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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F

ENTOURAGE MINING LTD.

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

OR

**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

OR

** ̈******TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934, for the transition period from

ENTOURAGE MINING LTD.
  (Exact name of registrant as specific in its charter)

Province of British Columbia, Canada 
  (Jurisdiction of incorporation or organization)

525 Seymour Street Suite 212Vancouver, British Columbia, Canada V6B 3H7
  (Address of principal executive offices, including Postal Code)

Registrant's area code and telephone number: 778-893-4471

Securities to be registered pursuant to Section 12(g) of
  the Act: None

Title of each class: Common Stock without par value

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

Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common stock as of the close of the period covered by
  the annual report - 15,130,005 shares of common stock

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. **x****** YES ** ̈******
  NO

Indicate by check mark which financial statement item the registrant
  has elected to follow: ** ̈******
  ITEM 17    **x******
  ITEM 18

(APPLICABLE ONLY TO REGISTRANTS 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 Sections 12, 13, or 15(d) of the
  Securities Exchange Act of 1934 subsequent to the distribution of securities
  under a plan confirmed by a court.**x******
  YES ** ̈******
  NO

EXHIBIT INDEX BEGINS ON PAGE  48

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Table of Contents

|           |                                                                                    | Page
|---------- | ---------------------------------------------------------------------------------- | ----
|Part I     |                                                                                   
|           |                                                                                    |     
|Item 1.    | Identity of Directors, Senior
      Management and Advisors                        | 3   
|Item 2.    | Offer Statistics and Expected
      Timetable                                      | 4   
|Item 3.    | Key Information                                                                    | 4   
|Item 4.    | Information on the Company                                                         | 10  
|Item 5.    | Operating and Financial Review
      and Prospects                                 | 26  
|Item 6.    | Directors, Senior Management
      and Employees                                   | 28  
|Item 7.    | Major Shareholders and Related
      Party Transactions                            | 32  
|Item 8.    | Financial Information                                                              | 33  
|Item 9.    | The Offer and Listing                                                              | 34  
|Item 10.   | Additional Information                                                             | 35  
|Item 11.   | Quantitative and Qualitative
      Disclosure about Market Risk                    | 41  
|Item 12.   | Description of Securities Other
      than Equity Securities                       | 42  
|           |                                                                                    |     
|Part II    |                                                                                   
|           |                                                                                    |     
|Item 13.   | Defaults, Dividend Arrearages
      and Delinquencies                              | 42  
|Item 14.   | Material Modifications to
      the Rights of Security Holders and Use of Proceeds | 43  
|Item 15.   | Controls and Procedures                                                            | 43  
|Item 16.   | Reserved                                                                           | 43  
|Item 16A.  | Audit Committee Financial Expert                                                   | 43  
|Item 16B.  | Code of Ethics                                                                     | 43  
|Item 16C.  | Principal Accountant Fees
      and Services                                       | 47  
|           |                                                                                    |     
|Part III   |                                                                                   
|           |                                                                                    |     
|Item 17    | Financial Statements                                                               | 47  
|Item 18.   | Financial Statements                                                               | 47  
|Item 19.   | Exhibits                                                                           | 48  
|           |                                                                                    |     
|Signatures | 49                                                                                

2

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ITEM 1.         IDENTITY OF
  DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

3

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ITEM 2.         OFFER
  STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.         KEY
  INFORMATION

A.         SELECTED
  FINANCIAL DATA

Selected Consolidated Financial Data

The
  selected historical data presented below has been derived from our financial
  statements. The financial statements for the periods ending December 31,2003,
  2002, 2001, 2000 and 1999. have been audited Morgan & Company, Chartered
  Accountants.

Our
  financial statements are presented in Canadian dollars and have been prepared
  in accordance with generally accepted accounting principles in the United States
  of America ("U.S. GAAP").

The
  following table summarizes certain financial information and should be read
  in conjunction with the financial information in Item 5. We have not declared
  a dividend during the three months ended March 31, 2004 or the five years ended
  December 31, 2003, 2002, 2001, 2000 and 1999. There were no fluctuations in
  revenues and net income (loss) between the periods stated in the table below
  since we were inoperative during the applicable years. For the reasons set forth
  herein the information shown below may not be indicative of our future results
  of operation.

Condensed Statements of Operations for the three months
  ended March 31, 2003 and the five years ended December 31, 2003:

|               | For the three months |   |                                 |   |          |   |       |   |         |   |         |  
|-------------- | -------------------- | - | ------------------------------- | - | -------- | - | ----- | - | ------- | - | ------- | -
|               | ended March 31,      |   | For the years ended December 31 |  
|               |                      |   |                                 |   |          |   |       |   |         |   |         |  
|               | 2004                 |   | 2003                            |   | 2003     |   | 2002  |   | 2001    |   | 2000    |  
|PER U.S. GAAP  |                      |   |                                 |   |          |   |       |   |         |   |         |  
|Revenues       | Nil                  |   | Nil                             |   | Nil      |   | Nil   |   | Nil     |   | Nil     |  
|Net Loss       | (37,719              | ) | (24,747                         | ) | (319,515 | ) |       |   | (58,749 | ) | (66,855 | )
|Loss per share | (0.01                | ) | (0.01                           | ) | (0.04    | ) | (0.01 | ) | (0.01   | ) | (0.01   | )

Note: Diluted loss per share has not been presented as the effect on basic loss per share would be anti-dilutive.

4

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Condensed Balance Sheet Information for the three months ended March 31, 2004 and the five years ended December 31, 2003

|                              | As at March 31, | As at December 31,
|----------------------------- | --------------- | ------------------
|                              | 2004            | 2003              
|PER U.S. GAAP                 |                 |                   
|Total Assets                  | 23,972          | 186,546           
|Net Working Capital (Deficit) | -239,583        | -186,546          
|Shareholders' Deficiency      | -239,583        | -186,546          
|Weighted Average Number       | 15,732,889      | 9,130,005         

Exchange Rates


The
  following table sets forth the rate of exchange for the Canadian Dollar at the
  end of the five most recent fiscal periods ended December 31, the average rates
  for the period. Exchange rates are also disclosed for the preceding six monthly
  periods.

|Months  | C$ to US$
|------- | ---------
|Jan 04  | 1.296    
|Feb 04  | 1.329    
|Mar 04  | 1.328    
|Apr 04  | 1.342    
|May 04  | 1.378    
|June 04 | 1.358    

|Years Ending | C$ to US$
|------------ | ---------
|Dec 2003     | 1.401    
|Dec 2002     | 1.570    
|Dec 2001     | 1.548    
|Dec 2000     | 1.485    
|Dec 1999     | 1.486    

For
  purposes of this table, the rate of exchange means the noon buying rate from
  the Ban of Canada. The table sets forth the number of Canadian dollars required
  under that formula to buy one U.S. Dollar. The average rate means the average
  of the exchange rates on the last day of each month during the period.

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The
  exchange rate was $1.31 on March 31, 2004. The above information was obtained
  from the Bank of Canada and we believe closely approximate the rates certified
  for customs purposes by the Federal Reserve Bank in New York.

B.         CAPITALIZATION
  AND INDEBTEDNESS

Not
  Applicable

C.         REASON FOR THE
  OFFER AND USE OF PROCEEDS

Not
  applicable

D.         RISK FACTORS

Because
  our auditors have issued a going concern opinion and because our officers and
  directors will not loan any money to us, we may not be able to achieve our objectives
  and may have to suspend or cease operations.Our auditors have issued
  a going concern opinion. This means that there is substantial doubt that we
  can continue as an ongoing business for the next twelve months. Because our
  officers and directors, at present, are unwilling to loan or advance any additional
  capital to us, we believe that if we do not raise additional capital, we may
  have to suspend or cease operations within six months.

6

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Because
  the probability of an individual prospect ever having reserves is extremely
  remote, in all probability our properties do not contain any reserves, and any
  funds spent on exploration will be lost.Looking for mineralized material
  below the surface of the earth is very speculative. While equipment can detect
  mineralized material beneath the surface of the earth, the detection devices
  can not determine the type of mineralized material. The type of mineralized
  material can only be determined by extracting it from the ground. The likelihood
  of taking an unexplored piece of land and finding mineralized material is improbable.
  The likelihood of locating a valuable reserve is remote. Because the probability
  of an individual prospect ever having reserves is extremely remote, in all probability
  our properties do not contain any reserves, and any funds spent on exploration
  will be lost.

We
  lack an operating history and have losses that we expect to continue into the
  future.As a result, we may have to suspend or cease operations.We were incorporated in June 1995 and we just begun our proposed business
  operations and have not realized any revenues in the last 5 years. We have no
  operating history upon which an evaluation of our future success or failure
  can be made. Our net loss since inception is $958,486 as of December 31, 2003
  and $996,205 as of March 31, 2004. Our ability to achieve and maintain profitability
  and positive cash flow is dependent upon

| | * | our ability to locate, explore and develop a profitable mineral property
| | - | ------------------------------------------------------------------------
| | * | our ability to generate revenues                                        
| | * | our ability to reduce exploration costs.                                

Based upon current plans, we expect to incur operating losses
  in future periods. We have not generated any revenues from our operations and
  we don't anticipate any in the foreseeable future. This will happen because
  there are expenses associated with the research and exploration of our mineral
  properties. We may not guarantee we will be successful in generating revenues
  in the future. Failure to generate revenues will cause us to go out of business.

Because
  only one of our directors, John R. Poloni, has technical training or experience
  in exploring for, starting, and operating a mine, we will have to hire qualified
  personnel. If we cannot locate qualified personnel, we may have to suspend or
  cease operations that will result in the loss of your investment.Only
  one of our directors, John R. Poloni has experience with exploring for, starting,
  and operating a mine. None of our officers have any technical training or experience
  in exploring for, starting, and operation a mine. As such, we will have to hire
  qualified persons to perform surveying, exploration, and excavation of our properties.
  The two other officers and directors, Hart and Kennedy, have no direct training
  or experience in these areas and as a result may not be fully aware of many
  of the specific requirements related to working within the industry. Their decisions
  and choices may not take into account standard engineering or managerial approaches,
  mineral exploration companies commonly use. Consequently our operations, earnings
  and ultimate financial success could suffer irreparable harm due to management's
  lack of experience in this industry. As a result we may have to suspend or cease
  operations that will result in the loss of your investment.

7

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We
  have no known mineral reserves. Without mineral reserves we can not generate
  income and if we cannot generate income we will have to cease operations which
  result in the loss your investment. We have no known mineral reserves.
  Without mineral reserves, we have nothing to economically remove. If we have
  nothing to economically remove from the property, we cannot generate income
  and if we cannot generate income we will have to cease operation that will result
  in the loss of your investment.

Weather
  interruptions in the Yukon Territory may delay our proposed exploration operations
  which will extend the time revenues will not be generated and you could lose
  your investment.Our proposed exploration work can only be performed
  approximately four to five months out of the year. This is because rain and
  snow cause travel to our claims to be difficult during seven to eight months
  of the year. During winter, we are unable to conduct exploration operations
  on our property. This will delay exploration and subsequent removal of any mineralized
  material, should any be discovered. As a result of the delay in removing mineralized
  material, no revenue will be generated by us and you could lose your investment.

Because
  we are small and do not have much capital, we must limit our exploration and
  as a result may not find any minerals. Without any minerals, we cannot generate
  revenues and you will lose your investment.Because we are small and
  do not have much capital, we must limit our exploration. Because we may have
  to limit our exploration, we may not find any minerals, even though our properties
  may contain mineralized material. Without any minerals we cannot generate revenues
  and you will lose your investment.

Because
  Messrs., Poloni and Hart have other outside business activities and will only
  be devoting 10% of their time to our operations, our operations may be sporadic
  which may result in periodic interruptions or suspensions of exploration.
  Only Mr. Kennedy devotes 100% of his time to the operations of the Company.Because Messrs., Poloni and Hart, have other outside business activities
  and will only be devoting 10% of their time to our operations, our operations
  may be sporadic and occur at times which are convenient to Messrs., Poloni,
  and Hart. Only Mr. Kennedy devotes 100% of his time to our operations and as
  a result, exploration of our properties may be periodically interrupted or suspended.

Because
  title to our properties are held in the name of another entity, if it transfers
  our properties to someone other than us, we will cease operations and you will
  lose your investment.Title to our properties are not held in
  our name. Title to our properties is recorded in the name of Expatriate Resources
  Ltd. Under the terms of an agreement dated November 13, 2002, we are entitled
  to earn a 60% interest in the properties provided we pay Expatriate Resources
  Ltd. a total $90,000 and spend a total $500,000 on the properties and pay YK
  Group $60,000 by November 1, 2007. To date, none of the $90,000 has been paid.
  If Expatriate Resources Ltd. transfers our properties or our interest to a third
  person, the third person will obtain title or the interest designated for us
  and we will have nothing. We are not entitled to any notice by Expatriate Resources
  if they decided to sell the properties or our contractual interest. If Expatriate
  does sell the properties or our interest therein, we will be harmed in that
  we will not own any properties or interests in the properties and we will have
  to cease operations and you will lose your investment.

8

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We
  may not have access to all of the supplies and materials we need to begin exploration
  that could cause us to delay or suspend operations.Competition
  and unforeseen limited sources of supplies in the industry could result in occasional
  spot shortages of supplies, such as dynamite, and certain equipment such as
  bulldozers and excavators that we might need to conduct exploration. We have
  not attempted to locate or negotiate with any suppliers of products, equipment
  or materials. Our exploration efforts will be continued on the receipt of further
  funding. Once further funding is obtained we will attempt to locate products,
  equipment and materials. If we cannot find the products and equipment we need
  we will have to suspend our exploration plans until we do find the products
  and equipment we need. Suspension or operations will result in the generation
  of revenues.

Although
  our stock trades on the OTC Bulletin Board there is no guarantee of liquidity
  and you may not be able to resell your stockAlthough our stock trades
  on the OTC Bulletin Board there is no guarantee of liquidity and reselling your
  stock may be difficult.

Because
  our securities are subject to penny stock rules, you may have difficulty reselling
  your shares.Our shares as penny stocks are covered by Section
  15(g) of the Securities Exchange Act of 1934 which imposes additional sales
  practice requirements on broker/dealers who sell the Company's securities including
  the delivery of a standardized disclosure document; disclosure and confirmation
  of quotation prices; disclosure of compensation the broker/dealer receives;
  and, furnishing monthly account statements. For sales of our securities, the
  broker/dealer must make a special suitability determination and receive from
  its customer a written agreement prior to making a sale. The imposition of the
  foregoing additional sales practices could adversely affect a shareholder's
  ability to dispose of his stock.

Because
  all of our assets and our officers and directors are located outside the United
  States of America, it may be difficult for an investor to enforce within the
  United States any judgments obtained against us or any of our officers and directors.All of our assets are located outside of the United States and we do
  not currently maintain a permanent place of business within the United States.
  In addition, our directors and officers are nationals and/or residents of countries
  other than the United States, and all or a substantial portion of such persons'
  assets are located outside the United States. As a result, it may be difficult
  for an investor to effect service of process or enforce within the United States
  any judgments obtained against us or our officers or directors, including judgments
  predicated upon the civil liability provisions of the securities laws of the
  United States or any state thereof. In addition, there is uncertainty as to
  whether the courts of Canada and other jurisdictions would recognize or enforce
  judgments of United States courts obtained against us or our directors and officers
  predicated upon the civil liability provisions of the securities laws of the
  United States or any state thereof, or be competent to hear original actions
  brought in Canada or other jurisdictions against us or our directors and officers
  predicated upon the securities laws of the United States or any state thereof.

We
  may become a passive foreign investment company, or PFIC, which could result
  in adverse U.S. tax consequences to U.S. investors.Since PFIC
  status will be determined by us on an annual basis and will depend on the composition
  of our income and assets from time to time (as further discussed below), we
  cannot assure you that we will not be considered a PFIC for any taxable year.
  Such a characterization could result in adverse U.S. tax consequences to you
  if you are a U.S. investor. In particular, absent an election described below,
  a U.S. investor would be subject to U.S. federal income tax at ordinary income
  tax rates, plus a possible interest charge, in respect of gain derived from
  a disposition of our shares, as well as certain distributions by us. In addition,
  a step-up in the tax basis of our shares would not be available upon the death
  of an individual shareholder. For this reason, if we are treated as a PFIC for
  any taxable year and you are a U.S. investor, you may desire to make an election
  to treat us as a "qualified electing fund" with respect to your shares (a "QEF
  election"), in which case you will be required to take into account a pro-rata
  share of our earnings and net capital gain for each year, regardless of whether
  we make any distributions to you. As an alternative to the QEF election, a U.S.
  investor may be able to make an election to "mark-to-market" our shares each
  taxable year and recognize ordinary income pursuant to such election based upon
  increases in the value of our shares. We will be classified as a PFIC for U.S.
  federal income tax purposes if 50% or more of our assets, including goodwill
  (based on an annual quarterly average), are passive assets, or 75% or more of
  our annual gross income is derived from passive assets. The calculation of goodwill
  will be based, in part, on the then market value of our common shares, which
  is subject to change. In addition, the composition of our income and assets
  will be affected by how we spend the cash we raise in this offering.

9

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Because
  we may issue additional shares of common stock in public offerings or private
  placements, your ownership interest is us may be diluted.Because
  we may issue shares of common stock in public offerings or private placements
  in order to raise capital for our operations, your ownership interest may be
  diluted which results in your percentage of ownership in us decreasing.

ITEM 4.         INFORMATION
  ON THE COMPANY

A.         HISTORY AND DEVELOPMENT
  OF THE COMPANY

Our
  Registered Office in British Columbia is located at 1111 West Hastings Street,
  Suite 708, Vancouver, British Columbia V6E 2J3. Our head office and principal
  office is located at 212-525 Seymour Street, Vancouver, British Columbia V6B
  3H7.

We
  were originally incorporated under the name, Entourage Holdings Ltd., pursuant
  to the Company Act (British Columbia) on June 16, 1995. On June 25, 1996, we
  changed our name to Entourage Mining Ltd.

On
  February 18, 1998, we became a reporting Issuer as defined under the Securities
  Act of the Province of British Columbia in British Columbia, Canada.

We
  have one subsidiary company, Entourage USA Inc., located at 6121 Lakeside Drive,
  Suite 260, Reno, Nevada 89511. The subsidiary company will seek mineral prospects
  in the United States.

B.         BUSINESS OVERVIEW

We
  are a natural resource company engaged in the acquisition and exploration of
  natural resource properties. We commenced operations in 1996 and currently have
  entered into an option agreement to acquire a 60% interest in the Finlayson
  Properties consisting of 2,626 un-surveyed quartz claims described below and
  intend to seek and acquire additional properties worthy of exploration and development.

We
  are an exploration stage company and there is no assurance that a commercially
  viable mineral deposit exists on any of the property, and further exploration
  will be required before a final evaluation as to the economic and legal feasibility
  is determined.

General

We
  were incorporated in the Province of British Columbia on June 16, 1995 as Entourage
  Holdings Ltd. On June 25, 1996, we changed our name to Entourage Mining Ltd.
  We changed our name because we wanted our name to reflect the business sector
  we intended to operate in.

We
  are engaged in the acquisition and exploration of mining properties. Our Registered
  Office in British Columbia is located at 1111 West Hastings Street, Suite 708,
  Vancouver, British Columbia V6E 2J3. Our head office and principal office is
  located at 525 Seymour Street, Vancouver, British Columbia V6B 3H7. Our telephone
  number is (778)-893-4471. Our offices today are shared with another mining company
  and our rent is $668.75 per month.

Entourage
  Mining Ltd. has no plans to change its business activities or to combine with
  another business, and is not aware of any events or circumstances that might
  cause its plans to change.

Background and Agreements


In
  March 2003, we entered into an agreement with the YK Group, a syndicate of unrelated
  third party comprised of Paul Shatzko, Maryl Shatzko, Carl Verley, Shirley Verley,
  William Weston and Margaret Weston, to acquire YK Group's interest in an option
  agreement dated November 13, 2002, entered into between the YK Group and Expatriate
  Resources Ltd. Upon the payment of $60,000 and delivery of 6,000,000 common
  restricted shares of our common stock, the YK Group will assign its interest
  to us in the November 13, 2002 option agreement. On April 26, 2003, our shareholders
  approved the agreement and as of May 17, 2003 we became obligated to perform
  the YK Group's obligations under the terms of the November 13, 2002 option agreement.

10

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As
  of the date hereof, we have paid $ -0- of the $60,000 due the YK Group and on
  May 17, 2003, we issued the 6,000,000 shares of common stock to the YK Group.
  As of today's date we have received an assignment of YK Group's interest in
  the option agreement although we have not paid the YK Group $60,000.

Under
  the terms of our agreement with the YK Group, we are obligated to pay to the
  YK Group CDN$60,000 sixty days after Entourage is financed and as of today's
  date the $60,000 remains unpaid.

We
  issued the 6,000,000 shares of common stock to the individuals named below the
  in the amounts set forth opposite their names:



|Paul Shatzko       |  | 1,000,000
|------------------ |  | ---------
|Maryl Shatzko      |  | 1,000,000
|Carl Verley        |  | 1,000,000
|Shirley Verley     |  | 1,000,000
|William P. Weston  |  | 1,500,000
|Margaret M. Weston |  | 500,000  

Under
  British Columbia law, the shares may not be resold for a period of four months
  from the date of issue, which date has now passed .

As
  of today's date we have raised $219,450 that was expended in our fall 2003 exploration
  season and for general working capital purposes; the Company has not yet paid
  the YK Group the $60,000-. We do not have to pay YK Group until we finance Entourage,
  which may never occur.

By
  assuming YK Group's obligations under the option agreement and subject to the
  performance of the terms and conditions of the option agreement, we may acquire
  a 60% interest in and to the Finlayson Properties. The Finlayson Properties
  contain two thousand six hundred twenty six (2626) un-surveyed mining claims
  in the Watson Lake Mining District and the Whitehorse Mining District, in the
  Yukon Territory.

Under
  the terms of the option agreement between the YK Group and Expatriate Resources,
  we are obligated to pay to Expatriate, CDN$90,000 in cash and expend CDN$500,000
  on the properties. Payment of the cash is as follows:

| | On November 13, 2002          | $10,000 paid
| | ----------------------------- | ------------
| | On or before November 1, 2003 | $10,000 paid
| | On or before November 1, 2004 | 10,000      
| | On or before November 1, 2005 | 15,000      
| | On or before November 1, 2006 | 15,000      
| | On or before November 1, 2007 | 30,000      

Aggregate
  expenditure on the properties is as follows:

| | On or before November 1, 2003 | $100,000 spent
| | ----------------------------- | --------------
| | On or before November 1, 2004 | $150,000 spent
| | On or before November 1, 2005 | $200,000 spent
| | On or before November 1, 2006 | $250,000      
| | On or before November 1, 2007 | $500,000      

Upon
  payment of the foregoing, we will be assigned a 60% interest in and to the Finlayson
  properties.

Time
  being the essence of agreement, if the payments or expenditures do not occur
  at the precise time set forth therein, the agreement will be terminated.

In
  Quarter 1, 2004 we raised sufficient funds to make the cash payments and the
  exploration expenditures from friends and relatives of current directors pursuant
  to exemptions in the Canadian provincial securities acts. As of today's date
  we have raised $219,450 by way of a private placement in Q1. If we don't raise
  the balance of the funds and make the payments described above the option agreement
  will terminate and we will cease or suspend operations.

11

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Pursuant
  to the terms of Article 5 of the agreement, upon satisfying the provisions of
  Article 4 thereof, we will enter into a joint ventures agreement Expatriate.
  We will have a 60% participating interest and Expatriate will have a 40% working
  interest. Upon formation of the joint venture, the parties will form a management
  committee to determine the activities of the joint venture. We have not entered
  into a joint venture agreement as of the date hereof and will not do so until
  we earn our interest.

Our activities since signing the agreement


Aurora
  Geosciences Ltd. was paid $5,283.80 to review and make recommendations on the
  Finlayson Properties regarding emerald potential and for further exploration
  work. The amount was paid by the YK Group and will be reimbursed to the YK Group
  out of the $60,000 cash payment due and payable under the Assignment Agreement.
  These are the only services we have paid to Aurora Geosciences Ltd. to date.
  Aurora Geosciences Ltd. was hired by the YK Group and accepted by us because
  we believe they could provide expert independent advice concerning the emerald
  potential of the Finlayson Properties. Aurora Geosciences Ltd. has been engaged
  in mining exploration for the past 18 years. Michael A. Power is a registered
  professional engineer and geoscientist in the Province of British Columbia and
  a professional geophysicist with the Northwest Territories Association of Professional
  Engineers. Mr. Power holds a Bachelor of Science degree with honors in geology
  and a Masters of Science degree from the University of Alberta. Scott Casselman
  is a member of the Association of Professional Engineers and geoscientists of
  British Columbia. Mr. Casselman holds a Bachelor of Science degree in geology
  from Carleton University in Ottawa.

All
  Canadian lands and minerals, which have not been granted to private persons,
  are owned by either the federal or provincial governments in the name of Her
  Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership
  rights to Crown minerals are vested by the Canadian Constitution in the province
  where the minerals are located. Most privately held mineral titles are acquired
  directly from the Crown. The Finlayson properties are one such acquisition.
  Accordingly, fee simple title to the Finlayson properties resides with the Crown
  and Expatriate Resources was granted a lease by the Crown to explore for minerals.
  The lease covering the Finlayson claims was issued pursuant to the Yukon Quartz
  Mining Act. The lessee, Expatriate Resources has exclusive rights to mine and
  recover all of the minerals contained within the surface boundaries of the lease
  continued vertically downward. To the best of our knowledge, there are no native
  land claims that affect our title.

Save
  and except for the terms of the November 13, 2002 option agreement, the properties
  are unencumbered and there are no competitive conditions which affect the properties.
  Further, there is no insurance covering the properties and we believe that no
  insurance is necessary since the properties are unimproved and contain no buildings
  or improvements.

To
  date we have retained the services of Aurora Geoscience to analyze proprietary
  data gathered from the claims and acquired from Expatriate Resources, as well
  as analyze other public domain data from the area. We are presently in the exploration
  stage and we cannot guarantee that a commercially viable mineral deposit or
  reserve exists on the properties until further exploration is done and a comprehensive
  evaluation concludes economic and legal feasibility.

We
  selected the properties at the suggestion of Aurora Geosciences, Ltd., and Carl
  Verley, P.Geo. and a member of the YK Group, who has informed us that emeralds
  were discovered nearby. He said that because emeralds were discovered nearby,
  there might be emeralds on our properties. We did not review any technical information
  prior to selecting the properties. We relied entirely on our consultants, Aurora
  Geosciences, Ltd. and Carl Verley. Our President, Mr. Kennedy, visited the property
  in September 2003 during our exploration program.

Claims


The
  following is a description of the claims encompassing the Finlayson Properties.

12

---

|          | Claim  | Claim  |           | Number | Record  | Record  |             |             |          
|--------- | ------ | ------ | --------- | ------ | ------- | ------- | ----------- | ----------- | ---------
|Claim     | Number | Number |           | of     | Number  | Number  |             | Mining      |          
|Group     | From   | To     | Fractions | claims | From    | To      | Expiry Date | District    | Map Sheet
|Blade     | 17     |        |           | 1      | YB61574 |         | 17-Mar-05   | Watson Lake | 105-G-07 
|BlueLine  | 1      | 20     |           | 20     | YB60514 | YB60533 | 17-Mar-09   | Watson Lake | 105-G-07 
|BlueLine  | 21     | 32     |           | 12     | YB61472 | YB61483 | 17-Mar-09   | Watson Lake | 105-G-07 
|BlueLine  | 33     | 34     |           | 2      | YB89605 | YB89606 | 17-Mar-07   | Watson Lake | 105-G-07 
|Box       | 1      | 20     |           | 20     | YB59163 | YB59182 | 17-Mar-09   | Watson Lake | 105-G-10 
|Box       | 21     | 24     |           | 4      | YB60837 | YB60840 | 17-Mar-08   | Watson Lake | 105-G-10 
|Box       | 39     | 40     |           | 2      | YB93657 | YB93658 | 17-Mar-08   | Watson Lake | 105-G-10 
|Box       | 41     | 105    |           | 65     | YB94174 | YB94238 | 10-Sep-04   | Watson Lake | 105-G-10 
|Box       | 107    | 120    |           | 14     | YB94239 | YB94252 | 10-Sep-04   | Watson Lake | 105-G-10 
|Breakaway | 1      | 10     |           | 10     | YB57481 | YB57490 | 16-Mar-07   | Whitehorse  | 105-K-01 
|Breakaway | 11     | 14     |           | 4      | YB57645 | YB57648 | 16-Mar-07   | Whitehorse  | 105-K-01 
|Breakaway | 15     | 40     |           | 26     | YB66343 | YB66368 | 16-Mar-05   | Whitehorse  | 105-K-01 
|Bug       | 1      | 22     |           | 22     | YB93298 | YB93319 | 26-Jul-06   | Watson Lake | 105-G-08 
|Bug       | 23     | 24     | F         | 2      | YB93320 | YB93321 | 27-Jul-06   | Watson Lake | 105-G-08 
|Bug       | 25     | 27     |           | 3      | YB93322 | YB93324 | 28-Jul-06   | Watson Lake | 105-G-08 
|Buzzer    | 9      |        |           | 1      | YB69066 |         | 17-Mar-05   | Watson Lake | 105-G-01 
|Clarence  | 26     |        |           | 1      | YB61709 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|Cup       | 1      | 16     |           | 16     | YB87695 | YB87710 | 17-Mar-06   | Watson Lake | 105-G-08 
|Cup       | 17     | 18     | F         | 2      | YB87711 | YB87712 | 17-Mar-06   | Watson Lake | 105-G-08 
|Cup       | 19     | 22     |           | 4      | YB87713 | YB87716 | 17-Mar-06   | Watson Lake | 105-G-08 
|Cup       | 23     | 24     | F         | 2      | YB87717 | YB87718 | 17-Mar-06   | Watson Lake | 105-G-08 
|Dan       | 1      | 16     |           | 16     | YB92726 | YB92741 | 02-Aug-04   | Watson Lake | 105-G-08 
|Goal      | 1      | 24     |           | 24     | YB56129 | YB56152 | 17-Mar-14   | Watson Lake | 105-G-07 
|Goal      | 25     | 44     |           | 20     | YB60584 | YB60603 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 45     | 54     |           | 10     | YB60604 | YB60613 | 17-Mar-15   | Watson Lake | 105-G-07 
|Goal      | 55     | 94     |           | 40     | YB60614 | YB60653 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 95     | 96     |           | 2      | YB63999 | YB64000 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 97     | 98     |           | 2      | YB68801 | YB68802 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 99     | 121    |           | 23     | YB60654 | YB60676 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 122    | 129    |           | 8      | YB68823 | YB68830 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 130    | 165    |           | 36     | YB70481 | YB70516 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 166    | 168    |           | 3      | YB70518 | YB70520 | 17-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 169    |        |           | 1      | YB70556 |         | 17-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 170    |        |           | 1      | YB70521 |         | 17-Mar-07   | Watson Lake | 105-G-08 
|Goal      | 171    |        |           | 1      | YB70522 |         | 17-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 172    | 181    |           | 10     | YB70523 | YB70532 | 17-Mar-07   | Watson Lake | 105-G-08 
|Goal      | 182    |        |           | 1      | YB70517 |         | 17-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 183    |        |           | 1      | YB70533 |         | 17-Mar-07   | Watson Lake | 105-G-08 
|Goal      | 184    | 203    |           | 20     | YB68803 | YB68822 | 17-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 205    | 210    |           | 6      | YB70475 | YB70480 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 211    | 212    |           | 2      | YB76787 | YB76858 | 17-Mar-11   | Watson Lake | 105-G-07 
|Goal      | 231    | 232    |           | 2      | YB76807 | YB76808 | 18-Mar-11   | Watson Lake | 105-G-08 
|Goal      | 251    |        |           | 1      | YB76827 |         | 19-Mar-11   | Watson Lake | 105-G-09 
|Goal      | 271    | 282    |           | 12     | YB76846 | YB76858 | 20-Mar-11   | Watson Lake | 105-G-10 
|Goal      | 320    | 335    |           | 16     | YB87595 | YB87610 | 17-Mar-09   | Watson Lake | 105-G-07 
|Goon      | 1      | 16     |           | 16     | YB76681 | YB76696 | 17-Mar-14   | Watson Lake | 105-G-08 
|Goon      | 17     | 30     |           | 14     | YB76697 | YB76710 | 17-Mar-07   | Watson Lake | 105-G-07 
|Goon      | 31     | 38     |           | 8      | YB76711 | YB76718 | 17-Mar-08   | Watson Lake | 105-G-07 
|Goon      | 39     | 79     |           | 41     | YB76719 | YB76759 | 17-Mar-05   | Watson Lake | 105-G-07 
|Goon      | 80     | 82     |           | 3      | YB76760 | YB76762 | 17-Mar-05   | Watson Lake | 105-G-07 
|Goon      | 83     | 84     | F         | 2      | YB76763 | YB76764 | 17-Mar-05   | Watson Lake | 105-G-07 
|Goon      | 85     | 106    |           | 22     | YB76765 | YB76786 | 17-Mar-05   | Watson Lake | 105-G-07 
|Goon      | 107    | 136    |           | 30     | YB76876 | YB76905 | 17-Mar-05   | Watson Lake | 105-G-07 
|Goon      | 137    |        |           | 1      | YB92719 |         | 17-Mar-06   | Watson Lake | 105-G-08 
|Goon      | 138    |        | F         | 1      | YB92720 |         | 17-Mar-06   | Watson Lake | 105-G-08 
|Hat Trick | 1      | 50     |           | 50     | YB59061 | YB59110 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 51     | 52     |           | 2      | YB59941 | YB59942 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 53     | 60     |           | 8      | YB63578 | YB63585 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 61     | 74     |           | 14     | YB59943 | YB59956 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 103    | 114    |           | 12     | YB60472 | YB60483 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 115    | 122    |           | 8      | YB63586 | YB63593 | 17-Mar-05   | Watson Lake | 105-G-02 

13

---

|          | Claim  | Claim  |           | Number | Record  | Record  |             |             |          
|--------- | ------ | ------ | --------- | ------ | ------- | ------- | ----------- | ----------- | ---------
|Claim     | Number | Number |           | of     | Number  | Number  |             | Mining      |          
|Group     | From   | To     | Fractions | claims | From    | To      | Expiry Date | District    | Map Sheet
|Hat Trick | 247    | 262    |           | 16     | YB63718 | YB63733 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 275    | 290    |           | 16     | YB63902 | YB63917 | 17-Mar-05   | Watson Lake | 105-G-02 
|Hat Trick | 303    | 316    |           | 14     | YB63746 | YB63759 | 17-Mar-05   | Watson Lake | 105-G-02 
|Ice       | 1      | 16     |           | 16     | YB78632 | YB78647 | 06-Mar-10   | Watson Lake | 105-G-14 
|Ice       | 17     | 48     |           | 32     | YB84405 | YB84436 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 49     | 165    |           | 117    | YB84880 | YB84996 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 166    |        | F         | 1      | YB84997 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 167    |        |           | 1      | YB84998 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 168    |        | F         | 1      | YB84999 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 169    |        |           | 1      | YB85000 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 170    |        | F         | 1      | YB85001 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 171    |        |           | 1      | YB85002 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 172    |        | F         | 1      | YB85003 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 173    |        |           | 1      | YB85004 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 174    |        | F         | 1      | YB85005 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 175    |        |           | 1      | YB85006 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 176    |        | F         | 1      | YB85007 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 177    |        |           | 1      | YB85008 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 178    |        | F         | 1      | YB85009 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 179    |        |           | 1      | YB85010 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 180    |        | F         | 1      | YB85011 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 181    | 212    |           | 32     | YB85012 | YB85043 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 213    |        | F         | 1      | YB85044 |         | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 214    | 326    |           | 113    | YB85045 | YB85157 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 327    | 334    |           | 8      | YB85158 | YB85165 | 06-Mar-06   | Watson lake | 105-G-14 
|Ice       | 335    | 362    |           | 28     | YB86186 | YB86213 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 363    | 374    |           | 12     | YB86878 | YB86889 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 375    | 402    |           | 28     | YB86214 | YB86241 | 06-Mar-06   | Watson Lake | 105-G-14 
|Ice       | 1080   | 1081   |           | 2      | YB87693 | YB87694 | 06-Mar-08   | Watson Lake | 105-G-14 
|League    | 1      | 20     |           | 20     | YB59143 | YB59162 | 17-Mar-09   | Watson Lake | 105-G-10 
|League    | 21     | 30     |           | 10     | YB60204 | YB60213 | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 31     | 34     |           | 4      | YB60214 | YB60217 | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 54     |        |           | 1      | YB60237 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 57     |        |           | 1      | YB60240 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 59     | 68     |           | 10     | YB60855 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 70     |        |           | 1      | YB60866 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 72     | 78     |           | 7      | YB60868 | YB60874 | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 94     |        |           | 1      | YB60890 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 96     |        |           | 1      | YB60892 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 115    | 150    |           | 36     | YB61588 | YB61623 | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 153    | 171    |           | 19     | YB61626 | YB61644 | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 173    |        |           | 1      | YB61626 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 176    |        |           | 1      | YB61649 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 178    |        |           | 1      | YB61651 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 180    |        |           | 1      | YB61653 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 182    |        |           | 1      | YB61655 |         | 17-Mar-05   | Watson Lake | 105-G-10 
|League    | 249    | 256    |           | 8      | YB70247 | YB70254 | 17-Mar-05   | Watson Lake | 105-G-10 
|Light     | 6      |        |           | 1      | YB92390 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 8      |        |           | 1      | YB92392 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 10     |        |           | 1      | YB92394 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 12     |        |           | 1      | YB92396 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 14     |        |           | 1      | YB92398 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 16     |        |           | 1      | YB92400 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 23     |        |           | 1      | YB92407 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 25     |        |           | 1      | YB92409 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 27     |        |           | 1      | YB92411 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 29     |        |           | 1      | YB92413 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 31     |        |           | 1      | YB92415 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 33     |        |           | 1      | YB92417 |         | 28-Feb-06   | Watson Lake | 105-G-06 
|Light     | 35     | 38     |           | 4      | YB92419 | YB92422 | 28-Feb-06   | Watson Lake | 105-G-06 

14

---

|LIGHT | 51 | 60 |  | 10 | YC22637 | YC22646 | 21-Nov-04 | Watson Lake | 105-G-06
|----- | -- | -- |  | -- | ------- | ------- | --------- | ----------- | --------
|LIGHT | 65 | 68 |  | 4  | YC22647 | YC22650 | 21-Nov-04 | Watson Lake | 105-G-06
|Mask  | 1  | 38 |  | 38 | YB63540 | YB63577 | 17-Mar-06 | Watson Lake | 105-G-01
|Mask  | 39 | 48 |  | 10 | YB77943 | YB77952 | 17-Mar-06 | Watson Lake | 105-G-01
|Mask  | 55 | 56 |  | 2  | YB77959 | YB77960 | 17-Mar-06 | Watson Lake | 105-G-01
|Mask  | 67 | 76 |  | 10 | YB77971 | YB77980 | 17-Mar-06 | Watson Lake | 105-G-01

15

---

|         | Claim  | Claim  |           | Number | Record  | Record  |             |             |          
|-------- | ------ | ------ | --------- | ------ | ------- | ------- | ----------- | ----------- | ---------
|Claim    | Number | Number |           | of     | Number  | Number  |             | Mining      |          
|Group    | From   | To     | Fractions | claims | From    | To      | Expiry Date | District    | Map Sheet
|Net      | 1      | 34     |           | 34     | YB56095 | YB56128 | 17-Mar-13   | Watson Lake | 105-G-08 
|Net      | 35     | 58     |           | 24     | YB59119 | YB59142 | 17-Mar-11   | Watson Lake | 105-G-08 
|Net      | 59     | 72     |           | 14     | YB60984 | YB60997 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 73     | 124    |           | 52     | YB63472 | YB63523 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 125    | 140    |           | 16     | YB63930 | YB63945 | 17-Mar-11   | Watson Lake | 105-G-08 
|Net      | 141    | 156    |           | 16     | YB63524 | YB63539 | 17-Mar-11   | Watson Lake | 105-G-08 
|Net      | 157    | 164    |           | 8      | YB70431 | YB70438 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 165    |        | F         | 1      | YB70439 |         | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 166    | 169    |           | 4      | YB70440 | YB70443 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 170    |        | F         | 1      | YB70444 |         | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 171    | 184    |           | 14     | YB70445 | YB70458 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 185    | 195    |           | 11     | YB70459 | YB70469 | 17-Mar-11   | Watson Lake | 105-G-08 
|Net      | 196    |        |           | 1      | YB70557 |         | 17-Mar-11   | Watson Lake | 105-G-07 
|Net      | 197    | 200    |           | 4      | YB70470 | YB70473 | 17-Mar-11   | Watson Lake | 105-G-07 
|Net      | 201    | 204    |           | 4      | YB78690 | YB78693 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 205    | 206    | F         | 2      | YB78694 | YB78695 | 17-Mar-07   | Watson Lake | 105-G-08 
|Net      | 207    | 214    |           | 8      | YB78696 | YB78703 | 17-Mar-07   | Watson Lake | 105-G-08 
|NHL      | 1      | 30     |           | 30     | YB60677 | YB60706 | 17-Mar-05   | Watson Lake | 105-G-07 
|NHL      | 31     | 144    |           | 114    | YB60707 | YB60820 | 17-Mar-10   | Watson Lake | 105-G-07 
|NHL      | 145    | 148    |           | 4      | YB60821 | YB60824 | 17-Mar-05   | Watson Lake | 105-G-07 
|NHL      | 149    | 152    |           | 4      | YB68845 | YB68848 | 17-Mar-05   | Watson Lake | 105-G-07 
|NHL      | 153    | 158    |           | 6      | YB68831 | YB68836 | 17-Mar-05   | Watson Lake | 105-G-07 
|NHL      | 159    | 166    |           | 8      | YB68837 | YB68844 | 17-Mar-10   | Watson Lake | 105-G-08 
|NHL      | 167    | 176    |           | 10     | YB89561 | YB89570 | 17-Mar-10   | Watson Lake | 105-G-08 
|NL       | 1      | 30     |           | 30     | YC22607 | YC22636 | 21-Nov-03   | Watson Lake | 105-G-10 
|NS       | 1      | 40     |           | 40     | YC22547 | YC22586 | 21-Nov-03   | Watson Lake | 105-G-06 
|OC       | 1      | 16     |           | 16     | YB94385 | YB94400 | 21-Nov-04   | Watson Lake | 105-G-11 
|OC       | 17     | 62     |           | 46     | YC22501 | YC22546 | 21-Nov-04   | Watson Lake | 105-G-11 
|Overtime | 1      | 50     |           | 50     | YB60534 | YB60583 | 17-Mar-07   | Watson Lake | 105-G-07 
|Overtime | 51     | 86     |           | 36     | YB61522 | YB61557 | 17-Mar-07   | Watson Lake | 105-G-07 
|Play     | 1      | 64     |           | 64     | YB59183 | YB59246 | 17-Mar-07   | Watson Lake | 105-G-13 
|Play     | 65     | 68     |           | 4      | YB60911 | YB60914 | 17-Mar-07   | Watson Lake | 105-G-13 
|Play     | 69     | 76     |           | 8      | YB60915 | YB60922 | 17-Mar-05   | Watson Lake | 105-G-13 
|Play     | 77     | 80     |           | 4      | YB60923 | YB60926 | 17-Mar-07   | Watson Lake | 105-G-13 
|Play     | 81     | 88     |           | 8      | YB60927 | YB60934 | 17-Mar-05   | Watson Lake | 105-G-13 
|Play     | 98     |        |           | 1      | YB77007 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 100    |        |           | 1      | YB77009 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 102    |        |           | 1      | YB77011 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 104    |        |           | 1      | YB77013 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 106    |        |           | 1      | YB77015 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 108    |        |           | 1      | YB77017 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 110    |        |           | 1      | YB77019 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 112    |        |           | 1      | YB77021 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 114    |        |           | 1      | YB77023 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 116    |        |           | 1      | YB77025 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 118    |        |           | 1      | YB77027 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 120    |        |           | 1      | YB77029 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 122    |        |           | 1      | YB77031 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 124    |        |           | 1      | YB77033 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 126    |        |           | 1      | YB77035 |         | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 140    | 147    | F         | 8      | YB89332 | YB89339 | 17-Mar-06   | Watson Lake | 105-G-13 
|Play     | 152    | 154    |           | 3      | YB89390 | YB89392 | 17-Mar-06   | Watson Lake | 105-G-14 
|Play     | 155    |        |           | 1      | YB89607 |         | 17-Mar-06   | Watson Lake | 105-G-14 
|Puck     | 1      | 80     |           | 80     | YB55979 | YB56058 | 17-Mar-09   | Watson Lake | 105-G-08 
|Red Line | 1      | 12     |           | 12     | YB60825 | YB60836 | 17-Mar-06   | Watson Lake | 105-G-08 
|Red Line | 13     | 28     |           | 16     | YB70624 | YB70639 | 17-Mar-06   | Watson Lake | 105-G-08 
|Ref      | 1      | 16     |           | 16     | YB77069 | YB77084 | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref      | 51     | 61     |           | 11     | YB79627 | YB79637 | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref      | 63     |        |           | 1      | YB79639 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref      | 65     |        |           | 1      | YB79641 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref      | 67     |        |           | 1      | YB79643 |         | 20-Feb-06   | Watson Lake | 105-G-14 

16

---

|Ref | 69 |  |  |  |  | 1 YB79645 | 20-Feb-06 | Watson Lake | 105-G-14
|--- | -- |  |  |  |  | --------- | --------- | ----------- | --------
|Ref | 71 |  |  |  |  | 1 YB79647 | 20-Feb-06 | Watson Lake | 105-G-14
|Ref | 86 |  |  |  |  | 1 YB79662 | 20-Feb-06 | Watson Lake | 105-G-14
|Ref | 88 |  |  |  |  | 1 YB79664 | 20-Feb-06 | Watson Lake | 105-G-14
|Ref | 90 |  |  |  |  | 1 YB79666 | 20-Feb-06 | Watson Lake | 105-G-14

17

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|        | Claim  | Claim  |           | Number | Record  | Record  |             |             |          
|------- | ------ | ------ | --------- | ------ | ------- | ------- | ----------- | ----------- | ---------
|Claim   | Number | Number |           | of     | Number  | Number  |             | Mining      |          
|Group   | From   | To     | Fractions | claims | From    | To      | Expiry Date | District    | Map Sheet
|Ref     | 92     |        |           | 1      | YB79668 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 94     | 110    |           | 17     | YB79670 | YB79686 | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 113    | 120    |           | 8      | YB79689 | YB79696 | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 121    | 125    |           | 5      | YB79697 | YB79701 | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 127    |        |           | 1      | YB79703 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 130    |        |           | 1      | YB79706 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 132    |        |           | 1      | YB79708 |         | 20-Feb-06   | Watson Lake | 105-G-14 
|Ref     | 134    | 150    |           | 17     | YB79710 | YB79726 | 20-Feb-06   | Watson Lake | 105-G-14 
|Replay  | 1      | 20     |           | 20     | YB77111 | YB77130 | 20-Feb-06   | Watson Lake | 105-G-13 
|Shot    | 1      | 36     |           | 36     | YB56059 | YB56094 | 17-Mar-07   | Watson Lake | 105-G-07 
|Shutout | 1      | 14     |           | 14     | YB58953 | YB58966 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 15     | 22     |           | 8      | YB58967 | YB58974 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 23     | 26     |           | 4      | YB58975 | YB58978 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 27     | 36     |           | 10     | YB58979 | YB58988 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 37     | 38     |           | 2      | YB58989 | YB58990 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 39     | 48     |           | 10     | YB58991 | YB59000 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 49     | 50     |           | 2      | YB59001 | YB59002 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 51     | 60     |           | 10     | YB59003 | YB59012 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 61     | 66     |           | 6      | YB59013 | YB59018 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 67     | 72     |           | 6      | YB59019 | YB59024 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 73     | 80     |           | 8      | YB59025 | YB59032 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 81     | 84     |           | 4      | YB59033 | YB59036 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 85     | 94     |           | 10     | YB59037 | YB59046 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 95     | 96     |           | 2      | YB59047 | YB59048 | 17-Mar-12   | Watson Lake | 105-G-01 
|Shutout | 97     | 108    |           | 12     | YB59049 | YB59060 | 17-Mar-08   | Watson Lake | 105-G-01 
|Shutout | 109    | 133    |           | 25     | YB77893 | YB77917 | 17-Mar-05   | Watson Lake | 105-G-01 
|Shutout | 134    |        | F         | 1      | YB77918 |         | 17-Mar-05   | Watson Lake | 105-G-01 
|Shutout | 135    | 158    |           | 24     | YB77919 | YB77942 | 17-Mar-05   | Watson Lake | 105-G-01 
|Skate   | 1      | 54     |           | 54     | YB68933 | YB68986 | 17-Mar-05   | Watson Lake | 105-F-16 
|Stick   | 1      | 30     |           | 30     | YB60484 | YB60513 | 17-Mar-05   | Watson Lake | 105-G-06 
|WC      | 1      | 20     |           | 20     | YC22587 | YC22606 | 21-Nov-04   | Watson Lake | 105-G-11 
|Winger  | 8      |        |           | 1      | YB77138 |         | 20-Feb-08   | Watson Lake | 105-G-06 
|Winger  | 15     | 16     |           | 2      | YB77145 | YB77146 | 20-Feb-08   | Watson Lake | 105-G-06 
|Total   |        |        |           | 2626   |         |         |             |             |          

18

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Claim Map:


Our
  claims comprise a total of 135,000 acres or 54,600 hectares. In order to retain
  the claims past the expiry date, the claimholder must either pay $100 on or
  before the expiry date or perform work thereon.

2003 Exploration Program and Property Information


In
  September 2003, the Company contracted the services of Amerlin Exploration Services
  Ltd. and Mr. Carl G. Verley, P. Geo and a member of the YK Group and a "qualified
  person" as defined in Canadian Mining "National Policy 43-101. The following
  is a brief summary of Amerlin Explorations Services' work program.

During
  the 2003 field season $176,000 was expended on a program of prospecting, geological
  mapping and soil sampling conducted on 6 claim blocks collectively covering
  52,000 acres or only 40% of the overall claim holdings. As a result of this
  work a new beryl occurrence was discovered in ultramafic rocks on the Goal Net
  claim block a few kilometers to the north of the Regal Ridge emerald discovery.
  In addition a number of known beryllium soil anomalies were reconfirmed and
  several new beryllium soil anomalies were located on Goal Net. On the Light
  claim block soil sample results outlined a lithology with a high Be background
  and beryl-bearing quartz vein float

Geochemical
  soil sampling (484 samples) was undertaken during the course of the fieldwork.
  The results of this work indicate that Be anomalies in soils are in some cases
  (Light claims), but not all associated with known beryl mineralization. Therefore
  detailed, systematic prospecting is required to fully evaluate anomalous areas.
  In addition, Be soil geochemistry outlined lithologies having a high Be background.
  These lithologies could provide sources of Be under the right conditions and
  therefore should be examined closely. Other areas anomalous in Be on the Goal
  Net and Light claim blocks warrant further follow-up prospecting and sampling.
  Areas of quartz-tourmaline vein must also be followed up with further prospecting
  and sampling.

19

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Based
  on the results to date further work is warranted and strongly recommended. Follow-up
  should include detailed prospecting, sampling and mapping on the known beryl
  showing and beryllium soil anomalies. In addition trenching and initial drill
  testing of significant showings should be undertaken. . In addition, further
  work should also be directed to the area of quartz-tourmaline veining on the
  west side of the Light property. A greater number of claims should be looked
  at during the 2004 program in order to assess their potential for hosting emerald
  deposits. The estimated cost of the recommended program ranges from $200,000
  to $500,000. The broad range is provided for foul weather contingencies particularly
  in the event that drilling takes place late in the season.

The
  complete report on the 2003 exploration program is available on the Company
  website at www.entouragemining.com/ A detailed overview of the Finlayson Lake
  property is outlined below.

Location and access

The
  properties are located in a northwesterly trending belt approximately 220 km
  in length by 35 km in width centered at latitude 61 degrees 31 minutes North,
  longitude 131 degrees 08 minutes West in southeastern Yukon Territory. The Finlayson
  Properties are located in the northern Pelly Mountains of the Yukon Plateau.
  The project area is 260 km east-northeast of Whitehorse and 180 km northwest
  of Watson Lake by air. The community of Ross River is located at the northwest
  end of the area.

Access
  to the Finlayson Properties is via helicopter from the Finlayson Lake airstrip.
  The Robert Campbell Highway, an all weather, chip sealed or gravel road, transects
  the Finlayson Properties project area. A number of the claim groups listed,
  including the Assist, Box, Breakaway, Bug, Puck, Goal Net, Ice, League, Red
  Line, Replay and Skate, are within 20 kilometers of the Robert Campbell Highway.
  The highway connects with the Alaska Highway at Watson Lake, approximately 170
  kilometers to the southeast, and the Klondike Highway at Carmacks, approximately
  320 kilometers to the northwest. The town of Ross River is located 120 kilometers
  to the northwest and, 34 kilometers further to the northwest is the town of
  Faro. The center of the properties holdings are about 230 air kilometers northeast
  of Whitehorse. An all-weather privately owned access road extends from the Robert
  Campbell Highway to the Kudz Ze Kayah Deposit in the center of the southern
  half of the project area. Private gravel airstrips are located immediately south
  of Wolverine Lake and near the Kudz Ze Kayah Deposit. There are several lakes
  in the area that are large enough to accommodate float planes up to a DHC-6
  (Twin Otter). Helicopter charter services are available in Ross River and Watson
  Lake. Fixed wing charter is available from Watson Lake and Whitehorse.

History of previous work


The
  area around the properties has been explored since 1981. The Finlayson Properties
  have no history of previous exploration for emeralds. There is no evidence of
  mining on the properties and there is no plant or equipment located on the properties.
  There are no material engineering or geological reports concerning the emerald
  potential of the properties, other than governmental regional geological reports
  and the Report of Aurora Geoscience Ltd. dated March 21, 2003, filed with the
  Company's original Registration Statement dated June 6th, 2003, which
  are known or available to us. There is no power source on the properties.

Current state of exploration


Based upon the recommendations of the
  Amerlin Exploration 2003 report, the Company plans to initiate a $200,000-$500,000
  staged work program, subject to us securing financing and subject to prevailing
  weather conditions, to begin in the last week of June 2004. There is no guarantee
  that the Company will be able to raise sufficient funding or that the weather
  conditions will permit prospecting, trenching and sampling of the property.

Physiography

The
  properties are located in the northern Pelly Mountains of the Yukon Plateau.
  The area is covered by glacial -fluvial deposits at elevations below 1,700 meters
  and contain rocky outcropping and talus at higher elevations. Outcropping is
  sparse except along ridge crests, in north-facing cirques, and along actively
  eroding creek cuts. The League, Red Line and Puck claims are on the northern
  flank of the Pelly Mountains in undulating terrain at elevations ranging from
  1,100 to 1,700 meters. The Goal Net claim is located in the Pelly Mountains
  proper with elevations ranging from 1,500 to 2,350 meters.

The
  League, Red Line and Puck claims drain to the north via the Big Campbell, Wolverine
  and several smaller, unnamed creeks. The Goal Net Property is at the height
  of land and drains south via the North River and northeast via

20

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Money Creek. North Lakes at an elevation of 1,500 meters and
  Wolverine Lake at an elevation of 1,150 meters are the only significant bodies
  of water in the area.

The
  tree line occurs at approximately 1,400 meters throughout the area and tree
  cover below this elevation consists of sparse black spruce, willow and alder.
  Tree cover is locally thick near Wolverine Lake and at lower elevations along
  the creeks. At higher elevations, alders and dwarf willow give way to grass
  on south-facing slopes. Discontinuous permafrost occurs throughout the project
  area is extensive on north facing slopes.

Property geology


The
  main rock types occurring in the area are nearly flat lying layered metamorphic
  rocks belonging to the Yukon-Tanana Terrane. The Yukon-Tanana Terrane can be
  subdivided into several thrust faults bound in succession ranging in age from
  Devonian to Triassic. The rocks record the transition from continental margin
  sedimentation through continental arc magmatism to final submarine rifting.
  Intrusive into Yukon-Tanana successions are rocks ranging in age from late Devonian
  to Tertiary and ranging in composition from ultramafic to felsic. The foregoing
  was observed by Michael A. Power, M.Sc., P.Geo., when he visited the properties.
  We have been advised by Aurora Geosciences Ltd. that emeralds may be found in
  some parts of the Grass Lakes succession, the lowest member of the Yukon-Tanana
  Terrane. Not all members of the Yukon-Tanana Terrane contains emeralds. We do
  not know if there are potentially significant occurrences of economic mineralization
  on the properties.

Our proposed exploration program


We
  are prospecting for emeralds. Our target is mineralized material. Our success
  depends upon finding mineralized material. Mineralized material is a mineralized
  body which has been delineated by appropriate spaced drilling or underground
  sampling to support sufficient tonnage and average grade of metals to justify
  removal. If we do not find mineralized material or we cannot remove mineralized
  material, either because we do not have the money to do it or because it is
  not economically feasible to do it, we will cease operations and you will lose
  your investment.

21

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In
  addition, we may not have enough money to complete the exploration of our properties.
  If it turns out that we have not raised enough money to complete our exploration
  program, we will try to raise additional funds from a public offering, a private
  placement or loansIf we are unable to raise additional money we will have to
  suspend or cease operations.

We
  must conduct exploration to determine what amount of minerals, if any, exist
  on our properties and if any emerald mineralization that is found can be economically
  extracted and profitably processed.

Our
  properties are undeveloped raw land. Limited exploration and surveying has been
  initiated and further exploration will not be initiated until we raise money
  in an offering. That is because we do not have sufficient capital to complete
  our 2004 exploration program. Once an offering is concluded, we intend to start
  exploration operations at the end of June 2004. To our knowledge, the properties
  have never been mined. The only event that has occurred is the staking of the
  properties by Expatriate Resources Ltd., a physical examination of the properties
  and the 2003 exploration activities of Amerlin Exploration Services Ltd.. Before
  emerald retrieval can begin, we must explore for and find mineralized material.
  After that has occurred we have to determine if it is economically feasible
  to remove the mineralized material. Economically feasible means that the costs
  associated with the removal of the mineralized material will not exceed the
  price at which we can sell the mineralized material. We cannot predict what
  that will be until we find mineralized material.

We
  do not know if we will find mineralized material. We believe that activities
  occurring on adjoining properties are not material to our activities. The reason
  is that what ever is located under the adjoining properties may or may not be
  located under our properties.

Our
  exploration program is designed to economically explore and evaluate our properties.

We
  do not claim to have any minerals or reserves whatsoever at this time on any
  of our properties.

We
  intend to continue our staged exploration program which initially consisted
  of prospecting to identify emerald mineralization on the Finlayson Properties
  as described in the Amerlin Explorations Services report. Once emerald mineralization
  is located a more detailed exploration of the emerald-bearing areas will be
  the focus of ensuing exploration programs. These programs will initially consist
  of trenching and bulk sampling. Some core drilling may be undertaken from time
  to time based on the recommendations of the Company's consultants.

In
  2003, the YK Group paid the sum of $5,283.80 to Aurora Geosciences Ltd. in order
  to obtain independent recommendations for the exploration of the Finlayson Properties.

The
  breakdown of estimated times and dollars was made by Aurora Geosciences Ltd.
  in consultation with John Poloni a director.

We
  do not intend to interest other companies in the properties if we find mineralized
  materials. We intend to try to develop the reserves ourselves.

If
  we are unable to complete exploration because we do not have enough money, we
  will cease operations until we raise more money. If we cannot or do not raise
  more money, we will cease operations. If we cease operations, we don't know
  what we will do and we don't have any plans to do anything else.

We
  cannot provide you with a more detailed discussion of how our exploration program
  will work and what we expect will be our likelihood of success. That is because
  we have a piece of raw land and we intend to look for mineralized material.
  We may or may not find any mineralized material. We hope we do, but it is impossible
  to predict the likelihood of such an event.

We
  do not have any plan to generate revenue. That is because we have not found
  economicmineralization yet and it is impossible to project revenue generation
  from nothing.

Prospecting
  methods will essentially be visual inspection of the ground where anomalous
  beryllium analysis in soils have been determined from previous soil sampling
  work by conducted on behalf of Expatriate Resources by Archer Cathro and Associates
  and by Amerlin Exploration Services Ltd. in 2003. The visual inspection process
  will rely on Entourage's prospecting team's expertise in recognizing beryl and
  the associated rock formations within which beryl may occur, such as quartz
  tourmaline veins. Beryl and thus emerald does not have any easily utilizable
  geophysical properties that can be adapted to the search for emerald. However
  the geochemistry of beryllium and associated elements can be effectively utilized
  to outline where there is a high probability for locating beryllium minerals,
  among which beryl and emerald could be present. Because beryllium soil anomalies
  having the same intensity as those found on ground where emeralds were originally
  discovered in the Finlayson Lake area, it is believed that there is a high probability
  for finding mineralized material in the anomalous areas on Entourage's optioned
  ground. The prospecting work will include further

22

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geochemical sampling of selected areas. In additional, rock
  sampling of beryl/emerald material located during the course of prospecting
  will be taken and representative samples of emerald will be sent out to qualified
  gemologists for evaluation.

Timing, scope and expected costs of planned exploration program:

For 2004:

Exploration
  planned for 2004 will commence in late June continuing on for approximately
  65-75 days toward mid-or the end of September.

The
  2004 exploration should include detailed prospecting, sampling and mapping on
  the known beryl showing and beryllium soil anomalies. In addition trenching
  and initial drill testing of significant showings should be undertaken. In addition,
  further work should also be directed to the area of quartz-tourmaline veining
  on the west side of the Light property. A greater number of the Finlayson Property
  claims should be looked at during the 2004 program in order to assess their
  potential for hosting emerald deposits. The estimated cost of the recommended
  program ranges from $200,000 to $500,000. The broad range is provided for foul
  weather contingencies particularly in the event that drilling takes place late
  in the season.

|1) | Physical showings of white beryl and quartz-tourmaline
        veins require close scrutiny. It is recommended that both locations be
        soil sampled, mapped and prospected on 10 metre centres. Beryl in float
        should be further investigated by hand excavating short trenches perpendicular
        to local stratigraphy.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Particular
  attention should be paid to structural control of vein and fault features in
  proximity to the zones of interest.

|2) | The soil anomalies within the five areas outlined
        should be closed-off to determine ultimate dimensions with additional
        soil sampling. The zones within the anomalous areas that contain coincident
        anomalous copper, beryllium and tungsten values should be targeted with
        close-spaced soil sampling (10 m centers) and detailed prospecting and
        mapping. Areas with anomalous beryllium and either tungsten or copper
        values should be sampled at 25 meter spacing and carefully mapped and
        prospected.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3) | Claim blocks not yet sampled should be examined
        by stream sediment sampling on creeks draining prospective stratigraphy;
        mapping and prospecting across stratigraphy; and soil/talus sampling along
        talus slopes to develop targets for follow-up work.                                                                                                                                                                                                                                                                                   

The
  program will require approximately 75 field days for a crew consisting of a
  4-person technical team. The 2004 fieldwork will be conducted from the nearby
  Inconnu Lodge where helicopter services and board and room for the field crew
  can be secured.

23

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A
  listing of the major cost components of the 2004 phase of the exploration program
  is tabulated below:

| | Item                   |                     |   | Estimated Cost | 
| | ---------------------- | ------------------- | - | -------------- | 
| | Field expense          |                     |   |                | 
| | Communications         |                     |   | 5,000          | 
| | Camp equipment         |                     |   | 30,000         | 
| | Equipment rental       |                     |   | 20,000         | 
| | Expediting             |                     |   | 6,000          | 
| | Freight & Fuel         |                     |   | 12,500         | 
| | Food                   |                     |   | 12,000         | 
| | Hotel                  |                     |   | 2,000          | 
| | Permitting             |                     |   | 3,000          | 
| | Truck rental           |                     |   | 5,350          | 
| | Travel                 |                     |   | 12,000         | 
| | Analytical Costs       | Soils 1,000 samples |   | 17,000         | 
| | Diamond drilling       | 1,000 metres        |   | 120,000        | 
| | Excavator rental       | 15 days             |   | 18,750         | 
| | Helicopter Support     | 70 hours            |   | 73,500         | 
| | Gemological consulting |                     |   | 20,000         | 
| | Reporting              |                     |   | 6,000          | 
| | Wages & Salaries       |                     |   | 104,000        | 
| | Project management     | @10%                |   | 46,710         | 
| | GST                    |                     |   | 35,967         | 
| |                        | Total Cost          | $ | 503,067        | 

Competitive factors

The
  emerald mining industry is fragmented. We are a start up venture and compete
  with other exploration companies looking for emeralds. We are one of the smaller
  exploration companies in existence. While we compete with other exploration
  companies, there is no competition for the exploration or removal of minerals
  from our properties. Readily available emerald markets exist in Canada and around
  the world for the sale of emeralds. Therefore, we will be able to sell any emeralds
  that we are able to recover.

Our
  mineral exploration program is subject to the Yukon Quartz Mining Act. This
  act sets forth rules for

| | * | locating claims         
| | - | ------------------------
| | * | posting claims          
| | * | working claims          
| | * | reporting work performed

24

---

We
  must comply with these laws to operate our business. Compliance with these rules
  and regulations will not adversely affect our operations.

We
  have no experience in complying with these rules and regulations. One of directors,
  John Poloni, has had experience in dealing with similar rules and regulations
  in the provinces of British Columbia. As a result, we believe we will be able
  to comply with these rules and regulations. In the event that it becomes too
  difficult for us to comply with the regulations, we intend to hire professional
  engineers or and/or geologists to assist us with compliance. As of the date
  of December 31, 2003, we have spent $-0- complying with these regulations.

Environmental law

We
  are also subject to the Quartz Mining Land Use Regulations in the Yukon. This
  code deals with environmental matters relating to the exploration and development
  of mining properties. Its goals are to protect the environment through a series
  of regulations affecting:

| | 1. | Health and Safety   
| | -- | --------------------
| | 2. | Archaeological Sites
| | 3. | Exploration Access  

We
  are required to provide a safe working environment, not disrupt archaeological
  sites, and conduct our activities to prevent unnecessary damage to the properties.

We
  will secure all necessary permits for exploration and, if development is warranted
  on the properties, will file final plans of operation before we start any mining
  operations. We anticipate no discharge of water into active stream, creek, river,
  lake or any other body of water regulated by environmental law or regulation.
  No endangered species will be disturbed. Restoration of the disturbed land will
  be completed according to law. All holes, pits and shafts will be sealed upon
  abandonment of the properties. It is difficult to estimate the cost of compliance
  with the environmental law since the full nature and extent of our proposed
  activities cannot be determined at this time.

Under
  the Quartz Mining Use Regulations, varying classes of land use permits are issued
  depending upon the level of exploration activity. Permit applications are submitted
  to the Mining Recorder's office in the regional mining district. Review of the
  permit application takes up to thirty days. Fees for the permit applications
  can be as high as $500.00. We believe our continued activities for the 2004
  season will fall into Class I for which there is no application fee. Beyond
  this, we will make application for the appropriate permit in advance of further
  exploration work. We do not foresee any obstacles to obtaining the permits.

We
  are in compliance with the act and will continue to comply with the act in the
  future. We believe that compliance with the act will not adversely affect our
  business operations in the future.

Exploration
  stage companies have no need to discuss environmental matters, except as they
  relate to exploration activities. The only costs of compliance with environmental
  regulations in the Yukon Territory is returning the surface to its previous
  condition upon abandonment of the properties. We cannot speculate on those costs
  in light of our ongoing plans for exploration.

25

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Other Properties

In
  June 2004, we signed a definitive agreement with Goodsprings Development Corp.,
  a Nevada based corporation, whereby we may earn a 100% interest in the GBW project
  in Esmeralda County, Nevada. The project comprises patented and unpatented mineral
  claims in the Walker Lane mineral belt.

The
  agreement with Goodsprings Development Corp. is described more fully in Material
  Agreements and was filed as an attachment to a report on Form 6-K dated June
  29, 2004.

Labor

Initially,
  we intend to use the services of subcontractors for manual labor exploration
  work on our properties. Our only technical assistants will be our officers and
  directors.

At
  present, we have no employees, other than our president and director Greg Kennedy.
  Mr. Kennedy has a management agreement with us. Mr. Kennedy is reimbursed for
  his out of pocket expenses In February 2004, we adopted a stock option plan
  for our employees, officers, directors and consultants. We presently do not
  have pension, health, annuity, insuranceprofit sharing or similar benefit plans;
  however, we may adopt plans in the future. There are presently no personal benefits
  available to Mr. Kennedy. Mr. Kennedy will handle our administrative duties.
  Because Mr. Kennedy is inexperienced with exploration, he will hire qualified
  persons to perform the surveying, exploration, and excavating of our properties.
  As of today, we have talked to two geologists who will perform work for us in
  the future.

C.     ORGANIZATIONAL STRUCTURE

Not
  applicable

D.     PROPERTY, PLANTS AND EQUIPMENT

We
  are a natural resource company engaged in the acquisition and exploration of
  natural resource properties. We commenced operations in 1996 and currently have
  an interest in the Finlayson properties consisting of 2626 un- surveyed quartz
  claims described below and intend to seek and acquire additional properties
  worthy of exploration and development.

Disclosure
  required of an extractive enterprise is contained in Item 4, Part B above. As
  the Company's properties are not at an advanced stage of exploration, no reserve
  estimates are made nor as of yet certain what if any reserves will be on the
  properties

ITEM 5.         OPERATING
  AND FINANCIAL REVIEW AND PROSPECTS

We
  are a start-up, exploration stage corporation and have not yet generated or
  realized any revenues from our business operations.

Our
  auditors have issued a going concern opinion. This means that there is substantial
  doubt that we can continue as an on-going business for the next twelve months
  unless we obtain additional capital to pay our bills. This is because we have
  not generated any revenues and no revenues are anticipated until we begin removing
  and selling minerals. Accordingly, we must raise cash from sources other than
  the sale of minerals found on the properties. That cash must be raised from
  other sources. Our only other source for cash at this time is investments by
  others in Entourage Mining Ltd. We must raise cash to implement our project
  and stay in business. Even if we raise money, we do not know how long the money
  will last. It depends upon the amount of exploration we conduct and the cost
  thereof. We won't know that information until we begin exploring our properties.
  We will not be able to complete the exploration of our properties until we raise
  money.

If
  we find mineralized material and it is economically feasible to remove the mineralized
  material, we will attempt to raise additional money through a subsequent private
  placement, public offering or through loans. If we do not raise all of the money
  we need, we will have to find alternative sources of funding, like a public
  offering, a private placement of securities, or loans from our officers or others.

26

---

We
  have discussed this matter with our officers and directors, however, our officers
  and directors are unwilling to make any commitment to loan us any significant
  amounts of money at this time. At the present time, we have limited cash reserves
  and we are seeking to raise additional cash. If we need additional cash and
  can't raise it we will either have to suspend operations until we do raise the
  cash, or cease operations entirely.

Our
  exploration program is explained in as much detail as possible in the business
  section of this registration statement. We are not going to buy or sell any
  plant or significant equipment during the next twelve months. We will not buy
  any equipment until we have located a body of minerals and we have determined
  they are economical to extract from the land.

We
  do not intend to interest other companies in the properties if we find mineralized
  materials. We intend to try to develop the reserves ourselves.

If
  we are unable to complete any phase of exploration because we don't have enough
  money, we will cease operations until we raise more money. If we can't or don't
  raise more money, we will cease operations. If we cease operations, we don't
  know what we will do and we don't have any plans to do anything.

We
  do not intend to hire additional employees at this time. All of the work on
  the properties will be conducted by unaffiliated independent contractors that
  we will hire. The independent contractors will be responsible for surveying,
  geology, engineering, exploration, and excavation. The geologists will evaluate
  the information derived from the exploration and excavation and the engineers
  will advise us on the economic feasibility of removing the mineralized material.

Fiscal year ended December 31, 2003 ("fiscal 2003")
  compared to fiscal year ended December 31, 2002 ("fiscal2002")

During
  fiscal 2003 the Company spent $246,628 on exploration work on its Yukon property.
  Part of this expenditure has been paid from the $219,450 raised during February
  2004 through a private placement of 997,500 shares at $0.22 per share. No exploration
  costs were incurred during the years ended December 31, 2002, 2001 and 2000.

During
  fiscal 2003 the total loss (as well as expenses) was $319,515 as compared to
  $59,428 during fiscal 2002. The main reason for the increase in losses were:
  the exploration costs during fiscal 2003 were $246,628 (nil during fiscal 2002);
  accounting and legal expenses were $49,399 as compared to $4,855 during fiscal
  2002; and office and sundry expenses were $18,832 as compared to $32 during
  fiscal 2002. The main reason for the increased expenses was because the Company
  was listed on the OTC-BB and was more active during the fiscal 2003 as compared
  to fiscal 2002.

Fiscal year ended December 31, 2002 ("fiscal 2002") compared to fiscal
  year ended December 31, 2001 ("fiscal2001")

The
  total loss (as well as the total expenses) during the fiscal 2002 was $59,428
  as compared to $58,749 during the fiscal 2001. During each of the years the
  main expenses were $30,000 for management fees and $24,000 for the rent. The
  Company was very inactive during both the years.

27

---

B.         Liquidity and
  Capital Resources

As
  of the date of this report, we have yet to generate any revenues from our business
  operations.



One
  May 17, 2003, we issued 6,000,000 shares of common stock to six individuals
  that comprised the YK Group and incurred a $60,000 obligation under our agreement
  with the YK Group to acquire the Finlayson emerald properties.

As
  of December 31, 2003, our total assets were $106,702l and our total liabilities
  were $337,200.and we executed an assignment agreement to acquire a 60% interest
  in the Finlayson emerald properties.

On
  February 6, 2004, the Company issued 997,500 shares at a price of $0.22 per
  share, for total proceeds of $219,450 of which 190,816 was received during the
  year ended December 31, 2003. As well, a total of 889,500 share purchase warrants
  exercisable as $0.22 for 2 years were issued on February 6, 2004.

On
  December 31, 2003 the Company had $95,133 in cash and $106,702 in current assets
  as compared to NIL cash and NIL current assets on December 31, 2002. On December
  31, 2003 the Company had a negative working capital position of $230,498 as
  compared to a negative working capital position of $161,799 on December 31,
  2002.

As
  of March 31, 2004, our total assets were $23,972, our total liabilities were
  $263,555, our cash position was $12,173 and our working capital position was
  negative $239,583. The liabilities were comprised of accounts payable to third
  parties and related parties.

Subsequent
  to December 31, 2003, 900,000 share purchase options exercisable at $0.25 per
  share with a term of two years were issued by the Company.

C.           Research
  and Development, patents and License, etc.

The
  Company does no engage in research and development activities nor does it hold
  any patents, trademark or non mineral related licenses.

D.           Trend Information

The
  emerald market is fractured and not homogenous. Unlike the diamond industry,
  the emerald industry does not have a Central Selling Organization (CSO) and
  the sales of emeralds cannot be categorized as having a descernable trend.

E.           Off-balance
  sheet arrangements

The
  Company has no off-balance sheet arrangements that have or are reasonably likely
  to have a current or future effect on the Company's financial condition, revenues
  or expenses, results of operations, liquidity, capital expenditures or capital
  resources that are material to investors.

ITEM 6.         DIRECTORS,
  SENIOR MANAGEMENT AND EMPLOYEES

A.         DIRECTORS AND
  SENIOR MANAGEMENT

Our officers and directors are as follows:

| | Name            | Age | Position                                             
| | --------------- | --- | -----------------------------------------------------
| |                 |     |                                                      
| | Greg Kennedy    | 54  | Director, President and Chief Executive
      Officer
| |                 |     |                                                      
| | John R. Poloni  | 71  | Director                                             
| |                 |     |                                                      
| | Michael B Hart  | 56  | Director, Secretary                                  
| |                 |     |                                                      
| | Prabha Varshney | 44  | Chief Accounting Officer                             

28

---

Our
  directors hold office until our next annual meeting of shareholders and until
  their successors have been elected and qualified. Our officers are elected by
  our board of directors at our annual meeting after each of our annual meetings
  of shareholders and hold office until their death, or until they resign or have
  been removed from office.

Greg Kennedy  Director, President and Chief Executive
  Office

At
  our annual general meeting in April 2004, Mr. Kennedy was appointed as President
  of the Company. Since May 2003, Greg Kennedy had been a director, and our secretary
  and Chief Financial Officer. Since July 2001, Mr. Kennedy has been the Vice
  President of Operations and since July 2002, a Director of ABA.T.V, formerly
  Fountain House Holdings located in Vancouver, British Columbia. ABA.H.V. is
  a shell corporation with no business purpose other than to merge with or acquire
  another corporation. ABA.T.V is listed for trading on the TSX Venture Exchange
  under the symbol ABA.H. Since November 2002, Mr. Kennedy was the President and
  a Director of Digital Capital.com, Inc., a Delaware corporation, located in
  Squamish, British Columbia. Digital Capital.com, Inc., was a blank check corporation
  with no business purpose other than to merge with or acquire another corporation.
  Digital Capital.com, Inc. did not merge with any entity and the company ceased
  to exist in 2004. Due to a medical condition, from December 2000 to July 2001,
  Mr. Kennedy was not employed and furnished limited consulting services as an
  independent contractor. From November 1998 to December 2000, Mr. Kennedy was
  Marketing Director of Titan Trading Analytics Inc. located in Vancouver, British
  Columbia. Titan Trading is a purveyor of computer software designed for the
  securities and investment community. From January 1991 to November 1998, Mr.
  Kennedy was a stockbroker with McDermid St. Lawrence Securities, now Raymond
  James Canada, located in Vancouver, British Columbia.

29

---

John R. Poloni - Director

Since
  March 2002, Mr. Poloni has served as a director of our company. Since September
  1972, Mr. Poloni has served as a director of John R. Poloni & Associates
  Ltd. Since June 2000, Mr. Poloni has served as a director of Javelin Capital
  Corp. Javelin Capital is a British Columbia blind pool corporation. From September
  1998 to July 2002, Mr. Poloni served as a director of Solaia Ventures Inc. Solaia
  Ventures is a British Columbia natural resource mining company. From June 1987
  to June 2000, Mr. Poloni served as a director of Vera Cruz Minerals Corp. which
  became Copper Creek Ventures Ltd. Copper Creek Ventures Ltd. is a British Columbia
  oil and gas production and exploration company. Mr. Poloni is a consulting geologist
  having been employed in the mining industry for approximately 37 years. He maintains
  his consulting practice through John R. Poloni and Associates Ltd., a company
  formed in 1972.

Michael B Hart- Director and Corporate Secretary


Mr.
  Hart has worked in the financial markets sector with a number of large financial
  institutions between 1983 and 1990 where he acted as an account executive and
  financial consultant. From 1990-1995, Mr. Hart fulfilled the responsibilities
  of business and sales manager within the automotive industry. Subsequent to
  1995, Mr. Hart worked with an investment-banking group that was responsible
  for taking projects from start up to the public markets and has had experience
  with public companies in the oil and gas industry. Currently, Mr. Hart is President
  of Hart-Byrne Enterprises Ltd. a private British Columbia company and is a member
  of the Board of Directors of AMG Oil Ltd. and Durum Consolidated Energy. Mr.
  Hart is a Member of the Board and the Corporate Secretary for Entourage Mining
  Ltd.

Prabha Varshney, Chief Accounting Officer

Prabha
  Varshney has a Bachelor's of Commerce degree from Agra University, India and
  a diploma in accounting from the Vancouver Community College, Vancouver. During
  the last five years she has been a sales person selling Registered Education
  Savings Plans for USC Education Savings Plan (a non-profit foundation). Prabha
  acts as the Chief Accounting Officer for Entourage Mining Ltd.

30

---

B.         COMPENSATION

For
  the year ended December 31, 2003 Gregory Kennedy was compensated $1,000 for
  his role as President of the Company.

A
  total of 1 person, Greg Kennedy served as members of the administrative, supervisory
  or management bodies of the subsidiaries of the Company during fiscal 2003.
  The aggregate remuneration paid to such persons was approximately $1,000.

No
  stock options were granted during the last full financial year to members of
  the Company's executive.

None
  of the above options were exercised during the Company's most recently completed
  financial year.

There
  are no other arrangements under which, directors or members of the Company's
  administrative, supervisory or management body, were compensated by the Company
  during the most recently completed financial year for their services.

No
  plan exists, and no amount has been set aside or accrued by the Company or any
  of its subsidiaries, to provide pension, retirement or similar benefits for
  directors or officers of the Company, or any of its subsidiaries.

Subsequent
  to the last year end, a total of 900,000 incentive stock options exercisable
  at $0.25 for a period of two years were issued to various executives of the
  Company.

C.         BOARD
  PRACTICES

The
  directors of the Company are elected annually and hold office until the next
  annual general meeting of the Company's shareholders or until their successors
  in office are duly elected or appointed. All of the Company's directors were
  elected at the Company's most recent annual general meeting, which took place
  on April 29, 2004. Under the British Columbia Business Corporations Act the
  Company is required to hold an annual general meeting no more than 15 months
  after its most recent annual general meeting.

There
  are no service contracts with the Company or any of it subsidiaries for the
  directors providing benefits upon termination of their service.

Our
  audit committee is comprised of Greg Kennedy, John R. Poloni and Michael Hart.
  Members of the audit committee oversee our accounting and financial reporting
  process and the audits of our financial statements. The audit committee also
  receives and addresses complaints regarding accounting, internal controls, and
  auditing issues. No complaints have been received by us as of the date hereof.
  Further, the audit committee provides protection for whistle blowers. Again,
  no whistle blowing issues have presented themselves to us as of the date hereof.
  The audit committee functions in a collective manner with respect to all issues
  that come before it.

D.         EMPLOYEES

We
  have no employees other than our officers and directors.

E.         SHARE OWNERSHIP

The
  following table sets forth the common share ownership of each of our officers
  and directors. Each person has sole voting and investment power with respect
  to the shares of common stock shown, and all ownership is of record and beneficial.

|               |                  |                         | Percent of Class
|-------------- | ---------------- | ----------------------- | ----------------
|Name of owner  | Number of Shares | Position                |                 
|               |                  |                         |                 
|John R. Poloni | 0                | Director                | 0%              
|               |                  |                         |                 
|Michael Hart   | 0                | Director, Secretary     | 0%              
|               |                  |                         |                 
|Greg Kennedy   | 500.000          | Director, Secretary and | 2.9%            
|               |                  | Chief Financial Officer |                 




---

|                     |                  |                       | Percent of Class
|-------------------- | ---------------- | --------------------- | ----------------
|Name of owner        | Number of Shares | Position              |                 
|                     |                  |                       |                 
|DIRECTORS AS A       |                  |                       | 2.9%            
|GROUP (3 Persons)    |                  |                       |                 
|                     |                  |                       |                 
|                     |                  | Former                |                 
|                     |                  | President, Chief      | 38.00%          
|Ernest S. Peters [1] | 5,750,005(2)     | Executive Officer and |                 
|                     |                  | Director              |                 

|[1] | Ernest S. Peters is our former President and 3,250,005
        shares are owned by Ernest S. Peters; 1,000,000 shares are owned by Maxine
        Gail Peters, the wife of Ernest S. Peters; and, Cherri Peters, the daughter
        of Ernest S. Peters owns 1,500,000 restricted shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|[2] | Of the 5,750,005 shares, 3,750,000 are escrow shares.
        The terms of the escrow shares call for their cancellation on the resignation
        of the holder. Ernest Peters resigned on April 29, 2004 and the 3,750,000
        escrow shares are in the process of being cancelled. 

Unrestricted
  shares are shares that can be sold at any time. Restricted shares are shares
  that are contractually held in escrow. The contractual terms of escrow provide
  for the cancellation of the shares on February 18, 2008 unless the shares are
  subject to earlier cancellation by virtue of the holders ceasing to be directors,
  officers or associates of directors and officers of the Company prior to that
  date in which case they are subject to immediate cancellation.

The
  shares were not issued to officers, directors and senior management as part
  of a compensation plan.

ITEM 7.         MAJOR
  SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR
  SHAREHOLDERS


We
  are controlled by the YK Group Syndicate consisting of Paul Shatzko, Maryl Shatzko,
  Carl Verley, Shirley Verley, William P. Weston and Margaret N. Weston, by virtue
  of its ownership of 6,000,000 common restricted shares. We have no agreement
  which could result in a change of control of our company.

The
  following table sets forth the common share ownership of each person known by
  us to be the beneficial owner of five percent or more of our common shares.
  Each person has sole voting and investment power with respect to the shares
  of common stock shown, and all ownership is of record and beneficial.

|                          |                  |             | Percent of
|------------------------- | ---------------- | ----------- | ----------
|Name and address of owner | Number of Shares | Position    | Class     
|                          |                  |             |           
|Paul Shatzko              | 1,000,000        | Shareholder | 6.6%      
|1268  216 th Street      |                  |             |           
|Langley, BC V2Z 1R2       |                  |             |           
|                          |                  |             |           
|Maryl Shatzko             | 1,000,000        | Shareholder | 6.6%      
|1268  216 th Street      |                  |             |           
|Langley, BC V2Z 1R2       |                  |             |           
|                          |                  |             |           
|Carl Verley               | 1,000,000        | Shareholder | 6.6%      
|5895 Wilthshire Street    |                  |             |           
|Vancouver, BC, V6M 3L72   |                  |             |           
|                          |                  |             |           
|Shirley Verley            | 1,000,000        | Shareholder | 6.6%      
|5895 Wilthshire Street    |                  |             |           
|Vancouver, BC, V6M 3L72   |                  |             |           
|                          |                  |             |           
|William P. Weston         | 1,500,000        | Shareholder | 9.9%      
|478 Carlsen Place         |                  |             |           
|Port Moody, BC V3H 3Z9    |                  |             |           

32

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B.         RELATED PARTY
  TRANSACTIONS

Other
  than as disclosed herein, our officer, directors and principal shareholders,
  or any of our associates or affiliates, have not participated in and have no
  other interest, direct or indirect, in any material transactions in which we
  have participated, or in any proposed transaction which has materially affected
  or will materially affect our company during the previous fiscal year.

During
  the financial year ended December 31, 2003, the Company incurred $0 (2002 -
  $30,000) for management fees, and $0 (2002 - $24,000) for rent with a company
  controlled by a director.

Accounts
  payable to related parties of $152,240 is owing to a director and to a company
  controlled by the same director, Ernest Peters. These amounts were incurred
  for rental charges for offices provided and for management fees.

There
  are no additional interests of management in transactions involving our company
  except for those stated in the Notes to the Financial Statements.

C.         INTERESTS OF
  EXPERTS AND COUNSEL

Not
  applicable

ITEM 8.         FINANCIAL
  INFORMATION

A.         CONSOLIDATED
  STATEMENTS AND OTHER FINANCIAL INFORMATION

The
  following financial statements have been audited by an independent auditor,
  are accompanied by an audit report, and are attached and incorporated herein:

| | (a) | balance sheet;                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                    
| | (b) | income statement;                                                                                                                                                  
| |     |                                                                                                                                                                    
| | (c) | statement showing changes in
        equity                                                                                                                        
| |     |                                                                                                                                                                    
| | (d) | cash flow statement;                                                                                                                                               
| |     |                                                                                                                                                                    
| | (e) | related notes and schedules
        required by the comprehensive body of accounting standards pursuant to
        which the financial statements are prepared; and
| |     |                                                                                                                                                                    
| | (f) | a note analyzing the changes
        in each caption of shareholders' equity presented in the balance sheet.                                                       

Incorporated
  herewith are the comparative financial statements covering the latest three
  financial years, audited in accordance with a comprehensive body of auditing
  standards.

Legal Proceedings

No
  material legal proceedings to which we are a party are pending nor are any known
  to be contemplated and we know of no legal proceedings pending or threatened,
  or judgments entered against, any of our officers or directors in their capacities
  as such.

Dividends


No
  dividend has been paid on our common shares since inception, and none is contemplated
  in the foreseeable future.

33

---

B.         SIGNIFICANT
  CHANGES

Subsequent
  to the date of the last financial statements included in this Report on Form
  20-F, the Company announced on June 23, 2004 that it had entered in to an agreement
  with Goodsprings Development Corp. to earn a 100% interest in the GBW project
  in Esmeralda County, Nevada. The GBW project comprises both patented and unpatented
  claims and is within the Walker Lane mineral belt.

The
  agreement with Goodsprings Development Corp. whereby the Company subleases the
  GBW project, together with the master lease agreement by which Goodsprings acquired
  the interest it subleased to the Company, were attached to a report on Form
  6-K dated June 29, 2004.

The
  agreement with Goodsprings Development Corp. calls for the Company to pay $15,000
  on execution of the agreement, $15,000 on June 1, 2005; $20,000 on June 1, 2006
  and $25,000 on June 1, 2007 and on each anniversary date of the agreement thereafter
  up to a maximum of $400,000 which is the purchase price for the GBW project
  property. The Company is responsible for maintaining the claims comprising the
  GBW project in good standing.

ITEM 9.         THE OFFER
  AND LISTING

A.         OFFER AND LISTING
  DETAILS

Our
  shares commenced trading on February 2nd, 2004 on the Over-the-Counter
  Bulletin Board in the United States under the symbol ETGMF.

|        | High | Low  | Close | Volume 
|------- | ---- | ---- | ----- | -------
|Feb 04  | 0.42 | 0.09 | 0.38  | 984,500
|Mar 04  | 0.45 | 0.26 | 0.30  | 399,500
|Apr 04  | 0.40 | 0.30 | 0.32  | 394,500
|May 04  | 0.37 | 0.31 | 0.35  | 217,500
|June 04 | 0.50 | 0.31 | 0.41  | 402,00 

As
  the Company's shares have only traded since Feb 2004, no annual figures are
  available.

We
  are required to file an annual report on Form 20-F with the Securities and Exchange
  Commission and periodic reports on Form 6-K. Form 6-K is required to be filed
  when the laws of British Columbia require us to disclose information. The Form
  6-K must be filed promptly after information is made public by us. As a foreign
  private issuer, we will not be subject to the reporting obligations of Section
  13, except as set forth above; the proxy rules of the Section 14 of the Securities
  Exchange Act of 1934; or, the insider reporting or short-swing profit rules
  of Section 16 of the Exchange Act.

B.         PLAN OF DISTRIBUTION

Not
  applicable

34

---

C.         MARKETS

Our
  shares commenced trading on February 2nd, 2004 on the Over-the-Counter
  Bulletin Board in the United States under the symbol ETGMF, however, a lack
  of liquidity may make it difficult to resell shares. Furthermore, it is unlikely
  that a lending institution will accept our common stock as pledged collateral
  for loans even though a regular trading market has developed

D.         SELLING
  SHAREHOLDERS

Not
  applicable

E.         DILUTION

Not
  applicable

F.         EXPENSES OF THE
  ISSUE

Not
  applicable

ITEM 10.         ADDITIONAL
  INFORMATION

A.         SHARE CAPITAL

Not
  Applicable

B.         MEMORANDUM AND
  ARTICLES OF ASSOCIATION

| | 1. | We have no bylaws. Under British Columbia
        law a company's bylaws are called its Memorandum and Articles of Incorporation.
        Our Memorandum and Articles of Incorporation do not limit in any manner
        our business purpose. As such, no provision relating to the same is contained
        in the Memorandum or Articles of Incorporation. The Company's registered
        office address is Suite 212  525 Seymour Street, Vancouver, British
        Columbia V6B 3H7 and its telephone number is 778 893-4471.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |    | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |    | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

35

---

| | 3.  | Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | e.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | f.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     | h.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | 4.  | No alteration shall be valid as to any
        outstanding shares unless the holders of the shares consent thereto or
        by a resolution passed by 3/4s of the outstanding shares.                                                                                                                                                                                                                                                                                                                                                  
|
| | 5.  | The annual general meeting of shareholders
        is called by written notice mailed by the board of directors to each shareholder
        of record. A quorum shall be a least two persons represented at the meeting
        either in person or by proxy. Extraordinary (special) general meetings
        are called by written notice mailed by the board of directors to each
        shareholder of record. The quorum remains the same for Extraordinary Meetings.
        There are no conditions of admission to the meetings.
|
| | 6.  | There are no limitations on the rights
        to own securities, including the rights of non-resident or foreign shareholders
        to hold or exercise voting rights on the securities, imposed by the laws
        of British Columbia, or our articles or other constituent document.                                                                                                                                                                                                                                              
|
| | 7.  | There are no provisions in our articles
        that would have an effect of delaying, deferring or preventing a change
        in our control and that would operate only with respect to any merger,
        acquisition or corporate restructuring involving us.                                                                                                                                                                                                                                                                      
|
| | 8.  | There are no provisions in our articles
        which require the disclosure of shareholder ownership.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 9.  | The law applicable to us is not significantly
        different from that in the host country.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 10. | The conditions imposed by the articles
        governing changes in the capital are not more stringent than is required
        by law.                                                                                                                                                                                                                                                                                                                                                                                                  

C.         MATERIAL CONTRACTS

There
  are no material contracts except as discussed in this registration statement.
  The following material contracts and all engineering or geological reports referred
  to in this registration statement may be inspected at our office 1111 West Hastings
  Street, Suite 708, Vancouver, British Columbia, during normal business hours.

| | 1. | Escrow Agreement dated August 19, 1996, entered into
        between us, Ernest S. Peters, and Cherri Peters, and Montreal Trust Company
        of Canada.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

36

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| | 2. | Assignment Agreement dated March 17, 2003, between
        us and the YK Group concerning the Company's Finlayson properties in the
        Yukon, Canada.                       
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3. | Registrar and Transfer Agent Appointment Agreement
        dated October 24, 1996, entered into with Computershare Trust Company
        of Canada.                              
|
| | 4. | Agreement between Goodsprings Development Corp.
        and the Company dated effective June 1, 2004 concerning the GBW project
        and mineral property in Esmeralda, Nevada

D.         EXCHANGE CONTROLS

Canada
  has no system of currency exchange controls. There are no exchange restrictions
  on borrowing from foreign countries nor on the remittance of dividends, interest,
  royalties and similar payments, management fees, loan repayments, settlements
  of trade debts or the repatriation of capital.

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 a non-Canadian, as defined by the ICA. Certain acquisitions
  of control, discussed below, are reviewed by the Government of Canada. The term
  "acquisition of control" is defined as 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 business
  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 $5,000,000 and Cdn. $50,000,000 which represent more
  than 50% of the value of the total international transactions. 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 of thresholds for "WTO
  investors", as defined in the ICA. "WTO investors" generally means:

|(a) | an individual, other than a Canadian, who is a member
        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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) | governments of WTO members; and                                                                                                                                                                             
|   
|(c) | entities that are not Canadian controlled, but which
        are WTO investor controlled as determined by the rules specified in the
        ICA.                                                           

The
  special review thresholds for WTO investors do not apply, and general rules
  described above do not apply, to the acquisition of control of certain types
  of businesses specified in the ICA, including 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 using a formula relating to increases
  in the nominal gross domestic product of Canada. The 1996 WTO Review Threshold
  is Cdn. $168,000,000.

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,
  or non-WTO investor, is 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 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.

37

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For
  non-Canadian (other than WTO investors), and 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 assets
  of the Company is more than 50% of the value of the assets 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 by 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 threshold for a
  direct acquisition of control as discussed above will apply, that is, a WTO
  Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold
  of CDN. $5,000,000 for non-Canadian other than a WTO investor. If the value
  exceeds that level the transaction must be reviewed in the same manner as a
  direct acquisition of control by the purchase of shares by the Company.

If
  an investment is renewable, 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 the delay would cause undue hardship
  to the acquirer 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 acquirer and
  any representation submitted to the Director by a province that 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 legal 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;                                                                                                                                                                                                                                                                          
|   
|(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, economic, and cultural policies;                                                                                                                                                                                                                       
|   
|(g) | Tthe compatibility of the investment with national,
        industrial, economic, and cultural policies taking into consideration
        industrial, economic, and cultural objectives enunciated by the government
        of 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 set certain time limits for the Director and the
  Minister. Within 45 days after a completed application has been received, the
  Minister must notify the acquirer 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 acquirer agrees to 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 acquirer that he is not satisfied that the investment
  is likely to be of net benefit to Canada, the acquirer has the right to make
  representations and submit undertakings within 30 days of the date of notice
  (or

38

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any period that is agreed upon between the acquirer and the
  Minister). On the expiration of the 30 day period (or the agreed-upon extension),
  the Minister must quickly notify the acquirer that he is not satisfied that
  the investment is likely to be of net benefit to Canada. In the latter case,
  the acquirer my 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.

E.         TAXATION

Certain United States Federal Income Tax Consequences

The
  following is a general discussion of the material United States Federal income
  tax law for U.S. holders that hold such common shares as a capital asset, as
  defined under United States Federal income tax law and is limited to discussion
  of U.S. Holders that own less than 10% of the common stock. This discussion
  does not address all potentially relevant Federal income tax matters and it
  does not address consequences peculiar to persons subject to special provisions
  of Federal income tax law, such as those described below as excluded from the
  definition of a U.S. Holder. 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 to the date hereof (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 any future legislation which, if enacted, could
  be applied, possibly on a retroactive basis, at any time. The following discussion
  is for general information only and it is not intended to be, nor should it
  be construed to be, legal or tax advice to any holder or prospective holder
  of common shares of the Company and no opinion or representation with respect
  to the United States Federal income tax consequences to any such holder or prospective
  holder is made.

Accordingly,
  holders and prospective holders of common shares of the Company should consult
  their own tax advisors about the Federal, state, local, and foreign tax consequences
  of purchasing, owning and disposing of common shares of the Company.



As
  used herein, a "U.S. Holder" is a holder of common shares of the Company who
  or which is a citizen or individual resident (or is treated as a citizen or
  individual resident) of the United States for federal income tax purposes, a
  corporation or partnership created or organized (or treated as created or organized
  for federal income tax purposes) in the United States, including only the States
  and District of Columbia, or under the law of the United States or any State
  or Territory or any political subdivision thereof, or a trust or estate the
  income of which is includable in its gross income for federal income tax purposes
  without regard to its source, if, (i) a court within the United States is able
  to exercise primary supervision over the administration of the trust and (ii)
  one or more United States trustees have the authority to control all substantial
  decisions of the trust. For purposes of this discussion, a U.S. Holder does
  not include 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 and Holders who acquired their stock through the exercise of
  employee stock options or otherwise as compensation.

U.S.
  Holders receiving dividend distributions (including constructive dividends)
  with respect to common shares of the Company are required to include in gross
  income for United States Federal income tax purposes the gross amount of such
  distributions to the extent that the Company has current or accumulated earnings
  and profits, 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

39

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discussion at "Foreign Tax Credit" below). To the extent that
  distributions exceed current or accumulated earnings and profits of the Company,
  they will be treated first as a return of capital up to the U.S. Holder's adjusted
  basis in the common shares and thereafter as gain from the sale or exchange
  of the 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 for a U.S. Holder
  which is a corporation.

Dividends
  paid on the common shares of the Company will not generally be eligible for
  the dividends received deduction provided to corporations receiving dividends
  from certain United States corporations. A U.S. Holder which is a corporation
  may, under certain circumstances, be entitled to a 70% deduction of the United
  States source portion of dividends received from the Company if such U.S. Holder
  owns shares representing at least 10% of the voting power and value of the Company.
  The availability of this deduction is subject to several complex limitations,
  which are beyond the scope of this discussion.

A
  U.S. Holder who pays (or has withheld from distributions) Canadian income tax
  with respect to the ownership of common shares of the Company 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.
  There are significant and complex limitations, which apply to the credit, among
  which is the general limitation that the credit cannot exceed the proportionate
  shares of the U.S. Holder's United States income tax liability that the U.S.
  Holder's foreign source income bears to his or its world-wide taxable income.
  In the determination of the application of this limitation, the various items
  of income and deduction must be classified into foreign and domestic sources.
  Complex rules govern this classification process. There are further limitations
  on the foreign tax credit for certain types of income such as "passive income,"
  "high withholding tax interest," "financial services income," "shipping income"
  and certain other classifications of income. 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 shares of the Company should consult
  their own tax advisors regarding their individual circumstances.

A
  U.S. Holder will recognize gain or loss upon the sale of common shares of the
  Company equal to the difference, if any, between the amount of cash plus the
  fair market value of any property received, and the Holder's tax basis in the
  common shares of the Company. This gain or loss will be capital gain or loss
  if the common shares are a capital asset in the hands of the U.S. Holder. Any
  capital gain will be a short-term or long-term capital gain or loss depending
  upon the holding period of the U.S. Holder. 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 which 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.

The
  following discussion summarizes the principal Canadian federal income tax considerations
  generally applicable to a person who owns one or more common shares of the Company
  (the "Shareholder"), and who at all material times for the purposes of the Income
  Tax Act (Canada) (the "Canadian Act") deals at arm's length with the Company,
  holds all common shares solely as capital property, is a non-resident of Canada,
  and does not, and is not deemed to, use or hold any Common share in or in the
  course of carrying on business in Canada. It is assumed that the common shares
  will at all material times be listed on a stock exchange that is prescribed
  for the purposes of the Canadian Act.

This
  summary is based on the current provisions of the Canadian Act, including the
  regulations thereunder, and the Canada-United States Income Tax Convention (1980)
  (the "Treaty") as amended. This summary takes into account all specific proposals
  to amend the Canadian Act and the regulations thereunder publicly announced
  by the government of Canada to the date hereof and the Company's understanding
  of the current published administrative and assessing practices of Canada Customs
  and Revenue Agency. It is assumed that all such amendments will be enacted substantially
  as currently proposed, and that there will be no other material change to any
  such law or practice, although no assurances can be given in these

40

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respects. Except to the extent otherwise expressly set out
  herein, this summary does not take into account any provincial, territorial
  or foreign income tax law or treaty.

This
  summary is not, and is not to be construed as, tax advice to any particular
  Shareholder. Each prospective and current Shareholder is urged to obtain independent
  advice as to the Canadian income tax consequences of an investment in common
  shares applicable to the Shareholder's particular circumstances.

A
  Shareholder generally will not be subject to tax pursuant to the Canadian Act
  on any capital gain realized by the Shareholder on a disposition of a Common
  share unless the Common share constitutes "taxable Canadian property" to the
  Shareholder for purposes of the Canadian Act and the Shareholder is not eligible
  for relief pursuant to an applicable bilateral tax treaty. A Common share that
  is disposed of by a Shareholder will not constitute taxable Canadian property
  of the Shareholder provided that the Common share is listed on a stock exchange
  that is prescribed for the purposes of the Canadian Act (the Toronto Stock Exchange
  is so prescribed), and that neither the Shareholder, nor one or more persons
  with whom the Shareholder did not deal at arm's length, alone or together at
  any time in the five years immediately preceding the disposition owned, or owned
  any right to acquire, 25% or more of the issued shares of any class of the capital
  stock of the Company. In addition, the Treaty generally will exempt a Shareholder
  who is a resident of the United States for the purposes of the Treaty, and who
  would otherwise be liable to pay Canadian income tax in respect of any capital
  gain realized by the Shareholder on the disposition of a Common share, from
  such liability provided that the value of the Common share is not derived principally
  from real property (including resource property) situated in Canada or that
  the Shareholder does not have, and has not had within the 12-month period preceding
  the disposition, a "permanent establishment" or "fixed base," as those terms
  are defined for the purposes of the Treaty, available to the Shareholder in
  Canada. The Treaty may not be available to a non-resident Shareholder that is
  a U.S. LLC, which is not subject to tax in the U.S.

Any
  dividend on a Common share, including a stock dividend, paid or credited, or
  deemed to be paid or credited, by the Company to a Shareholder will be subject
  to Canadian withholding tax at the rate of 25% on the gross amount of the dividend,
  or such lesser rate as may be available under an applicable income tax treaty.
  Pursuant to the Treaty, the rate of withholding tax applicable to a dividend
  paid on a Common share to a Shareholder who is a resident of the United States
  for the purposes of the Treaty will be reduced to 5% if the beneficial owner
  of the dividend is a company that owns at least 10% of the voting stock of the
  Company, and in any other case will be reduced to 15%, of the gross amount of
  the dividend. It is Canada Customs and Revenue Agency`s position that the Treaty
  reductions are not available to a Shareholder that is a "limited liability company"
  resident in the United States. The Company will be required to withhold any
  such tax from the dividend, and remit the tax directly to Canada Customs and
  Revenue Agency for the account of the Shareholder.

We
  urge each holder to consult his own tax advisor with respect to the income tax
  consequences applicable to him in his own particular circumstances.

F.         DIVIDENDS AND
  PAYING AGENTS

Not
  applicable

G.         STATEMENT BY
  EXPERTS

Not
  applicable

H.         DOCUMENTS ON
  DISPLAY

All
  material documents referred to herein have been filed as exhibits to this Form
  20-F or at our office at 525 Seymour Street, Suite 212, Vancouver, British Columbia,
  Canada V6B 3H7 and its telephone number is (604)?.

I.         SUBSIDIARY INFORMATION

Not
  applicable

ITEM 11.         QUANTITATIVE
  AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

41

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Not
  applicable

ITEM 12.         DESCRIPTION
  OF SECURITIES OTHER THAN EQUITY SECURITIES

Not
  applicable

PART II

ITEM 13.         DEFAULTS,
  DIVIDEND ARREARAGES AND DELINQUENCIES

None

42

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ITEM 14.         MATERIAL
  MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not
  applicable

ITEM 15.         Controls
  and Procedures

Our
  Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness
  of the Company's disclosure controls and procedures (as defined in US Exchange
  Act Rule 13a-14(c)) within 90 days of the date of this Form 20-F, have concluded
  that, as of such date, the Company's disclosure controls and procedures were
  effective to ensure that material information relating to the Company was made
  known to them by others within the Company particularly during the period in
  which this Form 20-F was being prepared.

There
  were no significant changes in the Company's internal controls or in other factors
  that could significantly affect these controls subsequent to the date our Chief
  Executive Officer and our Chief Financial Officer completed their evaluation,
  nor were there any significant deficiencies or material weaknesses in the Company's
  internal controls requiring corrective actions.

ITEM 16.         (Reserved)

Item 16A

The
  Company's Board of Directors has determined that the Company has at least one
  audit committee financial expert serving on its audit committee. The Company's
  audit committee does not have a financial expert as that term is defined in
  US SEC Rules and is not required to have such a financial expert under the terms
  of securities laws in its jurisdiction of incorporation, British Columbia.

Item 16B.         Code of
  Ethics

The
  Company has adopted as its Code of Ethics the following "Code of Business Conduct".

CODE
  OF BUSINESS CONDUCT



In
  this Code of Business Conduct ("the Code"), the terms Entourage and "Company"
  mean Entourage Mining Ltd.. and all of its subsidiaries. The policies and procedures
  set forth in this Code govern the conduct of every aspect of the business of
  Entourage. While this Code provides a brief summary of the standards of conduct
  that are the foundation of Entourage's business operations, it is not possible
  to cover all situations confronting Entourage personnel in the day to day conduct
  of their many activities. Entourage must rely on the individual judgment, common
  sense and personal ethical standards of all personnel to maintain a high standard
  of honesty and integrity in the conduct of Entourage business.

This
  Code applies to all members of the Board of Directors (the "Board," with the
  members referred to herein as "Directors"), officers and employees of Entourage
  and to all Entourage business locations. Any violation of this Code must be
  promptly reported to management at the appropriate level, including, if necessary
  and appropriate, to a supervisor, the President, a Director or Directors, or
  a member or members of the Audit Committee of the Board (the "Audit Committee").
  The confidentiality of a report and the reporting person will be protected to
  the extent possible, consistent with the law and the requirements necessary
  to conduct an effective investigation of the conduct or matter, and no reporting
  person will suffer retaliation because of a report he or she makes in good faith
  and with respect to conduct or a matter which the reporting person reasonably
  believes constitutes a violation of this Code (except that appropriate disciplinary
  action may be taken against the reporting person if such person was involved
  in the violation).

It
  is the policy of Entourage to conduct its business in compliance with applicable
  governmental laws, rules and regulations, with honesty and integrity, in a manner
  that demonstrates respect for all people and with a strong commitment to the
  highest standards of ethics. Entourage demands high standards of integrity and
  sound ethical judgment from its personnel at

43

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all times, and in performing their work for Entourage all
  personnel must comply with all applicable governmental laws, rules and regulations.



Directors,
  officers and employees of Entourage have a duty to avoid financial, business
  or other personal interests or relationships which might interfere, or even
  appear to interfere, with the interests of Entourage or make it difficult to
  perform their Entourage duties objectively and effectively. Directors, officers
  and employees should conduct themselves in a manner that avoids even the appearance
  of a conflict between their personal interests and those of the Company.

A
  conflict of interest situation may arise in many ways. It is not possible to
  discuss every circumstance that may lead to a conflict of interest, but the
  following examples are illustrative:

(a) Owning or holding a substantial
  financial interest in a company which has material business dealings with Entourage
  or which engages in any significant field of activity engaged in by Entourage.

(b) Acting as a director, officer,
  consultant or employee for any business enterprise with which Entourage has
  a competitive or significant business relationship, unless so requested or approved
  by the Company.

(c) Accepting gifts, payments, or services
  of significant value from those seeking to do business with Entourage.

(d) Knowingly competing with Entourage
  in the purchase or sale of property or diverting from Entourage a business opportunity
  in which Entourage has or is likely to have an interest.

(e) Placing of business with a firm
  owned or controlled by a Entourage employee, officer or Director without the
  prior specific approval of the Audit Committee and the Board.

It
  is Entourage's policy that actual or apparent conflicts of interest must be
  avoided, and any material transaction or relationship involving a potential
  conflict of interest must be approved in advance by the Board. In addition,
  all related party transactions of Entourage must be reviewed and approved by
  the Audit Committee.

Conflicts
  of interest may also arise if an employee, officer or Director, or a member
  of his or her family, receives improper personal benefits as a result of his
  or her position with Entourage. Company loans to or guarantees of obligations
  of such persons are of special concern, and personal loans to executive officers
  and Directors are prohibited by the Sarbanes-Oxley Act of 2002. It is Entourage's
  policy that such conflicts of interest involving improper personal benefits
  are prohibited. No loans may be made to any person for the purpose of exercising
  incentive stock options granted by the Company.

No
  employee, officer or Director may use any Company property or services for his
  or her own personal benefit, or for the personal benefit of anyone else. It
  should be noted that, with regard to some activities, there are both personal
  and Company benefits. These would include, for example, employee participation
  in continuing education programs. Therefore, any employee use of Company property
  or services which is not solely for the Company's benefit must be approved beforehand
  by the employee's immediate supervisor. Computer work stations and computer
  software are provided for the furtherance of Company business only. The Company's
  computer facilities should not be utilized for individual or outside projects
  for any purpose without the specific permission of your immediate supervisor.
  The Company's software programs are in many instances proprietary to the Company
  or are utilized by the Company through license and usage agreements with outside
  authors. Software programs should not be copied or transmitted by any means
  to any third party for private usage.

Financial
  statements and the books and records on which they are based must accurately
  reflect all corporate transactions. All receipts and disbursements of Company
  funds must be properly recorded in the books, and records must disclose the
  nature and purpose of the Company's transactions. All records and transactions
  are subject to review by internal and external auditors. Full cooperation with
  the auditors is expected and under no circumstances will any relevant information
  be intentionally withheld from them.



44

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| | (a) No undisclosed or unrecorded fund
        or asset of the Company shall be established for any purpose.                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                 
| | (b) No false or artificial entries shall
        be made in the books and records of the Company for any reason, and no
        employee or officer shall engage in any arrangement that results in such
        prohibited act.

| | (c) All transactions shall be executed in accordance
      with management's general or specific authorization.                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                       
| | (d) Transactions shall be properly recorded to
      permit preparation of financial statements in accordance with generally
      accepted accounting principles and to maintain accountability for assets.                                          
| |                                                                                                                                                                                                                                                       
| | (e) No payment on behalf of the Company shall
      be approved or made with the intention or understanding that any part of
      such payment is to be used for any purpose other than that described by
      the documents supporting the payment.

Where
  any person associated with the Company becomes aware of an example of a breach
  of the statements above, they should bring this breach to their immediate supervisors
  attention or to the attention of the audit committee.



Entourage
  encourages its employees to maintain an interest in political matters, but recognizes
  that participation in politics is primarily a matter of individual choice. Involvement
  and participation in political activities must be on an individual basis, on
  the employee's own time, and at the employee's own expense. Further, when an
  employee speaks on public issues, it must be made clear that comments or statements
  made are those of the individual and not the Company.

No
  Company funds or assets, including the work time of any employee, will be contributed,
  loaned, or made available, directly or indirectly, to any political party or
  the campaign of any candidate for political office.



With
  regard to trade secrets and confidential information of Entourage, employees
  must be guided by loyalty to Entourage and prudence in maintaining the secrecy
  of such trade secrets and confidential information. Employees should take care
  to refuse to allow the public or any other company, including our competitors,
  to obtain improper access to trade secret and confidential information. The
  following policies should be followed:

| | (a) Confidential information and trade secrets should
        be discussed only on a need-to-know basis with other employees.                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                             
| | (b) Be careful to avoid inadvertent disclosures of
        information in the course of social conversations or normal business relations
        with suppliers and customers.                                                             
| |                                                                                                                                                                                                                                             
| | (c) Any disclosure of trade secret or confidential
        information outside of the Company should be done only when appropriate
        protective agreements have been signed which have been approved by Entourage's
        attorneys.

8.
  Employee Relations

Entourage's
  policy is to provide good jobs and to operate under sound and legal personnel
  policies. Our objective is to be equitable and fair in the treatment of all
  our employees in all situations. This includes the following:

| | (a) The selection and placement of any employee is
        based on that employee's qualifications, and such decisions are always
        made without regard to race, religion, national origin, sex, age or physical
        or mental disabilities (so long as the employee/applicant is qualified
        for and can perform the job).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                            
| | (b) Compensation shall be in accordance with the
        employee's contribution to the Company, and compensation decisions shall
        also be made entirely independent of the considerations listed above.                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                            
| | (c) The Company will make every effort to provide
        a safe and healthy work environment for all employees. The Company will
        not tolerate any sexual harassment in the workplace, and appropriate disciplinary
        action will be taken should any instances of sexual harassment be discovered.                          

45

---

9.
  Drug and Alcohol Abuse

Company
  policy precludes the use or possession of any illegal drugs on Company property.
  Employees are also prohibited from being on Company property under the influence
  of illegal drugs. Alcohol may not be brought or consumed on Company property
  without the consent of the executive officer of the Company and such consent
  will be given normally only for social functions such as a christmas party or
  retirement party, if then.

10.
  Consultants

Entourage's
  policy is that all consultants that we retain should abide by the same code
  of business conduct as our employees. It is the responsibility of any Company
  employee retaining a consultant for any purpose to make sure the consultant
  is aware of our Code and agrees to abide by all of its provisions.

11.
  Disclosures in SEC Reports and Other Public Communications

The
  United States Securities and Exchange Commission (the "SEC") requires prompt
  public disclosure of material information about the Company. It is Entourage's
  policy that all disclosures to the public, including disclosures in reports
  and documents that the Company files with or submits to the SEC, press releases,
  speeches and investor and other public communications by the Company, will be
  full, fair, accurate, timely and understandable.



Directors,
  officers and employees must not use for personal gain, or reveal outside of
  the Company, material information which is neither known nor available to the
  general public. Where doubt exists as to the advisability or disclosure, employees
  should seek guidance from an executive officer of the Company.



Failure
  to comply with this Code may result in disciplinary actions, including warnings,
  suspensions, termination of employment or such other actions as may be appropriate
  under the circumstances. The responsibility for compliance with this Code,
  including the duty to seek interpretation when in doubt, rests with
  each person subject to this Code.



Entourage
  policy allows the use of any lawful method of investigation which Entourage
  believes is necessary to determine whether any person has engaged in conduct
  that interferes with or adversely affects Entourage's business. This includes
  the theft of any Company property or any property of any Company employee or
  visitor. It also includes suspicion of possession of drugs, alcohol, firearms
  or anything else, the possession of which on Company property is prohibited
  or restricted. All Company employees are expected to participate in Entourage's
  reasonable security efforts. Failure to do so may result in disciplinary action,
  including dismissal.



Routine
  questions concerning this Code should be directed to the employee's immediate
  supervisor. Requests for specific interpretations of this Code should be referred
  to any officer of the Company. The Code is intended to provide a general statement
  of Company policies and to provide guidance to Entourage personnel. No representation
  is made, however, either express or implied, that the policies stated in the
  Code are all the relevant policies, nor that they are a comprehensive, full
  or complete explanation of the laws, rules and regulations which are applicable
  to the Company and its personnel.



The
  Board shall review this Code as circumstances including those of the SEC.

Any
  changes to this Code and any waiver from this Code, including an implicit waiver
  resulting from inaction with respect to a reported or known violation of this
  Code, for an executive officer or Director of Entourage may be made only by
  the Board in writing and shall be promptly disclosed to Entourage's corporate
  counsel, shareholders and others as required by law and SEC rules and regulations.
  Any other change or waiver may be made only by an executive officer of Entourage
  or the Board.

46

---

17.
  Summary dictate, and when necessary or desirable amend the Code to ensure that
  Entourage continues to comply with applicable laws, rules and regulations,

It
  is expected that all Entourage personnel will transact the Company's business
  with the highest standards of integrity. By maintaining a sensitivity to and
  an awareness of the ethical aspects of business, we can ensure that our business
  conduct in all respects is exemplary. Entourage and its employees enjoy an outstanding
  reputation. Adherence to this Code will uphold and enhance that reputation.

ITEM 16(C).         PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

Audit
  Fees

The
  aggregate fees billed for each of the last two fiscal years for professional
  services rendered by the principal accountant for the audit of the registrant’s
  annual financial statements or services that are normally provided by the accountant
  in connection with statutory and regulatory filings or engagements for those
  fiscal years was Cdn $3,000 for both the fiscal year ending December 2003 and
  the fiscal year ending December 2002. This figure includes review work done
  during the year of the Company’s quarterly prepared financial statements,
  regulatory filings and initial registration statement filed on Form 20-F.

Tax
  Fees

The
  aggregate fees billed in each of the last two years for professional services
  rendered by the principal accountant for tax compliance, tax advice and tax
  planning were Cdn $3,250 primarily for review and preparation of the registrant’s
  Canadian tax returns and forms. This amount was billed both in the fiscal year
  ending December 2003 and the fiscal year ending December 2002.

Other
  than the tax related and audit related work described above, the registrant’s
  principal accountant has not performed any other services, and in particular
  has not performed any other non-audit related services, for the registrant.

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

Not
  applicable

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

Not
  applicable

PART III

ITEM 17.         FINANCIAL
  STATEMENTS

Not
  applicable

ITEM 18.         FINANCIAL
  STATEMENTS

The
  following financial statements, together with the reports of our independent
  accountants, are filed as part of this annual report

Audit Report

Audited
  Consolidated Financial Statements of the Company for the years ended September
  30, 2003, September 30, 2002 and September 30, 2001 and unaudited consolidated
  financial statements of the Company for the three month periods ended March
  31, 2004 and March 31, 2003.

47

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)



F-1

---



AUDITORS' REPORT

To the Stockholders of
  Entourage Mining Ltd.
  (An exploration stage company)

We have audited the balance sheets of Entourage Mining Ltd.
  (an exploration stage company) as at December 31, 2003 and 2002, and the statements
  of operations, cash flows, and stockholders' equity for the years then ended.
  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 United States and
  Canadian generally accepted auditing standards. 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 cash flows for the
  years then ended in accordance with United States generally accepted accounting
  principles applied on a consistent basis.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has suffered net losses and negative cash
  flows from operations since its inception that raise substantial doubt about
  its ability to continue as a going concern. Management plans as to this matter
  are discussed in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|Vancouver, Canada | "Morgan & Company"   
|----------------- | ---------------------
|May 6, 2004       | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

BALANCE SHEETS(Stated in Canadian Dollars)

|                                                         |   | DECEMBER 31 |  
|-------------------------------------------------------- | - | ----------- | -
|                                                         |   | 2003        |  
|                                                        
|ASSETS                                                   |   |             |  
|                                                        
|Current                                                  |   |             |  
|Cash                                                     | $ | 95,133      |  
|Goods and Services Tax recoverable                       |   | 11,569      |  
|                                                        
|                                                         | $ | 106,702     |  
|                                                        
|LIABILITIES                                              |   |             |  
|                                                        
|Current                                                  |   |             |  
|Accounts payable and accrued liabilities                 | $ | 184,960     |  
|Account payable to related parties                       |   | 152,240     |  
|                                                         |   | 337,200     |  
|                                                        
|SHAREHOLDERS' DEFICIENCY                                 |   |             |  
|                                                        
|Capital Stock(Note 4)                                    |   |             |  
|Authorized:                                              |   |             |  
|100,000,000 common
      voting shares without par value |   |             |  
|Issued:                                                  |   |             |  
|15,130,005 common
      voting shares (of which          |   | 336,501     |  
|3,750,000 are held in escrow)                            |   |             |  
|                                                        
|Contributed Capital                                      |   | 200,671     |  
|                                                        
|Subscriptions Received                                   |   | 190,816     |  
|                                                        
|Deficit Accumulated During The Exploration Stage         |   | (958,486    | )
|                                                         |   | (230,498    | )
|                                                        
|                                                         | $ | 106,702     |  

|Approved by the Board of Directors: |              
|----------------------------------- | -------------
|"Gregory F. Kennedy"                | "John Poloni"

See accompanying notes to the financial statements

F-3

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

STATEMENTS OF OPERATIONS(Stated in Canadian Dollars)

|                          |   |                         |   |   |             |   |   |           |   |   | INCEPTION |  
|------------------------- | - | ----------------------- | - | - | ----------- | - | - | --------- | - | - | --------- | -
|                          |   |                         |   |   |             |   |   |           |   |   | JUNE 16   |  
|                          |   |                         |   |   |             |   |   |           |   |   | 1995 TO   |  
|                          |   | YEARS ENDED DECEMBER 31 |   |   | DECEMBER 31 |  
|                          |   | 2003                    |   |   | 2002        |   |   | 2001      |   |   | 2003      |  
|                         
|Revenue                   | $ | -                       |   | $ | -           |   | $ | -         |   | $ | -         |  
|                         
|Expenses                  |   |                         |   |   |             |   |   |           |   |   |           |  
|Accounting and legal      |   | 49,399                  |   |   | 4,855       |   |   | 3,645     |   |   | 71,899    |  
|Consulting                |   | 3,000                   |   |   | -           |   |   | -         |   |   | 3,000     |  
|Exploration costs         |   | 246,628                 |   |   | -           |   |   | -         |   |   | 389,511   |  
|Interest expense          |   | 1,656                   |   |   | 541         |   |   | 1,062     |   |   | 7,464     |  
|Management fees           |   | -                       |   |   | 30,000      |   |   | 30,000    |   |   | 225,000   |  
|Office and sundry         |   | 18,832                  |   |   | 32          |   |   | 42        |   |   | 20,195    |  
|Professional fees         |   | -                       |   |   | -           |   |   | -         |   |   | 61,417    |  
|Rent                      |   | -                       |   |   | 24,000      |   |   | 24,000    |   |   | 180,000   |  
|                         
|Loss For The Year         | $ | (319,515                | ) | $ | (59,428     | ) | $ | (58,749   | ) | $ | (958,486  | )
|                         
|Loss Per Share, basic and |   |                         |   |   |             |   |   |           |   |   |           |  
|diluted                   | $ | (0.04                   | ) | $ | (0.01       | ) | $ | (0.03     | ) |   |           |  
|                         
|Weighted Average Number   |   |                         |   |   |             |   |   |           |   |   |           |  
|Of Shares Outstanding,    |   | 9,127,950               |   |   | 5,380,005   |   |   | 5,380,005 |   |   |           |  

See accompanying notes to the financial statements

F-4

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS(Stated in Canadian Dollars)

|                                          |                         |          |   |             |         |   |   |         |   |   | INCEPTION |  
|----------------------------------------- | ----------------------- | -------- | - | ----------- | ------- | - | - | ------- | - | - | --------- | -
|                                          |                         |          |   |             |         |   |   |         |   |   | JUNE 16   |  
|                                          |                         |          |   |             |         |   |   |         |   |   | 1995 TO   |  
|                                          | YEARS ENDED DECEMBER 31 |          |   | DECEMBER 31 |        
|                                          |                         | 2003     |   |             | 2002    |   |   | 2001    |   |   | 2003      |  
|                                         
|Operating Activities                      |                         |          |   |             |         |   |   |         |   |   |           |  
|Loss for the year                         | $                       | (319,515 | ) | $           | (59,428 | ) | $ | (58,749 | ) | $ | (958,486  | )
|                                         
|Adjustments To Reconcile Loss To Net      |                         |          |   |             |         |   |   |         |   |   |           |  
|Cash Used By Operating Activities         |                         |          |   |             |         |   |   |         |   |   |           |  
|Shares issued for mineral property        |                         | 60,000   |   |             | -       |   |   | -       |   |   | 60,000    |  
|Changes in non-cash working capital       |                         |          |   |             |         |   |   |         |   |   |           |  
|items:                                    |                         |          |   |             |         |   |   |         |   |   |           |  
|Goods and Services Tax refundable         |                         | (11,569  | ) |             | 3,978   |   |   | (217    | ) |   | (11,569   | )
|Accounts payable and accrued              |                         |          |   |             |         |   |   |         |   |   |           |  
|liabilities                               |                         | 132,328  |   |             | 4,611   |   |   | 58,865  |   |   | 184,960   |  
|Accounts
      payable to related parties |                         | 43,073   |   |             | 50,831  |   |   | -       |   |   | 152,240   |  
|Total Adjustments                         |                         | 223,832  |   |             | 59,420  |   |   | 58,648  |   |   | 385,631   |  
|                                          |                         | (95,683  | ) |             | (8      | ) |   | (101    | ) |   | (572,855  | )
|                                         
|Financing Activities                      |                         |          |   |             |         |   |   |         |   |   |           |  
|Contributed capital                       |                         | -        |   |             | -       |   |   | -       |   |   | 200,671   |  
|Issue of capital
      stock              |                         | -        |   |             | -       |   |   | -       |   |   | 276,501   |  
|Subscriptions received                    |                         | 190,816  |   |             | -       |   |   | -       |   |   | 190,816   |  
|                                          |                         | 190,816  |   |             | -       |   |   | -       |   |   | 667,988   |  
|                                         
|Increase (Decrease) In Cash               |                         | 95,133   |   |             | (8      | ) |   | (101    | ) |   | 95,133    |  
|                                         
|Cash, Beginning Of Year                   |                         | -        |   |             | 8       |   |   | 109     |   |   | -         |  
|                                         
|Cash, End Of Year                         | $                       | 95,133   |   | $           | -       |   | $ | 8       |   | $ | 95,133    |  

See accompanying notes to the financial statements

F-5

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIENCY(Stated in Canadian Dollars)

|                           |            |  |   |         |  |   |             |  |   | DEFICIT     |   |   |          |  
|-------------------------- | ---------- |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | -------- | -
|                           |            |  |   |         |  |   |             |  |   | ACCUMULATED |   |   |          |  
|                           | NUMBER     |  |   |         |  |   |             |  |   | DURING THE  |   |   |          |  
|                           | OF         |  |   |         |  |   | CONTRIBUTED |  |   | EXPLORATION |   |   |          |  
|                           | SHARES     |  |   | AMOUNT  |  |   | CAPITAL     |  |   | STAGE       |   |   | TOTAL    |  
|Share issued for cash      | 5          |  | $ | 1       |  | $ | -           |  | $ | -           |   | $ | 1        |  
|Loss for the period        | -          |  |   | -       |  |   |             |  |   | (38,624     | ) |   | (38,624  | )
|Balance, December 31, 1995 | 5          |  |   | 1       |  |   | -           |  |   | (38,624     | ) |   | (38,623  | )
|Shares issued for cash     | 9,130,000  |  |   | 276,500 |  |   | -           |  |   | -           |   |   | 276,500  |  
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (210,592    | ) |   | (210,592 | )
|Balance, December 31,1996  | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (249,216    | ) |   | 27,285   |  
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (74,529     | ) |   | (74,529  | )
|Balance, December 31, 1997 | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (323,745    | ) |   | (47,244  | )
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (60,148     | ) |   | (60,148  | )
|Balance, December 31, 1998 | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (383,893    | ) |   | (107,392 | )
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (70,046     | ) |   | (70,046  | )
|Balance, December 31, 1999 | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (453,939    | ) |   | (177,438 | )
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (66,855     | ) |   | (66,855  | )
|Balance, December 31, 2000 | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (520,794    | ) |   | (244,293 | )
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (58,749     | ) |   | (58,749  | )
|Balance, December 31, 2001 | 9,130,005  |  |   | 276,501 |  |   | -           |  |   | (579,543    | ) |   | (303,042 | )
|Forgiveness of amounts due |            |  |   |         |  |   |             |  |   |             |   |   |          |  
|to related party           | -          |  |   | -       |  |   | 200,671     |  |   | -           |   |   | 200,671  |  
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (59,428     | ) |   | (59,428  | )
|Balance, December 31, 2002 | 9,130,005  |  |   | 276,501 |  |   | 200,671     |  |   | (638,971    | ) |   | (161,799 | )
|Shares issued for mineral  |            |  |   |         |  |   |             |  |   |             |   |   |          |  
|property                   | 6,000,000  |  |   | 60,000  |  |   | -           |  |   | -           |   |   | 60,000   |  
|Loss for the year          | -          |  |   | -       |  |   | -           |  |   | (319,515    | ) |   | (319,515 | )
|Balance, December 31, 2003 | 15,130,005 |  | $ | 336,501 |  | $ | 200,671     |  | $ | (958,486    | ) | $ | (421,314 | )

See accompanying notes to the financial statements

F-6

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company is incorporated in the Province
        of British Columbia, Canada, and its principal business activity is the
        acquisition, exploration and development of mineral properties.                                                                                                                                                                                                                                                                                                                                                            
|  
|   | These financial statements have been prepared
        in accordance with generally accepted accounting principles applicable
        to a going concern which assume that the Company will realize its assets
        and discharge its liabilities in the normal course of business. Realization
        values may be substantially difference from the carrying values shown
        in the financial statements should the Company be unable to continue as
        a going concern.                                                                       
|  
|   | The Company has experienced significant
        operating losses and, at December 31, 2003, has a working capital deficiency
        of $230,498, and has an accumulated deficit of $958,486. The recurring
        losses and lack of working capital raise substantial doubt about the Company's
        ability to continue as a going concern.                                                                                                                                                                                                             
|  
|   | The Company's ability to meet its obligations
        and maintain operations is contingent upon successful completion of additional
        financing arrangements and the continuing support of its creditors. Management
        is working to obtain sufficient working capital from external sources
        in order to continue operations, as well as identifying new business opportunities.
        There is, however, no assurance that the aforementioned events, including
        the receipt of additional funding, will occur or be successful.
|  
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | The financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates which
        have been made using careful judgement.                                                                                                                              
|  
|   | The financial statements have, in management's
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                               
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|  
|   | b)                                        
|  
|   |                                           
|  
|   | c)                                        
|  
|   |                                           
|  
|   |                                           
|  
|   | d)                                        
|  
|   |                                           

F-8

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|-- | -------------------------------------------
|   |                                            
|   | e)                                         
|   |                                            
|   | f)                                         
|  
|   |                                            
|  
|   | g)                                         
|  
|   |                                            

F-9

---

ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|3. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | By an assignment agreement dated March
        17, 2003, as amended May 17, 2003, the Company holds an option to acquire
        a 60% interest, subject to a 3% gross overriding royalty, in two groups
        of mineral claims located in the Yukon Territory. As consideration for
        the assignment, the Company has agreed to pay, to the assignor, the sum
        of $60,000 once the Company has been financed, and to issue 6,000,000
        common shares (issued). Under the terms of the option agreement, the Company
        must incur a total of $500,000 in exploration expenditures, and make additional
        cash payments totalling $80,000 through November 1, 2007.
|  
|4. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-10

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ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|6. | INCOME TAXES
      A reconciliation of income taxes at statutory rates to the Company's
        effective income tax expense is as follows:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------

|                                                    |                                   |   | 2003     |   |   | 2002     |   |   | 2001     |  
|--------------------------------------------------- | --------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|                                                   
|                                                    | Loss for the year                 | $ | (319,515 | ) | $ | (59,428  | ) | $ | (58,749  | )
|                                                    | Statutory tax rate                |   | 37.6%    |   |   | 39.6%    |   |   | 44.6%    |  
|                                                    | Expected income tax provision     | $ | (120,202 | ) | $ | (23,533  | ) | $ | (26,202  | )
|                                                    | Non-deductible differences        | $ | -        |   | $ | -        |   | $ | -        |  
|                                                    | Unrecognized tax losses           | $ | 120,202  |   | $ | 23,533   |   | $ | 26,202   |  
|                                                   
|                                                    | Income tax provision              | $ | -        |   | $ | -        |   | $ | -        |  
|                                                   
|Details of future income tax assets are as follows: |                                   |   |          |   |   |          |   |  
|                                                   
|                                                    |                                   |   | 2003     |   |   | 2002     |   |   | 2001     |  
|                                                   
|                                                    | Mineral properties                | $ | 34,943   |   | $ | 36,782   |   | $ | 41,428   |  
|                                                    | Loss available for future periods |   | 253,694  |   |   | 140,519  |   |   | 194,750  |  
|                                                    | Valuation allowance               |   | (288,637 | ) |   | (177,301 | ) |   | (236,178 | )
|                                                   
|                                                    | Net future income tax asset       | $ | -        |   | $ | -        |   | $ | -        |  

The Company has non-capital losses for income tax purposes
  of $674,360 which may be available to reduce taxable income in future years.
  The potential benefit of these losses has been recognized as a future income
  tax benefit but has been reduced by a valuation allowance, as currently these
  amounts are less than likely to be realized. These losses expire as follows:

|2005 | $ | 55,348 
|---- | - | -------
|2006 |   | 114,465
|2007 |   | 66,855 
|2008 |   | 58,749 
|2009 |   | 59,428 
|2010 |   | 319,515
|     | $ | 674,360

The Company also has Canadian resource deductions totalling $92,883 with no
  specified expiry date.

F-11

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ENTOURAGE MINING LTD.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002(Stated in Canadian Dollars)

|7. | SUBSEQUENT EVENTS
|-- | -----------------
|  
|   | a)               
|  
|   | b)               

F-12

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2004 and MARCH 31, 2003

(These unaudited interim consolidated financial statements
  have not been reviewed by our auditors.)

F-13

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

FINANCIAL STATEMENTS
  (Prepared by Management)

MARCH 31, 2004 & MARCH 31, 2003

BALANCE SHEET (Stated in Canadian Dollars)

|                                                 |   | MARCH
      31 |   |   | DECEMBER
      31 |  
|------------------------------------------------ | - | -------------- | - | - | ----------------- | -
|                                                 |   | 2004           |   |   | 2003              |  
|                                                 |   |                |   |   |                   |  
|ASSETS                                           |   |                |   |   |                   |  
|                                                 |   |                |   |   |                   |  
|Current                                          |   |                |   |   |                   |  
|Cash                                             |   | 12,173         |   | $ | 95,133            |  
|Goods
      and Services Tax recoverable         |   | 11,799         |   |   | 11,569            |  
|                                                 | $ | 23,972         |   | $ | 106,702           |  
|                                                 |   |                |   |   |                   |  
|LIABILITIES                                      |   |                |   |   |                   |  
|                                                 |   |                |   |   |                   |  
|Current                                          |   |                |   |   |                   |  
|Accounts
      payable and accrued liabilities   | $ | 95,120         |   | $ | 184,960           |  
|Accounts
      payable to related parties        |   | 168,435        |   |   | 152,240           |  
|                                                 |   | 263,555        |   |   | 337,200           |  
|                                                 |   |                |   |   |                   |  
|SHAREHOLDERS DEFICIENCY                         |   |                |   |   |                   |  
|                                                 |   |                |   |   |                   |  
|Share Capital(Note 2)                            |   | 555,951        |   |   | 336,501           |  
|                                                 |   |                |   |   |                   |  
|Contributed Capital                              |   | 200,671        |   |   | 200,671           |  
|                                                 |   |                |   |   |                   |  
|Subscriptions Received                           |   | -              |   |   | 190,816           |  
|                                                 |   |                |   |   |                   |  
|Deficit Accumulated During The Exploration Stage |   | (996,205       | ) |   | (958,486          | )
|                                                 |   | (239,583       | ) |   | (230,498          | )
|                                                 |   |                |   |   |                   |  
|                                                 | $ | 23,972         |   | $ | 106,702           |  

See accompanying notes to the financial statements

F-14

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT (Stated in Canadian Dollars)

|                                       |   |                    |  |   |           |  |   | INCEPTION | 
|-------------------------------------- | - | ------------------ |  | - | --------- |  | - | --------- | 
|                                       |   |                    |  |   |           |  |   | JUNE 16   | 
|                                       |   | THREE MONTHS ENDED |  |   | 1995 TO   | 
|                                       |   | MARCH 31           |  |   | MARCH 31  | 
|                                       |   | 2004               |  |   | 2003      |  |   | 2004      | 
|                                       |   |                    |  |   |           |  |   |           | 
|Revenue                                | $ | -                  |  | $ | -         |  | $ | -         | 
|                                       |   |                    |  |   |           |  |   |           | 
|Expenses                               |   |                    |  |   |           |  |   |           | 
|Accounting
      and legal             |   | 15,036             |  |   | -         |  |   | 86,935    | 
|Consulting                             |   | 4,000              |  |   | -         |  |   | 7,000     | 
|Exploration
      costs                |   | 3,625              |  |   | -         |  |   | 393,136   | 
|Interest
      expense                 |   | -                  |  |   | -         |  |   | 7,464     | 
|Management
      fees                  |   | -                  |  |   | -         |  |   | 225,000   | 
|Office
      and sundry                |   | 14,433             |  |   | 1,765     |  |   | 34,628    | 
|Professional
      fees                |   | -                  |  |   | 22,982    |  |   | 61,417    | 
|Rent                                   |   | 625                |  |   | -         |  |   | 180,625   | 
|                                       |   |                    |  |   |           |  |   |           | 
|Loss For The Period                    |   | 37,719             |  |   | 24,747    |  | $ | 996,205   | 
|                                       |   |                    |  |   |           |  |   |           | 
|Deficit, Beginning Of Period           |   | 958,486            |  |   | 638,971   |  |   |           | 
|                                       |   |                    |  |   |           |  |   |           | 
|Deficit,
      End Of Period           | $ | 996,205            |  | $ | 663,718   |  |   |           | 
|                                       |   |                    |  |   |           |  |   |           | 
|Basic And
      Diluted Loss Per Share | $ | 0.01               |  | $ | 0.01      |  |   |           | 
|                                       |   |                    |  |   |           |  |   |           | 
|Weighted AverageNumber Of Shares       |   |                    |  |   |           |  |   |           | 
|Outstanding                            |   | 15,732,889         |  |   | 9,130,005 |  |   |           | 

See accompanying notes to the financial statements

F-15

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

STATEMENT OF CASH FLOWS (Stated in Canadian Dollars)

|                                                |   |                    |   |   |          |   |   | INCEPTION |  
|----------------------------------------------- | - | ------------------ | - | - | -------- | - | - | --------- | -
|                                                |   |                    |   |   |          |   |   | JUNE 16   |  
|                                                |   | THREE MONTHS ENDED |   |   | 1995 TO  |  
|                                                |   | MARCH 31           |   |   | MARCH 31 |  
|                                                |   | 2004               |   |   | 2003     |   |   | 2004      |  
|                                                |   |                    |   |   |          |   |   |           |  
|Cash Flows From Operating Activities            |   |                    |   |   |          |   |   |           |  
|Loss
      for the period                       | $ | (37,719            | ) | $ | (24,747  | ) | $ | (996,205  | )
|                                                |   |                    |   |   |          |   |   |           |  
|Changes
      in non-cash working capital item: |   |                    |   |   |          |   |   |           |  
|Goods
      and Services Tax refundable         |   | (230               | ) |   | -        |   |   | (11,799   | )
|Accounts
      payable and accrued liabilities  |   | (89,840            | ) |   | 24,747   |   |   | 95,120    |  
|Accounts
      payable to related parties       |   | 16,195             |   |   | -        |   |   | 168,435   |  
|                                                |   |                    |   |   |          |   |   |           |  
|                                                |   | (111,594           | ) |   | -        |   |   | (744,449  | )
|                                                |   |                    |   |   |          |   |   |           |  
|Cash Flows From Financing Activities            |   |                    |   |   |          |   |   |           |  
|Contributed
      capital                       |   | -                  |   |   | -        |   |   | 200,671   |  
|Subscriptions
      received                    |   | (190,816           | ) |   |          |   |   | -         |  
|Issue
      of capital stock                    |   | 219,450            |   |   | -        |   |   | 555,951   |  
|                                                |   | 28,634             |   |   | -        |   |   | 756,622   |  
|                                                |   |                    |   |   |          |   |   |           |  
|Net Change In Cash                              |   | (82,960            | ) |   | -        |   |   | 12,173    |  
|                                                |   |                    |   |   |          |   |   |           |  
|Cash, Beginning Of Period                       |   | 95,133             |   |   | -        |   |   | -         |  
|                                                |   |                    |   |   |          |   |   |           |  
|Cash, End
      Of Period                       | $ | 12,173             |   | $ | -        |   | $ | 12,173    |  

See accompanying notes to the financial statements

F-16

---

ENTOURAGE MINING LTD. (An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2004

|1. | BASIS OF PRESENTATION
      The interim financial statements of Entourage Mining
        Ltd. (the Company) have been prepared by management in accordance
        with accounting principles generally accepted in Canada. The interim financial
        statements have been prepared following the same accounting policies and
        methods of computation as the financial statements for the fiscal year
        ended December 31, 2003. The interim financial statements should be read
        in conjunction with the financial statements and the notes thereto in
        the Companys annual report for the year ended December 31, 2003.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |  |                                        | NUMBER          |  |   |               | 
| |  | -------------------------------------- | --------------- |  | - | ------------- | 
| |  |                                        | OF
      SHARES |  |   | CONSIDERATION | 
| |  |                                        |                 |  |   |               | 
| |  | Balance, December 31, 2003             | 15,130,005      |  | $ | 336,501       | 
| |  | Issued pursuant to a private placement | 997,500         |  |   | 219,450       | 
| |  | Balance, March 31, 2004                | 16,127,505      |  | $ | 555,951       | 

|       | c)                         | Of the Company's issued and outstanding shares, 3,750,000
        are held in escrow, their release being subject to the approval of the
        regulatory authorities.
|------ | -------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                            |                                                                                                                                                                         
|       | d)                         | During the period ended March 31, 2004, the Company
        granted 900,000 stock options exercisable at US$0.25 per share over two
        years.                      
|       |                            |                                                                                                                                                                         
|**3.** | RELATED PARTY TRANSACTIONS
|       |                            |                                                                                                                                                                         
|       | a)                         | During the period ended March 31, 2004, the Company
        incurred $4,000 (2003 - Nil) for consulting fees.                                                           
|       |                            |                                                                                                                                                                         
|       | b)                         | Included in accounts payable at March 31, 2004 is
        $168,435 (2003 - $109,167) owing to a director and a company controlled
        by the same director.         

F-17

---

ITEM 19.         EXHIBITS

|Exhibit Number |                                                                                                                                                                               | Page
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|               |                                                                                                                                                                               |     
|1.1            | Certificate of Incorporation                                                                                                                                                  | *   
|               |                                                                                                                                                                               |     
|1.2            | Articles (Bylaws) of the Corporation                                                                                                                                          | *   
|               |                                                                                                                                                                               |     
|4.a.1          | Escrow Agreement dated August 19, 1996, entered into between
      us, Ernest S. Peters, and Cherri Peters, and Montreal Trust Company of Canada.                             | *   
|               |                                                                                                                                                                               |     
|4.a.2          | Assignment Agreement dated March 17, 2003, between us and
      the YK Group.                                                                                                 | *   
|               |                                                                                                                                                                               |     
|4.a.3          | Registrar and Transfer Agent Appointment Agreement dated October
      24, 1996, entered into with Computershare Trust Company of Canada.                                     | *   
|               |                                                                                                                                                                               |     
|4.a.4          | Agreement between Goodsprings Development Corp. and the Company
      dated effective June 1, 2004 concerning the GBW project and mineral property
      in Esmeralda, Nevada | *   
|               |                                                                                                                                                                               |     
|31.1           | Section 302 Certification of CEO                                                                                                                                              |     
|               |                                                                                                                                                                               |     
|31.2           | Section 302 Certification of CFO                                                                                                                                              |     
|               |                                                                                                                                                                               |     
|32.1           | Section 906 Certification of CEO                                                                                                                                              |     
|               |                                                                                                                                                                               |     
|32.2           | Section 906 Certification of CFO                                                                                                                                              |     

* Incorporated by reference, as previously filed with the Commission in the
    Company's initial Form 20-F registration statement or in subsequent reports
    on Form 6-K


48

---

SIGNATURES

The
  registrant hereby certifies that it meets all of the requirements for filing
  on Form 20-F and that it has duly caused and authorized the undersigned to sign
  this Annual Report on its behalf.

| | Entourage Mining Ltd.                                                                             | 
| | ------------------------------------------------------------------------------------------------- | 
| |                                                                                                   | 
| | /s/ GREGORY F. KENNEDY
      Gregory F. Kennedy 
        President and C.E.O.
      June 28, 2004 | 

49

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