UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F

ÿREGISTRATION 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, 2004



OR



ÿTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934



For the transition period from __________ to _______________





Commission file number  000-30780



MAX Resource Corp.

(Exact name of Registrant as specified in its charter)



Alberta, Canada

(Jurisdiction of incorporation or organization)



400 Burrard Street, Suite 1400, Vancouver, British Columbia V6C 3G2

(Address of principal executive offices)



Securities registered or to be registered pursuant to Section 12(b) of the Act.



Title of each class                    Name of each exchange on which registered

N/A                                                                   N/A



Securities registered or to be registered pursuant to Section 12(g) of the Act.



Common Shares Without Par Value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.



None

(Title of Class)







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:



5,948,125 common shares without par value



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   X Yes     ÿ    No



Indicate by check mark which financial statement item the registrant has elected to follow.



X Item 17    ÿ  Item 18







MAX Resource Corp.

Form 20-F Annual Report

Table of Contents



Part I



Page



Item 1.

Identity of Directors, Senior Management and Advisers

4

Item 2.

Offer Statistics and Expected Timetable

4

Item 3.

Key Information

4

Item 4.

Information on the Company

9

Item 5.

Operating and Financial Review and Prospects

17

Item 6.

Directors, Senior Management and Employees

20

Item 7.

Major Shareholders and Related Party

25

Transactions



Item 8.

Financial Information

27

Item 9.

The Offer and Listing

28

Item 10.

Additional Information

29

Item 11.

Quantitative and Qualitative

35

Disclosures about Market Risk



Item 12.

Description of Securities other than Equity Securities

35



Part II



Item 13.

Defaults, Dividend Arrearages and Delinquencies

36

Item 14.

Material Modifications to the Rights of Securities Holders

36

and Use of Proceeds



Item 15.

Controls and Procedures

36

Item 16A.

Audit Committee Financial Expert

37



Part III



Item 17.

Financial Statements

38

Item 18.

Financial Statements

38

Item 19.

Exhibits

39





4



FORWARD-LOOKING STATEMENTS



We caution you that certain important factors (including without limitation those set forth in this Form 20-F) may affect our actual results and could cause such results to differ materially from any forward-looking statements that may be deemed to have been made in this Form 20-F annual report, or that are otherwise made by or on our behalf.  For this purpose, any statements contained in this annual report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as may, except, believe, anticipate, intend, could, estimate, or continue, or the negative or other variations of comparable terminology, are intended to identify forward-looking statements.







PART I



Item 1.

Identity of Directors, Senior Management and Advisers



Not applicable



Item 2.

Offer Statistics and Expected Timetable



Not applicable



Item 3.

Key Information



3.A

Selected Financial Data



The following tables set forth our financial data for the last five years ended December 31.  We derived all figures from our financial statements, which were examined by our independent auditor.  This information should be read in conjunction with our financial statements included in this annual report.



Our financial statements included in this annual report and the table set forth below, have been prepared in accordance with accounting principles generally accepted in Canada. A reconciliation to United States generally accepted accounting principles is included in Note 8 to our audited financial statements.  All amounts are expressed in Canadian dollars.







5



Selected Financial Data

(CDN$ in 000, except per share data)





|                                  | Year
Ended
12/31/04 | Year Ended 12/31/03 | Year Ended 12/31/02 | Year
Ended 12/31/01 | Year
Ended  12/31/00
|--------------------------------- | ------------------- | ------------------- | ------------------- | ------------------- | --------------------
|                                  |                     |                     |                     |                     |                     
|                                  |                     |                     |                     |                     |                     
|Revenue                           | Nil                 | Nil                 | Nil                 | $2                  | $3                  
|Net Income(Loss)Cdn. GAAP         | ($209)              | ($157)              | ($110)              | ($282)              | ($102)              
|Earnings(Loss) Per Share Cdn GAAP | ($0.04)             | ($0.05)             | ($0.06)             | ($0.05)             | ($0.02)             
|                                  |                     |                     |                     |                     |                     
|Net Income(Loss)
US GAAP          | ($693)              | ($355)              | ($110)              | ($155)              | ($118)              
|Earnings (Loss) Per Share US GAAP | ($0.13)             | ($0.10)             | ($0.12)             | ($0.03)             | ($0.02)             
|                                  |                     |                     |                     |                     |                     
|Dividends Per Share Cdn GAAP      | 0                   | 0                   | 0                   | 0                   | 0                   
|Dividends Per Share US GAAP       | 0                   | 0                   | 0                   | 0                   | 0                   
|                                  |                     |                     |                     |                     |                     
|Working Capital                   | ($57)               | $199                | $12                 | ($64)               | $91                 
|Mineral Properties Cdn GAAP       | $682                | $199                | 0                   | 0                   | $126                
|Mineral Properties US GAAP        | 0                   | 0                   | 0                   | 0                   | 0                   
|Long Term Debt Cdn GAAP           | 0                   | 0                   | 0                   | 0                   | 0                   
|                                  |                     |                     |                     |                     |                     
|Shareholders Equity Cdn GAAP     | $625                | $397                | $13                 | ($63)               | $219                
|Shareholders Equity US GAAP      | (63)                | $193                | $6                  | ($69)               | $86                 
|Total Assets Cdn GAAP             | $687                | $476                | $55                 | $4                  | $223                
|Total Assets US GAAP              | $5                  | $278                | $55                 | $4                  | $96                 



In this annual report, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.  Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar.  On June 20, 2005, the exchange rate in effect for Canadian dollars exchanged for United States dollars (the US dollars that a Canadian dollar buys) was $0.8116.  This exchange rate is based on the noon buying rates in New York City, for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York.  For the past five years ended December 31 and for the last six month ends from December 31, 2004 to May 31, 2005, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars (the US dollars that a Canadian dollar buys), calculated in the same manner as above:

Annual Period

Average





Year ended Dec 31, 2004

$0.7936

Year ended Dec 31, 2003

$0.7194

Year ended Dec 31, 2002

$0.6369



Year ended Dec 31, 2001

$0.6451

Year ended Dec 31, 2000

$0.6667





6



Monthly Period



Low - High





Month ended Dec 31, 2004

$0.8056 - $0.8433



Month ended Jan 31, 2005

$0.8051 - $0.8342



Month ended Feb 28, 2005

$0.7958 - $0.8131



Month ended Mar 31, 2005

$0.8024 - $0.8320

Month ended Apr 30, 2005

$0.7922 - $0.8159

Month ended May 31, 2005

$0.7988 - $0.8103



B.        Capitalization and Indebtedness



Not Applicable



C.        Reasons for the Offer and Use of Proceeds



Not Applicable





D.

Risk Factors



Any investment in our common shares involves a high degree of risk.  You should consider carefully the following information before you decide to buy our common shares.  If any of the events discussed in the following risk factors actually occurs, our business, financial condition or results of operations would likely suffer.  In this case, the market price of our common shares could decline, and you could lose all or part of your investment in our shares.  In particular, you should consider carefully the following risk factors:



We have a history of losses.



We have incurred losses in our business operations since inception, and we expect that we will continue to lose money for the foreseeable future.  From our incorporation on April 25, 1994 to December 31, 2004, we have incurred losses.  Very few junior resource companies ever become profitable and typically incur large losses until they enter production or are able to sell a mineral property to a major resource company.  Failure to achieve and maintain profitability may adversely affect the market price of our common shares.



Very few mineral properties are ultimately developed into producing mines.



The business of exploration for minerals and mining involves a high degree of risk.  Few properties that are explored are ultimately developed into producing mines.  Most exploration projects do not result in the discovery of commercially mineable deposits of ore.



Substantial expenditures will be required for us to establish ore reserves through drilling, to develop metallurgical processes, to extract the metal from the ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining.





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Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that we will discover minerals in sufficient quantities to justify commercial operations or that we can obtain the funds required for development on a timely basis.  The economics of developing precious and base metal mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and other factors such as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.



If we do not obtain additional financing, our business will fail.



Our current operating funds are less than necessary to acquire an interest in, and to conduct exploration on, a mineral property, and therefore we will need to obtain additional financing in order to complete our business plan.  As at December 31, 2004, we had cash on hand of $2,010.  Our business plan calls for significant expenses in connection with the acquisition and exploration of mineral claims.  We will require additional financing in order to complete these activities.  In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once we complete exploration on any mineral property we acquire.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.



We believe the only realistic source of future funds presently available to us is through the sale of equity capital.  Any sale of share capital will result in dilution to existing shareholders.



Because management has only limited experience in resource exploration, the business has a higher risk of failure.



Our management, while experienced in business operations, has only limited experience in resource exploration.  None of our directors or officers has any significant technical training or experience in resource exploration or mining.  We rely on the opinions of consulting geologists that we retain from time to time for specific exploration projects or property reviews.  As a result of our managements inexperience, there is a higher risk of our being unable to complete our business plan.



Mineral exploration involves a high degree of risk against which we are not currently insured.



Unusual or unexpected rock formations, formation pressures, fires, power outages, labour disruptions, flooding, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are risks involved in the operation of mines and the conduct of exploration programs.  We have relied on and will continue to rely upon consultants and others for exploration expertise.



It is not always possible to fully insure against such risks and we may decide not to take out insurance against such risks as a result of high premiums or other reasons.  Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our common stock.





8



We may require permits and licenses that we may not be able to obtain.



Our operations may require licenses and permits from various governmental authorities.  There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to conduct exploration, development and mining operations at any projects we acquire.



Metal prices fluctuate widely.



Factors beyond our control may affect the marketability of any resource we discover.  Metal prices have fluctuated widely, particularly in recent years.  The effect of these factors cannot accurately be predicted.



The resource industry is very competitive.



The resource industry is intensely competitive in all its phases.  We compete with many companies possessing greater financial resources and technical facilities than us for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.



Our operations may be adversely affected by environmental regulations.



Our operations may be subject to environmental regulations promulgated by government agencies from time to time.  Environmental legislation provides for restrictions and prohibitions on spills, release or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution.  A breach of such legislation may result in the imposition of fines and penalties.  In addition, certain types of operations require the submission and approval of environmental impact assessments.  Environmental legislation is evolving in a manner, which means that standards, enforcement, fines and penalties for non-compliance are more stringent.  Environmental assessments of proposed projects carry a heightened degree of responsibility for us and our directors, officers and consultants.  The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of our operations.  We do not maintain environmental liability insurance.



The trading market for our shares is not always liquid.



Although our shares trade on the TSX Venture Exchange and the NASD OTC Bulletin Board, the volume of shares traded at any one time can be limited, and, as a result, there may not be a liquid trading market for our shares.



Our securities may be subject to penny stock regulation.



Our stock is subject to penny stock rules as defined in 1934 Securities and Exchange Act rule 3151-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Our common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than U.S. $5.00 (other than securities registered on certain





9



national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).



The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common shares in the United States and shareholders may find it more difficult to sell their shares.



Item 4.  Information on the Company



4.A

History and Development of the Company



We were incorporated pursuant to the Business Corporations Act in the Province of Alberta, Canada by registration of our Memorandum and Articles of Association and the issuance by the Registrar of Companies of a Certificate of Incorporation on April 25, 1994.



At the Annual General Meeting of Vancan Capital Corp. held on March 31, 2004 the shareholders approved the change of the Companys name to its present name with this name change being effected on May 14, 2004    The new trading symbol for the Company on the TSX Venture Exchange is MXR with the new symbol on the OTC Bulletin Board being MXROF.



We are a reporting issuer in the United States and our annual report and 6K filings can be found on the SECs EDGAR system at www.sec.gov.  We are a reporting issuer in certain Canadian jurisdictions and our required disclosure filings for Canada can be found at www.sedar.com.



Our head office is located at 400 Burrard Street, Suite 1400, Vancouver, British Columbia, Canada, V6C 3G2.  Our telephone number is (604) 643-1719.



We have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets.



We are engaged in the business of acquiring and exploring resource properties.





10



On May 17, 2004 we entered into an Option Agreement with Zazu Exploration, Inc. (Zazu) to acquire an interest in the Gold Hill Property near Cantwell, Alaska. Zazu Exploration, Inc. is a privately-held Texas corporation, which holds a Lease on the Gold Hill Claims from GCO Minerals Company.



Under the terms of the Option Agreement, we paid $63,691 (US$48,200) and issued 100,000 shares valued at $47,000 and 100,000 warrants exercisable at $0.47 per share for a two year period. In order to maintain the Option, we must issue an additional 200,000 shares by January 1, 2005 (issued at a value of $74,000) and a further 200,000 shares by January 1, 2006.  Only the issuance of the shares due January 1, 2006 is still outstanding.



Under the terms of the Option Agreement, we have assumed all of Zazus obligations under their lease with GCO Minerals Corp. (GCO) which include the following minimum work commitments and Advance Royalty Payments (in U.S. funds):



Year

Work Commitment

Advance Royalty

2004

$100,000 (incurred)

$    5,000 (paid)

2005

150,000

15,000 (paid)

2006

250,000

25,000

2007

250,000

25,000

2008

500,000

50,000

2009

500,000

75,000

2010

500,000

100,000



Upon exercise of the Option, we can earn up to a 90% interest in the Gold Hill claims, subject to a net smelter return (NSR) and back-in rights to GCO that would allow GCO to buy back up to a 30% interest in the Gold Hill claims by paying us the lesser of US$5,000,000 or 300% of all costs incurred to completion of a Feasibility Report.  The NSR will fluctuate from 1.5% to 4.0% depending on the price of gold.  In addition, we will pay to Zazu an additional NSR of 1%.



Approximately US$110,000 of the 2005 work commitment has already been expended during 2004.  Approximately US$40,000 of the 2005 work commitment still has to be spent.



Target Claims



In the fiscal year ended December 31, 2003, we entered into agreements with Mr. David G. Lorne to acquire a 50% interest in two mineral claims located in the Longtom Lake area of the Northwest Territories, Canada known as the Target Claims.  The claims are in the exploration stage.  There is no assurance that a commercially viable mineral deposit exists on the property.  Further exploration will be required before a final evaluation as to the economic feasibility of the claims is determined.



By agreement dated January 15, 2003 we entered into an agreement to acquire a 50% interest in a mineral claim located east of Hottah Lake in the Northwest Territories of Northern Canada (the Target 2 Claim).  We acquired our interest in the claim by making cash payments totalling $15,000, issuing 200,000 common shares at a price of $0.20 each and agreeing to incur a minimum of $100,000 (since reduced to $50,000, which amount has already been incurred) in exploration expenditures on the Claim in stages by December 31, 2004.





11



By agreement dated April 16, 2003, we obtained the right to acquire a 50% interest in a mineral claim comprising 1,781.9 acres located in the Longtom Lake area of the Northwest Territories (the Target 1 Claim).  To earn our interest, we paid $15,000 and issued 200,000 common shares at a price of $0.38 per share.



Both agreements have provided that we enter into a single purpose joint venture agreement with David G. Lorne to further explore and develop the Target Claims once we complete the exploration expenditure of our interest in each claim.  However, subsequent to these agreements, Mr. Lorne sold the remaining 50% interest in the Target 1 and Target 2 claim to Alberta Star Development Corp., a Canadian company which trades on the TSX-Venture Exchange as we do.



At this time, the Company and Alberta Star Development Corp. are awaiting results from drilling proposed for contiguous properties prior to making a decision as to its own future activities on the Target claims.



MacInnis Lake Uranium Project



The Company, subsequent to the year ended December 31, 2004, entered into an agreement (the Option Agreement) with Alberta Star Development Corp. (Alberta Star) to acquire up to a 50% interest in the MacInnis Lake Uranium Property.  The Option Agreement was dated April 1, 2005.



The terms of the Option Agreement with Alberta Star, which was closed on April 19, 2005, call for payment by MAX of:



(i)

cash payments totalling $30,000 (of which $15,000 has been paid and $15,000 is due one year from the date of Exchange acceptance);

(ii)

the issuance to Alberta Star of 200,000 shares of MAX (which have been issued); and

(iii)

work commitments totalling $2,000,000 over a five year period (being $750,000 in the first year; $250,000 in the second year; $250,000 in the third year; $250,000 in the fourth year and $500,000 in the fifth and final year).



As of June 28, 2005, we have spent $229,536 on exploration of the MacInnis Lake project, primarily comprised of an airborne geophysical survey flown over the property in early June, 2005.



The terms of the Option Agreement call for MAX to earn a 25% interest in the MacInnis Lake project upon making the payments in (i) and (ii) above together with the first $1,000,000 in work commitments.  MAX earns a further 25% interest when it completes the $2,000,000 in work commitments.



The MacInnis Lake property is subject to a 2% NSR royalty.  Upon full exercise of the Option, the parties agree to enter into a joint venture agreement.  Alberta Star will act as Operator on the MacInnis Lake project for the term of the Option Agreement.



The Option to earn an interest in the MacInnis Lake project will complement MAXs current property holdings in the Northwest Territories, the Target 1 and 2 Claims, also held jointly with Alberta Star.





12



Competition



The mineral property exploration business, in general, is intensively competitive and there is not any assurance that even if commercial quantities of ore are discovered, a profitable market will exist for sale of same.  Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of mineral and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may make it difficult for us to receive an adequate return on investment.



We will compete with many companies possessing greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.



Management & Employees



We do not have any employees other than our directors and officers.



Our President and Chief Executive Officer, Stuart Rogers devotes approximately 50% of his business time to our affairs.  We have a management agreement dated May 8, 2002 with a private company owned by Mr. Rogers whereby he provides management services to us for $5,000 per month.  For the period December 1, 2003 to March 31, 2005, Mr. Rogers reduced the monthly fee to $2,500 per month to conserve the Companys working capital.



Office Space



We utilize about 335 square feet of office space in Vancouver, British Columbia. Our rent and related office expenses total approximately $1,500 per month.   This $1,500 per month is included in the amounts paid in management fees to a private company owned by our President, Stuart Rogers.



4.C

Organizational Structure



The Company does not have any subsidiaries or affiliated companies.



4.D

Property, Plants and Equipment



The disclosure hereunder is that required by the new Form 20F for an extractive enterprise, as that term is defined in the Form 20F.



Gold Hill Property:



The Gold Hill property is located along the southern portion of the prolific Tintina Gold Province, approximately 145 miles north of Anchorage, Alaska and only 10 miles off the paved highway to Cantwell, Alaska.





13



The property was first drilled as a joint venture between Dome Exploration and Cities Service Company in 1972. They were exploring for molybdenum and did not find an economic deposit so they left the property. General Crude Oil (GCO) acquired the property in 1983 and explored the property for gold.  They did geologic mapping, soil geochemistry, a VLF-EM survey and drilled five diamond drill holes. The best intersection from this drilling was 11.5 feet which averaged 0.668 ounces per ton.



In 1988, Amax Gold entered into a joint venture with GCO.  They completed geologic mapping, rock sampling, soil geochemical surveys and VLF-EM geophysical surveys, select metallic screen fire assays and preliminary cyanide bottle roll metallurgical tests and 5,885 feet of reverse circulation drilling in 21 drill holes.  The target was to find a bulk tonnage open pittable deposit. Amax did not find significant thick intervals of low grade mineralization and dropped the property.  High grade gold intervals were encountered in drill holes AUH 7, 16, and 17.  Hole 7 contained five feet of 0.18 opt Au,  Hole 16 contained five feet of 0.46 opt Au, five feet of 0.23 opt Au and five feet of 0.66 opt Au,  and Hole 17 contained five feet of 0.19 opt Au.  These holes are open along strike and, since they were drilled with a reverse circulation drill rig which encountered large quantities of water, they should be re-examined to see if loss of gold might have occurred.



Gold Hill is an intrusion related gold system which has many of the characteristics of a Tintina Gold Belt system. The dominate rock types consist of argillite, metasiltstone, greywacke, carbonaceous schist and a small wedge-shaped fault block of tuffaceous metasedimentay and metavolcaniclastic rocks. Early to mid-Teritary monzonite and diorite stocks, plugs and dikes intrude the metasiltstone units on Gold Hill and the tuffaceous metasedimentary sequences on West Hill located in the western part of the property.



Hydrothermal alteration is pervasive throughout the property.  Quartz-sericite-pyrite alteration is particularly evident around the summit of Gold Hill and to a lesser extent in the vicinity of the Swale area, a low saddle located just east of West Hill.



The gold mineralization is thought to be related to the intrusions and pyrite, arsenopyrite, pyrrhotite, chalcopyrite, molybdenum, and gold are found in veins and as disseminations in the host rocks. The mineralization occurs as disseminations and on fractures and appears to be structurally-controlled. The alteration and mineralization occur over an area of at least two square miles.  All of the creeks contain placer gold and have been worked in the past.



Interpretation of the geophysics indicates that there are a number of buried intrusives present on the property which have not been explored.



On acceptance for filing of this Option Agreement, the two principals of Zazu joined our team on June 23, 2004, with Gil Atzmon joining our Board of Directors and Clarence J. Wendt agreeing to oversee our exploration as well as search for additional properties.



On June 29, 2004 we announced that drilling had begun on the Gold Hill project, with the initial phase of the diamond drilling designed to test previous high grade mineralization encountered in prior drilling by Amax and General Crude Oil. The program consisted of 7 diamond drill holes planned to intersect previously found values that included 1.5 meters of 15.0 grams per ton (gpt), 1.5 meters of 8 gpt, 1.5 meters of 22.9 gpt, 1.2 meters of 15.6 gpt, and 1.10 meters of 54.3 gpt.   Values of 8.6 ppm were found





14



by the United States Bureau of Mines in a regional sampling program of the surface. This area will be sampled and mapped to find the extent of these high grade surface samples.



In addition, we staked a 1,659 hectare area west of the Gold Hill property.  This encompasses areas of high grade outcrops that were explored during the drill program.



Significant values of gold (2.5 feet of 0.25 ounces per ton) were found in a sample from the Gold Creek Area. This sample also contained 0.57% copper. Within the same creek, values of tungsten (0.19% WO3) were also found. This area will be tested during the next phase of exploration.



In addition, confirmation assays to verify the previous work done by Amax Exploration were completed. Drill holes 7, 13, and 16 contained significant values of gold. The assays confirm the previous assays and show the variation in gold numbers within the same sample.





|Prior Sample No./ Hole + Footage | Type    | Amax Assay | Examination Sample No. | Check Assay
|-------------------------------- | ------- | ---------- | ---------------------- | -----------
|Au ppm                           | Au oz/t | Au ppm     | Au oz/t               
|AUH-7 100-105                  | Pulp    | 6.35       | 0.1842                 | 106027     
|AUG-7 200-205                  | Pulp    | 2.473      | 0.0717                 | 106028     
|AUH-13 250-255                 | Pulp    | 3.928      | 0.1139                 | 106029     
|AUH-13 255-260                 | Pulp    | 2.738      | 0.0794                 | 106030     
|AUH-16 35-40                   | Pulp    | 15.94      | 0.4623                 | 106031     
|AUH-16 170-175                 | Pulp    | 22.90      | 0.6641                 | 106032     





The drilling at Gold Hill was completed by July 21, 2004, with the core being split at Alaskan Earth Sciences in Anchorage, Alaska and then shipped to American Assay Laboratories of Reno, Nevada for analysis.  The results of this first phase drilling were released on September 14, 2004.  The results are as follows:



|HQ Core
Drill hole # | From            | To          | Intersection
True Width (ft) | AU g/t | Cu %
|-------------------- | --------------- | ----------- | ---------------------------- | ------ | ----
|                     |                 |             |                              |        |     
|O4-1                 | 29              | 35          | 6                            | 1.87   |     
|                     | 125             | 130         | 5                            | 5.24   |     
|                     | 179             | 175         | 5                            |        | 0.33
|                     | 715             | 180         | 5                            | 1.6    | 0.47
|04-2                 | No  significant | gold values |                              |        |     
|04-3                 | 180             | 185         | 5                            | 1.02   |     
|04-4                 | No  significant | gold values |                              |        |     
|04-5                 | 50              | 55          | 5                            | 1.34   |     
|04-6                 | 90              | 95          | 5                            | 1.09   |     
|                     | 130             | 145         | 15                           | 2.88   |     
|Includes             | 130             | 135         | 5                            | 5.28   |     
|Includes             | 140             | 145         | 5                            | 1.75   |     
|04-7                 | 40              | 45          | 5                            | 2.47   |     
|                     | 80              | 85          | 5                            | 1.66   |     





15



The drilling was conducted under the supervision of Clarence J. (Clancy) Wendt, P. Geo., the Companys Vice-President, Exploration.



The new zones identified include a major structure with approximately one meter of mineralization grading 14.4 gpt gold and 0.18% copper, and a sheeted zone where values of 7.9 gpt gold and 1.1% copper were found in the fractures.



Petrographic work indicated that the drill core is almost all diorite to intermediate composition intrusive rocks.  Polished section work showed that gold is found in a free state and is related to the intrusions. Pyrite, arsenopyrite, pyrrhotite, chalcopyrite, molybdenum, native copper, and gold are found in veins and as disseminations in the host rocks.



During the year ended December 31, 2004 the Company spent a total of $279,409 on drilling, assaying and field expenses related to exploration of the Gold Hill Property.



The Company has not yet finalized its exploration plans for the Gold Hill Property for 2005.



The Target Claims



The Target 1 claim is located on the east side of Longtom Lake and covers 1,781.9 acres.  The Target 2 claim is located at the north end of Longtom Lake and covers 2,530.8 acres. The area is known as the Great Bear Magmatic Zone, a north-trending belt measuring 350 kilometres long and 120 kilometres wide.



The Claims have not been prospected in detail and have no known mineralization.  The claims have no known mineral zones, mineral resources or mineral reserves.



The climate in the vicinity of the Longtom Lake area is severe with long, cold winters and short, warm summers.  Exploration is best conducted during the summer or in late winter.  Access to the Target Claims is entirely by aircraft:  by float airplane in summer and ski-equipped airplanes in winter.  The sufficiency of surface rights for mining operations, and the availability of power, water, tailings storage areas, waste disposal areas, heap leach pad sites and potential processing plant sites has not been addressed.  Territorial mining operations rely to a large extent upon the nearby city of Yellowknife and southern Canada as a source of skilled miners, tradespersons and labor.



The potential of the Target Claims is based upon significant exploration work that Alberta Star Development Corp. (TSX-V:ASX; OTC BB: ASXSF) (Alberta Star) has completed on adjacent claims.  In October 2002,Alberta Star conducted a gravity survey of the Longtom property to detect potential anomalies caused by the presence of iron oxide, copper and gold mineralization. The ground-helicopter supported gravity survey was conducted over selected portions of the 19,642-acre Longtom claim-block. The data obtained from the survey is complimented by gravity data collected for Hudsons Bay Exploration and Development Co. Ltd. in 2000 along the shores of Longtom Lake, and by a comprehensive regional gravity survey completed by the Geological Survey of Canada. The objective of the survey was to map the distribution of large masses of variable density.





16



A total of 243 detailed gravity stations were recorded at 500-meter intervals with some detail infill stations at 250 meters. The gravity survey confirmed the extent of what may be economic mineralization along a large structurally controlled faulting system.  The results show two significant 2.5-3.0 milligal gravity anomalies. These two gravity anomalies are coincident with the strong magnetic anomalies. The gravity anomalies occur along a 7.5 kilometre long trend and are up to 1.5 kilometres in width. Combined gravity, magnetic and radiometric anomalies are a common targeting criterion for iron-oxide/copper/gold mineralization and necessary in identifying an economic ore body.  Alberta Star conducted a 20-hole drill program on these adjoining claims during 2003.



In mid-September, 2004 MAX was advised by Alberta Star that Fronteer Development Group (TSX:FRG) (Fronteer), as operator, had intersected high-grade uranium mineralization on Alberta Stars Longtom Lake property during drilling that it had conducted during the summer of 2004.  The Longtom Lake property is immediately adjacent to our Target 1 and Target 2 Claims jointly held with Alberta Star.

Drilling conducted by Fronteer intersected 1.68 per cent U3O8 over one metre at a downhole depth of 80 metres, which was part of a broader interval that returned 0.56 per cent U3O8 over three metres, and 0.16 per cent U3O8 over one metre that was intersected at a depth of 51 metres in the same hole.

Drill programs conducted by other operators on the Longtom Lake property had previously intersected anomalous to high-grade uranium.  Within a 300-metre radius of the new discovery, eight historic drill holes had intersected uranium mineralization with indicated values ranging between 0.21 per cent U3O8 over 0.6 metre at a downhole depth of 44.5 metres, and 0.48 per cent U3O8 over 1.5 metres at a downhole depth of 59 metres.

Based on these recent results and historical records for the surrounding area, there are indications of a near-surface uranium system of size and high-grade potential.



The Company intends to review all available data from exploration work conducted by Alberta Star and others in order to determine what exploration activity, if any, should be undertaken by MAX on the Target Claims during the exploration season in fiscal 2005.  No funds were expended on the Target Claims during the fiscal period ended December 31, 2004.



MacInnis Lake Uranium Project



On April 1, 2005 the Company entered into an Option Agreement with Alberta Star whereby MAX can earn an interest in the MacInnis Lake Uranium Project in the Northwest Territories.



The MacInnis Lake uranium claim block is comprised of 15 mineral claims totalling 26,184.64 acres and is located in the Nonacho Basin 150 km northeast of Fort Smith, Northwest Territories and 275 km southeast of the city of Yellowknife, Northwest Territories.



The MacInnis Lake area is known to have widespread surface uranium mineralization, and contains 28 known high grade uranium showings that were discovered between 1954 and 1988.  Uranium exploration on the MacInnis Lake properties was commenced in 1954 with the discovery of large uranium outcrops and widespread surface uranium mineralization.  Exploration continued extensively





17



until 1988`and the results have been reported by the Geological Survey of Canada.  Uranium exploration involved companies such as Cominco, Shell, PNC, and Uranerz.  The MacIinnis Lake uranium properties are located in the Nonacho Basin, a sandstone terrane of Proterozoic age that rests unconformably on Archean basement formations.  This setting is geologically analogous to the Athabasca Sandstone Basin of Northern Saskatchewan.



The MacInnis Lake uranium occurrences are characterized as an Unconformity Type Uranium system.  The MacInnis lake area is situated 280 km north of Saskatchewans Athabasca Uranium Basin, and is considered one of the Northwest Territories most prospective uranium bearing regions. Alberta Star has commenced plans to explore and expand uranium drill targets at MacInnis Lake, with preparations underway for a spring and summer exploration season consisting of regional mapping, trenching, reviewing archived drill data and completing a comprehensive regional airborne magnetic and radiometric survey.   Drill targeting will focus on expanding known uranium showings.



An airborne Time Domain EM and Magnetic survey was completed at MacInnis Lake in June, 2005 with processing of the data expected to be completed by early August.   The airborne survey was conducted by Fugro Airborne Surveys using a Fugros MEGATEM and GEOTEM systems.   This survey was focused on the search for uranium deposits with emphasis on unconformity related deposits like in the Athabasca basin of Saskatchewan.  The deposits in the Athabasca basin are associated with graphitic shear zones in the basement, which display themselves as good to strong conductors.



The surveys covered a total of approximately 950 line kilometers along east-west oriented lines, with 200 meter spacings.  Mr. Jan Klein, M.Sc., P. Eng., P. Geo., consulting geophysicist, is currently reviewing and compiling all of the data generated from the geophysical survey. Results from the geophysical survey will be combined with archived historical drill results to assist the company in its drill targeting during subsequent exploration.  Summer exploration activities are planned that include regional mapping, trenching, reviewing archived drill data, trenching, and follow-up ground geophysics, to be followed by diamond drilling in the fall.



To date, we have spent $229,536 on exploration of the MacInnis Lake project, which included $213,475 for the airborne survey, travel to the property for $9,245 and geological consulting services of $6,816.



Item 5.  Operating and Financial Review and Prospects



The information in this section summarizes the Companys financial condition and results of operations for the periods specified, including the causes for material changes to provide an understanding of the Companys business as a whole.  The discussion provided herein should be read in conjunction with the Companys financial statements and related notes.



5.A

Operating Results



We are in the business of acquiring and exploring mineral properties with the aim of developing them to a stage where they can be exploited at a profit.  At that stage, our operations would, to some extent be dependent on the world market prices of any minerals mined.





18



During the fiscal year ended December 31, 2004, we investigated various mineral property acquisition opportunities, which ultimately led to our Option Agreement to acquire an interest in the Gold Hill Property near Cantwell, Alaska. During the fiscal year ended December 31, 2003, we acquired a 50% interest in the Target Claims. As both the Gold Hill Property and the Target Claims are in the exploration stage, we do not have current operating income or cash flow.



During the year ended December 31, 2004, we incurred operating expenses of $210,504 as compared to operating expenses of $157,849 for the year ended December 31, 2003.  The significant changes during the current fiscal period compared to the year ended December 31, 2003 are as follows:



Consulting expense of $50,383 was incurred during the year ended December 31, 2004 for retaining the services of professional geologists to review potential mineral acquisitions and oversee exploration of the Gold Hill property in Alaska.  This compares to $1,035 spent for geological consulting during the same period a year prior.



Stock based compensation expense, a non-cash item, increased to $60,224 during the current fiscal period from the $49,000 incurred during the year ended December 31, 2003 due to the recording of stock based compensation for warrants issued to Zazu during the current period as part of the acquisition of the interest in the Gold Hill property in Alaska.



Management fees of $30,000 incurred during the year ended December 31, 2004 were reduced from the $55,000 incurred during the same year a year prior due to a reduction in monthly management fees charged by a Director of the Company.



During the year ended December 31, 2004, office and general expense increased slightly to $5,179 from the $4,682 incurred during the same period a year prior, with rent expense reduced to nil from the $19,000 incurred during the year ended December 31, 2003 due to the elimination of rent charges by a Director for the provision of office facilities to the Company.



Professional fees for accounting and legal services for the year ended December 31, 2004 were $13,054 as compared to the $8,933 that was incurred during the same period a year prior, with the increase due to additional accounting fees incurred during the current year for completion of U.S. regulatory filings.



Transfer agent, filing fees and shareholder relations expenses increased to $49,931 during the year ended December 31, 2004 from the $16,326 incurred during the prior fiscal year due to additional fees paid during the current period for investor relations services, web site development, advertising and dissemination of news releases reporting exploration results.



During the current fiscal period, we incurred travel costs of $1,548 for facilitating the attendance of out-of-town Directors at Board meetings as compared to $3,642 incurred during the year ended December 31, 2003 for attendance at trade shows.



Interest income of $872 earned during the year ended December 31, 2004 was comparable to the $643 earned during the same period a year prior.





19



As a result of the foregoing, our net loss for the year ended December 31, 2004 was $209,632 as compared to a net loss from operations of $157,206 for the year ended December 31, 2003.



5.B

Liquidity and Capital Resources



Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors.  We expect to finance operations through the sale of equity in the foreseeable future as we have no source of revenue from our business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.  As it is uncertain when we will generate revenues sufficient to fund our operating activities, if ever, we are dependent on raising additional equity or debt capital.



At December 31, 2004, we had cash on hand of $2,010 and a tax receivable of $3,137.  We also own office equipment recorded at $738.  Liabilities totaled $62,414 and consisted of accounts payable of $35,334 and $27,080 due to a director.



In April, 2005 we completed a private placement of 1,135,000 units at $0.40 per unit for gross proceeds of $454,000.  This financing will provide sufficient working capital to cover our general and administrative expenses for the balance of the year and allow us to conduct limited exploration on our properties in the Northwest Territories and Alaska.



To a significant extent, our ability to raise capital is affected by trends and uncertainties beyond our control.  These include the market prices for base and precious metals and results from our exploration programs.  Our ability to attain our business objectives may be significantly impaired if prices for metals fall or if results from exploration programs on properties we acquire are unsuccessful.



5.C

Research and Development, Patents and Licenses, etc.



Our methods of exploration, development and extraction are not unique to our Company but are common in our industry.



We do not rely on patents, technological licenses or intellectual property licenses in our operations.



We did not have any research and development expenditures in the year ended December 31, 2004.



5.D

Trend Information



Our Gold Hill Property claims are prospective for gold and copper.



The overall trend for mineral resources, and in particular for the gold and copper that the Companys properties are prospective for, has been upwards in price for the last two to three years although some stabilization and leveling of prices has occurred in both commodities in the last six months.



We cannot predict with certainty where the price of copper or gold will move.





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Both the market for copper and the market for gold are homogeneous, integrated commodities markets with a large number of both suppliers and buyers.  The market is not one which is particularly susceptible to the influence of one or more large suppliers or buyers.



Our Target 1, Target 2 and MacInnis Lake mineral properties are prospective for uranium.



There are fewer producers of uranium in the world than there are for copper and gold.  The market for uranium is a homogeneous, integrated commodities market.  The market is not one which is particularly susceptible to the influence of one or more large suppliers or buyers.  The world average grade from producing uranium mines is 0.15 per cent U3O8, with spot uranium prices having risen from a cyclical low of US$7.10 (U.S.) per pound in late 2000 to US$29/lb. on June 20, 2005.



5.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, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



5.F

Tabular Disclosure of Contractual Obligations



Not Applicable



Item 6.  Directors, Senior Management and Employees



6.A

Directors and Senior Management



The following is a list of the current directors and senior officers of the Company, their municipalities of residence, their current position with the Company and their principal occupations:



Name of Director

Age

Principal Occupation

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

-----

Stuart Rogers

48

President of the Company,

Vancouver, BC

President of West Oak Capital Group, Inc.



Paul John



58

General Manager, Franchises

Penticton, BC

Marks Work Warehouse Ltd.



David Pearce

50

President of Palmer Beach Properties Inc.

West Vancouver, BC



Gil Atzmon

45

VP Corporate Development for Gold Summit Corp.

San Antonio, Texas



George Young,

53

President and Director of Palladon Ventures Ltd.

Denver, Colorado





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Executive Officers:



Name of Officer

Age

Office

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

-----

-------

Stuart Rogers

48

President

David Pearce

50

Secretary



The following describes the business experience of our directors and executive officers, including other directorships held in reporting companies:



Stuart Rogers



Mr. Rogers has been involved in the venture capital community since 1987.  He is currently the President of West Oak Capital Group, Inc., a privately held investment banking firm specializing in the early stage finance of technology projects through the junior capital markets in Canada and the United States, and has served as a director of client companies listed on the TSX Venture Exchange, the Toronto Stock Exchange, NASDAQ Small Capital Market and NASD OTC Bulletin Board.  Currently, Mr. Rogers acts as a director or officer of the following reporting companies:  Consolidated Global Cable Systems, Inc., InNexus Biotechnology Inc., Randsburg International Gold Corp., AVC Venture Capital Corp.,  and AER Ventures, Inc.



Paul John



Mr. John graduated from the University of Victoria, B.C. with a Bachelor of Arts degree, majoring in Economics and Political Science.  From 1971 to 1979, he worked with the Hudson Bay Company, a national Canadian department store chain, rising to the senior executive level.  In 1980, he acquired a WorkWear World franchise in the interior of British Columbia, developing this initial location into 19 stores in B.C. and the Yukon Territories, with annual sales of $18 million in 1999.



In 1999, Mr. John sold his chain of WorkWear World stores to Marks Work Warehouse, a publicly traded company listed on the Toronto Stock Exchange, and was appointed as General Manager for Western Canada for their Work World franchised locations.  He held this position until 2001, when he was appointed General Manager, Franchises for Work World.



Mr. John served as a Director of Leopardus Resources, an oil and gas company listed on the Vancouver Stock Exchange and NASD OTC Bulletin Board, from May 1993 to December 2001; as a director of Canadian Venture Exchange-listed Tearlach Resources Ltd., a mineral exploration company, from May 1991 to March 2001; and as a director of Strathclair Ventures Ltd., an oil and gas exploration company listed on the TSX Venture Exchange from February 2002 to November 2002.  He is currently a Director of AER Ventures, Inc. which is listed on the NASDs OTCBB.



David Pearce



Mr. Pearce is President of Palmer Beach Properties Inc., a private real estate development and investment company with real estate, retail and equity holdings in Canada. Since June 1995, Mr. Pearce has been President of Function Gate Hardware Ltd., which owns and operates a Home Hardware store in





22



Whistler, British Columbia, and Function Gate Holdings Ltd., a real estate development company operating in Whistler and Pemberton, British Columbia. Mr. Pearce is also a director of Kruger Capital Corp. since December 1992 and a director and officer of MAG Silver Corp. since June 1999.  Both companies trade on the TSX Venture Exchange.



Gil Atzmon



Mr. Atzmon has 20 years experience in the financing of global mineral exploration projects, having held senior positions in asset management firms, mining companies, and investment banking.  Mr. Atzmon holds a bachelors degree in Geology and Geography from Columbia University in New York, and a Master in Energy & Mineral Resources form The University of Texas at Austin.



There are no arrangements or understandings between any of our directors or executive officers, pursuant to which they were selected to be a director or executive officer, nor are there any family relationships among any of our directors and officers.



George Young



Mr. Young is currently the President of Palladon Ventures Ltd. and a Director of MAG Silver Corp., MBA Mining Corp. and Bell Coast Capital Corp.  These are all mineral exploration companies that trade on the TSX-Venture Exchange.   He is also a Director of International Royalty Corp., a company which trades on the TSX Exchange.  Mr. Young is an attorney and engineer by profession having formerly practiced law with the firm of Pruitt Gushee & Bachtell in Salt Lake City, Utah.



6.B.

Compensation of Directors



We are required, under applicable securities legislation in Canada, to disclose to our shareholders details of compensation paid to our directors. The following fairly reflects all material information regarding compensation paid to our directors in our fiscal year ended December 31, 2004.



Summary Compensation Table

|NAME AND PRINCIPAL POSITION          | YEAR                                 | ANNUAL COMPENSATION       | LONG-TERM COMPENSATION
|------------------------------------ | ------------------------------------ | ------------------------- | ----------------------
|Salary                               | Bonus                                | Other Annual Compensation | Awards                
|Restricted Stock Awards              | Securities Underlying Options/ SARs
|Stuart Rogers
President and Director | 2004                                 | $30,000                   | Nil                   
|Paul John
Director                   | 2004                                 | Nil                       | Nil                   
|David Pearce
Secretary and Director  | 2004                                 | Nil                       | Nil                   
|Gil Atzmon
Director                  | 2004                                 | Nil                       | Nil                   
|George S. Young
Director             | 2004                                 | Nil                       | Nil                   





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6.C

Board Practices



Stuart Rogers, Paul John, David Pearce, George S. Young and Gil Atzmon have acted as our directors since May 8, 2002, June 18, 2002, December 15, 2003, January 16, 2004 and June 23, 2004 respectively.  The directors hold office until the next annual general meeting of the shareholders at which time they may stand for re-election. We are required to hold an annual general meeting once in every calendar year and not longer than thirteen months from the last annual general meeting.



We are a party to a management contract with a private company owned by Stuart Rogers whereby he is entitled to be paid $5,000 per month for his management services.  No other directors have service contracts with us, nor are they entitled to any termination benefits.



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



The Company does not have an executive committee.



Our audit committee is comprised of Gil Atzmon, Paul John and David Pearce. We have not appointed a remuneration committee.



6.D

Employees



We do not have any employees other than our directors and officers.



6.E

Share Ownership



Our directors and officers own beneficially the following shares as of the date of this annual report:





|Name            | Number of Shares Owned | Percentage of Outstanding  Common Shares
|--------------- | ---------------------- | ----------------------------------------
|Stuart Rogers   | 257,750                | 3.27%                                   
|Paul John       | 398,750                | 5.06%                                   
|David Pearce    | 370,000                | 4.69%                                   
|Gil Atzmon      | 300,000                | 3.81%                                   
|George S. Young | Nil                    | Nil                                     





The above percentages are based on the number of common shares issued and outstanding in our capital stock as of the date of this annual report, which is 7,883,125.





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The following incentive stock options are outstanding to our directors and officers:





|Name            | Shares that may be Purchased Upon Exercise of Option | Exercise Price | Expiry Date                    
|--------------- | ---------------------------------------------------- | -------------- | -------------------------------
|Stuart Rogers   | 25,000
150,000                                       | $0.40
$0.30    | June 30, 2006
February 23, 2007
|Paul John       | 25,000                                               | $0.40          | June 30, 2006                  
|David Pearce    | 43,000
150,000                                       | $0.40
$0.30    | June 30, 2006
February 23, 2007
|Gil Atzmon      | 25,000
25,000                                        | $0.40
$0.30    | June 30, 2006
February 23, 2007
|George S. Young | 25,000                                               | $0.40          | June 30, 2006                  
|Clancy Wendt    | 50,000
46,000                                        | $0.40
$0.30    | June 30, 2006
February 23, 2007





The Company has an incentive stock option plan. This Stock Option Plan provides for equity participation in the Company by its directors, officers, employees and consultants through the acquisition of common shares pursuant to the grant of options to purchase common shares.  The exercise price for options granted under the Stock Option Plan is determined by the closing trading price on the day immediately preceding the date of grant, less any discounts permitted by the TSX Venture Exchange or such other stock exchange on which the common shares are listed.  The Company has reserved and authorized 10% of the issued treasury shares of the Company for issuance under the Stock Option Plan to directors and key employees.



Under the stock option plan, the aggregate number of optioned common shares granted to any one optionee in a 12-month period must not exceed 5% of the issued and outstanding common shares. The number of optioned common shares granted to any one consultant in a 12-month period must not exceed 2% of the issued and outstanding common shares. The aggregate number of optioned common shares granted to an optionee who is employed to provide investor relations activities must not exceed 2% of the issued and outstanding common shares of the Company in any 12-month period.



Options will be exercisable for a term of up to five years, subject to earlier termination in the event of death or the optionees cessation of services to the Company; and options granted under the stock option plan are non-assignable, except by will or the laws of descent and distribution.



Prior to the adoption of the Stock Option Plan, the Company did not maintain a formal plan under which stock options were granted.  Stock options were determined by the Companys directors and granted in compliance with applicable laws and regulatory policy.  The policies of the Exchange limited the granting of stock options to directors, officers, employees and consultants of the Company and provided limits on the length, number and exercise price of such options.







25



Item 7.

Major Shareholders and Related Party Transactions



7.A

Major Shareholders



As used in this section, the term "beneficial ownership" with respect to a security is defined by Regulation 228.403 under the Securities Exchange Act of 1934, as amended, as consisting of: (1) any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power (which includes the power to vote, or to direct the voting of such security) or investment power (which includes the power to dispose, or to direct the disposition of, such security); and (2) any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling  arrangement  or  any  other  contract,  arrangement  or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such  beneficial ownership.



As of the date of this annual report, there are 7,883,125 common shares issued and outstanding in our capital stock.  We are authorized to issue an unlimited number of common shares and preferred shares.  We have not issued any preferred shares since our incorporation.



As of the date of this annual report, the following persons known to us were the beneficial owner of more than five percent of our outstanding common shares:



|Name         | Number of Shares | Percentage of Total
|------------ | ---------------- | -------------------
|Eric Carlson | 640,000          | 8.12%              
|Paul John    | 398,750          | 5.06%              



Of our 63 registered shareholders, 42 are Canadian residents representing 6,811,948 common shares or 87.06% of our issued and outstanding common shares.  We have 20 registered US shareholders holding 967,428 common shares or 12.36% of our issued and outstanding common shares.



Each of our issued common shares entitles the holder to one vote in general meeting.  There are no disproportionate or weighted voting privileges.



We are not controlled directly or indirectly by any other corporation or any other foreign government or by any other natural or legal person, severally or jointly.



There are no arrangements the operation of which at a subsequent date may result in a change in our control.



Our trust and transfer agent is Pacific Corporate Trust Company of Canada, which is located on the 10th Floor, 625 Howe Street, Vancouver, British Columbia, V6C 3B8.





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7.B

Related Party Transactions



Fiscal Year Ended December 31, 2002:



In the fiscal year ended December 31, 2002, there were no transactions that materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of our outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest except as follows:





We paid or accrued a total of $60,000 to Stuart Rogers and to a private company controlled by Stuart Rogers, our President, for management fees; and





We paid rent and office expenses totalling $13,500 to the same private company controlled by Stuart Rogers.  As at December 31, 2002, $36,600 was owing to this company for unpaid management fees and rent.



Fiscal Year Ended December 31, 2003:



In the fiscal year ended December 31, 2003, there were no transactions that materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of our outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest except as follows:





We paid or accrued $55,000 to a private company controlled by Stuart Rogers, our President, for management fees; and





We paid rent and office expenses totalling $19,000 to the same private company controlled by Stuart Rogers.  As at December 31, 2003, $48,400 was owing to this company for unpaid management fees and rent.



Fiscal Year ended December 31, 2004:



In the fiscal year ended December 31, 2004, there were no transactions that materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 10% of our outstanding common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest except as follows:





We paid or accrued $30,000 to a private company controlled by Stuart Rogers, our President, for management fees; and





In previous years, we have paid rent and office expenses to a private company controlled by Stuart Rogers.  No rent or office expenses were paid to this private company in the year ended December 31, 2004.  As at December 31, 2004 $27,080 was owing to this company for unpaid management fees and rent, these amounts having been incurred in previous fiscal years.





27



Our directors or officers must disclose in writing to us the nature and extent of any interest they have in a material contract, or proposed material contract, with us.  Such disclosure must be made immediately after the director or officer becomes aware of the contract or proposed contract.  A director who is required to disclose an interest in a material contract or proposed material contract may not vote on any resolution to approve the contract except in very limited circumstances.



Stock option compensation to our directors and officers is disclosed elsewhere in this Form 20F.



7.C

Interests of Experts and Counsel



Our principal accountants, experts and legal counsel have no interest in our shareholdings.  The other items of this instruction are not applicable to Annual Filings on Form 20F.



Item 8.

Financial Information



8.A

Consolidated Statements and other Financial Information



The following financial statements for the year ended December 31, 2004 with comparatives for December 31, 2003, 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 two financial years, audited in accordance with a comprehensive body of auditing standards.



Export Sales



The Company had no export sales in its latest financial year ended December 31, 2004 and, as a result, the percentage of export sales for the Company was zero.



Legal Proceedings



There are no material pending legal proceedings to which the Company is a party or of which any of its properties are subject.  Management is not aware of any material proceedings in which any director, any member of management or any of the Companys affiliates are a party adverse to, or have a material interest advserse to, the Company.





28



Dividend Policy



The Company has not paid dividends on the common shares in any of its last five fiscal years.  The directors of the Company will determine if and when dividends should be declared and paid in the future based on the Companys financial position at the relevant time.  All of the common shares of the Company are entitled to an equal shares in any dividends declared and paid.



8.B

Significant Changes



There have been no significant changes, as that term is defined in the rules and policies governing the use of the Form 20F, since the date of the audited financial statements included herein.



Item 9.

The Offer and Listing



9.A

Offer and Listing Details



Our common shares trade on the TSX Venture Exchange under symbol MXR and on the NASD Over The Counter Bulletin Board under symbol MXROF.



Our principal trading market in volume is the TSX Venture Exchange.  The following table sets forth the high and low closing prices in Canadian funds of our common shares traded on this Canadian exchange:



Annual Periods

High

Low





January 1, 2000 to December 31, 2000

$1.48

$0.50

January 1, 2001 to December 31, 2001

$1.05

$0.10

January 1, 2002 to December 31, 2002

$0.39

$0.21

January 1, 2003 to December 31, 2003

$0.68

$0.23

January 1, 2004 to December 31, 2004

$0.55

$0.22



Quarterly Periods



January 2004 to March 2004

$0.54

$0.415

April 2004 to June 2004

$0.55

$0.395

July 2004 to September 2004

$0.445

$0.31

October 2004 to December 2004

$0.445

$0.22





Monthly Periods



December 2004

$0.37

$0.295

January 2005

$0.37

$0.265

February 2005

$0.34

$0.265

March 2005

$0.445

$0.30

April 2005

$0.47

$0.40

May 2005

$0.42

$0.395





29



9.B.

Plan of Distribution



Not Applicable.



9.C.

Markets



The common shares of the Company were listed for trading on the predecessor of the TSX-Venture Exchange the 15th day of June, 1994.



Our common shares have been quoted for trading on the NASD OTC Bulletin Board since November 8, 2000.



Item 10.

Additional Information



10.A

Share Capital



Not applicable.



10.B

Memorandum and Articles of Association



The Company incorporates by reference its Report on Form 20F filed on May 3, 2004 and the disclosure in subsequent filings by way of Report on Form 6K.



We were incorporated under the Business Corporations Act of Alberta by registration of our articles of incorporation and bylaws. Pursuant to the provisions of the Business Corporations Act, a company may conduct any business that it is not restricted by the terms of its articles or bylaws from conducting. Our articles and bylaws contain no such restrictions.



Our directors are required to disclose to the board of directors the nature and extent of their interest in any proposed transaction or contract and must thereafter refrain from voting in respect thereof. An interested director may be counted in the quorum when a determination as to such directors remuneration is being considered but may not vote in respect thereof. The directors have an unlimited power to borrow money, issue debt obligations and mortgage or charge our assets provided such actions are conducted bona fide and in our best interests. There are no mandatory retirement ages for directors or any required shareholdings.



All holders of common shares are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors may from time to time determine. All holders of common shares will share equally on a per share basis in any dividend declared by the board of directors. The dividend entitlement time limit will be fixed by the board of directors at the time any such dividend is declared. Each outstanding common share is entitled to one vote on all matters submitted to a vote of our shareholders in general meeting. There are no cumulative voting rights attached to any of our shares and, accordingly, the holders of more than half of the shares represented at a general meeting can elect all of the directors to be elected in a general meeting.  All directors stand for re-election annually.  Upon any liquidation, dissolution or winding up, all common shareholders are entitled to share ratably in all net assets available for distribution after payment to creditors.  The common shares





30



are not convertible or redeemable and have no preemptive, subscription or conversion rights.  In the event of a merger or consolidation, all common shareholders will be entitled to receive the same per share consideration.



The rights of shareholders may only be altered by the shareholders passing a special resolution at a general meeting. A special resolution may only be passed when it has been circulated to all shareholders by way of an information circular and then must be passed by seventy-five percent of the votes cast at the general meeting.



The board of directors may call annual and extraordinary general meetings when required. One or more shareholders holding in aggregate five percent or more of our issued shares may requisition an extraordinary meeting and the directors are required to hold such meeting within four months of such requisition. Only registered shareholders or persons duly appointed by proxy may be admitted to meetings unless otherwise permitted by the chairman of the meeting.



There are no federal Canadian limitations or restrictions on the right to own our common shares.



Some regulatory restrictions, and disclosure obligations, would apply to persons purchasing 5% or more of our issued and outstanding common shares.  Persons resident outside of Canada might be subject to foreign investment review regulations if they were to purchase a controlling interest in the Company.



There are no provisions in our bylaws or articles of association that would have the effect of delaying, deferring or preventing a change in control.



There are no provisions in our bylaws or articles of association that establish any threshold for disclosure of ownership.  However, the Alberta and British Columbia Securities Commission requires that persons that are the registered owners of, and/or have voting control over 10% or more of our common shares must file insider reports disclosing securities holdings and must disclose any plans to acquire additional securities above that 10%.



10.C

Material Contracts



In the previous two fiscal years ended December 31, the Company has entered into the following material contracts:



·

Mineral Property Purchase Agreement dated January 15, 2003 between Mr. David G. Lorne and us respecting the Target 2 Claim, as summarized on page 10.



·

Mineral Property Purchase Agreement dated April 15, 2003 between Mr. David G. Lorne and us respecting the Target 1 Claim as summarized on page 10.



·

Option Agreement dated May 17, 2004 between Zazu Exploration, Inc. and us to acquire an interest in the Gold Hill Project near Cantwell, Alaska as summarized on page 10.



·

Mineral Property Option Agreement dated April 1, 2005 between us and Alberta Star Development Corp. respecting certain claims as summarized on page 11.





31



The Company has not entered into any other material agreements other than in the ordinary course of its business.  We have excluded management and public relations agreements as being in the ordinary course of the Companys business.



10.D

Exchange Controls



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



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



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



10.E

Taxation



Certain US 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.





32



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.



U.S. Holders



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.



Distributions on common shares of the Company



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 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





33



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.



Foreign Tax Credit



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.



Disposition of common shares of the Company



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.





34



Certain Canadian Federal Income Tax Consequences



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 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





35



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.



ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.



10.F     Dividends and paying agents



Not Applicable to Annual Reports on Form 20F.



10.G

Statement by experts



Not Applicable to Annual Reports on Form 20F.



10.H

Documents on Display



The documents concerning the Company which are referred to in this Report on Form 20F are located at its principal executive offices at the address on the face page of this Report.



10.I     Subsidiary Information



The Company does not have any subsidiaries.





Item 11.

Quantitative and Qualitative Disclosures About Market Risk

The Company does not have market portfolios and does not engage in trading risk sensitive instruments or financial instruments.  The Company is an extractive enterprise.





Item 12.

Description of Securities Other than Equity Securities



Not applicable.





36



PART II



Item 13.

Defaults, Dividend Arrearages and Delinquencies



The Company has had no material defaults in payment of principal, interest or sinking or purchase fund instalments.  The Company is an extractive enterprise.





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 President, Stuart Rogers and our Chief Financial Officer, David Pearce, after evaluating the effectiveness of the Companys disclosure controls and procedures (as defined in US Exchange Act Rule 13(a)-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 at the reasonable assurance level 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.



Under US Exchange Act Rule 13a-15(e) the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the US Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the US Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than absolute, assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



15.D

Changes in Internal Control over financial reporting



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 Accounting Officer completed their evaluation, nor were there any significant deficiencies or material weaknesses in the Companys internal controls requiring corrective actions.





37



Item 16.

[reserved]



16A.

Audit Committee Financial Expert



We do not have an audit committee financial expert serving on our audit committee.



16.B

Code of Ethics



The Company does not have a written Code of Ethics.  No Code of Ethics is presently required under the Companys incorporating jurisdiction, its Canadian reporting jurisdictions or the rules of the TSX Venture Exchange.



16.C

Principal Accountant Fees and Services



(a)

Audit Fees



The aggregate fees billed for each of the last two fiscal years for professional services rendered by the Companys principal accountant for the audit of the Companys annual financial statements, together with services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were approximately $3,100 for the year ending December 31, 2003 and $8,200 for the year ending December 31, 2004.



(b)

Audit-Related Fees



The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that were reasonably related to the performance of the audit or review of the Companys financial statements but are not reported under paragraph (a) of this Item were zero ($nil).



(c)

Tax Fees



The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $200 per year for each year for preparation of the Companys tax returns.



(d)

All Other Fees



The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant other than services disclosed in paragraphs (a) through (c) of this Item were $nil in the year ending December 31, 2004 and $nil in the year ending December 31, 2003.



16.D

Exemptions from the Listing Standards for Audit Committees



The disclosure required under Exchange Act Rule 10A-3(d) is not applicable to the Company.





38



16.E

Purchases of Equity Securities by the Issuer and Affiliated Purchasers



The Company made no issuer repurchases, including any made pursuant to a publicly announced plan or program or made pursuant to a plan or program that was not announced publicly, in the last two fiscal years.  The Company made no open market issuer repurchases.





PART III



Item 17.

Financial Statements



Our financial statements are attached hereto immediately after the signatures section.  Our audited financial statements include:





our balance sheets as at December 31, 2004 and December 31, 2003;





statements of loss and deficit for the periods ended December 31, 2004, December 31, 2003 and December 31, 2002;





statements of cash flows for the periods ended December 31, 2004, December 31, 2003 and December 31, 2002; and





notes to the financial statements.



All of these were prepared by our auditor, Dale Matheson Carr-Hilton LaBonte, Independent Chartered Accountants.  Their audit report thereon is included in this report on Form 20F.



The financial statements are prepared in accordance with generally accepted accounting principles in Canada and are reconciled to United States generally accepted accounting principles in Note 8.  All figures are expressed in Canadian dollars.





Item 18.

Financial Statements



See "Item 17 Financial Statements"







39



Item 19.

Exhibits



1.

Certificate of Incorporation and Certificate of Amendment and Registration of Restated Articles and Bylaws *



4.

Material Contracts

(a)

Management Agreement dated May 8, 2002 between Vancan Capital Corp. and West Oak Capital Group Ltd.**

(b)

Mineral Property Purchase Agreement dated January 15, 2003 between Vancan Capital Corp. and David G. Lorne respecting the Target 2 Claim. ***

(c)

Mineral Property Purchase Agreement dated April 15, 2003 between Vancan Capital Corp. and David G. Lorne respecting the Target 1 Claim. ***

(d)

Option Agreement dated May 17, 2004 between MAX Resource Corp. and Zazu Exploration, Inc. to acquire an interest in the Gold Hill Project near Cantwell, Alaska.

(e)

Mineral Property Option Agreement with Alberta Star Development Corp. to acquire up to a 50% interest in the MacInnis Lake Uranium Property dated April 1, 2005.



31

Section 302 Certifications



32

Section 906 Certifications





* incorporated by reference from our Form 20-F that was originally filed with the commission on June 8, 2001.



** incorporated by reference from our Form 20-F that was originally filed with the commission on June 28, 2002.



*** incorporated by reference from our Form 20-F that was originally filed with the commission on June 27, 2003.



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.





MAX RESOURCE CORP.



Dated:  June 29, 2005





By:  /s/ Stuart Rogers



Stuart Rogers, President











40



MAX RESOURCE CORP.

(Formerly Vancan Capital Corp.)



FINANCIAL STATEMENTS



FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003









AUDITORS REPORT



BALANCE SHEETS



STATEMENTS OF OPERATIONS AND DEFICIT



STATEMENTS OF CASH FLOWS



NOTES TO THE FINANCIAL STATEMENTS





41





[max20f2004001.jpg]





AUDITORS REPORT



To the Shareholders of Max Resources Corp. (formerly Vancan Capital Corp.)



We have audited the balance sheets of Max Resource Corp. (formerly Vancan Capital Corp.) as at December 31, 2004 and 2003 and the statements of operations and deficit and cash flows for the years ended December 31, 2004, 2003 and 2002.  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 Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States).  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.



In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2004 and 2003 and the results of its operations and its cash flows for the years ended December 31, 2004, 2003 and 2002 in accordance with Canadian generally accepted accounting principles.



Dale Matheson Carr-Hilton LaBonte



CHARTERED ACCOUNTANTS

Vancouver, B.C.

March 31, 2005





COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-UNITED STATES REPORTING DIFFERENCES



In the United States, reporting standards for auditors would require the addition of an explanatory paragraph following the opinion paragraph when the financial statements are affected by a significant uncertainty such as referred to in Note 1 regarding the Companys ability to continue as a going concern.  Our report to the shareholders dated March 31, 2005 is expressed in accordance with Canadian reporting standards which do not permit a reference to such uncertainties in the auditors report when the uncertainties are adequately disclosed in the financial statements.



Dale Matheson Carr-Hilton LaBonte



CHARTERED ACCOUNTANTS

Vancouver, B.C.

March 31, 2005



[max20f2004002.jpg]





42



MAX RESOURCE CORP.

(Formerly Vancan Capital Corp.)



BALANCE SHEETS



(Expressed In Canadian Dollars)

|                                         |                                                            |              |             |             
|---------------------------------------- | ---------------------------------------------------------- | ------------ | ----------- | ------------
|                                         |                                                            | December 31, |             | December 31,
|                                         |                                                            |              |             | 2004        
|                                         |                                                            |              |             |             
|ASSETS                                  
|                                        
|CURRENT                                  |                                                            |              |             |             
|Cash                                     |                                                            |              | $           | 2,010       
|Taxes recoverable and prepaids           |                                                            |              |             | 3,137       
|                                         |                                                            |              |             | 5,147       
|                                         |                                                            |              |             |             
|MINERAL PROPERTIES (Note 3)              |                                                            | 681,862      |             | 198,038     
|EQUIPMENT                                |                                                            | 738          |             | 923         
|                                         |                                                            |              |             |             
|                                         |                                                            |              | $           | 687,747     
|                                        
|LIABILITIES                             
|                                        
|CURRENT                                  |                                                            |              |             |             
|Accounts payable and accrued liabilities |                                                            |              | $           | 35,334      
|Due to related parties (Note 4)          |                                                            |              |             | 27,080      
|                                         |                                                            |              |             |             
|                                         |                                                            |              |             | 62,414      
|                                        
|SHAREHOLDERS EQUITY                    
|                                        
|SHARE CAPITAL (Note 5)                   |                                                            |              |             |             
|Authorized:                              | Unlimited number of voting common shares without par value |              |             |             
|                                         | Unlimited number of preferred shares without par value     |              |             |             
|Issued:                                  | 5,948,125 common shares (2003: 4,530,625 common shares)    |              | 1,823,544   |             
|CONTRIBUTED SURPLUS                      |                                                            |              | 128,948     |             
|DEFICIT                                  |                                                            |              | (1,327,159) |             
|                                         |                                                            |              |             |             
|                                         |                                                            |              | 625,333     |             
|                                         |                                                            |              |             |             
|                                         |                                                            | $            | 687,747     | $           





APPROVED BY THE DIRECTORS:





|PAUL JOHN          |  | STUART ROGERS         
|-------------------- |  | ------------------------
|Paul John  Director |  | Stuart Rogers  Director



The accompanying notes are an integral part of these financial statements





43



MAX RESOURCE CORP.

(Formerly Vancan Capital Corp.)



STATEMENTS OF OPERATIONS AND DEFICIT



(Expressed In Canadian Dollars)



|                                                                                   |           | Year ended December 31, 2004 | Year ended December 31, 2003 | Year ended December 31, 2002
|---------------------------------------------------------------------------------- | --------- | ---------------------------- | ---------------------------- | ----------------------------
|                                                                                   |           |                              |                              |                             
|EXPENSES                                                                           |           |                              |                              |                             
|Consulting                                                                         | $         | 50,383                       | 1,035                        | -                           
|Stock based compensation - consultants, management and
investor relations (Note 4) |           | 60,224                       | 49,000                       | -                           
|Amortization                                                                       |           | 185                          | 231                          | 288                         
|Management fees (Note 4)                                                           |           | 30,000                       | 55,000                       | 60,000                      
|Office and general                                                                 |           | 5,179                        | 4,682                        | 4,969                       
|Professional fees                                                                  |           | 13,054                       | 8,933                        | 14,722                      
|Rent                                                                               |           | -                            | 19,000                       | 13,500                      
|Transfer agent, filing fees and shareholder relations                              |           | 49,931                       | 16,326                       | 13,657                      
|Travel and promotion                                                               |           | 1,548                        | 3,642                        | 3,211                       
|                                                                                   |           |                              |                              |                             
|LOSS BEFORE THE FOLLOWING                                                          |           | (210,504)                    | (157,849)                    | (110,347)                   
|                                                                                   |           |                              |                              |                             
|Interest Income                                                                    |           | 872                          | 643                          | -                           
|                                                                                   |           |                              |                              |                             
|NET LOSS FOR THE YEAR                                                              |           | (209,632)                    | (157,206)                    | (110,347)                   
|                                                                                   |           |                              |                              |                             
|DEFICIT, BEGINNING OF YEAR                                                         |           | (1,117,527)                  | (960,321)                    | (849,974)                   
|                                                                                   |           |                              |                              |                             
|DEFICIT, END OF YEAR                                                               | $         | (1,327,159)                  | (1,117,527)                  | (960,321)                   
|                                                                                   |           |                              |                              |                             
|                                                                                   |           |                              |                              |                             
|                                                                                   |           |                              |                              |                             
|BASIC AND DILUTED LOSS PER COMMON SHARE                                            | $         | (0.04)                       | (0.05)                       | (0.06)                      
|                                                                                   |           |                              |                              |                             
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                               | 5,402,255 | 3,405,611                    | 1,830,009                   





The accompanying notes are an integral part of these financial statements





44



MAX RESOURCE CORP.

(Formerly Vancan Capital Corp.)



STATEMENTS OF CASH FLOWS



(Expressed In Canadian Dollars)

|                                                                                           |   |                              |                              |                             
|------------------------------------------------------------------------------------------ | - | ---------------------------- | ---------------------------- | ----------------------------
|                                                                                           |   | Year ended December 31, 2004 | Year ended December 31, 2003 | Year ended December 31, 2002
|                                                                                           |   |                              |                              |                             
|CASH PROVIDED BY (USED IN):                                                                |   |                              |                              |                             
|                                                                                           |   |                              |                              |                             
|OPERATING ACTIVITIES                                                                       |   |                              |                              |                             
|Net loss for the year                                                                      | $ | (209,632)                    | (157,206)                    | (110,347)                   
|Adjust for items not involving cash:                                                       |   |                              |                              |                             
|Amortization                                                                               |   | 185                          | 231                          | 288                         
|Non-cash consulting, management and investor relations  expense  stock based compensation |   | 60,224                       | 49,000                       | -                           
|                                                                                           |   |                              |                              |                             
|                                                                                           |   | (149,223)                    | (107,975)                    | (110,059)                   
|Changes in non-cash working capital items:                                                 |   |                              |                              |                             
|(Increase) in taxes recoverable and prepaids                                               |   | 4,831                        | (7,008)                      | (488)                       
|Increase (decrease) in accounts payable                                                    |   | 5,201                        | 43,503                       | (26,332)                    
|                                                                                           |   |                              |                              |                             
|CASH USED IN OPERATING ACTIVITIES                                                          |   | (139,191)                    | (71,480)                     | (136,879)                   
|                                                                                           |   |                              |                              |                             
|FINANCING ACTIVITIES                                                                       |   |                              |                              |                             
|Advances from (repayments to) related parties                                              |   | (21,320)                     | (6,467)                      | 1,600                       
|Issuance of common shares                                                                  |   | 236,425                      | 376,700                      | 186,000                     
|                                                                                           |   |                              |                              |                             
|CASH PROVIDED BY FINANCING ACTIVITIES                                                      |   | 215,105                      | 370,233                      | 187,600                     
|                                                                                           |   |                              |                              |                             
|INVESTING ACTIVITIES                                                                       |   |                              |                              |                             
|Mineral property acquisition and exploration costs (Note 3)                                |   | (343,100)                    | (82,038)                     | -                           
|                                                                                           |   |                              |                              |                             
|CASH USED IN INVESTING ACTIVITIES                                                          |   | (343,100)                    | (82,038)                     | -                           
|                                                                                           |   |                              |                              |                             
|INCREASE IN CASH DURING THE YEAR                                                           |   | (267,186)                    | 216,715                      | 50,721                      
|                                                                                           |   |                              |                              |                             
|CASH, BEGINNING OF YEAR                                                                    |   | 269,196                      | 52,481                       | 1,760                       
|                                                                                           |   |                              |                              |                             
|CASH, END OF YEAR                                                                          | $ | 2,010                        | 269,196                      | 52,481                      



SUPPLEMENTARY DISCLOSURE:

|Interest paid     | $ | - | - | -
|----------------- | - | - | - | -
|Income taxes paid | $ | - | - | -



OTHER NON-CASH TRANSACTIONS:  During the year ended December 31, 2003 the Company issued 200,000 shares for mineral properties at $0.20 per share, and 200,000 shares for mineral properties at $0.38 per share.  Refer to Note 3.



During the year ended December 31, 2004 the Company issued 100,000 shares for mineral properties at $0.47 per share, and 200,000 shares for mineral properties at $0.37 per share.  Refer to Note 3.



During the year ended December 31, 2004 the Company issued 100,000 warrants valued at $19,724 for mineral properties, Refer to Note 3.



The accompanying notes are an integral part of these financial statements





45



MAX RESOURCE CORP.

(Formerly Vancan Capital Corp.)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

(Expressed In Canadian Dollars)



NOTE 1.

NATURE OF OPERATIONS



The Company was incorporated under the Business Corporations Act (Alberta) on April 25, 1994 as Proven Capital Corp.  By Articles of Amendment dated January 10, 1995, the Companys name was changed to Cedar Capital Corp. and then to Vancan Capital Corp. on February 12, 2002 concurrent with the consolidation of outstanding common share capital on a four for one basis. The Companys name was changed to Max Resource Corp. on May 14, 2004.  The Company is in the business of mineral property exploration and development.  The recoverability of amounts recorded for mineral properties and related deferred costs is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development, and future production or proceeds from the disposition thereof.  The financial statements have been prepared under the assumption that the Company is a going concern.  The ability of the Company to continue operations as a going concern is dependent upon attaining profitable operations from its mineral property activities.  To date, the Company has not generated any revenues from operations and will require additional funds to meet its obligations and the costs of its operations.  As a result, significant losses are anticipated prior to the generation of any revenues.



The Company's future capital requirements will depend on many factors, including costs of exploration of the properties, cash flow from operations, and competition and global market conditions. The Company's anticipated recurring operating losses and growing working capital needs will require that it obtain additional capital to operate its business.



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



Given the Company's limited operating history, lack of sales, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability.  Accordingly, these factors raise substantial doubt about the Companys ability to continue as a going concern.



NOTE 2.

SIGNIFICANT ACCOUNTING POLICIES



These financial statements have been prepared in accordance with generally accepted accounting principles in Canada.  Except as indicated in Note 8, they also comply, in all material respects, with generally accepted accounting principles in the United States.



Use of Estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Significant areas requiring the use of management estimates relate to the determination of impairment of mineral property interests and the determination of fair value for stock based transactions.  Where estimates have been used financial results as determined by actual events could differ from those estimates.





46



Mineral properties

The Company records its interests in mineral properties at the lower of cost or estimated recoverable value.  Where specific exploration programs are planned and budgeted by management, the cost of mineral properties and related exploration expenditures are capitalized until the properties are placed into commercial production, sold, abandoned or determined by management to be impaired in value.  These costs will be amortized over the estimated useful lives of the properties following the commencement of production or written off if the properties are sold or abandoned.



The costs include the cash or other consideration and the assigned value of shares issued, if any, on the acquisition of mineral properties.  Costs related to properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made.  For properties held jointly with other parties the Company only records its proportionate share of acquisition and exploration costs.  The proceeds from options granted are deducted from the cost of the related property and any excess is deducted from other remaining capitalized property costs.  The Company does not accrue estimated future costs of maintaining its mineral properties in good standing.



Capitalized costs as reported on the balance sheet represent costs incurred to date and may not reflect recoverable value.  Recovery of carrying value is dependent upon future commercial success or proceeds from disposition of the mineral interests.



Management evaluates each mineral interest on a reporting period basis or as events and circumstances warrant, and makes a determination based on exploration activity and results, estimated future cash flows and availability of funding as to whether costs are capitalized or charged to operations.



Mineral property interests, where future cash flows are not reasonably determinable, are evaluated for impairment based on managements intentions and determination of the extent to which future exploration programs are warranted and likely to be funded.



General exploration costs not related to specific properties and general administrative expenses are charged to operations in the year in which they are incurred.



The Company does not have any producing mineral properties and all of its efforts to date have been exploratory in nature.  Upon the establishment of commercial production, carrying values of deferred acquisition and exploration costs will be amortized over the estimated life of the mine on the units of production method.



Equipment

Equipment is amortized at 20% per annum on a declining balance basis.



Loss per Share

The Company is using the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments.  The treasury stock method assumes that proceeds received from in-the-money stock options are used to repurchase common shares at the prevailing market rate.



Basic loss per share figures have been calculated using the weighted average number of shares outstanding during the respective periods.  Diluted loss per share figures are equal to those of basic loss per share for each year since the effects of the share purchase warrants have been excluded as they are anti-dilutive.



Stock-Based Compensation

The Company has granted stock options to directors and employees as described in Note 5.  Effective January 1, 2003 the Company adopted the new accounting recommendations of the Canadian Institute of Chartered Accountants (CICA) Handbook, Section 3870, Stock-based compensation and other stock-based payments, released in November 2003, whereby it expenses all stock-based compensation awards, made or altered on or after January 1, 2003, on a prospective basis.  The standard requires that all new or altered stock based awards provided to employees and non-employees are measured and recognized using a fair value based method.  Fair values are determined using the Black-Scholes option pricing model.  Any consideration paid by employees on the exercise of the options is credited to share capital.  No stock options were granted by the Company during 2002.







47



NOTE 2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



Financial Instruments

The Companys financial instruments consist of cash, taxes recoverable and prepaids, accounts payable and accrued liabilities and amounts due to related parties.  The fair value of the Companys financial instruments are estimated by management to approximate their carrying values based due to their immediate or short-term maturity.



Income taxes

Future income taxes are recognized for the future income tax consequences attributable to differences between financial statement carrying values and their corresponding tax values (temporary differences).  Future income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in years in which temporary differences are expected to be recovered or settled.  The effect on futures income tax assets and liabilities of a change in tax rates is included in income in the period in which the change occurs.  The amount of future income tax assets recognized is limited to the amount that, in the opinion of management, is more likely than not to be realized.



Risk management

The Company is engaged primarily in mineral exploration and manages related industry risk issues directly.  The Company may be at risk for environmental issues and fluctuations in commodity pricing.  Management is not aware of and does not anticipate any significant environmental remediation costs or liabilities in respect of its current operations; however it is not possible to be certain that all aspects of environmental issues affecting the Company, if any, have been fully determined or resolved.  The Company is not exposed to significant credit concentration or interest rate risk.



Translation of Foreign Currency

Balances denominated in foreign currencies are translated into Canadian dollar equivalents as follows:

i.

Monetary assets and liabilities at year end rates;

ii.

All other assets and liabilities at historical rates;

iii.

Revenue and expense transactions at the average rate of exchange prevailing during the year.



Exchange gains or losses arising on these translations are charged to operations in the year in which incurred.



Asset retirement obligations

The Company has adopted the CICA Handbook section 3110, Asset retirement obligations. This standard focuses on the recognition and measurement of liabilities related to legal obligations associated with the retirement of property, plant and equipment.  Under this standard, these obligations are initially measured at fair value and subsequently adjusted for any changes resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The asset retirement cost is to be capitalized to the related asset and amortized into earnings over time.  This section was effective on January 1, 2004.  The adoption of this standard did not have a material impact on the financial position and results of operations.



Mineral property related retirement obligations are capitalized as part of deferred exploration and development costs and amortized over the estimated useful lives of the corresponding mineral properties.



NOTE 3.

MINERAL PROPERTIES



Target Claims, Northwest Territories, Canada

Effective January 15, 2003 the Company entered into an agreement to acquire a 50% interest in a mineral claim located east of Hottah Lake in the Northwest Territories of Northern Canada (the Target 2 Claim).  During 2003, the Company acquired its interest in the Claim by making cash payments totalling $15,000, issuing 200,000 common shares at a price of $0.20 each and agreeing to incurring a minimum of $100,000 (subsequently revised to $50,000) in exploration expenditures on the Claim, which were required to be made on or before December 31, 2004.





48



By agreement dated April 16, 2003, the Company obtained the right to acquire a 50% interest in a mineral claim comprising 1,781.9 acres located in the Longtom Lake area of the Northwest Territories (the Target 1 Claim). To earn its interest during 2003, the Company paid $15,000 and issued 200,000 common shares at a price of $0.38 per share.



During the year ended December 31, 2004 exploration costs of $nil  (2003 - $52,038 ) were incurred related to the Target Claims in the Northwest Territories as follows:



|Field expenses        | $     3,300
|--------------------- | -----------
|Geological consulting | 11,638     
|Geophysical survey    | 25,000     
|Travel                | 12,100     
|                      | $   52,038 



Gold Hill Property, Alaska

During 2004 the Company entered into an Option Agreement to acquire an interest in the Gold Hill Property near Cantwell, Alaska.  Under the terms of the Option Agreement, the Company paid $45,173 (US$33,200) in acquisition costs and a further $18,518 (US$15,000) in advance royalties and issued 100,000 shares valued at $47,000 and 100,000 warrants valued at $19,724 (refer to Note 5) exercisable at $0.47 per share for a two year period.  In order to maintain the Option, the Company must issue an additional 200,000 shares by January 1, 2005 (issued effective December 31, 2004 at a value of $74,000) and a further 200,000 shares by January 1, 2006.



The Company will assume all of Optionors obligations under their lease with GCO Minerals Corp. (GCO) which include the following minimum work commitments and Advance Royalty Payments (in U.S. funds):



Year               Work Commitment                      Advance Royalty

2004               $100,000 (incurred)                      $5,000 (paid)

2005                 150,000                                         15,000 (paid effective December 31, 2004)

2006                 250,000                                         25,000

2007                 250,000                                         25,000

2008                 500,000                                         50,000

2009                 500,000                                         75,000

2010                 500,000                                       100,000



Upon exercise of the Option, the Company can earn up to a 90% interest in the Gold Hill claims, subject to a net smelter return (NSR) and back-in rights to GCO that would allow GCO to buy back up to a 30% interest in the Gold Hill claims by paying the Company the lesser of US$5,000,000 or 300% of all costs incurred  to completion of a Feasibility Report.  The NSR will fluctuate from 1.5% to 4.0% depending on the price of gold.  In addition, the Company will pay to the Optionor an additional NSR of 1%.



During the year ended December 31, 2004 the Company incurred the following exploration expenses on the Gold Hill Property:



|Drilling              | $  64,914  
|--------------------- | -----------
|Field expenses        | 111,028    
|Geological consulting | 83,089     
|Lease payments        | 9,567      
|Staking               | 10,811     
|                      | $   279,409



NOTE 4.

RELATED PARTY TRANSACTIONS



During 2004, management fees of $30,000 (2003 - $55,000; 2002 - $60,000) were paid or accrued to a private company controlled by a director.  In addition, rent of nil (2003 - $19,000; 2002 - $13,500) was paid to this related party.  As at December 31, 2004 $27,080(2003 - $48,400; 2002 - $36,600) was owing to this related party.  With the exception of the granting of stock options, these transactions were measured at the exchange amount agreed to by the related parties.





49



NOTE 5.

SHARE CAPITAL



Authorized:

Unlimited number of voting common shares without par value

Unlimited number of preferred shares without par value

|                                             | Shares      | Value        
|-------------------------------------------- | ----------- | -------------
|Issued:                                      |             |              
|During the initial year ended March 31, 1995 |             |              
|                                             |             |              
|Escrow shares                                | 1,500,000   | $      75,000
|Balance, March 31, 1995                      | 1,500,000   | 75,000       
|                                             |             |              
|Public offering                              | 2,000,000   | 156,675      
|Agents option                               | 100,000     | 10,000       
|Balance, March 31, 1996                      | 3,600,000   | 241,675      
|                                             |             |              
|Agents option                               | 100,000     | 10,000       
|Private placements                           | 350,000     | 174,250      
|Stock options                                | 217,500     | 21,750       
|Shares issued for Harrison Lake property     | 50,000      | 17,500       
|Balance, March 31, 1997                      | 4,317,500   | 465,175      
|                                             |             |              
|Warrants exercised                           | 175,000     | 96,250       
|Balance, March 31, 1998 and 1999             | 4,492,500   | 561,425      
|                                             |             |              
|Public offering                              | 500,000     | 135,994      
|Shares issued for mineral property           | 25,000      | 11,250       
|Balance, March 31, 2000                      | 5,017,500   | 708,669      
|                                             |             |              
|Shares issued for mineral property           | 50,000      | 22,500       
|Exercise of warrants                         | 125,000     | 56,250       
|Balance at December 31, 2000 and 2001        | 5,192,500   | 787,419      
|                                             |             |              
|Share consolidation, 4:1                     | (3,894,375) | -            
|                                             | 1,298,125   | 787,419      
|                                             |             |              
|Exchange of special warrants                 | 1,162,500   | 186,000      
|Balance at December 31, 2002                 | 2,460,625   | 973,419      
|                                             |             |              
|Private placement                            | 600,000     | 102,000      
|Shares issued for mineral properties         | 400,000     | 116,000      
|Exercise of warrants                         | 70,000      | 14,700       
|Private placement                            | 1,000,000   | 260,000      
|Balance at December 31, 2003                 | 4,530,625   | 1,466,119    
|                                             |             |              
|Shares issued for mineral properties         | 300,000     | 121,000      
|Exercise of stock options                    | 25,000      | 7,000        
|Exercise of warrants                         | 1,092,500   | 229,425      
|                                             |             |              
|Balance at December 31, 2004                 | 5,948,125   | $  1,823,544 



Private Placements



During 2002, the Company completed a private placement of 1,162,500 special warrants at a price of $.16 per special warrant for net proceeds of $186,000.  Each special warrant was exchangeable for one common share and one non-transferable share purchase warrant entitling the holder to purchase an additional share at a price of $.21 per share for a period of two years from the date of the issuance of the special warrant.  In July, 2002 the special warrants were all exchanged for 1,162,500 common shares and 1,162,500 share purchase warrants of which 70,000





50



were exercised during the year ended December 31, 2003, with the remaining 1,092,500 share purchase warrants exercised prior to their expiry in May, 2004.



In January 2003 the Company completed a private placement of 600,000 units at $0.17 per unit for proceeds of $102,000.  Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common shares at a price of $0.23 until January 15, 2005.  There were 600,000 of these share purchase warrants outstanding at December 31, 2004 which were all exercised subsequently.



In December 2003 the Company completed a private placement of 1,000,000 units at $0.26 per unit for proceeds of $260,000.  Each unit consists of one common share and one share purchase warrant entitling the holder to purchase an additional common shares at a price of $0.40 for two years.  There were 1,000,000 share purchase warrants exercisable at $0.40 per share outstanding at December 31, 2004.



Stock Options



In 2003 the Company granted stock options to directors and employees entitling them to purchase 306,000 common shares at a price of $0.28 per share to February 5, 2005The granting of these options resulted in a stock based compensation expense of $49,000 being recorded representing the fair value of the options.  In accordance with the new accounting recommendations effective January 1, 2003, the Company has elected to expense the fair value of all stock options granted.  The total fair value of $49,000 was estimated using the Black-Scholes option pricing model assuming an expected life of 2 years, a risk-free interest rate of 3% and an expected volatility of 112 %



In 2004, the Company granted stock options to directors and employees entitling them to purchase 283,000 common shares at a price of $0.40 per share to June 30, 2006.  The granting of these options resulted in a stock based compensation expense of $60,224 being recorded during 2004.  The total fair value of $60,224 was estimated using the Black-Scholes option pricing model assuming an expected life of 2 years, a risk-free interest rate of 2.93% and an expected volatility of 99.44%.



The following table summarizes information about stock option transactions:



|                              | Outstanding
Options | Weighted
Average
Exercise Price | Weighted
Average Remaining
Contractual Life
|----------------------------- | ------------------- | ------------------------------- | -------------------------------------------
|                              |                     |                                 |                                            
|Balance, December 31, 2001    | -                   | -                               | -                                          
|Options granted               | 524,200             | $0.56                           | 0.02 years                                 
|Options exercised             | -                   | -                               | -                                          
|Options cancelled and expired | -                   | -                               | -                                          
|Balance, December 31, 2002    | 524,200             | $0.56                           | 0.02 years                                 
|Options granted               | 306,000             | $0.28                           | -                                          
|Options exercised             | -                   | -                               | -                                          
|Options cancelled and expired | (524,200)           | -                               | -                                          
|                              |                     |                                 |                                            
|Balance, December 31, 2003    | 306,000             | $0.28                           | 1.16 years                                 
|Options granted               | 283,000             | $0.40                           | -                                          
|Options exercised             | (25,000)            | $0.28                           | -                                          
|Options cancelled and expired | -                   | -                               | -                                          
|                              |                     |                                 |                                            
|Balance, December 31, 2004    | 564,000             | $0.34                           | 0.33 years                                 



At December 31, 2004 281,000 options are outstanding to purchase 281,000 common shares at a price of $0.28 per share to February 5, 2005, with a further 283,000 options outstanding to purchase 283,000 common shares at a price of $0.40 per share to June 30, 2006.





51



Warrants



The following table summarizes information about warrant transactions:



|                                    | Outstanding
Warrants | Weighted
Average
Exercise Price | Weighted
Average Remaining
Contractual Life
|----------------------------------- | -------------------- | ------------------------------- | -------------------------------------------
|Balance, December 31, 2002 and 2001 | -                    | -                               | -                                          
|Warrants issued                     | 2,762,500            | $0.28                           | -                                          
|Warrants exercised                  | (70,000)             | 0.21                            | -                                          
|Warrants cancelled and expired      | -                    | -                               | -                                          
|                                    |                      |                                 |                                            
|Balance, December 31, 2003          | 2,692,500            | $0.29                           | 1.11 years                                 
|Warrants issued                     | 100,000              | 0.47                            | -                                          
|Warrants exercised                  | (1,092,500)          | 0.21                            | -                                          
|Warrants cancelled and expired      | -                    | -                               | -                                          
|                                    |                      |                                 |                                            
|Balance, December 31, 2004          | 1,700,000            | $0.34                           | 0.67 years                                 



In 2004 the Company issued 100,000 warrants in connection with the Gold Hill Property (refer to Note 3).  The fair value of these warrants was estimated to be $19,724 and was capitalized as a mineral property acquisition cost.  The total fair value was estimated using the Black-Scholes option pricing model assuming an expected life of 2 years, a risk-free interest rate of 2.93% and an expected volatility of 99.44%.





NOTE 6.

INCOME TAXES



The Company has non-capital losses of approximately $983,000 which may be available to offset future income for income tax purposes which expire over the next seven years.  In addition, there are resource-related expenditures of approximately $734,000 which maybe be used to offset future taxable Canadian resource income indefinitely, subject to annual rates prescribed by the Canadian Income Tax Act.  Due to the uncertainty of realization of these loss carryforwards, the benefit is not reflected in the financial statements as the Company has provided a full valuation allowance for the potential future tax assets resulting from these loss carryforwards.





NOTE 7.

SUBSEQUENT EVENTS



Subsequent to December 31, 2004, 600,000 warrants were exercised for proceeds of $138,000.



Subsequent to December 31, 2004 stock options exercisable to purchase 281,000 common shares at a price of $0.28 per share to February 5, 2005 expired.



In February 2005 the Company granted 371,000 stock options to directors and employees entitling them to purchase 371,000 common shares at a price of $0.30 per share to February 23, 2007.



The Company entered into an agreement (the Option Agreement) with Alberta Star Development Corp. whereby the Company can earn an interest in the MacInnis Lake Uranium Project in the Northwest Territories, subject to acceptance for filing by the TSX Venture Exchange (the Exchange).  The terms of the Option Agreement call for payments as follows:



(i)

cash payments totalling $30,000 ($15,000 upon acceptance of the Option Agreement by the Exchange and $15,000 one year from the date of acceptance);

(ii)

the issuance to Alberta Star of 200,000 shares of the Company upon acceptance of the Option Agreement; and

(iii)

work commitments totalling $2,000,000 over a five year period ($750,000 in the first year; $250,000 in the second year; $250,000 in the third year; $250,000 in the fourth year and $500,000 in the fifth and final year).





52



The terms of the Option Agreement call for the Company to earn a 25% interest in the MacInnis Lake project upon making the payments in (i) and (ii) above together with the first $1,000,000 in work commitments.  The Company may earn a further 25% interest when it completes the $2,000,000 in work commitments.  The MacInnis Lake property is subject to a 2% NSR royalty.  Upon full exercise of the Option, the parties agree to enter into a joint venture agreement.  Alberta Star will act as Operator on the MacInnis Lake project for the term of the Option Agreement.



To satisfy its initial obligations under the Option Agreement, the Company hasagreedto a non-brokered private placement of 1,000,000 units at $0.40 per unit.  Each unit will consist of one common share and a half non-transferable share purchase warrant.  Each full warrant will entitle the holder to purchase one additional common share of the Company for $0.50 per share for a two year period from closing.  A finders fee may be paid in accordance with Exchange policies on a portion of this private placement, which is subject to acceptance for filing by the Exchange.





NOTE 8.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES



These financial statements have been prepared in accordance with generally accepted accounting principles in Canada (Canadian GAAP) which differ in certain respects with accounting principles generally accepted in the United States and from practices prescribed by the Securities and Exchange Commission (collectively US GAAP).  Material differences to these financial statements are as follows:



a)

Exploration stage enterprise:



Under US accounting standards, the Company is considered to be an enterprise in the exploration stage as substantially all of its efforts have been directed towards the investigation of business opportunities and exploration of resource properties.  Accounting principles for exploration stage enterprises require the specific disclosure of this fact and the presentation of certain cumulative information from the inception of the exploration stage.  However, it does not require any changes in the measurement of assets, liabilities, revenues or expenses from that set out in the financial statements prepared in accordance with Canadian GAAP.



b)

Statement of stockholders equity:



US accounting standards require a separate Statement of Stockholders Equity disclosing historical transactions from inception.  The information required in this statement is otherwise presented in the financial statements and in Note 5.



c)

Mineral property costs:



Under Canadian GAAP, mineral property acquisition, exploration and development costs are deferred and amortized as disclosed in Note 2.  Under US GAAP, mineral property costs are expensed as incurred until such time as economic reserves are discovered.



d)

Stock-based compensation



As described in Note 5, the Company has previously granted stock options to certain directors, employees and consultants. Under previous Canadian GAAP, no compensation expense was recorded in connection with the granting of stock options.  Under US GAAP, the Company accounts for stock-based compensation in respect of stock options granted to directors and employees using the intrinsic value based method in accordance with APB Opinion No. 25.  Stock options granted to non-employees are accounted for by applying the fair value method using the Black-Scholes option pricing model in accordance with Statement of Financial Accounting Standards No. 123 (SFAS 123).  Commencing January 1, 2003, under Canadian GAAP the Company expenses the fair value of all stock options granted and under US GAAP has elected to prospectively change its accounting policy to account for all stock options granted in accordance with SFAS 123.  As a result, effective January 1, 2003, there is no difference between the Companys accounting for stock options under US GAAP versus Canadian GAAP.





53



The effect of the accounting differences for exploration costs and stock-based compensation is as follows:



|                                  | Year ended December 31, 2004 | Year ended December 31, 2003 | Year ended December 31, 2002 | April 25, 1994 (inception) to December 31, 2004
|--------------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | -----------------------------------------------
|                                  | $                            | $                            | $                            | $                                              
|Total assets, Canadian GAAP       | 687,747                      | 476,125                      | 54,595                       |                                                
|Less: deferred exploration costs  | (681,862)                    | (198,038)                    | -                            |                                                
|Total assets, US GAAP             | 5,885                        | 278,087                      | 54,595                       |                                                
|                                  |                              |                              |                              |                                                
|Deficit, Canadian GAAP            | (1,327,159)                  | (1,117,527)                  | (960,321)                    | (1,327,159)                                    
|Deferred exploration costs        | (681,862)                    | (198,038)                    | -                            | (681,862)                                      
|Stock-based compensation          | (6,611)                      | (6,611)                      | (6,611)                      | (6,611)                                        
|Deficit, US GAAP                  | (2,015,632)                  | (1,322,176)                  | (966,932)                    | (2,015,632)                                    
|                                  |                              |                              |                              |                                                
|Net loss, Canadian GAAP           | (209,632)                    | (157,206)                    | (110,347)                    | (1,327,159)                                    
|Deferred exploration costs        | (483,824)                    | (198,038)                    | -                            | (681,862)                                      
|Stock-based compensation          | -                            | -                            | -                            | (6,611)                                        
|Net loss, US GAAP                 | (693,456)                    | (355,244)                    | (110,347)                    | (2,015,632)                                    
|                                  |                              |                              |                              |                                                
|Basic net loss per share, US GAAP | (0.13)                       | (0.10)                       | (0.12)                       |                                                



e)

Recent accounting pronouncements:



In March 2004, the FASB issued EITF No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments ("EITF 03-1"). The objective of EITF 03-1 is to provide guidance for identifying impaired investments. EITD 03-1 also provides new disclosure requirements for investments that are deemed to be temporarily impaired. In October 2004, the FASB delayed the recognition and measurement provisions of EITF 03-1 until implementation guidance is issued. The disclosure requirements are effective for annual periods ending after June 15, 2004, and remain in effect. Management believes that the adoption of EITF 03-1 will not have a material impact on the Companys financial condition or results of operations.



In November 2004, the FASB issued SFAS No. 151, Inventory Costs (SFAS 151). SFAS 151 requires issuers to treat idle facility expense, freight, handling costs, and wasted material (spoilage) as current-period charges regardless of whether such charges are considered abnormal. In addition, SFAS 151 requires the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 will be effective for all inventory costs incurred in fiscal years beginning after June 15, 2005.  Management believes the adoption of this standard will not have a material impact on the Company's financial position or results of operations.



In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment ("SFAS 123(R)"), which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award. SFAS 123(R) is effective for all interim periods beginning after December 15, 2005. Management is currently evaluating the impact of this standard on the Companys financial condition and results of operations.  Effective January 1, 2003, the Company accounts for all stock options in accordance with SFAS 123 under US GAAP, and accordingly the Company does not believe that the adoption of this standard will have a material impact on the Companys financial condition or results of operations.



In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions (SFAS 153) SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005.  Management does not believe that the adoption of this standard will have a material impact on the Companys financial condition or results of operations.