SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended  April 30, 2002
OR
[ ]  Transition report under section 13 or 15(d) of the Securities Exchange Act
of  1934 For the transition Period from ________ to ________.

Commission file number: 000-29919

                             GENTRY RESOURCES, INC.
                 (Name of small business issuer in its charter)

                Nevada                                         76-0594911
      (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

            5076 Angus Drive
   Vancouver, British Columbia, Canada                          V6M 3M5
 (Address of principal executive offices)                     (Zip Code)

                   Issuer's telephone number:  (604) 269-9881

Securities registered under Section 12(b) of the Act:
(Title of Class)     Name of exchange on which registered

     None.                         None.

Securities registered under Section 12(g) of the Act:

(Title of class)          Common Stock, $0.001 par value

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

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

Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil

The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 3, 2003, computed at which the stock was sold, was $-0-,
assuming solely for purposes of this calculation that all directors, executive
officers and 5% beneficial owners of stock of the issuer are "affiliates." This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

On  March 3, 2002, the  registrant had 2,500,000 shares of Common Stock, $0.001
par  value  per  share,  issued  and  outstanding.

Transitional  Small  Business  Disclosure  Format:  Yes [ ]      No [X]


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<PAGE>
INDEX TO
ANNUAL REPORT ON FORM 10-KSB
FOR THE TWELVE MONTH PERIOD ENDED APRIL 30, 2002

<TABLE>
<CAPTION>

PART I                                                                          PAGE
<S>                                                                        <C>
Item 1      Description  of  Business                                              3
Item 2      Description  of  Property                                              5
Item 3      Legal  Proceedings                                                     6
Item 4      Submission  of  Matters  to  a  Vote of Security Holders               6

PART II
Item 5      Market for Common Equity and Related Stockholder Matters               6
Item 6      Management's Discussion & Analysis of Financial Condition &
            Results of  Operations Or Plan of Operation                            6
Item 7      Financial  Statements                                         14 and F-1
Item 8      Changes  In  and  Disagreements  with  Accountants                    24

PART III
Item 9      Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act                     24
Item 10     Executive  Compensation                                               25
Item 11     Security Ownership of Certain Beneficial Owners and
            Management                                                            25
Item 12     Certain  Relationships  and  Related  Transactions                    26
Item 13     Exhibits  and  Reports  on  Form  8-K                                 26
Item 14.    Controls and Procedures                                               26
SIGNATURES                                                                        27
CERTIFICATIONS                                                                    28
</TABLE>


                                        2
<PAGE>
                                     PART I

Item 1.   Description  of  Business.

     Certain statements contained in this Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words of similar import, constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Gentry
Resources, Inc. to be materially different from any future results, performance,
or achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. Gentry Resources, Inc. disclaims any obligation to
update any such factors or to announce publicly the results of any revision of
the forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.

THE COMPANY

     GENERAL

     Gentry Resources, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on July 17, 1998, and is in the early developmental and
promotional stages. To date, the Company's only activities have been
organizational, directed at raising its initial capital and developing its
business plan. The Company has not commenced operations. The Company has no full
time employees and owns no real estate.

Business  Purpose.

     The business plan of the Company is to merge with or acquire a business
entity in exchange for the Company's securities. The Company will attempt to
locate and negotiate with a business entity for the merger of that target
company into the Company. In certain instances, a target company may wish to
become a subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the Company will be
successful in locating or negotiating with any target company.

     The Company will seek a foreign or domestic private company interested in
becoming, through a business combination with the Company, a reporting company
whose securities are qualified for trading in the United States secondary
market. By entering in to a business combination with the Company, the target
company can acquire a controlling ownership interest in a public company without
incurring the cost and time required to conduct an initial public offering. As a
result, the target company may reap some of the perceived benefits of being a
reporting company with a class of publicly-traded securities, including:

-    the ability to use registered securities to make acquisitions of assets or
     businesses;
-    increased visibility in the financial community;
-    the facilitation of borrowing from financial institutions;
-    improved trading efficiency;
-    shareholder liquidity;


                                        3
<PAGE>
-    greater ease in subsequently raising capital;
-    compensation of key employees through stock options;
-    enhanced corporate image;
-    a presence in the United States capital market.

Potential Target Companies

     A business entity, if any, which may be interested in a business
combination with the Company may include the following:

     -    a company for which a primary purpose of becoming public is the use of
          its securities for the acquisition of assets or businesses;
     -    a company which is unable to find an underwriter of securities or is
          unable to find an underwriter securities on terms acceptable to it;
     -    a company which wishes to become public with less of its common stock
          than would occur upon an underwriting;
     -    a  company  which  believes  that  it  will  be able obtain investment
          capital  on  more  favorable  terms  after  it  has  become  public;
     -    a  foreign  company  which  may  wish an initial entry into the United
          States  securities  market;
     -    a special situation company, such as a company seeking a public market
          to  satisfy  redemption  requirements under a qualified employee stock
          option  plan;
     -    a  company  seeking  one  or  more  of the other perceived benefits of
          becoming  a  public  company.

     A business combination with a target company will likely involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.

     No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.

Blank Check Company

     The proposed business activities described herein classify the Company as a
blank check company. The Company meets the definition of a "blank check" company
under the Securities Act of 1933, which defines blank check company as a
development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies and is issuing "penny stock" securities. A
"penny stock" security is any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions.

     The Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities of blank check
companies. The Company must comply with the Securities and Exchange Act rules in
order to raise capital through a public offering. The gross proceeds from an
offering, less certain underwriting and other expenses, must be deposited into
an escrow or trust account. The securities issued in connection with the
offering must also be deposited in escrow, and may not be transferred. Once an
agreement has been reached with a merger candidate, each investor must decide
whether to remain an investor in the offering. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its business plan
described herein.


                                        4
<PAGE>
     There are no plans, arrangements, or understandings pending for the Company
to acquire or to be acquired by any entity. The Company has engaged in
discussions concerning potential business combinations, but has not entered into
any agreement for such a combination.

  COMPETITION

     The Company will be in direct competition with many entities in its efforts
to locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and corporations,
small business investment companies, venture capital affiliates of industrial
and financial companies, broker-dealers and investment bankers, management and
management consultant firms and private individual investors. Most of these
entities will possess greater financial resources and will be able to assume
greater risks than those which the Company, with its limited capital, could
consider. Many of these competing entities will also possess significantly
greater experience and contacts than the Company's management. Moreover, the
Company also will be competing with numerous other blank check companies for
such opportunities.

  EMPLOYEES

     Gentry Resources is a development stage company and currently has no
employees. Gentry Resources is currently managed by Dr. Michael Kirsh, D.D.S.,
its President. Gentry Resources looks to Dr. Kirsh for his entrepreneurial
skills and talents. Management plans to use consultants, attorneys and
accountants as necessary and does not plan to engage any full-time employees in
the near future. Gentry Resources may hire employees whose compensation may
include the right to acquire stock in Gentry Resources, which would dilute the
ownership interest of holders of existing shares of its common stock.

  AVAILABLE INFORMATION AND REPORTS TO SECURITIES HOLDERS

     Gentry Resources is subject to the information and periodic reporting
requirements of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission. Such periodic reports, proxy statements and other information will
be available for inspection and copying at the Commission's public reference
room, and the website of Commission's Public Reference Room located at 450 Fifth
Street N.W., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330
for further information about the public reference rooms. Gentry Resources'
filings with the Commission are also available to the public from the
Commission's website at http://www.sec.gov.

Item 2.   Description of Property.

     Gentry Resources, Inc. currently maintains office space that is provided to
us (donated to us) by our Director, Dr. Michael Kirsh, D.D.S. Our address is
5076 Angus Drive, Vancouver, British Columbia, Canada, and our phone number is
(604) 269-9881. Gentry Resources does not believe that it will need to obtain
additional office space at any time in the foreseeable future until its business
plan is more fully implemented.


                                        5
<PAGE>
Item 3.   Legal Proceedings.

     None.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None.

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matter.

     No established public trading market exists for Gentry Resources'
securities. Gentry Resources has no common equity subject to outstanding
purchase options or warrants. Gentry Resources has no securities convertible
into its common equity. There is no common equity that could be sold pursuant to
Rule 144 under the Securities Act or that Gentry Resources has agreed to
register under the Securities Act for sale by shareholders. There is no common
equity that is being, or has been publicly proposed to be, publicly offered by
Gentry Resources.

     As of March 3, 2003, there were 2,500,000 shares of common stock
outstanding, held by 1 shareholder of record.

     To date Gentry Resources has not paid any dividends on its common stock and
does not expect to declare or pay any dividends on its common stock in the
foreseeable future. Payment of any dividends will depend upon Gentry Resources'
future earnings, if any, its financial condition, and other factors as deemed
relevant by the Board of Directors.

     We have no options, warrants, derivative or convertible securities
outstanding.

Item 6.   Management's Discussion and Analysis or Plan of Operation.

     The following discussion and analysis of Gentry Resources' financial
condition and results of operations should be read in conjunction with the
financial statements and accompanying notes and the other financial information
appearing elsewhere in this report. The statements contained in this section
include projections of future results and "forward-looking statements" as that
term is defined in the Exchange Act. All statements that are included in this
report, other than statements of historical fact, are forward-looking
statements. Although management believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct. Important factors that could
cause actual results to differ materially from the expectations are disclosed in
this report, including, without limitation, general business conditions.

  OVERVIEW

Gentry Resources is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination.

Gentry Resources remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, Gentry Resource's balance sheet as of April
30, 2002, reflects total assets of nil.


                                        6
<PAGE>
The Company is a development stage company as defined in Statement of Financial
Accounting Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises." The Company has not been operational, other than occasionally
searching for a business or venture to acquire, as described below, or had
revenues other than interest income since its inception. All losses accumulated
since inception have been considered as part of the Company's development stage
activities.

The Company's business plan is to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular acquisition
in mind and has not entered into any negotiations regarding such an acquisition.


Management anticipates seeking out a target company through solicitation. Such
solicitation may include newspaper or magazine advertisements, mailings and
other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide Web
sites and similar methods. No estimate can be made as to the number of persons
who will be contacted or solicited. Management may engage in such solicitation
directly or may employ one or more other entities to conduct or assist in such
solicitation. Management and its affiliates will likely pay referral fees to
consultants and others who refer target businesses for mergers into public
companies in which management and its affiliates have an interest. Payments
would be made if a business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by management and its affiliates,
or both.

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature. Management anticipates that
it will be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources.  This lack of
diversification should be considered a substantial risk to the shareholders of
the Company because it will not permit the Company to offset potential losses
from one venture against gains from another.

The Company will not restrict its search for any specific kind of business
entity, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are business entities seeking
the perceived benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options


                                        7
<PAGE>
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.

The Company has, and will continue to have, no capital with which to provide
cash or other assets to the owners of business entities. However, management
believes the Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting company.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the sole officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management will consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable
but which then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors.

Management of the any acquired business, which in all likelihood will not be
experienced in matters relating to the business of a target company, will rely
upon its own efforts in accomplishing the business purposes of the Company.
Outside consultants or advisors may be utilized by the Company to assist in the
search for qualified target companies. If the Company does retain such an
outside consultant or advisor, any cash fee earned by such person will need to
be assumed by the target company, as the Company has limited cash assets with
which to pay such obligation.

A potential target company may have an agreement with a consultant or advisor
providing that services of the consultant or advisor be continued after any
business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such pre-existing agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is likely that the present management and shareholder of the Company will no
longer be in control of the Company. In addition, it is likely that the
Company's officer and director will, as part of the terms of the acquisition
transaction, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has consummated a


                                        8
<PAGE>
business combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not register any
additional securities. The issuance of additional securities and their potential
sale into any trading market which may develop in the Company's securities may
depress the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.

While the terms of a business transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will desire to avoid the creation of a taxable event and thereby structure the
acquisition in a "tax-free" reorganization under the Internal Revenue Code.

With respect to any merger or acquisition negotiations with a target company,
management expects to focus on the percentage of the Company which target
company shareholders would acquire in exchange for their shareholdings in the
target company. Depending upon, among other things, the target company's assets
and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing, will outline
the manner of bearing costs, including costs associated with the Company's
attorneys and accountants, and will include miscellaneous other terms.

The Company will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. The Company is subject to all of the
reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements as
part of a  Form 8-K to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on 10-KSB.  If such audited
financial statements are not available for filing with the applicable Form 8-K
or Form 10-KSB, or if the audited financial statements provided do not conform
to the representations made by the target company, the closing documents may
provide that the proposed transaction will be voidable at the discretion of the
present management of the Company.

  PLAN OF OPERATION

During the period from July 17, 1998 through April 30, 2002, Gentry Resources
has engaged in no significant operations other than organizational activities
and preparation of a registration statement to become a reporting company under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No
revenues were received by Gentry Resources during this period.


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<PAGE>
The Company is a "blank check" company. Management does not intend to undertake
any efforts to cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan.  The SEC
defines a blank check company as one which has no specific business or plan
other than to consummate an acquisition of or merge into another business or
entity. A number of states have enacted statutes, rules and regulations limiting
the sale of securities of "blank check" companies in their respective
jurisdictions. Additionally, some states prohibit the initial offer and sale as
well as any subsequent resale of securities of shell companies to residents of
their states. For this reason, management advises that any potential investor
who has an interest in the Company should consult their own counsel to determine
whether the state within which that investor resides prohibits the purchase of
shares of the Company in that jurisdiction.

The selection of a business opportunity in which to participate is complex and
risky. Additionally, as the Company has only limited resources, it may be
difficult to find favorable opportunities. There can be no assurance that the
Company will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to the Company and its shareholders. The
Company will select any potential business opportunity based on management's
business judgment.

The Company filed an Exchange Act  registration statement on Form 10-SB in order
to make information concerning itself more readily available to the public.
Management believes that a reporting company under the Exchange Act could
provide a prospective merger or acquisition candidate with additional
information concerning the Company. In addition, management believes that this
might make the Company more attractive to an operating business opportunity as a
potential business combination candidate. As a result of filing the Form 10-SB
in the past, the Company is obligated to file with the Commission certain
interim and periodic reports including an annual report containing audited
financial statements. The Company intends to continue to file these periodic
reports under the Exchange Act.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. In the event that the Company successfully completes an
acquisition or merger with another operating business, the resulting combined
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, take
advantage of a business opportunity or acquire property that will be of material
value to the Company.

There is always a possibility that the Company may acquire or merge with a
business or company in which the Company's promoters, management, affiliates or
associates directly or indirectly have an ownership interest. There is no formal
existing corporate policy regarding such transactions, however, in such an
event, the Company will disclose any conflict of interest to its directors and
shareholders for purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any circumstances under
which this policy may be changed.


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<PAGE>
The Company will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a business combination candidate. Management of
the Company will seek combination candidates in the United States and other
countries through existing associations and by word of mouth. This plan of
operation has been adopted in order to attempt to create value for the Company's
shareholders.

The Company at this time does not foresee generating any substantial revenue or
income over the next 12 months. The Company's main purpose and goal is to locate
and consummate a merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving Company subsequent to
a merger or acquisition with a private entity in an amount that has not been
determined at this time.

The Company has no commitment for any capital expenditure and foresees none.
However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
Company's cash requirements for the next 12 months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Exchange Act, which should not exceed $1,500 per fiscal
quarter. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

The Company will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, the Company is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. The Company believes that management members or
shareholders will loan funds to the Company as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to the Company, and it is not certain they will always want to
do so or be financially able to do so. The Company s shareholders and management
members who advance money to the Company to cover operating expenses will expect
to be reimbursed, either by the Company or by the company acquired, prior to or
at the time of completing a combination. The Company has no intention of
borrowing money to reimburse or pay salaries to any Company officer, director or
shareholder or their affiliates. There currently are no plans to sell additional
securities of the Company to raise capital, although sales of securities may be
necessary to obtain needed funds. The Company's current management and its
counsel have agreed to continue their services to the Company and to accrue the
debt owed by the Company for services and expenses and they expect payment
reimbursement only and not traditional compensation.

Should existing management or shareholders refuse to advance needed funds,
however, the Company would be forced to turn to outside parties to either loan
money to the Company or buy the Company securities. There is no assurance
whatever that the Company will be able at need to raise necessary funds from
outside sources. Such a lack of funds could result in severe consequences to the
Company, including among others:


                                       11
<PAGE>
     (1)  failure to make timely filings with the SEC as required by the
          Exchange Act, which also probably would result in deregistration or
          suspension of trading in the Company's stock and could result in fines
          and penalties to the Company;

     (2)  curtailing or eliminating the Company's ability to locate and perform
          suitable investigations of potential acquisitions; or

     (3)  inability to complete a desirable acquisition due to lack of funds to
          pay legal and accounting fees and acquisition-related expenses.

The Company hopes to require potential candidate companies to deposit
non-refundable funds with the Company that it can use to defray professional
fees and travel, lodging and other due diligence expenses incurred by the
Company's management related to finding and investigating a candidate company
and negotiating and consummating a business combination. There is no assurance
that any potential candidate will agree to make such a deposit.

The Company does not intend to do any product research or development. The
Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, the Company does not expect to add additional employees
or any full-time employees except as a result of completing a business
combination, and any such employees likely will be persons already then employed
by the company acquired.

Going Concern Qualification By Our Independent Auditors.  In its Independent
-------------------------------------------------------
Auditor's Report, Gentry Resources' independent auditors state that Gentry
Resources' failure to generate revenues and conduct operations since its
inception raise substantial doubt about Gentry Resources' ability to continue as
a going concern. Gentry Resources will require substantial working capital, and
currently has inadequate capital to fund its business. Gentry Resources may be
unable to raise the funds necessary for implementing its business plan, which
could severely limit its operations and cause its stock have little or no value.


RESULTS OF OPERATIONS

During the period from July 17, 1998 (inception) through April 30, 2002, the
Company has engaged in no significant operations other than accounting, legal
and filing costs associated with continuous disclosure requirements of the SEC.
The Company has also received the benefit of donated services from the sole
director and President of the Company valued at $500 per month and donated rent
and overhead valued at $200 per month.

The Company anticipates that it will not generate revenues other than interest
income, if any,  and may continue to operate at a loss in the future, depending
upon the performance of an acquired business.


                                       12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

We have no cash or other assets.  The Company remains in the development stage
and, since inception, has experienced no significant change in liquidity or
capital resources or stockholder's equity. Consequently, the Company's balance
sheet as of April 30, 2002 reflects current assets of $nil.

The Company will carry out its plan of business as discussed above. The Company
cannot predict to what extent its liquidity and capital resources will be
diminished prior to the consummation of a business combination or whether its
capital will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.

The Company will need additional capital to carry out its business plan to
engage in a business combination. No commitments to provide additional funds
have been made by management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. If the Company's cash assets prove to be inadequate to meet
its operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.



                                       13
<PAGE>
Item 7.      Financial  Statements




                                       14
<PAGE>
                        [Letterhead of Manning Elliott]


                          Independent Auditor's Report
                          ----------------------------


To the Stockholders and Board of Directors of
Gentry Resources, Inc.
(A Development Stage Company)

We  have  audited  the  accompanying  balance sheet of Gentry Resources, Inc. (A
Development  Stage  Company)  as  of  April  30,  2002  and 2001 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  July  17,  1998  (Date of Inception) to April 30, 2002 and the years ended
April  30,  2002  and 2001. 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 U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of  Gentry  Resources,  Inc.  (A
Development  Stage  Company),  as of April 30, 2002 and 2001, and the results of
its  operations  and  its  cash flows for the period from July 17, 1998 (Date of
Inception)  to  April  30,  2002 and the years ended April 30, 2002 and 2001, in
conformity  with  U.S.  generally  accepted  accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


/s/ "Manning Elliott"


CHARTERED ACCOUNTANTS
Vancouver, Canada
February 14, 2003


                                       15
<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                                   April 30,    April 30,
                                                                     2002         2001
                                                                       $            $
<S>                                                               <C>          <C>
ASSET

License (Note 3)                                                           -            -
------------------------------------------------------------------------------------------
Total Asset                                                                -            -
==========================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Accounts payable                                                     6,534        3,127
  Accrued liabilities                                                  3,100          650
  Advances from a related party (Note 4(b))                            4,000        2,200
------------------------------------------------------------------------------------------
Total Liabilities                                                     13,634        5,977
------------------------------------------------------------------------------------------
Contingent Liability (Note 1)

Stockholders' Deficit

Common Stock: 10,000,000 shares authorized with a par value of
0.001; 2,500,000 shares issued and outstanding                        2,500        2,500

Additional Paid-in Capital                                                87           87

Donated Capital (Note 4(c))                                           18,000        9,000
------------------------------------------------------------------------------------------
                                                                      20,587       11,587

Deficit Accumulated During the Development Stage                     (34,221)     (17,564)
------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                          (13,634)      (5,977)
------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                -            -
==========================================================================================
</TABLE>



                                       F-1
      (The accompanying notes are an integral part of the interim financial
                                  statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                            Accumulated from
                                             July 17, 1998
                                          (Date of Inception)     For the Year Ended
                                              to April 30,             April 30,
                                                  2002             2002         2001
                                                   $                 $            $
<S>                                       <C>                   <C>          <C>
Revenue                                                     -            -            -
----------------------------------------------------------------------------------------

Expenses

  Accounting and audit                                  4,850        2,000        2,850
  Amortization of license and write-off                 2,000            -            -
  Donated overhead (Note 4(c))                          6,000        3,000        3,000
  Donated services (Note 4(c))                         12,000        6,000        6,000
  Filing and regulatory                                 1,000        1,000            -
  Legal and organizational                              8,371        4,657        3,127
----------------------------------------------------------------------------------------
Total Expenses                                         34,221       16,657       14,977
----------------------------------------------------------------------------------------
Net Loss for the Period                               (34,221)     (16,657)     (14,977)
========================================================================================
Basic Net Loss Per Share                                             (0.01)       (0.01)
========================================================================================
Weighted Average Shares Outstanding                              2,500,000    2,500,000
========================================================================================
</TABLE>


(Diluted loss per share has not been presented, as the result is anti-dilutive)



                                       F-2
       (The accompanying notes are an integral part of the interim financial
                                   statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)


                                                              Accumulated from
                                                               July 17, 1998
                                                            (Date of Inception)     For the Year Ended
                                                                to April 30,             April 30,
                                                                    2002             2002         2001
                                                                     $                 $            $
<S>                                                         <C>                   <C>          <C>
Cash Flows to Operating Activities

  Net loss                                                              (34,221)     (16,657)     (14,977)

  Adjustments to reconcile net loss to cash

    Amortization of license write-off                                     2,000            -            -
    Expenses not paid with cash                                             587            -            -
    Donated services                                                     12,000        6,000        6,000
    Donated overhead                                                      6,000        3,000        3,000

  Change in non-cash working capital items

    Increase in accounts payable and accrued liabilities                  9,634        5,857        3,777
----------------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                    (4,000)      (1,800)      (2,200)
----------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
  Advances from a related party                                           4,000        1,800        2,200
----------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                 4,000        1,800        2,200
----------------------------------------------------------------------------------------------------------
Cash Flows to Investing Activities                                            -            -            -
----------------------------------------------------------------------------------------------------------
Change in Cash                                                                -            -            -

Cash - Beginning of Period                                                    -            -            -
----------------------------------------------------------------------------------------------------------
Cash - End of Period                                                          -            -            -
==========================================================================================================

Non-Cash Financing Activities

 500,000 shares were issued at a fair market value of
 0.001 per share for organizational costs                                  500            -            -

 2,000,000 shares were issued at a fair market value of
 0.001 per share for the acquisition of a license (Note 3)               2,000            -            -

 Organizational costs paid for by a director for no
 consideration treated as additional paid-in capital                         87            -            -
==========================================================================================================

Supplemental Disclosures

  Interest paid                                                               -            -            -
  Income tax paid                                                             -            -            -
</TABLE>



                                       F-3
       (The accompanying notes are an integral part of the interim financial
                                   statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From July 17, 1998 (Date of Inception) to April 30, 2002
(expressed in U.S. dollars)


                                                                                                   Deficit
                                                                                                 Accumulated
                                                                         Additional              During the
                                                    Commo     n Stock      Paid-in    Donated    Development
                                                   Shares    Par Value     Capital    Capital       Stage
                                                      #          $            $          $            $
<S>                                               <C>        <C>         <C>          <C>       <C>
Balance - July 17, 1998 (Date of Inception)               -           -            -         -             -

  Stock issued for $500 of organizational
  expenses                                          500,000         500            -         -             -

  Additional paid in capital for organizational
  expenses incurred by a director on behalf
  of the Company                                          -           -           87         -             -

  Stock issued for "The Biocatalyst License"
  at a fair market value of $0.001 per share      2,000,000       2,000            -         -             -

  Net loss for the period                                 -           -            -         -          (587)
-------------------------------------------------------------------------------------------------------------
Balance - April 30, 1999                          2,500,000       2,500           87         -          (587)

  Net loss for the year                                   -           -            -         -        (2,000)
-------------------------------------------------------------------------------------------------------------

Balance - April 30, 2000                          2,500,000       2,500           87         -        (2,587)

  Donated services and overhead                           -           -            -     9,000             -

  Net loss for the year                                   -           -            -         -       (14,977)
-------------------------------------------------------------------------------------------------------------

Balance - April 30, 2001                          2,500,000       2,500           87     9,000       (17,564)

  Donated services and overhead                           -           -            -     9,000             -

  Net loss for the year                                   -           -            -         -       (16,657)
-------------------------------------------------------------------------------------------------------------

Balance - April 30, 2002                          2,500,000       2,500           87    18,000       (34,221)
=============================================================================================================
</TABLE>



                                       F-4
       (The accompanying notes are an integral part of the interim financial
                                   statements)


<PAGE>
Gentry Resources, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended April 30, 2002
(expressed in U.S. dollars)


1.   Development Stage Company

     Gentry Resources, Inc. herein (the "Company") was incorporated in the State
     of Nevada, U.S.A. on July 17, 1998. The Company acquired a license to
     market and distribute a product. As discussed in Note 3, this license is in
     jeopardy and the Company has retained the right to sue the vendor.

     The Company's new business plan is as a "blank check" company. Under the
     Securities Act of 1933, a blank check company is defined as a development
     stage company that has no specific business plan or purpose or has
     indicated that its business plan is to engage in a merger or acquisition
     with an unidentified company or companies and is issuing "penny stock"
     securities.

     In a development stage company, management devotes most of its activities
     in investigating business opportunities. Planned principal activities have
     not yet begun. The ability of the Company to emerge from the development
     stage with respect to any planned principal business activity is dependent
     upon its successful efforts to raise additional equity financing and find
     an appropriate merger candidate. There is no guarantee that Gentry will be
     able to raise any equity financing or find an appropriate merger candidate.
     There is substantial doubt regarding the Company's ability to continue as a
     going concern.


2.   Summary of Significant Accounting Policies

     (a)  Year End

          The Company's fiscal year end is April 30.

     (b)  Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     (c)  Long-lived Assets

          The carrying value of the long-lived assets is evaluated in each
          reporting period to determine if there were events or circumstances,
          which would indicate a possible inability to recover the carrying
          amount. Such evaluation is based on various analyses including
          assessing the Company's ability to bring the related business to
          market, related profitability projections and undiscounted cash flows
          which necessarily involves significant management judgment. Where an
          impairment loss has been determined the carrying amount is
          written-down to fair market value. Fair market value is determined as
          the amount at which the license could be sold in a current transaction
          between willing parties.

     (d)  Income Taxes

          Income taxes are provided based upon the liability method of
          accounting pursuant to SFAS No. 109 "Accounting for Income Taxes."
          Under this approach, deferred income taxes are recorded to reflect the
          tax consequences on future years of differences between the tax basis
          of assets and liabilities and their financial reporting amounts at
          each year-end. A valuation allowance is recorded against deferred tax
          assets if management does not believe the Company has met the "more
          likely than not" standard imposed by SFAS No. 109 to allow recognition
          of such an asset.


                                      F-5
<PAVE>
Gentry Resources, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended April 30, 2002
(expressed in U.S. dollars)


          At April 30, 2002, the Company had a net deferred tax asset of
          approximately $5,000, principally arising from net operating loss
          carryforwards for income tax purposes. As management of the Company
          cannot determine that it is more likely than not that the Company will
          realize the benefit of the net deferred tax asset, a valuation
          allowance equal to the net deferred tax asset has been established
          April 30, 2002.

2.   Summary of Significant Accounting Policies (continued)

     (d)  Income Taxes (continued)

          At April 30, 2002, the Company has net operating loss carryforwards of
          approximately $16,000, which expire in the years 2014 through 2017.
          The Company recognized $18,000 of losses for donated services and
          overhead in 2002 and 2001, which were not deductible for tax purposes
          and are not included in the above calculation of deferred tax asset.

     (e)  Basic and Diluted Net Income (Loss) Per Share

          The Company computes net income (loss) per share in accordance with
          SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
          presentation of both basic an diluted earnings per share (EPS) on the
          face of the income statement. Basic EPS is computed by dividing net
          income (loss) available to common shareholders (numerator) by the
          weighted average number of shares outstanding (denominator) during the
          period. Diluted EPS gives effect to all dilutive potential common
          shares outstanding during the period including stock options, using
          the treasury stock method, and convertible preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for the period is used in determining the number of shares assumed to
          be purchased from the exercise of stock options or warrants. Diluted
          EPS excludes all dilutive potential shares if their effect is anti
          dilutive.

     (f)  Use of Estimates

          The preparation of financial statements in conformity with U.S.
          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 amounts of
          revenues and expenses during the periods. Actual results could differ
          from those estimates.

     (g)  Financial Instruments

          The carrying value of accounts payable, accrued liabilities and
          advances from a related party approximate fair value due to the
          relatively short maturity of these instruments.

     (h)  Recent Accounting Pronouncements
          In June 2001, SFAS No. 141, "Business Combinations," was approved by
          the Financial Accounting Standards Board ("FASB"). SFAS No. 141
          requires that the purchase method of accounting be used for all
          business combinations initiated after June 30, 2001. Goodwill and
          certain intangible assets will remain on the balance sheet and not be
          amortized. On an annual basis, and when there is reason to suspect
          that their values have been diminished or impaired, these assets must
          be tested for impairment, and write-downs may be necessary. The
          Company implemented SFAS No. 141 on July 1, 2001 and its impact is not
          expected to be material on its financial position or results of
          operations.


                                      F-6
<PAGE>
Gentry Resources, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended April 30, 2002
(expressed in U.S. dollars)


          In June 2001, SFAS No. 142, "Goodwill and Other Intangible Assets,"
          was approved by FASB. SFAS No. 142 changes the accounting for goodwill
          from an amortization method to an impairment-only approach. SFAS No.
          142 is effective for fiscal years beginning after December 15, 2001.
          Amortization of goodwill, including goodwill recorded in past business
          combinations, will cease upon adoption of this statement. The Company
          will adopt SFAS No. 142 on May 1, 2002. The effect of adoption of this
          standard on the Company's results of operations and financial position
          is being evaluated.

2.   Summary of Significant Accounting Policies (continued)

     (h)  Recent Accounting Pronouncements (continued)

          In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
          Retirement Obligation." SFAS No. 143 is effective for fiscal years
          beginning after June 15, 2002, and will require companies to record a
          liability for asset retirement obligations in the period in which they
          are incurred, which typically could be upon completion or shortly
          thereafter. The FASB decided to limit the scope to legal obligations
          and the liability will be recorded at fair value. The Company will
          adopt SFAS No. 143 on May 1, 2003. The effect of adoption of this
          standard on the Company's results of operations and financial
          positions is being evaluated.

          In August 2001, the FASB issued SFAS No. 144, "Accounting for the
          Impairment or Disposal of Long-Lived Assets." SFAS No. 144 is
          effective for fiscal years beginning after December 15, 2001. It
          provides a single accounting model for long-lived assets to be
          disposed of and replaces SFAS No. 121 "Accounting for the Impairment
          of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." The
          Company will adopt SFAS No. 144 on May 1, 2002. The effect of adoption
          of this standard on the Company's results of operations and financial
          position is being evaluated.

          In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities". The provisions of this
          Statement are effective for exit or disposal activities that are
          initiated after December 31, 2002, with early application encouraged.
          This Statement addresses financial accounting and reporting for costs
          associated with exit or disposal activities and nullifies Emerging
          Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
          Certain Employee Termination Benefits and Other Costs to Exit an
          Activity (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company will adopt SFAS No. 146 on January 1, 2003. The effect of
          adoption of this standard on the Company's results of operations and
          financial position is being evaluated.

          FASB has also issued SFAS No. 145 and 147 but they will not have any
          relationship to the operations of the Company therefore a description
          of each and their respective impact on the Company's operations have
          not been disclosed.

3.   License

     The Company's only asset is a license to distribute and produce an oxygen
     enriched water product, called "Biocatalyst," for remediation of sewage and
     waste water in septic tanks and waste water treatment facilities, and for
     other similar uses, and the rights accruing from this license. The
     Company's original business plan was to determine the feasibility of the
     Biocatalyst sewage and waste remediation application, and, if Biocatalyst
     proved to be feasible for this application, become a Biocatalyst producer.
     The Company acquired the three-year license from Mortenson & Associates on
     April 28, 1999 by issuing 2,000,000 shares at a fair market value of $.001
     or $2,000. The general partner of Mortenson & Associates is also a spouse
     of a former director and officer of the Company. Mortenson & Associates
     acquired its right to sublicense Biocatalyst to the Company from NW
     Technologies.


                                      F-7
<PAGE>
Gentry Resources, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended April 30, 2002
(expressed in U.S. dollars)


3.   License (continued)

     The Company filed a Form S-1 Registration Statement with the SEC on July 2,
     1999, which was subsequently amended but never declared effective. In
     December, 1999, David R. Mortenson, Mortenson & Associates' principal,
     notified the Company that he was involved in a legal dispute with NW
     Technologies, and would be unable to fulfill his obligations under the
     license to the Company. As a result, the Company's ability to implement its
     business plan was seriously undermined, and on February 10, 2000, the
     Company requested withdrawal of its Form S-1 Registration Statement. On
     February 18, 2000, Mortenson & Associates, the Company, and the Company's
     sole shareholder, Michael Kirsh, entered into a settlement agreement. Under
     the terms of the settlement agreement, Mortenson & Associates' affiliate,
     Vitamineralherb.com will grant to Dr. Kirsh a license to distribute
     vitamins and similar products in part for his agreement not to pursue his
     individual claims against Mortenson & Associates. The settlement agreement
     provides that Mortenson will prosecute his claims against NW Technologies
     diligently, with a goal toward recovering the Biocatalyst rights. Pursuant
     to the settlement agreement, the Company has retained its right to
     prosecute its claims against Mortenson & Associates for breach of contract.
     The Company has no plans to pursue a claim at this time.

4.   Related Party Transactions/Balances

     (a)  The License referred to in Note 3 was sold to the Company by a
          partnership whose general manager is the spouse of the former
          Secretary/Treasurer of the Company and a former director for
          consideration of 2,000,000 shares for total fair market consideration
          of $2,000. These shares were paid evenly to the ten partners.

     (b)  The amount owing to the President of the Company is non-interest
          bearing, unsecured with no fixed terms of repayment.

     (c)  The Company has received donated services and overhead from the
          President of the Company valued at $500 per month for services and
          $250 per month for overhead.


                                      F-8
<PAGE>
Item 8.   Changes In and Disagreements with Accountants.

     None.


                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act.

     The following table sets forth the name, age and position of each director
and executive officer of Gentry Resources, Inc.:

NAME                        AGE    POSITION
---------------------------------------------------------------------
Dr. Michael Kirsh, D.D.S.   48     Director, Chief Executive Officer,
                                   Chief Financial Officer, President,
                                   Secretary, Treasurer, Director

     There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.

     The director named above will serve until his successors are elected and
qualified. Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement. No employment agreements currently
exist or are contemplated. There is no arrangement or understanding between the
director and officer of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

     The director and officer of the Company will devote his time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which he will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

     Since 1996, Dr. Kirsh has worked with a group of independent investors that
acquire private companies and conduct reverse takeovers. A reverse takeover
results in the shareholders of an acquired private company owning all or most of
the resulting combined company. Before forming his investment group, Dr. Kirsh
had invested in both real estate and the stock market. From approximately 1986
to 1992, Dr. Kirsh developed two dental practices in Vancouver, British
Columbia, Canada, that he sold in 1992 before forming his investment group. We
have no plans, arrangements, or understandings to acquire, or to be acquired, by
any company. Dr. Kirsh is the shareholder of Ucellit.com, Inc., a company with a
Vitamineralherb.com license for the territory of Ontario, Canada. Ucellit is a
reporting company under the Exchange Act. Ucellit.com, Inc. has conducted only
de minimis operations and is seeking new business opportunities. During the past
five years, Dr. Kirsh has not been involved in any legal proceedings of the
following types: personal bankruptcy; business bankruptcy; subject to or
convicted in a criminal proceeding (excluding minor traffic violations and other
minor criminal offenses); subject to any order, judgment or decree of a court
limiting his involvement in any type of business, securities or banking
activities; or subject to a finding by a court, the Securities and Exchange
Commission, or the Commodity Futures Trading Commission that he violated a
federal or state securities or commodities law. Dr. Kirsh is a licensed dentist
in Canada. Dr. Kirsh is the director of Gold Pick Mines, Inc. which has filed a
Form SB-2 which is not yet effective. Gold Pick Mines, Inc. owns rights is gold
mining properties in Canada. Dr. Kirsh is also the sole shareholder and director
of Growtex, Inx. which is a reporting company. Dr. Kirsh has not filed a Form 3
in connection with his acquiring all of our outstanding common stock.


                                       24
<PAGE>
     Our Board of Directors has no compensation, audit or nominating committees
or any other types of committee.

     There are no discussions, negotiations, plans, arrangements, or
understandings pending for us to have a change of control or to acquire any or
to be acquired by any person or entity.

     As a result of Dr. Kirsh's involvement with other companies seeking new
business opportunities, there are potential inherent conflicts of interest in
acting as an officer and director of the Company. Insofar as Dr. Kirsh is
engaged in other business activities, Dr. Kirsh anticipates that he will devote
only a minor amount of time to the Company's affairs. The Company does not have
a right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.

Item 10.  Executive  Compensation.

     No officer or director has received any remuneration from Gentry Resources,
Inc.  Although there is no current plan in existence, it is possible that Gentry
Resources, Inc. will adopt a plan to pay or accrue compensation to its officers
and directors for services related to the implementation of Gentry Resources,
Inc. business plan. Gentry Resources, Inc. has no stock option, retirement,
incentive, defined benefit, actuarial, pension or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.
Gentry Resources, Inc. has no employment contract or compensatory plan or
arrangement with any executive officer of Gentry Resources, Inc. The directors
currently do not receive any cash compensation from Gentry Resources, Inc. for
his service as a member of the board of directors. There is no compensation
committee, and no compensation policies have been adopted.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of March 3, 2003, Gentry Resources,
Inc.'s outstanding common stock owned of record or beneficially by each
Executive Officer and Director and by each person who owned of record, or was
known by Gentry Resources, Inc. to own beneficially, more than 5% of its common
stock, and the shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to the shares
shown.

                                     Number Of    Class     Percentage
                                      Shares        Of          Of
Name                                   Owned    Securities     Class
-----------------------------------------------------------------------
Michael Kirsh
5076  Angus  Drive
Vancouver, British Columbia                     Common
Canada                               2,500,000  Stock              100%

All executive officers & directors              Common
as a group (1 person )               2,500,000  Stock        1      00%


                                       25
<PAGE>
Item  12.     Certain  Relationships  and  Related  Transactions

     No director, executive officer or nominee for election as a director of
Gentry Resources, Inc., or any member of their immediate family has entered into
or proposed any transaction with Gentry Resources, Inc.,  in which the amount
involved exceeds $60,000.

     The  License  referred to in Note 3 to the audited financial statements was
sold  to the Company by a partnership whose general manager is the spouse of the
former  Secretary/Treasurer  of  the  Company  and  a  former  director  for
consideration of 2,000,000 shares for total fair market consideration of $2,000.
These  shares  were  delivered  to  ten  persons.

     At April 30, 2002, the amount we owe to Dr. Kirsh is $18,000, is
non-interest bearing, unsecured with no fixed terms of repayment.

     The Company has received donated capital in the form of donated services
and donated overhead from the Dr. Kirsh that we value at $500 per month for
services and $250 per month for overhead.

Item 13.  Exhibits and Reports on Form 8-K.

     None.


Item 14.  Controls and Procedures.

     Michael Kirsh, our Chief Executive Officer and Chief Financial Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90
days of the filing date of this report on Form 10-KSB. There were no significant
changes  in  our  internal controls or in other factors that could significantly
affect  these controls subsequent to the date of their evaluation, including any
corrective  actions  with  regard  to  significant  deficiencies  and  material
weaknesses.


                                       26
<PAGE>
                              SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 GENTRY RESOURCES, INC.

                                 -------------------------------------------
Date:  March 3, 2003             By:  Michael Kirsh
                                      /s/ Michael Kirsh
                                      Director, Chief Executive Officer,
                                      Chief Financial Officer and President


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



                                 -------------------------------------------
Date:  March 3, 2003             By:  Michael Kirsh
                                      /s/ Michael Kirsh
                                      Director, Chief Executive Officer,
                                      Chief Financial Officer and President


                                       27
<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Michael Kirsh, certify that:
1. I have reviewed this annual report on Form 10-KSB of GENTRY RESOURCES, INC.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 3, 2003

-------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Executive Officer


                                       28
<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Michael Kirsh, certify that:
1. I have reviewed this annual report on Form 10-KSB of GENTRY RESOURCES, INC.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 3, 2003

---------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Financial Officer


                                       29
<PAGE>
Certification of Chief Executive Officer of GENTRY RESOURCES, INC. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

I, Michael Kirsh, the Chief Executive Officer of GENTRY RESOURCES, INC. hereby
certify that GENTRY RESOURCES, INC. periodic report on Form 10-KSB and the
financial statements contained therein fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d) and that information contained in the periodic report on Form 10-KSB and
the financial statements contained therein fairly represents, in all material
respects, the financial condition and results of the operations of GENTRY
RESOURCES, INC.

Date: March 3, 2003


-------------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Executive Officer





Certification of Chief Financial Officer of GENTRY RESOURCES, INC. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63.

I, Michael Kirsh, the Chief Financial Officer of GENTRY RESOURCES, INC. hereby
certify that GENTRY RESOURCES, INC. periodic report on Form 10-KSB and the
financial statements GENTRY RESOURCES, INC. contained therein fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m or 78o(d) and that information contained in the periodic
report on Form 10-KSB and the financial statements contained therein fairly
represents, in all material respects, the financial condition and results of the
operations of GENTRY RESOURCES, INC.

Date:  March 3, 2003


-------------------------
Michael Kirsh
/s/ Michael Kirsh, Chief Financial Officer


                                       30
<PAGE>