UNITED STATES





SECURITIES AND EXCHANGE COMMISSION





Washington, DC  20549





FORM 10-KSB





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





For the fiscal year ended December 31, 2003



AMERICAN PETRO-HUNTER INC.





(formerly Travelport Systems Inc.)





(Name of Small Business Issuer in its Charter)



Nevada

E.I.N. 98-0171619(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)


205
- 16055 Fraser Highway, Surrey, B.C.
V3S 2W9(Address of principal executive office)
(Zip/Postal Code)






(604)
507-2181





(Registrant's telephone number)







SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT:   NONE.



SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:



Title of Each
Class:    Common Stock

Name of each
exchange on which each class is registered:  OTC Bulletin Board











Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 ninety (90) days.

YES  ( X )      NO (   )



Check here if there is no disclosure of delinquent filers in response to Item 405 of Regulation SB
is not contained in this form, and no disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy of information statements incorporated by reference in Part III of
the Form 10-KSB or any amendment to this Form 10-KSB.    ( X )



Issuer's operational revenues for its most recent fiscal year ending December 31, 2003, were
$nil. Issuer's Common Shares outstanding at April 26, 2004 were 6,525,639. The aggregate
market value based on the voting stock held by non-affiliates as of April 26, 2004 was $882,151
(based on 5,691,294 shares and on an average of bid and asked prices of $0.155).

Except for the historical information contained herein, the matters set forth in this Form 10-KSB
are forward looking statements within the meaning of the "Safe Harbor" provision of the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risk
and uncertainties that may cause actual results to differ materially.  These forward-looking
statements speak only as of the date hereof and the Company disclaims any intent or obligation to
update these forward-looking statements.

DOCUMENTS INCORPORATED BY REFERENCE

Certain exhibits

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TABLE OF CONTENTS



PART I

ITEM 1. DESCRIPTION OF BUSINESS

ITEM 2. DESCRIPTION OF PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

ITEM 7. FINANCIAL STATEMENTS

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE



PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

ITEM 10. EXECUTIVE COMPENSATION

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

ITEM 14. CONTROLS AND PROCEDURES

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ITEM 1.    DESCRIPTION OF BUSINESS







(a)    BUSINESS DEVELOPMENT



American Petro-Hunter Inc. ("the
Company") was incorporated on January 24, 1996, pursuant to
the laws of the State of Nevada under the name Wolf Exploration, Inc. with a business plan to
acquire properties for precious metal exploration in the western United States.  However after
considering several properties, the Company determined that the properties identified were not
suitable to fully implement an exploration and development project in the United States.  In
August 1996 the Company changed management and developed a new business plan.

In October 1996, the Company entered into an agreement to acquire two numbered companies
that were combined with 714674 Alberta Ltd. continuing in operation.  The business operated as
Calgary Chemical, selling chemical products to the oil and gas industry.

In March 1997, the Company's name was changed to Wolf Industries Inc. to reflect these
developments.

Effective June 30, 1998, the Company sold its subsidiary, 714674 Alberta Ltd. ("Calgary
Chemical") to Gorda Technology Holdings Limited, a Turks and Caicos Islands corporation
("Gorda").  The terms of the sale were as follows:

(a)    forgiveness of the inter-company debt owed by Calgary Chemical to the Company in the
amount of $82,289 (Canadian);

(b)    Payment by Gorda to the Company of fifteen percent of Calgary Chemical's after-tax profit
(as determined by generally accepted accounting principles) for the fiscal year ended December
31, 1998 payable on or before March 31, 1999 and completion of an audit of the financial
statements of Calgary Chemical for such period;

(c)    Indemnification by Gorda to hold the Company harmless from any and all liability arising
from the debt guarantees of Calgary Chemical;

(d)    Agreement by Gorda to hire Mr. Blair Coady as the President and Chief Executive Officer of
Calgary Chemical; and

(e)    Receipt by the Company from Mr. Coady of his resignation as President and Chief Executive
Officer, Secretary, and Director of the Company and the surrender of Mr. Coady's options to
acquire 700,000 shares of the Company's common stock.

This agreement is incorporated by reference from the Company's 10QSB filing for the quarter
ended March 31, 1998.

The sale of Calgary Chemical was subject to approval of the shareholders of the Company, which
was received at the Company's annual general meeting of July 24, 1998.

---

On April 8, 1998, the Company entered into a License agreement with Andrew Engineering Inc.
("Andrew") a British Columbia corporation, Andrew Rawicz Ph.D., and Ivan Melnyk, Ph.D.,
whereby the Company acquired a world-wide license to manufacture and market a patent
pending device for the color matching of dentures to a dental patient's existing tooth color.  Drs.
Rawicz and Melnyk hold the patent pending for the color analyzer and Andrew developed and/or
acquired the techniques and other proprietary information related to the device.   The License
agreement required the Company and Andrew to develop a business plan for manufacturing and
marketing the device, including obtaining financing of $1,500,000 US.  The license agreement
required the issuance of 4.8 million shares of restricted stock to Andrew with registration rights
on 600,000 of those shares, and also required that Mr. Patrick McGowan be appointed President
and Chief Executive Officer.  Mr. McGowan signed a management agreement with the
Company, and at a meeting of the Company's Board of Directors held on April 16, 1998, Mr.
McGowan and Mr. A. Schwabe were appointed to the Company's Board of Directors. They
were also appointed interim President and CEO, and Secretary, Treasurer respectively, pending
the approval of the shareholders of the Gorda transaction wherein Mr. Coady would resign from
all positions.  The agreement also provided for the Company to pay a royalty to Andrew in the
amount of ten percent (10%) of gross profit on sales if the Company manufactures the product
itself or a Royalty of seven percent (7%) of gross revenue if manufacturing is done by an
independent third party.

This agreement is incorporated by reference from the Company's 10QSB filing for the quarter
ended March 31, 1998.

Upon approval by the shareholders of the sale of Calgary Chemical at the 1998 annual general
meeting, Mr. P. McGowan, Mr. A. Schwabe and Dr. David Gane were elected directors, and
Messrs. McGowan and Schwabe were appointed President and CEO, and Secretary, Treasurer
respectively.

In September 1998, 4.8 million shares of the Company's stock were issued to Andrew in
accordance with that agreement.

As a result of settlement of the litigation with AEI Trucolor Inc. ("Trucolor"),
the License Agreement was cancelled and the 4,800,000 shares were returned to
the treasury in 1999.

This action was settled by the execution of two agreements, the effect of which was that the
Company acquired a 40% interest in Trucolor, an arm's length company. As a result of the
agreement, Trucolor became the owner of the rights to the device.

Pursuant to an agreement dated June 14, 2000, the Company purchased a 100% interest in a
private company owned by a former director of the Company called Travelport Media Inc.
("TPI").  TPI was a Nevada, USA incorporated private internet e-commerce technology and
content development company specializing in the travel and hospitality industry. The agreement
required the Company to issue 3,000,000 share purchase warrants in exchange for a 100%
interest in TPI.  The share purchase warrants allowed the holder to purchase 3,000,000 common
shares of the Company for $0.27 per share.  The warrants became vested and exercisable over a
five-year period as follows:



Date of Vesting
Number of Warrants Vested


July 1, 2000
500,000January 1, 2001
150,000July 1, 2001
600,000January 1,2002
150,000July 1, 2002
750,000January 1,2003
400,000July 1, 2003
450,000




Exercise Date
Maximum Number of warrants
Available for exerciseJune 30, 2001
600,000June 30, 2002
600,000June 30, 2003
600,000June 30, 2004
600,000June 30, 2005
600,000












The number of share purchase warrants would vest according to the above schedule provided that
the holder of the warrants remained retained as a consultant by the Company.  If the warrant
holder was no longer retained as a consultant, any unvested warrants would immediately expire.
Before the end of December 31, 2000, the Company's relationship with the consultant and former
shareholder of TPI became strained, resulting in the consultant resigning as a director of the
Company on September 11, 2000.  The Company has recorded the 500,000 vested warrants at
their intrinsic value on the June 14, 2000 grant date of $80,000 in the books of the Company as
compensation expense.  In addition, as they are no longer recoverable, the Company has written
off all advances to TPI and expenses paid by the Company on TPI's behalf to the statement of loss
and retained earnings (deficit) as of December 31, 2000.

In addition, the Company issued 300,000 share purchase warrants to companies controlled by a
director as finder's fees for bringing the two parties in the above noted transaction together.
The Warrants enabled the holder to purchase 300,000 shares of the Company at $0.27 each for a
period of five years.  The Company has recorded the warrants in its books at their June 14, 2000
intrinsic value of $48,000.  As a result of the separation of the parties involved in the above
transaction, the share purchase warrants were cancelled by the Company before exercise.

In November, 2000, the Company received shareholder and regulatory approval to change its
name to "Travelport Systems Inc." in anticipation of its new business direction.

Subsequent to December 31, 2000, the Company entered into a settlement agreement whereby
the Company would give its interest in the shares of TPI back to the original owner on the
condition that the original owner and former director of the Company would assume a liability of
$86,000 which was incurred by the Company on behalf of TPI for the purchase of certain
computer equipment.  The $86,000 liability is included in accounts payable of the Company as at
December 31, 2000.  As the computer equipment was purchased on behalf of TPI, the Company
has written off its interest in the equipment as part of the advances to Travelport Media, Inc.

In addition, subsequent to December 31, 2000 the Company cancelled 150,000 share purchase
options exercisable at $0.15 per share until October 11, 2005, and the Company cancelled
200,000 share purchase options exercisable at $0.25 per share until October 19, 2005 issued to
employees of TPI.

As a result of termination of the TPI agreement, the Company decided to change its business
direction to oil and gas opportunities, and received shareholder and regulatory approval to change
its name to "American Petro-Hunter Inc. in August, 2001.

(b)  BUSINESS OF THE ISSUER



DENTAL COLOR ANALYZER



During 1998, the Company sold Calgary Chemical and acquired the worldwide manufacturing
and marketing rights to a dental color analyzer ("the product").  This technology was developed
to assist the dental industry in determining the shades and colors of dental materials used in
replacement and/or restorative work, by precisely matching these shades to the original teeth of
patients. The dental color analyzer discriminates between the minutest differences in tooth
shading and determines the best shade match for partial or total restorative material.  It does so
by taking into account the differences in color of spectrally unmatched materials when
illuminated with different light sources such as sunlight, incandescent lamps, and fluorescent
lamps.



Since acquiring the rights in April 1998, the Company's efforts have been directed towards
research, development and business plans for manufacturing and marketing the product. This has
involved manufacturing a small quantity of the product for testing and demonstration purposes;
engaging technical experts and firms to evaluate the product; attendance at dental conventions
and shows to demonstrate the product; attendance at various dental firms and laboratories to
demonstrate and evaluate the product; and work on both the product and related software to
perfect its operation.  The Company has also engaged the assistance of consultants to develop
marketing plans for the product.  This has resulted in the Company incurring substantial research
and development expenditures in the year 1998.

The Company has also held discussions with companies involved in the distribution of dental
products in Canada, the United States and Europe regarding marketing of the product.

The Company developed preliminary business plans to proceed with manufacture and sale of the
units, but was delayed in proceeding pending completion of this research and development, and
by the action brought against the Company by AEI Trucolor

As a result of settlement of the Trucolor action, Trucolor became the owner of the dental color
analyzer.  The manufacturing/distribution agreement was not consummated with a third party, as
anticipated by the settlement agreement, and as a result the Company owns a 40% interest in
Trucolor, and GPT owns a 60% interest.

---

ITEM 2.    DESCRIPTION OF PROPERTY



Effective January, 2000, the Company relocated its office to Surrey, B.C., under a verbal
agreement with R-G Management, a company owned by a director of the Company, to pay
Canadian $200.00 per month for office rent, plus telephone charges and disbursements.  The
Company
shares this office with other companies, and occupies approximately 150 square feet.

---

ITEM 3.    LEGAL PROCEEDINGS



Canadian Western Bank

During 2002, The Company received a formal demand for payment from Canadian Western
Bank ("CWB") whereby CWB, pursuant to a full liability guarantee
provided by the Company in favor of 714674 Alberta Ltd. (operating as Calgary
Chemical) is demanding payment of Cdn$102,000 (approx. US$79,000).

The Company divested itself of Calgary Chemical in 1998 under an agreement with the former
president of the Company.  The agreements covering the transaction included an indemnity
guarantee from the purchaser whereby the purchaser would indemnify and save harmless the
Company from any and all liability, loss, damage or expenses.

The Company intends to defend itself against the claim from CWB, believing that it has a valid
indemnification from the purchaser of Calgary Chemical.

This contingent liability is not reflected in the accounts of the Company, and will be recorded as
an expense only if and when the Company is required to pay any amount in settlement of the
claim.

---



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.

---

PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS





(a)    MARKET INFORMATION



Since December 15, 1997, the Company's stock is quoted for sale on the OTC Electronic
Bulletin Board.  As of December 31, 2003 there were sixteen stock brokerage firms making a
market in the Company's common stock.  The high ask and low bid prices of the Common
Stock of the Company have been as follows:



Quarter Ending:
High ask per share:
Low bid per share:March 31, 2001
$0.09
$0.015June 30, 2001
$1.01
$0.011September 30, 2001
$0.80
$0.12December 31, 2001
$0.45
$0.13March 31, 2002
$0.25
$0.121June 30, 2002
$0.25
$0.130September 30,
2002
$0.140
$0.067December 31, 2002
$0.122
$0.051March 31, 2003
$0.10
$0.03June 30, 2003
$0.07
$0.03September 30, 2003
$0.11
$0.02December 31, 2003
$0.20
$0.09








The above quotations reflect inter-dealer prices, without retail mark-up, markdown, or
commission and may not necessarily represent actual transactions.

In February of 2003, the Board of Directors of the Company approved the issuance of 430,000
shares at $0.06 to two directors and a consultant of the Company for services rendered, which
were issued in February and March, 2003.



(b)    HOLDERS



There were 65 holders of 6,050,639 shares of the Company's common stock as of December
31, 2003. This includes 22 holders of 2,052,842 shares of common stock whose certificates are
restricted. The remainder of the shares are free trading.





(c)    DIVIDENDS



The Company has paid no dividends to date on its common stock.  The Company reserves the
right to declare a dividend when operations merit.

---

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.



The following should be read in conjunction with the Financial Statements and
notes thereto appearing elsewhere in this report.

Revenue and expense transactions
in Canadian funds are converted to US dollars at the average rates in effect
when the transactions occurred. Asset and liability accounts are converted at
year-end closing rates, which were U.S. $0.7713 for one Canadian dollar at December 31, 2003
and $0.6339 at December 31, 2002.

Plan of Operations

The Company has had no revenues during the 2003
and 2002 fiscal years. The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. Having no sources of income,
substantial doubt is raised about the ability of the Company to continue as a going concern.

The Company's plan of operations for the remainder of the fiscal year is to seek out a privately
held business with whom the Registrant can reorganize so as to take advantage of the
Company's status as a publicly held corporation.  As of the date of this report, Management has
evaluated several potential reorganizations.  However as of the date of this report, there has been
no decision to proceed on any reorganization nor has any agreement been reached on even
principal terms of such reorganization. The Company also intends to investigate the acquisition
and development of natural resource projects without necessarily reorganizing with another party.



During the 2003 fiscal year, the Company investigated potential acquisitions, but did not proceed
with them, as they were deemed unsuitable for acquisition by the Company.



(a)    Results of Operations



The Company has had no revenues since June 30, 1998.

Administrative expenses for the fiscal year ended December 31, 2003, were $32,214, compared
to $12,601 in 2002. The Company's administration costs were minimal
in 2003, as it limited its activities to investigating potential acquisitions. During 2001,
the Company incurred costs in finalizing and canceling its agreement with Travelport Media Inc
("TPI"), and also incurred substantial consulting fees required to
investigate and evaluate proposed resource property acquisitions. As a result of the decision to give up its interest in TPI, the Company wrote off advances
to TPI of $14,412 in 2001.



(b)    Capital Resources



The Company had a working capital
deficiency of $229,033 at December 31, 2003. The
Company has been meeting its obligations through funds loaned by a shareholder, and has issued
capital stock for certain services rendered to the Company in accordance with S-8 registration
filings.

As at April, 2004, the balance of funds loaned by the shareholder amounted to US$33,004.

The Company is now investigating new business opportunities, and intends to develop future
plans, which will include issuing shares through private placements in order to provide funds for
working capital and investment in such opportunities.



The Company has made no commitments for capital expenditures.



(c)    Liquidity



The Company is illiquid at the present time and has been dependent upon a shareholder to
provide funds to maintain its activities, as indicated previously. Once a suitable acquisition is
identified, the Company expects to be able to raise funds through the issuance of shares.

---

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



The financial statements of the Company are filed under this Item, and are included
herein by reference.

---

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE



None.

---



ITEM 8A.   
CONTROLS AND PROCEDURES



We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in
our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and forms. Our chief executive
officer and chief financial officer have evaluated our disclosure controls and procedures within 90 days prior to
the filing of this annual report of Form 10-KSB and have determined that such disclosure controls and
procedures are effective.



















































There have been no significant changes in our internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation including any corrective actions with regard to
significant deficiencies and material weaknesses.



The Audit Committee is comprised of the three
members of the Board of Directors, being Messrs McGowan, Rook-Green and Whelan.



The Audit Committee is responsible for
recommendation of the audit firm and compensation for completion of the audit to
the Board of Directors.  The auditor reports to the Audit Committee. 
The Company does not engage the auditor for any services other than the external
audit.









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PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The following are the names, positions, and municipalities of residence and relevant backgrounds
of key personnel of the Corporation: (references to the TSX-V refer to the TSX Venture
Exchange, formerly the Canadian Venture Exchange which resulted from amalgamation of the
Vancouver and Alberta Stock Exchanges):



|Name                | Age | Position with the Company  
|------------------- | --- | ---------------------------
|Patrick A. McGowan  | 65  | President, CEO and Director
|Peter G. Rook-Green | 63  | Secretary, CFO and Director
|Barry L. Whelan     | 63  | Director                   

PATRICK A. McGOWAN - (Age 65).  President, C.E.O., Director of the Company, Coquitlam,
British Columbia.



President of the Company since April 16, 1998. November, 2001 to date, Executive
Vice-President of MIV Therapeutics Inc., Vancouver, B.C., a company whose business is
medical devices, that trades on the NASD OTC-BB. September 1996 to April, 1999, President of
Consolidated Ewing Industries Inc. (now Lyra Resources Ltd.), Vancouver, B.C., a company
formerly engaged in oil and gas exploration, which is publicly traded on the TSX-V, November
1997 to the present, President of American Hunter Exploration, Vancouver, B.C., a privately held
Nevada corporation engaged in oil and gas exploration.  February 1998 to the present, President
and Director of U.S Diamond Corp., Vancouver, B.C., the parent company of American Hunter
Exploration, a public company involved in natural resources, and traded on the TSX-V.  August
1997 to December 1997, President and Director of Globenet Resources Inc., Vancouver, B.C., a
public traded company traded on the TSX-V, engaged in natural resource exploration and
development. October 1992 - September 1996, President and Director of The Indisposibles,
Burnaby, B.C., a manufacturer and distributor of infant wear, incontinent and feminine hygiene
products throughout North America and Europe. January 1988 to September 1992, Executive
Vice-President of Pacific Paper Products, Burnaby, B.C., a manufacturer and distributor of
paperboard products in British Columbia and Alberta. Graduated from University of Western
Ontario with Masters of Business Administration in 1965, graduated University of Oregon with
Bachelor of Science, Finance and Economics in 1963.

PETER G. ROOK-GREEN (Age 63).  Secretary, C.F.O., and Director of the Company, Surrey,
British Columbia.





Secretary since March 20, 2000, and Director since June 20, 2000.  From 1994 to the
present, President of Rook-Green Investments Inc. (d.b.a. R-G Management), a company
engaged in providing administrative and accounting services to public companies.  May 1996 to
April, 2003, Corporate Secretary and C.F.O. of Pallaum Minerals Ltd., Vancouver, B.C., Canada,
a resource company trading on the TSX-V; February 1997 to June, 2000, Corporate Secretary of
Globalstore.com Incorporated, Vancouver, B.C., an internet technology company
formerly trading on the TSX-V; September 1998 to November, 2001 Corporate Secretary, January, 2001 to January,
2004, Director, and November, 2001 to January, 2004, President of Olympus Stone Inc.,
Vancouver, B.C., a resource company trading on the TSX-V; February, 2000 to April, 2001,
Corporate Secretary of US Diamond Corp., Vancouver, B.C., a resource company formerly
trading on the TSX-V; March, 1998 to present, Director of Anglo-Andean Explorations Inc.,
Vancouver, B.C., a resource company formerly trading on the TSX-V;  January, 2000 to
December, 2000, Director of Rystar Communications Ltd., Vancouver, B.C., formerly trading on
the TSX-V; October, 1999 to present, Director of Terramin Resources, Inc., a resource company
formerly trading on the TSX-V; and January, 2001 to January, 2004, Director of Consolidated
Fortress Resources Inc. (now Fortress IT Corp.) a resource company trading on the TSX-V, June,
2001 to January, 2004, Director of Rome Resources Ltd., a resource company trading on the
TSX-V., August 2002 to January, 2004, Chief Financial Officer, Goldrea Resources Corp., a
resource company trading on the TSX-V; September 2002 to January, 2004, Director
Adanac Gold Corp., (formerly Stirrup
Creek Gold Ltd.), a resource company trading on the TSX-V; and  March 2003 to January, 2004,
Director of Molycor Gold Corp., a resource company trading on the TSX-V. Mr. Rook-Green
obtained a Certified Management Accountant (C.M.A.) designation in 1971.



BARRY L. WHELAN (Age 63).  Director of the Company, Vancouver, British Columbia.



Director since September 11, 2001. From 1981 to present, consulting geologist. Director of the
following companies: Adamus Resources Ltd. from 1993, Consolidated Maymac Petroleum
Corp., from 1995, International Brooks Petroleum Ltd. from 1991, Little Mountain Resources
Ltd. from 1997, Canadian Metals Exploration Ltd. from 2001. All of the above companies trade
on the TSX-V. Graduated from the University of Western Ontario in 1961 with a Bachelor of
Arts in Geology, graduated from McMaster University in 1965 with a Bachelor of Science in
Geology.

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ITEM 10.    EXECUTIVE COMPENSATION



The following table sets forth compensation paid by the Company to the executive officers.



|Name and Principal Position                | Year                                   | Annual Compensation       | Long-term Compensation | All Other Compensation
|------------------------------------------ | -------------------------------------- | ------------------------- | ---------------------- | ----------------------
|Salary                                     | Bonus                                  | Other Annual Compensation | Awards                 | Payouts               
|Restricted Stock Award(s)                  | Securities Underlying Options/SARs (1) | LTIP Payouts             
|Patrick McGowan, President/CEO/Director   
|2001                                       | 0                                      | 0                         | 0                      | 0                     
|2002                                       | 0                                      | 0                         | 0                      | 0                     
|2003                                       | 0                                      | 0                         | 0                      | 0                     
|                                           |                                        |                           |                        |                       
|Peter
	Rook-Green,
	Secretary/CFO/Director | 2001                                   | 0                         | 0                      | 0                     
|2002                                       | 0                                      | 0                         | 0                      | 0                     
|2003                                       | 0                                      | 0                         | 0                      | 0                     
|                                           |                                        |                           |                        |                       
|Barry Whelan,
	Director                    | 2001                                   | 0                         | 0                      | 0                     
|2002                                       | 0                                      | 0                         | 0                      | 0                     
|2003                                       | 0                                      | 0                         | 0                      | 0                     





Mr. McGowan received or was due a total of $23,758 of compensation for the fiscal year ended
December 31, 2003, (2002 - $15,516) in accordance with a management
agreement approved by the directors in April, 1998 at a rate of $7,000 per month, which was
subsequently amended to Canadian $5,000 per month effective August, 1999, and in 2002, to
Canadian $2,500 per month retroactive to October 1, 2001.

A private company owned by Mr.
Rook-Green received or was due a total of $7,710 for rent, office services,
accounting and administrative services for the fiscal year ended December 31,
2003 (2002 - $13,802).



(b)    OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)



The Company has a Directors and
Officers Stock Option Plan, a Key Personnel Compensation Plan, a 2000 Stock
Option Plan, and a 2001 Stock Option Plan as described below. No options were
granted during 2003.



(c)    AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES: None



(d)    LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR



In November 1996, the Company adopted the Wolf Exploration Inc. 1996 Directors and Officers
Stock Option Plan, ("the Plan") for its officers, directors, key personnel and consultants to the
Company.  In  1996 and 1997, a total of 960,000 options to purchase shares were granted under
this plan.  As a result of the sale of Calgary Chemical, and change of management, the 960,000
options were cancelled in 1998.  By resolution of the directors of the Company dated May 28,
1998, the Company reserved an additional one million shares of common stock of the Company
for the Plan bringing the total shares reserved to 2,000,000 and renamed the Plan
"The Wolf
Industries Inc. 1998 Directors and Officers Stock Option Plan" ("the Revised Plan") with all
other terms and conditions of the Plan remaining in full force and effect.

In September 1998, the Company by resolution of the directors, established the
"1998 Key
Personnel Compensation Plan"  ("Key Plan") whereby 1,000,000 shares of the Company's
stock was reserved for issuance.  By resolution of the directors dated November, 1998, a further
1,000,000 shares of common stock was authorized to be reserved for issuance, bringing the total
issuable under the Key Plan to 2,000,000 shares of common stock.



During 1998, under the terms of the Revised Plan, a total of 1,050,000 options to purchase
common shares of the Company were granted to three officers and directors of the Company at
$0.25 per share for a five-year period.

During 1998, under the terms of the Key Plan, options to purchase 75,000 shares of the common
stock of the Company was granted to an employee at $0.25 per share, for a five-year period.
Also under the terms of the Key Plan, 1,973,026 shares of common stock of the Company were
issued at a deemed price of $0.25 per share, and 1,000,000 shares of common stock of the
Company at a deemed price of $0.20 per share for services rendered by key personnel to the
Company.  In 1999, under the terms of the Key plan, 350,000 shares were issued at a deemed
price of $0.18, and 100,000 shares were issued at a deemed price of $0.15.

During 2000, 30,000 options were granted at $0.30, and 300,000 at $0.25, for five-year periods,
under the terms of the two plans.

In October, 2000, the Company by resolution of the directors, established the 2000 Stock Option
Plan ("2000 Plan"), whereby 5,000,000 of the company's stock was reserved for issuance.
During 2000, under the terms of the 2000 Plan, 50,000 options to purchase shares were granted
at $0.30, 200,000 were granted at $0.15, and 200,000 were granted at $0.25, all for five year
periods.

In September, 2001, the Company by resolution of the directors, established the 2001 Stock
Option Plan ("2001 Plan"), whereby 1,500,000 of the company's stock was reserved for
issuance. During 2001, under the terms of the 2001 Plan, 1,000,000 options to purchase shares
were granted at $0.15 for five-year periods. Also in September, 2001, the Company by resolution
of the directors issued 50,000 options under an S8 filing.

No options were granted in the year ended December 31, 2003.

(e)    COMPENSATION OF DIRECTORS





1.    Standard Arrangements



The members of the Company's Board of Directors are reimbursed for actual expenses incurred
in attending Board meetings.



2.    Other Arrangements



There are no other arrangements.



(f)    EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, CHANGE IN CONTROL ARRANGEMENTS



As a result of the sale of Calgary Chemical (Item 1(a)), Mr. Coady resigned at President and
Chief Executive Officer, Secretary, and Director of the Company. There was no additional cost to
the Company for severance or vacation pay resulting from this termination.

Mr. Patrick McGowan was appointed President and Chief Executive Officer of the Company in
April 1998, at an annual fee of $84,000, which was subsequently amended to Canadian $5,000
per month effective August, 1999, and in 2002, to Canadian $2,500 per month retroactive to October, 2001.
In 2003, Mr. McGowan received or was owed a total of $23,758 for services rendered under this
agreement.

---

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND



MANAGEMENT



The following table sets forth certain information regarding the beneficial ownership of Common
Stock by each director and nominee and by all directors and officers of the Company as a group
and of certain other beneficial owners of more than 5% of any class of the Company's voting
securities as of December 31, 2003, unless otherwise noted.  The number of shares beneficially
owned is deemed to include shares of Common Stock which directors or officers have a right to
acquire pursuant to the exercise of options within sixty days of December 31, 2003. Each such
person has sole voting and dispositive power with respect to such securities, except as otherwise
indicated.





(a)    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. None





(b)    SECURITY OWNERSHIP OF MANAGEMENT.





|Name and Address                                                          | Number of Shares | Percentage of Class
|------------------------------------------------------------------------- | ---------------- | -------------------
|Patrick A. McGowan,
    211 - 1148 Westwood Street, Coquitlam, BC V3B 4S4 | 702,172 (1)      | 11.6%              
|Peter G. Rook-Green,
    #12-16325 82nd Avenue, Surrey, B.C. V3S 8K3      | 225,173 (2)      | 3.7%               
|Barry L. Whelan,
    600 - 535 Howe Street, Vancouver, B.C. V6C 2Z4       | 345,000 (3)      | 5.7%               



(1)    Includes 325,000 options to purchase shares at a price of $0.15 per share.





(2)    Includes 150,000 options to purchase shares at a price of $0.15 per share, and 3,000 options to purchase shares
at a price of $3.00 per share.





(3)  Includes 325,000 options to purchase shares at a price of $0.15 per
share.

(c)    CHANGES IN CONTROL: 
None

---



ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Mr. McGowan billed the Company a
total of $23,758 during 2003 (2002 - $15,516) for services rendered under the
management agreement (Item 10(f)). Mr. Rook-Green is an owner of R-G Management,
which billed the Company $7,709 during 2003 (2002 - $13,802 for accounting,
administration, rent and office services.

The Company's By-laws include a provision regarding Related Party Transactions which
requires that each participant to such a transaction identify all direct and indirect interest to be
derived as a result of the Company's entering into the related transaction. A majority of the
disinterested members of the board of directors must approve any Related Party Transaction.

---

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM
8-K



The following documents are filed as part of this report under Part II, Item 8:

Audited Financial Statements and notes thereto



(a) Exhibits as required by Item 601 of Regulation S-B



Exhibit Number
Description
Incorporated by Reference to(3) (a) (1)
Articles of Incorporation as amended
Registrant's Report on Form
10SB12G dated June 19, 1997.(10) (1)
Sale agreement between Wolf Industries Inc.
and Gorda Technology Holdings Limited
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended March 31, 1998(10) (2)
License agreement between Wolf Industries
Inc., Andrew Engineering Inc., Andrew Rawicz
Ph.D. and Ivan Melnyk Ph.D.
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended March 31, 1998(10) (3)
Asset purchase agreement between Wolf
Industries Inc. and Andrew Engineering Inc.
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended June 30, 1999(10) (4)
Agreement between Wolf Industries Inc.,
Andrew Engineering Inc., Andrew Rawicz and
GPT Management Ltd.
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended June 30, 1999(10) (5)
Letter of Intent with Galloway Financial
Services
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended  September 30, 2001(10) (6)
Letter Agreement with Dancing Star Resources
Inc.
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended  September 30, 2001(10) (7)
Assignment of Lease with Exor Oil Company,
L.L.C.
Registrant's Quarterly Report on
Form 10QSB for the quarter
ended  September 30, 2001




31.1                                            
Rule 13a-14a/15d-14(a) Certification of Chief Executive Officer

31.2                                            
Rule 13a-14a/15d-14(a) Certification of Chief Financial Officer

32.1                                             Section 1350 Certification
of Chief Executive Officer

32.2                                            
Section 1350 Certification of Chief Financial Officer







---

ITEM 14.   
PRINCIPAL ACCOUNTANTS FEES AND SERVICES



|    |                                                                                                                                                                                                                                                       | 2003   | 2002  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------
|(1) | Audit fees billed for professional services                                                                                                                                                                                                           | $3,471 | $3,803
|(2) | Audit-Related fees                                                                                                                                                                                                                                    | 0      | 0     
|(3) | Tax fees                                                                                                                                                                                                                                              | 0      | 0     
|(4) | All other fees                                                                                                                                                                                                                                        | 0      | 0     
|(5) | (i) The audit committee
		is responsible for pre-approving and recommending the external auditor
		to be nominated to perform the audit, as well as the auditor's
		compensation,
		(ii)  100% of the
		services were approved by the audit committee
|(5) | Work performed by others                                                                                                                                                                                                                              | None   | None  



---









SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities set forth
below on the dates indicated.

Date:  May 12, 2004

American Petro-Hunter Inc.

By /s/ Patrick A. McGowan

Patrick A. McGowan, Title:  President, Chief Executive Officer, and Director

By /s/ Peter G. Rook-Green

Peter G. Rook-Green, Title:  Secretary, Chief Financial Officer, and Director

---



INDEPENDENT AUDITORS' REPORT





























To the Board of Directors and Stockholders of American Petro-Hunter Inc.











We have audited the balance sheets of American Petro-Hunter Inc. as at December 31, 2003 and 2002 and the statements
of loss and retained earnings (deficit); stockholders' equity and cash flows for the
each of the years in the two-year period ended December 31, 2003. These
financial statements are the responsibility of the corporation's management. Our
responsibility is to express an opinion on these financial statements based on our
audits.











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











In our opinion, these financial statements present fairly, in all material respects,
the financial position of American Petro-Hunter Inc. as at December 31, 2003 and 2002 and the results of its
operations and cash flows for each of the years in the two year period ended
December 31, 2003 in accordance with United States generally accepted accounting principles.











Without
qualifying our opinion, we draw attention to the fact that the Company has
incurred a net loss of $57,652 for the year ended December 31, 2003, has a
stockholders' deficiency of $229,032, and as at that date, the Company's current
liabilities exceeded its current assets by $229,033. In addition, the Company has
an unresolved contingency as described in Note 8.  These factors raise
substantial doubt that the Company will be able to continue as a going concern.













Vancouver, Canada                                                                    
"Morgan & Company"



















April 29, 2004                                                                            
Chartered Accountants







---

AMERICAN
PETRO-HUNTER, INC.



Balance Sheet

(Expressed in U.S.
Dollars)

As at December 31,



|                                                           |   | 2003        |   | 2002       
|---------------------------------------------------------- | - | ----------- | - | -----------
|ASSETS                                                     |   |             |   |            
|                                                           |   |             |   |            
|Current                                                    |   |             |   |            
|Cash                                                       | $ | 64          | $ | 8          
|Accounts receivable                                        |   | 58          |   | 125        
|                                                           |   | 122         |   | 133        
|                                                           |   |             |   |            
|Investment in AEI Trucolor Inc.(Note 5)                    |   | 1           |   | 1          
|                                                           | $ | 123         | $ | 134        
|                                                           |   |             |   |            
|LIABILITIES                                                |   |             |   |            
|                                                           |   |             |   |            
|Current                                                    |   |             |   |            
|Accounts and advances payable and
    accrued liabilities  |   | 229,155     |   | 197,314    
|                                                           |   | 229,155     |   | 197,314    
|                                                           |   |             |   |            
|STOCKHOLDERS' DEFICIENCY                                   |   |             |   |            
|Capital Stock(Note 3)                                      |   |             |   |            
|Authorized:200,000,000
    Common shares, par value $0.001 |   |             |   |            
|Issued and Outstanding:                                    |   |             |   |            
|6,050,620 Common Shares at Dec. 31, 2003                   |   |             |   |            
|5,620,620 Common Shares at Dec. 31, 2002                   |   | 2,900,424   |   | 2,874,624  
|                                                           |   |             |   |            
|Accumulated Deficit                                        |   | (3,129,456) |   | (3,071,804)
|                                                           |   | (229,032)   |   | (197,180)  
|                                                           |   |             |   |            
|                                                           | $ | 123         | $ | 134        
|                                                           |   |             |   |            

Contingency (Note 8)

---

AMERICAN
PETRO-HUNTER, INC.



Statement of Loss
and Retained Earnings (Deficit)

(Expressed in U.S.
Dollars)

For the Years Ended
December 31,



|                                                                |   | 2003        |   | 2002       
|--------------------------------------------------------------- | - | ----------- | - | -----------
|                                                                |   |             |   |            
|Expenses                                                        |   |             |   |            
|Administration                                                  | $ | 32,214      | $ | 12,601     
|Executive Compensation                                          |   | 23,758      |   | 15,516     
|Rent                                                            |   | 1,680       |   | 1,547      
|                                                                |   | 57,652      |   | 29,664     
|                                                                |   |             |   |            
|Net Loss for the year                                           |   | (57,652)    |   | (29,664)   
|                                                                |   |             |   |            
|Deficit, beginning of year                                      |   | (3,071,804) |   | (3,042,140)
|                                                                |   |             |   |            
|Deficit, end of year                                            | $ | (3,129,456) | $ | (3,071,804)
|                                                                |   |             |   |            
|Basic and Diluted Loss per Share (Note 2)                       | $ | (0.01)      | $ | (0.01)     
|                                                                |   |             |   |            
|Basic and Diluted Weighted Average Number of Shares Outstanding |   | 5,971,625   |   | 5,462,972  
|                                                                |   |             |   |            

---

AMERICAN
PETRO-HUNTER, INC.



Statement of Cash
Flows

(Expressed in U.S.
Dollars)

For the Years Ended
December 31,



|                                           |   | 2003     |   | 2002    
|------------------------------------------ | - | -------- | - | --------
|                                           |   |          |   |         
|Cash Provided By (Used For):               |   |          |   |         
|Operating Activity                         |   |          |   |         
|Loss for the year                          | $ | (57,652) | $ | (29,664)
|Item Not Affecting Cash                    |   |          |   |         
|Stock issued for settlement of
	services   |   | 25,800   |   | 22,000  
|                                           |   | (31,852) |   | (7,664) 
|                                           |   |          |   |         
|Changes in non-cash working capital items: |   |          |   |         
|Accounts receivable                        |   | 67       |   | 1,228   
|Accounts payable                           |   | 31,841   |   | 6,406   
|                                           |   | 31,908   |   | 7,634   
|                                           |   |          |   |         
|                                           |   |          |   |         
|Increase (Decrease) in Cash                |   | 56       |   | (30)    
|                                           |   |          |   |         
|Cash, Beginning of Year                    |   | 8        |   | 38      
|                                           |   |          |   |         
|Cash, End of Year                          | $ | 64       | $ | 8       
|                                           |   |          |   |         



Supplemental Disclosure on
Non-Cash Financing and Investing Activities:



During the period ended December 31, 2003, the company issued 430,000 (2002 -
220,000) common shares for non-cash consideration of debt owing to creditors for
services rendered to
the Company in the amount of $25,800; (2002 - $22,000).

---

AMERICAN
PETRO-HUNTER, INC.



Statement of
Stockholders' Equity

(Expressed in U.S.
Dollars)

For the Years Ended
December 31,



|                           | Number of Shares |  | Par Value    |  | Additional Paid-In Capital |  | Accumulated Retained Earnings (Deficit) |  | Total             
|-------------------------- | ---------------- |  | ------------ |  | -------------------------- |  | --------------------------------------- |  | ------------------
|                           |                  |  |              |  |                            |  |                                         |  |                   
|2003                       |                  |  |              |  |                            |  |                                         |  |                   
|Balance, Beginning of Year | 5,620,620        |  | $     5,621  |  | $    2,869,003             |  | $  (3,071,804)                          |  | $   (197,180)     
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Common Shares Issued       | 430,000          |  | 430          |  | 25,370                     |  | -                                       |  | 25,800            
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Net loss                   | -                |  | -            |  | -                          |  | (57,652)                                |  | (57,652)          
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Balance, End Of Year       | 6,050,620        |  | $    
	6,051 |  | $   
    2,894,373         |  | $ 
	(3,129,456)                         |  | $  
	(229,032)    
|                           |                  |  |              |  |                            |  |                                         |  |                   
|2002                       |                  |  |              |  |                            |  |                                         |  |                   
|Balance, Beginning of Year | 5,400,620        |  | $     5,401  |  | $    2,847,223             |  | $  (3,042,140)                          |  | $   (189,516)     
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Common shares issued       | 220,000          |  | 220          |  | 21,780                     |  | -                                       |  | 22,000            
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Net loss                   | -                |  | -            |  | -                          |  | (29,664)                                |  | (29,664)          
|                           |                  |  |              |  |                            |  |                                         |  |                   
|Balance, End of Year       | 5,620,620        |  | $     5,621  |  | $   2,869,003              |  | $  (3,071,804)                          |  | $   
    (197,180)
|                           |                  |  |              |  |                            |  |                                         |  |                   

---

AMERICAN
PETRO-HUNTER, INC.



NOTES TO FINANCIAL
STATEMENTS

(Expressed in U.S.
Dollars)

For the Years Ended
December 31, 2003 and 2002



1.    OPERATIONS



American Petro-Hunter Inc. was incorporated under corporate charter of the State of Nevada on
January 4, 1996 as Wolf Exploration Inc. Active operations commenced on July 10, 1996. On
March 17, 1997, Wolf Exploration Inc. changed its name to Wolf Industries Inc.; on November
21, 2000, changed its name to Travelport Systems Inc., and on August 17, 2001, changed its
name to American Petro-Hunter Inc. The Corporation's business offices are located in Surrey,
British Columbia, Canada.

2.    SIGNIFICANT ACCOUNTING POLICIES



(a)    Foreign Currency Translation



The Company's functional currency
is the Canadian Dollar and reporting currency is the United States dollar.
Monetary assets and liabilities are translated at the exchange rate in effect at
the balance sheet date and non-monetary assets and liabilities at the rate in
effect on the dates of the related transactions. Revenues and expenses are
translated at rates approximating exchange rates in effect at the time of the
transactions. Gains or losses arising on conversion of foreign currency
transactions are included in income or expense in the period they occur.

(b)    Income Taxes



The Company uses the liability method of accounting for income taxes pursuant to SFAS No.
109. The only significant tax assets the Company has are the accumulated non-capital losses,
which are available to offset future taxable income. The Company's operations have no income
subject to income taxes and cannot be determined that such tax assets will be realized.
Accordingly, the Company would eliminate the effect of the recognition of any of these tax assets
by the recording of a valuation allowance equal to the value of the tax assets.

(c)    Use of Estimates







The preparation of financial statements, in conformity with generally accepted accounting
principles, required management to make estimates and assumptions that reflect the reported
amount of assets, liabilities, revenues, expenses and related disclosures. Actual results could
differ from those estimates.





(d)    Loss Per Share





Basic net income (loss) per share is based on the weighted average number of common
shares outstanding during the year. Diluted net income (loss) per share is based on the weighted
average number of shares outstanding during the year and dilutive common equivalent shares
from options and warrants outstanding during the year. No common equivalent shares are
included for loss periods as they would be anti-dilutive.



(e)    Investment in AEI Trucolor Inc.



The Company carries its interest in AEI Trucolor Inc., a British Columbia private corporation, at
cost.  The Company does not exercise significant influence over the investee.



3.    COMMON STOCK



a)    Authorized:    200,000,000 common shares, par value $0.001 each.









|                                                      | 2003      |  | 2002         
|----------------------------------------------------- | --------- |  | -------------
|                                                      | Number    |  | Amount       
|                                                      |           |  |              
|Issued and outstanding:
	
	Balance, beginning of year | 5,620,620 |  | $  2,874,624 
|                                                      |           |  |              
|Issued for services                                   | 430,000   |  | 25,800       
|Balance,
    end of year                              | 6,050,620 |  | $  2,900,424 
|                                                      |           |  |              
|Represented by:                                       |           |  |              
|Common Shares at par value                            |           |  | 6,051        
|Additional paid in capital                            |           |  | 2,894,373    
|                                                      |           |  | $ 
	2,900,424
|                                                      |           |  |              







b)    At December 31, 2003, options providing for the issue of additional
common shares are outstanding as follows:

















|Number  | Price | Expiration Date     
|------- | ----- | --------------------
|        |       |                     
|3,000   | $3.00 | March 20,
    2005  
|5,000   | $3.00 | June 20,
    2005   
|800,000 | $0.15 | October 31,
    2006



















































(c)    The Company
accounts for options granted using the intrinsic value method and in accordance
with the accounting prescribed in Accounting Principles Board Opinion No 25 ("APB 25").
Under APB 25, because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of grant, no compensation expense is
recognized. An alternative method is the fair value accounting provided for under FASB
statement No. 123 ("SFAS No 123"), which required the use of option valuation models. Pro
forma information regarding net income and earnings per share is required by SFAS No. 123,
and has been determined as if the Company had accounted for its options granted under the fair
value method of that Statement. The fair value for these options was estimated at the date of the
grant using a Black-Scholes option pricing model with the following weighted average
assumptions; risk free rate of 5.25%; no dividends, volatility factor of the expected life of the
Company's common stock of 180%; and a weighted average expected life of the options
granted in each year of four to five years. The pro forma effect of SFAS No 123 is as follows:



|                      | Pro Forma       
|--------------------- | ----------------
|December 31, 2003     |                 
|                      |                 
|Net loss for the year | $   57,652      
|Loss per share        | $      
	0.01   
|                      |                 
|                      | Pro Forma       
|December 31, 2002     |                 
|                      |                 
|Net loss for the year | $     
	29,664  
|Loss per share        | $         
	0.01



















4.    RELATED PARTIES











































(i) During the year, the Company paid or accrued $23,758 (2002 - $15,516) for management fees
to a director.

(ii) A total of $7,710 (2002 - $13,802) was paid or accrued to a company owned by a director of
the Company for accounting fees, office services and rent.

(iii) Accounts payable includes $36,714 (2002 - $23,255) payable to a director and a company
owned by a director.



























5.    AEI TRUCOLOR INC.







































The Company holds a 40% interest in AEI Trucolor Inc, a private British
Columbia Corporation and has previously written down its carrying value to a
nominal amount to reflect its impaired value.



































6.    FINANCIAL INSTRUMENTS







































The Company's financial instruments consist of cash, accounts receivable,
accounts payable and accrued liabilities. Unless otherwise noted, it is
management's opinion that the company is not exposed to significant interest,
currency, or credit risks arising from these financial instruments. The fair values
of these financial instruments approximate their carrying values.





























7.    INCOME TAXES



































Future tax assets (liabilities) of the Company are as follows:



















2003
2002Operating and capital losses
$
1,040,000
$
1,020,000Less:  Valuation allowance

(1,040,000)

1,020,000Future tax asset (liability) recognized
$
-
$
-






































As at December 31, 2003, the Company has incurred income tax losses
totaling
approximately $3,060,000 (2002 -$3,000,000).



























A valuation allowance has been recorded to reduce the net benefit recorded in
the financial statements related to these future tax assets.  The valuation
allowance is deemed necessary as a result of the uncertainty associated with the
ultimate realization of these tax assets.





























8.    CONTINGENCY







































The Company received a demand for payment from Canadian Western Bank ("CWB") whereby
CWB, pursuant to a guarantee provided by the Company in favor of 714674 Alberta
Ltd. (operating as Calgary Chemical) of Cdn$102,000 (approx. US$79,000).

The Company divested itself of Calgary Chemical in 1998 under an agreement with the former
president of the Company.  The agreements covering the transaction included an indemnity
guarantee from the purchaser whereby the purchaser would indemnify and save harmless the
Company from any and all liability, loss, damage or expenses.

The Company intends to defend itself against the claim from CWB.  The Company believes it has
a valid indemnification from the purchaser of Calgary Chemical.

The ultimate loss to the Company, if any, is uncertain and depends upon a successful defence and
the extent of any impairment if an indemnification claim is made against the purchaser.  The
outcome of this contingency cannot be determined at this time.



9.    SUBSEQUENT EVENT



Subsequent to the end of the year, the Company issued a total of 475,000 shares at a deemed
value of $57,000 to two directors and a consultant for services rendered to the Company.



10.   
COMPARATIVE FIGURES



Certain comparative figures have
been re-classified to conform with the current year's presentation.

---

Exhibit 31.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Patrick A. McGowan, President, CEO and Director of
	American Petro-Hunter, Inc. ("Company"), certify that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                    
|2.                                                                                                                                                                                                                                                                    
|3.                                                                                                                                                                                                                                                                    
|4.                                                                                                                                                                                                                                                                    
|5.                                                                                                                                                                                                                                                                    

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: May 12, 2004 | /s/ Patrick McGowan                     
|------------------ | ----------------------------------------
|                   | Patrick McGowan,  President and Director
|                   |                                         

---

Exhibit 31.2



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Peter Rook-Green, Secretary, CFO and Director of
	American Petro-Hunter, Inc. ("Company"), certify that:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                                  
|2.                                                                                                                                                                                                                                                                  
|3.                                                                                                                                                                                                                                                                  
|4.                                                                                                                                                                                                                                                                  
|5.                                                                                                                                                                                                                                                                  

|a. | All significant
    deficiencies and material weaknesses  in the design or operation of internal control
    over financial reporting which are reasonably likely to adversely affect the
    Company's ability to record, process, summarize and report financial data;
    and
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal control over financial reporting; and                                                                                             
|  
|   |                                                                                                                                                                                                                                                                                 

|Date: May 12, 2004 | /s/ Peter
		Rook-Green                        
|------------------ | ----------------------------------------------
|                   | Peter Rook-Green,  Secretary, CFO and Director
|                   |                                               

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
American Petro-Hunter, Inc. on Form 10-KSB for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Patrick McGowan, President and Director of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Patrick McGowan

Patrick McGowan

President and Director

May 12, 2004



---

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of
American Petro-Hunter, Inc. on Form 10-KSB for the year ending December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Peter Rook-Green, Secretary, CFO and Director of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Peter Rook-Green

Peter Rook-Green

Secretary, CFO and Director

May 12, 2004