the amount of $3,325,067 (increase in loss per share
of $0.40 for the year ended December 31, 2002).



3.

SIGNIFICANT
ACCOUNTING POLICIES



(a)

Principles
of presentation



These
consolidated financial statements are presented in Canadian dollars and in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP").  They include the accounts of LCC and its subsidiaries.  The
accounting principles conform in all material respects to principles generally
accepted in the United States of America except as disclosed in Note 17.



(b)

Management
estimates



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



(c)

Cash
and cash equivalents



Cash
and cash equivalents are defined as cash on hand, demand deposits and short
term, highly liquid investments that are readily convertible to known amounts of
cash within ninety days of deposit.



(d)

Equipment



Equipment
is stated at cost.  Amortization is provided on the declining balance basis
on office equipment at 20% per annum and on computer equipment at 30% per annum.



-2 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







3.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



(e)

Mineral
properties



The
Company capitalizes all costs related to investments in mineral property
interests on a property by property basis. Such costs include mineral property
acquisition costs and exploration and development expenditures, net of any
recoveries. Costs are deferred until such time as the extent of mineralization
has been determined and mineral property interests are either developed, the
property sold or the Company's mineral rights are allowed to lapse.

All
capitalized costs are reviewed, on a property by property basis, to consider
whether there are any conditions that may indicate impairment. When the carrying
value of a property exceeds its net recoverable amount that may be estimated by
quantifiable evidence of an economic geological resource or reserve, joint
venture expenditure commitments or the Company's assessment of its ability to
sell the property for an amount less than the deferred costs, the property is
written down for the impairment in value.

From
time to time the Company may acquire or dispose of a mineral property interest
pursuant to the terms of an option agreement. As the options are exercisable
entirely at the discretion of the optionee, the amounts payable or receivable
are not recorded. Option payments are recorded as property costs or recoveries
when the payments are made or received.



Capitalized
costs are depleted over the useful lives of the properties upon commencement of
commercial production or written off if the properties are abandoned or the
claims allowed to lapse.



Canadian
GAAP as set out in the CICA Handbook defines Mineral Properties to be tangible
assets. Recent standards for business combinations however, refer to mineral use
rights as an example of contract-based intangibles without removing the
definition that categorizes them as tangible assets. As disclosed above, the
Company has classified these assets as Mineral Property tangible assets in
accordance with its interpretation of Canadian GAAP.

The
Company has determined that under Canadian GAAP it is not required to account
for its contract based mining assets as intangible assets and therefore
continues to account for them as tangible assets.  Although the Company
believes its accounting policy for contract based mining assets is appropriate
and consistent with Canadian GAAP, there is an alternative interpretation of
Canadian GAAP that would consider them to be intangible assets.

This
alternative interpretation would provide for the capitalization of a contract
based mining asset as an intangible asset at its fair value at the time it was
acquired, either as an individual asset purchase or as part of a business
combination.  For exploration stage mineral interests such as those owned
by the Company, the excess of the carrying value over the residual value of the
intangible assets would be amortized on a straight-line basis over the period in
which the Company expected to: (a) complete its exploration process or (b)
convert, develop or further explore the underlying properties.  For the
Company, a reasonable estimate of this amortization period would be from 4 to 11
years.



-
3 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







3.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



It
is possible that the CICA may provide additional guidance in the future that
would serve to clarify and/or alter the present guidance available.  Such
future guidance (if provided) may result in changes to the Company's current
method of accounting for its contract based mining assets.  Unless such
alternative guidance is provided, the Company expects to continue accounting for
these assets as tangible assets.



If
the Company did account for its contract based mining assets as intangible
assets and amortized these intangibles assets on a straight-line basis over the
period in which the Company expected to: (a) complete its exploration process or
(b) convert, develop or further explore the underlying properties, the Company's
financial statements would change as follows:

For
        the
        Cumulative
        Period from Inception to
        December
        31,
        2003
      For
        the Year
        Ended
        December
        31, 2003
        Increase
        (Decrease)
      For
        the Year
        Ended
        December
        31, 2002
        Increase
        (Decrease)
      For
        the Year
        Ended
        December
        31, 2001
        Increase
        (Decrease)Mineral
        properties
      $(237,985)
      $(237,985)
      $(37,875)
      $nilShareholders'
        equity
      $(237,985)
      $(237,985)
      $(37,875)
      $nilAmortization
        expense
      $237,985
      $200,110
      $37,875
      $nilLoss
        for the period
      $237,985
      $200,110
      $37,875
      $nil




Although
the Company has taken steps to verify the title to mineral properties in which
it has an interest, in accordance with industry standards for the current stage
of exploration of such properties, these procedures do not guarantee the Company's
title. Property title may be subject to unregistered prior agreements or
transfers and title may be affected by undetected defects.



(f)

Foreign
currency translation



Certain
of the company's subsidiaries are integrated foreign operations.
 Monetary items are translated at the exchange rate in effect at the
balance sheet date; non-monetary items are translated at historical exchange
rates; revenue and expense items are translated at the average rate of exchange
for the period.  The net foreign currency gain or loss is included in the
statement of operations.



(g)

Stock
based compensation



Effective
January 1, 2003, the Company adopted the new recommendations of the Canadian
Institute of Chartered Accountants Handbook Section 3870, Stock-based
Compensation and other Stock-based Payments.  The new recommendations have
been applied prospectively to all stock-based payments to employees and
non-employees granted on or after January 1, 2003.  The change in
accounting policy did not result in any adjustment to the Company's opening
deficit balance.



-
4 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







3.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



The
Company follows the fair value method for recording compensation for all awards
made to non-employees including stock appreciation rights, direct awards of
stock and awards that call for settlement in cash or other assets.



Prior
to January 1, 2003, the Company elected not to follow the fair value based
method of accounting for stock options granted to directors and employees.
 No compensation expense was recognized when stock options were granted if
the exercise price of the stock options granted was at market value.  Any
consideration paid by directors and employees on exercise of stock options or
purchase of shares was credited to share capital.  Additional disclosure of
the effects of accounting for stock-based compensation to directors and
employees as compensation expense, using the fair value based method, was
disclosed as pro-forma information.





(h)

Income
taxes



The
Company follows the asset and liability method of accounting for income taxes.
 Under this method, current income taxes are recognized for the estimated
income taxes payable for the period.  Future income tax assets and
liabilities are recognized in the period for temporary differences between the
tax and accounting bases of assets and liabilities as well as for the benefit of
losses carried forward to future years for tax purposes.



Future
income tax assets and liabilities are measured using substantively enacted tax
rates and laws expected to apply in the years in which temporary differences are
expected to be recovered or settled.  The effect of a change in tax rates
on future income tax assets and liabilities is recognized in operations in the
period that includes the substantive enactment date.  A valuation allowance
is recognized to the extent it is considered not likely that future income tax
assets will be realized.



(i)

Loss
per share



Loss
per share is calculated using the weighted average number of shares outstanding.
 The Company uses the treasury stock method to calculated the fully diluted
earnings per share.  Under this method, all options whose average exercise
price is less than or equal to the average share price for the year are assumed
to be exercised and all convertible securities are assumed to be converted at
the average share price during the period.  Also under this standard,
certain shares that are considered contingently issuable, such as escrowed
shares subject to release based on performance criteria, are excluded from the
calculation of weighted average common shares outstanding.  Fully diluted
per share amounts are not presented in fiscal 2003 as the effect of outstanding
options and warrants is anti-dilutive.



-
5 -

---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





3.

SIGNIFICANT
ACCOUNTING POLICIES (continued)



(j)

Environmental
protection practices



The
Company is subject to the laws and regulations relating to environmental matters
in all jurisdictions in which it operates, including provisions relating to
property reclamation, discharge of hazardous material and other matters.
 The Company may also be held liable should environmental problems be
discovered that were caused by former owners and operators of its properties and
properties in which it has previously had an interest.

The
Company conducts its mineral exploration activities in compliance with
applicable environmental protection legislation. The Company is not aware of any
existing environmental problems related to any of its current or former
properties that may result in material liability to the Company.



(k)

Capital
stock issued for other than cash



Capital
stock issued for other than cash is valued at the price at which the stock
traded on the principal stock exchange on which the stock trades at the time the
related agreement to issue stock is made or, if such issuance is at the option
of the Company, at the time the Company determines to issue such stock.
 Where capital stock is issued for other than cash and the number of shares
is sufficiently large that the quoted market value per share may not represent
an appropriate value to be assigned to such issue, the issued shares are valued
at an amount equal to the fair market value of the consideration received for
such issuance, or, in the absence of a determinable fair market value, at the
net book value of the net assets acquired.



(l)

Comparative
amounts



Pursuant
to accounting guidelines for a reverse take-over, the comparative amounts
presented in the consolidated balance sheet are based on the audited financial
statements of CRS as at December 31, 2002.  The comparative amounts
presented in the consolidated statements of operations and deficit and the
consolidated statements of cash flows are based on the audited financial
statements of CRS for the year ended December 31, 2002 and for the period
from inception on October 3, 2001 to December 31, 2001.



4.

ACQUISITION



On
May 23, 2003, LCC acquired 100% of the outstanding securities of CRS, consisting
of common shares and warrants to purchase CRS shares.  As the former
shareholders of CRS held, directly or indirectly, a majority of the outstanding
shares of LCC following the acquisition, CRS has been identified as the acquirer
of LCC in the business combination and the transaction has been accounted for as
a reverse take-over using the purchase method of accounting.  Accordingly,
 LCC has been deemed to issue 8,187,501 common shares, 5,657,500 warrants,
and 53,667 stock options at an estimated fair value aggregating $353,780, based
on the fair values of the net assets of LCC deemed to have been acquired by CRS.



The
following table summarizes the allocation of the aggregate purchase price of the
net identifiable assets of LCC deemed to be acquired by CRS on May 22, 2003:





-
6 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







4.

ACQUISITION
 (continued)



AllocationNet
        Identifiable assets acquiredCurrent
        assets
      $
      450,299Less:
        payables and accruals
      
      4,830$
      445,469Consideration8,187,501
        LCC common shares
      $
      227,9005,657,500
        LCC warrants
      
      105,88053,667
        LCC options
      
      20,000Acquisition
        costs
      
      353,780$
      445,469




5.

EQUIPMENT

2003
      
      2002Cost
      
      Accumulated
        Amortization
      
      Net
        Book Value
      
      Net
        Book
        ValueFurniture
        and computer equipment
      $
        44,390
      
      $
        5,578
      
      $
        38,812
      
      $
        -




6.

MINERAL
PROPERTIES



At
December 31, 2003, the Company's mineral properties are comprised of properties
located in North and South America.



Canada
      Argentina
      Peru
      Chile
      TotalBalance,
        December 31, 2001
      $
        -
      $
        -
      $
        -
      $
        -
      $
        -Property
        acquisition costs
      960,729
      57,924
      -
      -
      1,018,653Balance,
        December 31, 2002
      960,729
      57,924
      -
      -
      1,018,653Property
        acquisition costs
      116,427
      753,261
      165,889
      3,084,830
      4,120,407Property
        exploration costsGeological
      26,463
      53,284
      38,327
      106,763
      224,837Taxes
        and filing fees
      32,703
      28,265
      24,035
      26,602
      111,605Project
        management
      28,000
      6,000
      6,000
      36,380
      76,380Field
        office and administration
      -
      42,552
      5,734
      3,773
      52,059Maps
        and reports
      10,524
      8,607
      3,972
      -
      23,103Travel
        and accommodation
      7,553
      1,727
      5,163
      2,371
      16,814Sample
        analysis
      2,110
      -
      248
      6,126
      8,484Value
        added tax
      -
      849
      1,278
      -
      2,127Recoveries
      (6,386)
      -
      -
      -
      (6,386)Net
        additions during year
      217,394
      894,545
      250,646
      3,266,845
      4,629,430Written-off
      (49,491)
      -
      -
      -
      (49,491)Balance,
        December 31, 2003
      $1,128,632
      $
        952,469
      $
        250,646
      $3,266,845
      $
        5,598,592






-
7 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







6.

MINERAL
PROPERTIES  (continued)



Canada



Casino
      Redstone
      Hushamu
      OK
      TotalBalance,
        December 31, 2001
      $
        -
      $
        -
      $
        -
      $
        -
      $
        -Property
        acquisition costs
      55,000
      762,565
      143,164
      -
      960,729Balance,
        December 31, 2002
      55,000
      762,565
      143,164
      -
      960,729Property
        acquisition costs
      104,602
      -
      1,825
      10,000
      116,427Property
        exploration costsTaxes
        and filing fees
      2,415
      27,980
      -
      2,308
      32,703Project
        management
      6,000
      6,000
      6,000
      10,000
      28,000Geological
      -
      -
      3,290
      23,173
      26,463Maps
        and reports
      4,435
      -
      4,187
      1,902
      10,524Travel
        and accommodation
      -
      -
      1,169
      6,384
      7,553Sample
        analysis
      -
      -
      -
      2,110
      2,110Recoveries
      -
      -
      -
      (6,386)
      (6,386)Net
        additions during year
      117,452
      33,980
      16,471
      49,491
      217,394Write-off
      -
      -
      -
      49,491
      (49,491)Balance,
        December 31, 2003
      $
        172,452
      $
        796,545
      $
        159,635
      $
        -
      $
        1,128,632




(a)

Casino
Property



The
Casino property encompasses 161 mining claims, all of which are subject to a 5%
net profits royalty.  A third party has a pre-existing option to purchase
55 of the claims for $1 and a 10% net profits royalty.



Pursuant
to an agreement dated July 15, 2002 with Great Basin Gold Ltd. the Company
acquired an option to purchase a 100% interest in the Casino Deposit claim group
located in the Whitehorse Mining Division, Yukon Territory, Canada.  The
option may be exercised at any time until July 15, 2007 by paying $1,000,000 to
Great Basin.  Until it is exercised or it expires, the option can be
maintained in good standing by:



(i)

issuing
100,000 shares of the Company on the date its shares are listed for trading on a
stock exchange (the "Listing Date") or paying $50,000 cash should the
Company not be listed by December 31, 2002 ($50,000 paid in 2002);



(ii)

issuing
warrants to purchase 100,000 shares of the Company exercisable at a price of
 $1.80 per share on or before May 23, 2005 (issued at an ascribed fair
value of $104,602 during 2003);



(iii)

issuing
a warrant to purchase another 100,000 shares of the Company on May 23, 2004 at
the maximum discount price possible, exercisable for a period of two years;



(iv)

issuing
a warrant to purchase another 100,000 shares of the Company on May 23, 2005 at
the maximum discount price possible, exercisable for a period of two years;





-
8 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





6.

MINERAL
PROPERTIES  (continued)



(b)

Redstone
Property



The
Redstone Property consists of 5 mineral leases expiring in 2013 covering 60
units and 5,662 hectares in the Coates Lake area of the Northwest Territories,
Canada.



Pursuant
to an agreement dated September 24, 2002 with Redstone Resources Inc., a unit of
Newmont Mining Corporation, the Company acquired a 100% interest in the Redstone
Property by agreeing to pay:



(i)

US
$100,000 cash on closing (paid in 2002);



(ii)

US
$100,000 cash on March 24, 2003 (paid in 2003);



(iii)

US
$300,000 cash on March 24, 2004; and



(iv)

A
net smelter returns royalty ranging from 3% to 4%, depending on the prevailing
commodity price of copper.



A
debenture for US $400,000 bearing interest at 0% if payments are made on time,
and  at 15% if a payment is late, dated September 24, 2002, secured by the
Redstone Property, was issued to Redstone Resources Inc. as security for the
Company's obligations under the agreement.  The Company is current in its
obligations under this debenture.



(c)

Hushamu
Property



The
Hushamu property consists of 144 mineral claims located on northern Vancouver
Island, British Columbia.



Pursuant
to an agreement dated August 21, 2002 with Itech Capital Corp. ("ITECH"),
the Company agreed to acquire all the shares of Moraga Resources Ltd. ("Moraga"),
a British Columbia company, in consideration of cash payments in the aggregate
of $110,000 (paid in 2002).



In
addition, the Company paid ITECH interest at the rate of 5% per annum,
calculated monthly, on balances owing from August 22, 2002; reimbursed ITECH for
specified expenses aggregating $15,692; and must pay ITECH another $1,000,000 if
a decision is made to place the Hushamu property into production.  The
Hushamu property interest is subject to a 10% Net Profits Royalty payable to a
third party.



The
only material asset of Moraga as at August 22, 2002 was the Hushamu property
interest which was reflected on Moraga's books at the nominal value of $1.
 Moraga had no material liabilities.  The acquisition costs of Moraga,
consisting of the cash payments aggregating $110,000, the specific expenses
identified for reimbursement aggregating $15,692 and other costs associated with
the acquisition have been capitalized as the Hushamu property interest.



-
9 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





6.

MINERAL
PROPERTIES  (continued)



(d)

OK
Property



Pursuant
to an agreement dated April 24, 2003, the Company was granted an option by
Eastfield Resources Ltd. ("Eastfield") to earn an 80% interest in 7 mineral
claims located near Powell River, British Columbia in consideration of a total
of $330,000 ($10,000 paid) in cash payments and incurring a total of $600,000 in
exploration expenditures on the property, to be paid and expended to April 24,
2009.  Upon earning an 80% interest in the property, the Company could
purchase the remaining 20% interest for $1,000,000.



Subsequent
to December 31, 2003, the Company terminated the option on the property.
 An aggregate $49,491 of acquisition and exploration costs have been
written off.



Argentina



Taca
        Taca
      San
        Jorge
      TotalBalance,
        December 31, 2001
      
      
      $
        -
      $
        -
      $
        -Property
        acquisition costs
      
      
      57,924
      -
      57,924Balance,
        December 31, 2002
      
      
      57,924
      -
      57,924Property
        acquisition costs
      
      
      343,235
      410,026
      753,261Property
        exploration costsGeological
      
      
      26,426
      26,858
      53,284Field
        office and administration
      
      
      42,552
      -
      42,552Taxes
        and filing fees
      
      
      27,495
      770
      28,265Maps
        and reports
      
      
      1,612
      6,995
      8,607Project
        management
      
      
      6,000
      -
      6,000Travel
        and accommodation
      
      
      1,727
      -
      1,727Value
        added tax
      
      
      -
      849
      849Additions
        during year
      
      
      449,047
      445,498
      894,545Balance,
        December 31, 2003
      
      
      $
        506,971
      $
        445,498
      $
        952,469




(e)

Taca
Taca Property



Pursuant
to an agreement dated October 7, 2002 the Company paid Corriente Resources Inc.
a non-refundable deposit of US $25,000 towards the purchase of all the
issued and outstanding shares of Corriente Argentina SA ("Corriente").
 The Company also incurred legal and consulting fees related to this
acquisition.  Corriente is the beneficial holder of the Taca Taca mining
rights, located in the Salta Province, northwestern Argentina.



-
10 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







6.

MINERAL
PROPERTIES  (continued)



The
purchase price agreed is as follows:



(i)

US
$25,000 on closing (paid in 2002);



(ii)

US
$25,000 and 100,000 of the Company's shares on the first anniversary of the
agreement date (paid and issued during 2003);



(iii)

100,000
of the Company's shares on the second and third anniversaries of the agreement
date;



(iv)

US
$100,000 on the fourth anniversary of the agreement date;



(v)

US
$1,000,000 on the fifth anniversary of the agreement date.



Should
the acquisition be completed, it will be accounted for as an asset purchase.
 The property is subject to a 1.5% net smelter returns royalty in favour of
eight individuals.



(f)

San
Jorge Property



Pursuant
to an agreement dated September 3, 2003, the Company acquired 100% of the shares
of Minera San Jorge S.A. ("San Jorge"), a company incorporated under the
laws of Argentina, in consideration of a cash payment of US$200,000 (paid in
2003) and issuing common shares of the Company valued at US$100,000 (81,875
shares issued).  San Jorge is the beneficial holder of the San Jorge
property, which consists of 2 mining concessions and 44 mining estacas (444.6
hectares) located in the Las Heras department of the Province of Mendoza,
Argentina.



Peru



Galeno
      Pashpap
      TotalBalance,
        December 31, 2002
      
      
      $
        -
      $
        -
      $
        -Property
        acquisition costs
      
      
      138,035
      27,854
      165,889Property
        exploration costsGeological
      
      
      18,390
      19,936
      38,326Taxes
        and filing fees
      
      
      11,171
      12,865
      24,036Project
        management
      
      
      6,000
      -
      6,000Field
        office and administration
      
      
      2,877
      2,857
      5,734Travel
        and accommodation
      
      
      2,954
      2,208
      5,162Maps
        and reports
      
      
      2,409
      1,564
      3,973Value
        added tax
      
      
      573
      705
      1,278Sample
        analysis
      
      
      -
      248
      248Balance,
        December 31, 2003
      
      
      $
        182,409
      $
        68,237
      $
        250,646




-
11 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





6.

MINERAL
PROPERTIES  (continued)



(g)

Galeno
Property



Pursuant
to an agreement dated April 25, 2003 with La Asuncion Negociadora Minera SAC
(ASUMIN), the Company was granted an option to acquire a 100% interest in the
Galeno Copper-Gold Property located in northern Peru. The property consists of 4
mining concessions covering an area of approximately 1,348 hectares.
 Consideration for the acquisition is an aggregate of US $2,000,000 in
cash payments, payable as follows:



Cash
        Payments
      
      Due DateUS
        $
        10,000
      
      Upon signing
        (paid in 2003)US
        $
        20,000
      
      July 25, 2003
        (paid in 2003)US
        $
        50,000
      
      October 25, 2003
        (paid in 2003)US
        $
        100,000
      
      April 25, 2004US
        $
        300,000
      
      April 25, 2005US
        $
        400,000
      
      April 25, 2006US
        $
        1,120,000
      
      April 25, 2007




The
2004 to 2007 payments are subject to reductions ranging from 20% to 50%
depending on the average price of copper, based on the three month London Metal
Exchange average price should the average price of copper be less than $1 per
pound.  50% of the payment due in 2004 and 100% of the 2005 to 2007
payments may be made in shares of LCC.  The payment due on April 25, 2007
may be deferred for up to three years provided payments of US $100,000 (the
"penalty payments") are made at each of April 25, 2007, 2008 and 2009, with
50% of each of those payments being applied against the amount of the deferred
payment.



Should
the option be exercised, the Company will be required to make bonus payments of
US $250,000 upon completion of a positive feasibility, a further
US $250,000 upon commencement of a new mine construction and a final
payment of US $1,300,000 one year after the commencement of commercial
production.



(h)

Pashpap
Property



The
Company acquired eight copper concessions located in northern Peru for the cost
of staking.







-
12 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





6.

MINERAL
PROPERTIES  (continued)



Chile



Regalito
      Vizcachitas
      Relincho
      TotalBalance,
        December 31, 2002
      
      $
        -
      $
        -
      $
        -
      $
        -Property
        acquisition costs
      
      19,255
      3,060,816
      4,759
      3,084,830Property
        exploration costsGeological
      
      17,900
      45,034
      43,829
      106,763Project
        management
      
      36,380
      -
      -
      36,380Taxes
        and filing fees
      
      26,602
      -
      -
      26,602Sample
        analysis
      
      -
      -
      6,126
      6,126Field
        office and administration
      
      3,773
      -
      -
      3,773Travel
        and accommodation
      
      1,899
      236
      236
      2,371Balance,
        December 31, 2003
      
      $
        105,809
      $
        3,106,086
      $
        54,950
      $3,266,845




(i)

Regalito
Property



Pursuant
to a letter of intent executed on October 16, 2003, the Company was granted the
right to acquire a 100% interest in the Regalito Property, consisting of 4,158
hectares located in the 3rd region of Chile.  In consideration
for the acquisition, the Company will make cash payments in the aggregate of
US$900,000 over an 8 year period as follows:



Committed
        Cash
        Payments
      Potential
        Cash
        Payments
      Due
        DateUS
        $
        25,000
      US
        $
        200,000
      October 16, 2004US
        $
        50,000
      US
        $
        200,000
      October 16, 2005US
        $
        75,000
      US
        $
        200,000
      October 16, 2006US
        $
        100,000
      US
        $
        200,000
      October 16, 2007US
        $
        125,000
      US
        $
        200,000
      October 16, 2008US
        $
        150,000
      US
        $
        200,000
      October 16, 2009US
        $
        175,000
      US
        $
        200,000
      October 16, 2010US
        $
        200,000
      US
        $
        200,000
      October 16, 2011




In
the event copper prices exceed $1.00 per pound for an entire calendar year at
any time during the 8 year period, the Company shall pay a minimum of US$200,000
in respect of the payment required for that year.  After the 8th
year of the agreement, should the price of copper exceed $1.00 per pound for any
entire calendar year, the Company will pay advance payments of US$200,000 per
year until the commencement of commercial production and thereafter, the Company
will pay a net smelter royalty of 1% to 3% depending on the price of copper.
 Upon achieving commercial production, should the royalty payment in the
first calendar year exceed US$200,000, the Company may deduct from the royalty
payment 50% of the amount in excess of US$200,000 and apply this amount against
the accumulated advance payments in each succeeding year until the accumulated
advance payments have been fully offset.  The Company must also pay certain
current and past annual concession maintenance payments in the aggregate of
US$53,000 and is also responsible for the payment of all future annual
concession maintenance payments on the property.



-
13 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





6.

MINERAL
PROPERTIES  (continued)



(j)

Vizcachitas
Property



Pursuant
to an agreement dated October 28, 2003, the Company acquired 100% of the shares
of Compania Minera Vizcachitas Holdings, a company incorporated under the laws
of Chile, in consideration for the issuance of 500,000 common shares of the
Company (issued) and 500,000 warrants (issued) to acquire up to an additional
500,000 common shares at $3.20 per share until December 19, 2007.



In
the event the combined value of the shares and the warrants does not exceed $5
million during the 48 month period from the closing date of the agreement, then
on expiry of the warrants, the Company shall pay the vendors the difference
between the combined value and $5 million.  Should the Company not fulfill
the payment obligation at that time, all rights, title and interest to the
property will revert to the vendor.



Compania
Minera Vizcachitas Holdings is the beneficial holder of the Vizcachitas
Property, which is located near Santiago, Chile and consists of 19 exploration
concessions.



The
acquisition has been recorded as an asset purchase.



(k)

Relincho
Property



Pursuant
to an agreement dated December 10, 2003, the Company was granted an option to
acquire a 100% interest in the Relincho Property consisting of certain mining
rights located in the 3rd region of Chile in consideration of
payments in the aggregate of US$6,000,000 payable as follows:



(i)

US$1,000,000
(paid subsequent to the year end); and





(ii)

US$5,000,000
on or before January 9, 2007, payable at the Company's option in cash or
shares.



The
mining rights are subject to mortgages registered against their titles in favour
of the former owners of the property.  Certain of the mining rights
comprising the property are also subject to a 2% net smelter return royalty.



-
14 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





7.

RELATED
PARTY TRANSACTIONS



(a)

The
amount due to related parties at December 31, 2002 consisted of $267,233 of
advances from shareholders and was paid in full in September, 2003.  These
advances were non-interest bearing and unsecured.





(b)

Company paid $125,000 (2002 and 2001 - nil) for management and geological
consulting services
to a director and a company controlled by a director.  As at
December 31, 2003 accounts payable include $5,796 (2002 - nil) of these
fees.





(c)

The
Company paid $5,000 (2002 and 2001- nil) to a company that employs a former
director of the Company for the rental of office premises.



8.

MINERAL
PROPERTY PURCHASE OBLIGATIONS



2003
      
      2002Balance
        owing in respect of the acquisition of the Hushamu Property (Note 6(c))
        bearing interest at 5% per annum repaid April 15, 2003
      
      $
      -
      
      $
      50,000Balance
        owing in respect of the acquisition of the Redstone Property
        (Note 6(b)), secured by a debenture bearing interest at 0% per
        annum, unless a required payment is late in which case interest at the
        rate of 15% per annum is charged from and after the due date.-
        Due
        March 24, 2003 - US $100,000
      
      
      
      
      -
      
      
      157,760-
        Due
        March 24, 2004 - US $300,000
      
      
      
      
      388,950
      
      
      473,280388,950
      
      
      681,040Less:
         imputed interest at 7.50%
        per
        annum
      
      
      
      
      (6,612)
      
      
      (36,061)382,338
      
      
      644,979Less:
         current portion
      
      
      
      
      382,338
      
      
      (207,760)$
      -
      
      $
      437,219




During
2003, the Company recorded a foreign exchange gain of $60,181 on the translation
of the balance owing in Canadian dollars.  This gain has been reported in
the results of operations for the year.





-
15 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





9.

SHARE
CAPITAL



Pursuant
to the guidelines for reverse take-over accounting, the number of shares
authorized, issued and outstanding disclosed below are those of LCC.  The
dollar amounts ascribed to the shares outstanding represent the value of the
outstanding shares of CRS plus the value of LCC shares issued subsequent to the
date of completion of the acquisition.



(a)

Authorized



100,000,000
common shares without par value

100,000,000
preferred shares without par value



(b)

Issued
and outstanding



Number
        of
        Shares
      
      
      AmountCommon
        shares:Share
        capital of FTV at May 22, 2003
      7,687,000
      
      $
      660,821One-for-ten
        share consolidation
      (6,918,300)
      
      
      -768,700
      
      
      660,821Elimination
        of FTV capital on application of reverse take-over accounting
      -
      
      
      (660,821)Share
        capital of CRS, May 22, 2003
      -
      
      
      6,370,469Issued
        to acquire all the outstanding common
        shares
        of CRS (Note 4)
      8,187,501
      
      
      227,900Balance upon
        completion of reverse takeover
      8,956,201
      
      
      6,598,369Issued
        for cash:Private
        placement, net of issue costs (Note 9(c))
      500,000
      
      
      289,075Issued for cash
        and other considerationExercise
        of options (Note 10(b))-
        for cash
      10,000
      
      
      16,500-
        fair value of options exercised
      -
      
      
      7,805Exercise
        of warrants (Note 11)-
        for cash
      1,223,375
      
      
      1,865,063-
        fair value of warrants exercised
      -
      
      
      172,191Issued for
        mineral properties (Note 6)
      681,875
      
      
      2,426,000Recognition of
        compensation expense (Note 9(e))
      -
      
      
      148,000Balance,
        December 31, 2003
      11,371,451
      
      $
      11,523,003




-
16 -







---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







9.

SHARE
CAPITAL  (continued)



(c)

Private
Placement



In
conjunction with the completion of its qualifying transaction (Note 1), LCC
completed a private placement on May 27, 2003 and issued 500,000 units at a
price of $1 per unit for proceeds of $470,575, net of issue costs in the amount
of $29,425.  Each unit consisted of one post-consolidated common share and
one non-transferable share purchase warrant entitling the holder to purchase one
additional post-consolidated common share at a price of $1.50 until May 23,
2005.  The net proceeds have been allocated as $289,075 to the common
shares and $181,500 to the warrants.



(d)

Shares
held in escrow

(i)
        Issued
        into escrow on reverse takeover on May 23, 2003 to be released in
        four instalments of 1,422,000 each in six month intervals commencing May
        23, 2003.
      
      5,688,001(ii)
        Issued
        into escrow under a Voluntary Pooling Agreement in November, 2002.
         One-third of these shares are to be released on each anniversary
        assuming the recipient shareholders continue to be employed by the
        Company.
      
      600,000(iii)
        Released
        from escrow during 2003
      
      (1,622,000)Shares
        in Escrow at December 31, 2003
      
      4,666,001




(e)

Compensation
ExpenseIncluded in the share capital of CRS at May 22, 2003, were 5,060,000
units that were issued for nominal consideration of $0.01 per unit.  Each
unit consisted of one common share and one-half warrant.  One whole warrant
entitles the holder to purchase one additional common share at $1.50 for two
years commencing on the date the Company's shares are publicly traded.
 The Company has recorded the issuance of these units at their fair value
($0.75) on the date that they were issued as follows:





-
17 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







9.

SHARE
CAPITAL  (continued)



Compensation
        ExpenseUnits
      Amount
      2003
      2002(i)
        Units
        issued for services rendered before issuance of units
      4,460,000
      $3,345,000
      $               -
      $3,300,400(ii)
        Issued
        for services to be rendered after issuance.  The compensation
        expense related to the issuance of these units is recognized evenly over
        the period that they are held in escrow under the Voluntary Pooling
        Agreement (Note 9(d)(ii))
      600,000
      6,000
      148,000
      24,667(iii)
        Compensation
        expense related to options issued to non-employees in 2003
        (Note 10(b))
      -
      -
      17,212
      -(iv)
        Compensation
        expense related to options issued to employees and directors in 2003
        (Note 10(b))
      -
      -
      417,175
      -5,060,000
      $3,351,000
      $582,387
      $3,325,067




10.

STOCK
OPTIONS



(a)

Options
Outstanding



Options
to purchase common shares have been granted to directors, employees and
consultants at exercise prices determined by reference to the market value on
the date of the grant.



On
April 23, 2003, LCC received acceptance from the Exchange for a stock option
plan which authorizes the board of directors to grant options for the purchase
of up to 945,620 post-consolidated common shares of LCC.  Options granted
under the plan vest over time at the discretion of the board of directors.



-
18 -

---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







10.

STOCK
OPTIONS  (continued)



Summary
of the Company's stock options as at December 31, 2003 and 2002 and changes
during the years then ended is as follows:



2003
      
      2002Number
        of
        Shares
      
      Weighed
        Average
        Exercise
        Price
      
      Number
        of
        Shares
      
      Weighted
        Average
        Exercise
        PriceOutstanding
        at beginning of year
      -
      
      -
      
      -
      
      -Assumed
        in reverse take over (Note 4)
      53,667
      
      $1.50Granted
      897,533
      
      $2.03
      
      -
      
      -Exercised
      (10,000)
      
      $1.65
      
      -
      
      -Cancelled
      (118,134)
      
      $1.61
      
      -
      
      -Outstanding
        at end of year
      823,066
      
      $2.06
      
      -
      
      -










Options
        Outstanding
      
      Options
        ExercisableNumber
        of
        Shares
      
      Expiry
        Date
      
      Weighted
        Average Exercise Price
      
      Number
        of
        Shares
      
      Weighted
        Average Exercise Price22,533
      
      March 5, 2005
      
      1.50
      
      22,533
      
      1.5025,533
      
      September 5,
        2005
      
      1.50
      
      25,533
      
      1.50550,000
      
      June 6, 2008
      
      1.65
      
      350,000
      
      1.6525,000
      
      August 8, 2008
      
      1.60
      
      12,500
      
      1.60150,000
      
      October 17, 2008
      
      3.20
      
      50,000
      
      3.2050,000
      
      December 17,
        2008
      
      4.00
      
      25,000
      
      4.00823,066
      
      
      
      $2.06
      
      485,566
      
      $1.91






-
19 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





10.

STOCK
OPTIONS  (continued)



(b)

Stock
Based Compensation



Number
        of
      
      
      Fair
        Value AmountOptions
      
      
      Unvested
      
      
      VestedBalance,
        December 31, 2001and 2002
      -
      
      $
      -
      
      $
      -Assumed in
        reverse takeover (Note 4)
      53,667
      
      
      -
      
      
      20,000Granted
        to non-employees
      125,000
      
      
      79,654
      
      
      17,212Granted
        to employees and directors
      772,533
      
      
      395,600
      
      
      417,175Non-employee
        options exercised
      (10,000)
      
      
      -
      
      
      (7,805)Non-employee
        options cancelled
      (90,000)
      
      
      (70,247)
      
      
      -Employee
        options cancelled
      (28,134)
      
      
      -
      
      
      (10,485)823,066
      
      $
      405,007
      
      $
      436,097






The
fair value of stock options used to calculate the compensation expense related
to the stock options issued to employees and non-employees is estimated using
the Black-Scholes Option Pricing Model with the following assumptions:



Weighted
        average:Risk-free
        interest rate
      
      3.06%Expected
        dividend yield
      
      -Expected
        stock price volatility
      
      94%Expected
        option life in years
      
      2






Option
pricing models require the input of highly subjective assumptions including the
expected price volatility.  Changes in the subjective input assumptions can
materially affect the fair value estimate, and therefore the existing models do
not necessarily provide a reliable single measure of the fair value of the
Company's stock options.



-
20 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





11.

WARRANTS



The
following summarizes warrant activity during 2003:



Number
        ofWarrants
      
      
      AmountBalance,
        beginning of year
      -
      
      $
      -Acquired in
        reverse takeover (Note 4)
      5,657,500
      
      
      105,880Issued in
        private placement (Note 9(c))
      500,000
      
      
      181,500Issued
        on acquisition of Casino Property option
        (Note
        6(a)(ii))
      100,000
      
      
      104,602Issued
        in connection with the acquisition of the Vizcachitas property (Note
        6(j))
      500,000
      
      
      1,072,220Warrants
        exercised during the year
      (1,223,375)
      
      
      (172,191)5,534,125
      
      $
      1,292,011




The
fair values of the foregoing warrants have been calculated based on the fair
value of the warrants issued separately or based on the relative fair value of
the shares and warrants issued as units.  The fair value of the warrants
has been calculated using the Black-Scholes Option Pricing Model with the
following assumptions:



Risk-free
        interest rate
      
      3.18%Expected
        dividend yield
      
      -Expected
        stock price volatility
      
      91%Expected
        warrant life in years
      
      2




At
December 31, 2003, the Company has outstanding warrants to purchase an aggregate
5,534,125 common shares of LCC as follows:



Exercise
        Price
      Expiry
        Date
      Outstanding
        at
        December
        31, 2002
      Issued
      Exercised
      Expired/
        Cancelled
      Outstanding
        at
        December
        31,
        2003$1.50
      May
        23, 2005
      -
      5,657,500
      (998,375)
      -
      4,659,125$1.50
      May
        23, 2005
      -
      500,000
      (125,000)
      -
      375,000$1.80
      May
        23, 2005
      -
      100,000
      (100,000)
      -
      -$3.20
      December
        19, 2007
      -
      500,000
      -
      -
      500,000-
      6,757,500
      (1,223,375)
      -
      5,534,125




-
21 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





12.

SUPPLEMENTAL
CASH FLOW INFORMATION



Cumulative
        Period
        from
        Inception
        to
        December 31,
        2003
      
      2003
      
      2002
      
      2001Significant
        non-cash financing and investing activitiesWarrants
        issued for mineral property payments
      $1,176,822
      
      $1,176,822
      
      $
                    -
      
      $
                   -Common
        shares issued for mineral
        property
        payments
      2,426,000
      
      2,426,000
      
      -
      
      -Shares
        issued for subscriptions receivable
      600,000
      
      -
      
      600,000
      
      --Shares
        issued in reverse takeover
      227,900
      
      227,900
      
      -
      
      -Warrants
        issued in reverse takeover
      105,800
      
      105,800
      
      -
      
      -Options
        assumed in reverse takeover
      20,000
      
      20,000
      
      -
      
      -




During
the year ended December 31, 2003, the Company received interest income in the
amount of $46,141 (2002 - nil, 2001 - nil).



13.

COMMITMENT



During
2003, the Company entered into a lease agreement for the rental of office
premises for a five year period to March 31, 2008.  The cost of the entire
premises is shared primarily between the Company and a company related by a
common director.  The Company's proportionate share of minimum annual
rental payments under this arrangement is approximately $18,000.



14.

SEGMENTED
DISCLOSURE



The
Company has one operating segment, mineral exploration, and all capital assets
of the Company are located in Canada except for certain of its mineral
properties, as disclosed in Note 6.



-
22 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







15.

INCOME
TAX



As
at December 31, 2003, the Company has non-capital losses of approximately
$958,500 which may be applied against future income for Canadian income tax
purposes.  The potential future tax benefits of these losses have not been
recorded in these financial statements.  The losses expire as follows:



2010
      $
      760,0002009
      
      132,6002008
      
      47,4002007
      
      18,500$
      958,500




The
reconciliation of income tax provision computed at statutory rates to the
reported income tax provision is as follows:



2003
      2002
      200137.62%
      39.62%
      44.62%Income tax
        benefit computed at Canadian
        statutory
        rates
      $502,903
      $
        1,329,692
      $
                328Foreign tax
        rates different from statutory rate
      (440)
      -
      -Temporary
        differences not recognized in year
      (249,346)
      (1,253,694)
      -Unrecognized tax
        losses
      (253,117)
      (75,998)
      (328)$
                    -
      $
                    -
      $
                    -




Future
income tax assets and liabilities are recognized for temporary differences
between the carrying amount of the balance sheet items and their corresponding
tax values as well as for the benefit of losses available to be carried forward
to future years for tax purposes that are likely to be realized.
  Significant components of the Company's future tax assets and
liabilities, after applying enacted corporate income tax rates, are as follows:



2003
      
      2002
      
      2001Future income
        tax assetsTemporary
        differences in assets
      $
      100,412
      
      $
      -
      
      $
      -Net
        tax losses carried forward
      
      341,406
      
      
      76,326
      
      
      328441,418
      
      
      76,326
      
      
      328Valuation
        allowance for future
        income
        tax assets
      
      (441,418)
      
      
      (76,326)
      
      
      (328)Net future
        income tax assets
      
      -
      
      
      -
      
      
      -Future income
        tax liabilities
      
      -
      
      
      -
      
      
      -Future income
        tax assets, net
      $
      -
      
      $
      -
      
      $
      -




-
23 -







---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





16.

FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT



(a)

Fair
Value



The
Company has various financial instruments including cash, receivables, amounts
due to related parties, and payables and accruals and mineral property purchase
obligations.  It was not practicable to estimate the fair value of the
amounts due to related parties or due to shareholders due to their uncertain
terms of repayment.  The fair value of all other financial instruments
approximates their recorded amounts.



(b)

Foreign
Exchange Risk



The
Company has borrowed money under a note that is denominated in U.S. dollars and
it raises equity predominantly in Canadian dollars.  As such, it is subject
to risk due to fluctuations in the U.S./Canadian exchange rate.  The
Company does not enter into derivative financial instruments to mitigate its
exposure to foreign currency risk.



17.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES



(a)

Mineral
Property Expenditures



These
consolidated financial statements have been prepared in accordance with Canadian
GAAP, which differ from those principles and practices that the Company would
have followed had its financial statements been prepared in accordance with
accounting principles and practices accepted in the United States of America ("U.S.
GAAP"), as described below.



Under
Canadian GAAP, it is acceptable to defer mineral property acquisition costs
until a decision to abandon the property is made, it is determined that the
property does not have economically recoverable reserves or that the Company is
unlikely to pursue exploration activities on the property.  Under U.S.
GAAP, mineral exploration costs are expensed until it can be proven that
economically viable reserves are present on the property and the Company has the
ability and intention to pursue exploitation of these reserves.



In
addition, under U.S. GAAP, mineral interests representing mineral use rights for
parcels of land not owned by the Company are treated as intangible assets.
 The amount capitalized related to a mineral interest represents its fair
value at the time it was acquired, either as an individual asset purchase or as
part of a business combination.



For
exploration stage mineral interests the excess of the carrying value over the
residual value of the intangible assets is amortized on a straight-line basis
over the period in which the corporation expects to: (a) complete its
exploration process or (b) convert, develop or further explore the underlying
properties.  The current amortization period is from 4 to 11 years.



Residual
values for mineral interests at the exploration stage represent the expected
fair value of the interests at the time the corporation plans to convert,
develop, further explore or dispose of the interests.  Residual values are
determined for each individual property.





-
24 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002







17.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



(b)

Income
taxes



Under
Canadian GAAP, future income taxes are calculated based on enacted or
substantially enacted tax rates applicable to future years.  Under U.S.
GAAP, only enacted rates are used in the calculation of future income taxes.
 This GAAP difference did not result in a difference in the financial
position, results of operations or cash flows of the Company for the years ended
December 31, 2003 and 2002 and for the period from inception on October 3, 2001
to December 31, 2001.



(c)

Stock
Based Compensation



As
described in Note 3(h) the Company has adopted the fair value based approach to
Stock Based Compensation under the provisions of CICA 3870 and SFAS No. 148.
 The method of adoption applied by the Company is permissible under both
Canadian and US standards.



Had
the Company followed U.S. GAAP, the effect on its financial statements of the
foregoing differences are set out below.











-
25 -





---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





17.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)





Recent
accounting pronouncements



Costs
associated with exit or disposal activities



In
July 2002, the FASB issued Statement of Financial Accounting Standards No. 146 "Accounting
for Costs Associated with Exit or Disposal Activities" ("FAS 146").
 FAS 146 addresses financial accounting and reporting for costs associated
with exit or disposal activities, and is effective for exit or disposal
activities initiated after December 31, 2002.  FAS 146 nullifies
Emerging Issues Task Force Issue No. 94-3 ("EITF 94-3") Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain costs Incurred in Restructuring).  The
principal



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LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





17.

DIFFERENCES
BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES
 (continued)



difference
between FAS 146 and EITF 94-3 relates to the recognition of a liability for a
cost associated with an exit or disposal activity.  FAS 146 requires that
the cost associated with an exit or disposal activity be recognized when the
liability is incurred, whereas under EITF 94-3 the liability is recognized at
the date of an entity's commitment to an exit plan.  This is
substantially consistent with the CICA EIC Abstract 135, "Accounting for Costs
Associated with Exit and Disposal Activities (including Costs Incurred in a
Restructuring)."  The Company is currently assessing the impact of FAS
146 and EIC Abstract 135 on its financial position and results of operations.



Guarantees



In
November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"), which requires
certain disclosures to be made by a guarantor in its interim and annual
financial statements for periods ending after December 15, 2002 about its
obligations under guarantees.  FIN 45 also requires the recognition of a
liability by a guarantor at the inception of certain guarantees entered into or
modified after December 31, 2003.  FIN 45 requires the guarantor to
recognize a liability for a non-contingent component of  certain
guarantees; that is, it requires the recognition of a liability for the
obligation to stand ready to perform in the event that specified triggering
events or conditions occur.  The initial measurement of this liability is
the fair value of a guarantee at inception.  This is substantially
consistent with the CICA Accounting Guideline AcG-14, Disclosure of Guarantees.
 The Company does not have any guarantees under these standards.



Variable
interest entities



The
Financial Accounting Standards Board (FASB) has published a revision to
Interpretation 46 ("46R") to clarify some of the provisions of FASB
Interpretation No. 46, Consolidation of Variable Interest Entities,
and to exempt certain entities from its requirements.  The additional
guidance is being issued in response to input received from constituents
regarding certain issues arising in implementing Interpretation 46.



Under
the new guidance, special effective date provisions apply to enterprises that
have fully or partially applied Interpretation 46 prior to issuance of this
revised Interpretation.  Otherwise application of Interpretation 46R
(or Interpretation 46) is required in financial statements of public
entities that have interests in securities that are commonly referred to as
special-purpose entities for periods ending after December 15, 2003.
 Application by public entities, other than small business issuers, for all
other types of variable interest entities is required in financial statements
for periods ending after March 15, 2004.  Application by small business
issuers to variable interest entities other than special-purpose entities and by
nonpublic entities to all types of variable interest entities is required at
various dates in 2004 and 2005.  In some instances enterprises have the
option of applying or continuing to apply Interpretation 46 for a short
period of time before applying this revised Interpretation.  The Company
believes that adoption of Interpretation 46 will have no effect on its
financial statements.





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27 -



---

LUMINA COPPER CORP.

(An
Exploration Stage Enterprise)

(formerly
First Trimark Ventures Inc.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2003 and 2002





18.

SUBSEQUENT
EVENTS



(a)

In
January, 2004 the Company completed a private placement and issued 2,030,200
units at a price of $4.25 per unit for proceeds of $8,146,476, net of agent's
fees and other issue costs in the amount of $481,874.  Each unit consisted
of one common share and one-half share purchase warrant with each whole warrant
exercisable to acquire one additional common share at a price of $5.50 to
January 8, 2006.



(b)

The
Company issued 316,533 common shares for cash proceeds of $482,300 pursuant to
the exercise of warrants and options.



(c)

On
February 24, 2004, the Company entered into agreements to acquire all of the
shares of two Peruvian companies which, collectively, own a 100% interest in the
El Molino mining concession.  Consideration for the acquisition is
US$300,000 payable upon the closing of the transaction.  The vendors retain
a net profits interest in the property of up to 20% depending upon the timing of
production from the concession, which interest will convert to a 1% net smelter
royalty should production commence subsequent to December 31, 2006.  The
closing of the transaction is subject to the fulfillment of certain terms and
conditions as well as obtaining regulatory acceptance for the transaction.



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