UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A
(Mark One)

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

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

                For the fiscal year ended November 30, 2003. OR

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

   For the transition period from __________________to ______________________

                         Commission file number 0-29986

                              WEALTH MINERALS LTD.
                       (Formerly Triband Enterprise Corp.)

             (Exact name of Registrant as specified in its charter)

                                 Alberta, Canada
                 (Jurisdiction of incorporation or organization)

                #903 - 1485 W. 6th Ave., Vancouver, B.C., V6H 4G1
                    (Address of principal executive offices)

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


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

              __________Common Shares Without Par Value___________

                                (Title of Class)

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report. 7,634,435

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

Indicate by check mark which financial statement item the registrant has elected
to follow.                                      |X| Item 17   Item 18

                                              Index to Exhibits found on page 37

<PAGE>

FORWARD LOOKING STATEMENTS

Forward-Looking  Information  is Subject to Risk and  Uncertainty.  When used in
this  Annual  Report,  the  words  "estimate,"  "project,"  "intend,"  "expect,"
"anticipate"  and similar  expressions are intended to identify  forward-looking
statements.  Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements,  which  speak  only as of the  date of this  Annual
Report. These statements are subject to risks and uncertainties that could cause
actual  results  to  differ   materially   from  those   contemplated   in  such
forward-looking  statements.  Such risks and uncertainties  include, but are not
limited to, those identified under the heading Item 3 "Risk Factors".


                                       2
<PAGE>

                                GLOSSARY OF TERMS

AG                                  chemical symbol for silver

AMPHIBOLITE                         a type of  metamorphic  rock  formed by high
                                    temperature  and  pressure  from an original
                                    iron magnesium rich igneous rock

ANTIMONY                            a chemical element, chemical symbol Sb

ARABLE LAND                         land which is suitable  for the  cultivation
                                    of crops (farm land)

ARGILLIC CLAY FORMATION             clay   minerals   formed  by  alteration  of
                                    original rock

ARGILLITE                           a sedimentary  rock  comprised of siltstone,
                                    claystone or shale that has been compacted

ARSENIC                             a chemical element, chemical symbol As

ARSENOPYRITE                        a  mineral  composed  of iron,  arsenic  and
                                    sulfur (FeAsS)

AS                                  chemical symbol for arsenic

AU                                  chemical symbol for gold

BA                                  Chemical symbol for barium

BARITE                              a mineral  composed  of  barium,  sulfur and
                                    oxygen (BaSO4)

BATHOLITH                           a   granatic   body  made  up  of   multiple
                                    intrusions of igneous rock

BI                                  Chemical symbol for bismuth

BIOTITE GRANITE                     a granitic  igneous  rock  containing  large
                                    amounts of biotite

BISMUTH                             a chemical element, chemical symbol Bi

CADMIUM                             a chemical element, chemical symbol Cd

CALCARENITE                         clastic  sedimentary rock containing calcium
                                    carbonite

CALC-SILICATE MINERALS              a term  referring  to a  group  of  minerals
                                    containing  calcium  and silica  formed in a
                                    carbonate rock

CARBONATE-MUSCOVITE                 a   mixture   of   calcium   carbonate   and
                                    illite-muscovite clays in altered rocks

CHALCOPYRITE                        a  mineral  composed  of  copper,  iron  and
                                    sulfur (CuFeS2)

CHLORITE                            a   greenish,   platy,   mica-like   mineral
                                    containing  iron,  magnesium,  aluminum  and
                                    silica.

CU                                  chemical symbol for copper

EPIDOTE                             a calcium,  aluminum silica mineral,  common
                                    in metamorphic rocks

FEOX                                general  chemical term for group of minerals
                                    containing iron and oxygen and/or water

FLUORITE                            a mineral  composed of calcium and  fluorine
                                    (CaF2)

GRANITE                             an  igneous  rock  consisting  of quartz and
                                    orthoclase  with  ~ornblende  or  biotite as
                                    mafic constituents.

GRANODIORITE                        a  plutonic   igneous  rock   consisting  of
                                    quartz, calcic feldspar, and orthoclase with
                                    biotite,  hornblende  or  pyroxene  as mafic
                                    constituents


                                       3
<PAGE>

GREENSTONE                          iron and  magnesium  rich igneous rock whose
                                    composition  has been  changed in a sequence
                                    of  sedimentary  rocks.

HEMATITE                            a  mineral   composed  of  iron  and  oxygen
                                    (Fe2O3)

HG                                  chemical symbol for mercury

HYDROTHERMAL                        a term applied to heated water or fluid

JAROSITE                            a mineral composed of potassium iron, sulfur
                                    and oxygen (K, Fe3 (SO4)(OH)6

LIMONITE                            a generic term for brown hydrous iron oxide,
                                    not specifically identified

LITHOCAP                            altered host rock

LOWER TERTIARY AGE                  the early  part of the  Tertiary  geological
                                    time period  spanning 66 to 44 million years
                                    before the present

MESOTHERMAL                         conditions of ore deposition of intermediate
                                    temperatures and depths

MESOZOIC                            Era  of  geologic  time  spanning  245 to 66
                                    million years before the present

METASOMATISM                        introduction  of a fluid  into a rock  which
                                    totally changes the composition of the rock

MICROCRYSTALLINE QUARTZ             small crystals of the mineral quartz

MINERALS                            means  a  homogeneous   naturally  occurring
                                    chemical substance

ORE                                 means a mineral  or  aggregate  of  minerals
                                    which can be mined at a profit

MA                                  chemical symbol for magnesium

MO                                  chemical symbol for molybdenum

PALAEOZOIC                          Era of  geologic  time  spanning  570 to 245
                                    million years before the present

PB                                  chemical symbol for lead

PLUTONIC ROCKS                      igneous   rocks  formed  below  the  earth's
                                    surface

PORPHYRY                            a rock composed of prominent crystals

PPB                                 an  abbreviation  for  units of  measure  in
                                    parts per billion

PPM                                 abbreviation  for units of  measure in parts
                                    per million

PRE-TERTIARY                        a term applied to rocks of geological events
                                    older  than   Tertiary  Age  (more  than  66
                                    million years before the present.

PRODUCT                             means a metallic or  non-metallic  substance
                                    extracted from ore.

PYRITE                              a mineral composed of iron and sulfur (FeS2)

PYRITIZATION                        formation of the mineral pyrite in rocks

PYRRHOTITE                          a mineral  composed of iron and sulfur (FeS)

QUARTZ DIORITE                      a   plutonic   igneous   rock   similar   to
                                    granodiorite  but  with  larger  amounts  of
                                    mafic constituents.

QUARTZ-ANKERITE                     a mixture of quartz (SiO2) and ankerite (Ca,
                                    Fe, Mg) CO3 in altered rocks

QUATERNARY AGE                      a period of  geologic  time from 1.6 million
                                    years ago to the present

SB                                  chemical symbol for antimony

SELENIUM                            a chemical element, chemical symbol Se

SILICIFICATION                      the introduction of or replacement by silica


                                       4
<PAGE>

STOCKWORK                           metalliferous  deposit  characterized by the
                                    impregnation  of the mass of rock with small
                                    veins  or  nests   irregularly   grouped

TM                                  Thematic   mapping   of  ground  in  infared
                                    portion of the electromagnetic spectrum

THALLIUM                            a chemical  element,  chemical  symbol Tl

ULTRAMAFICS                         group of igneous rocks containing very small
                                    amounts  of  silica  and  large  amounts  of
                                    magnesium and iron

VESICULAR BASALT FLOWS              a surface flow of dark gray  volcanic  rocks
                                    of mafic  composition  with open  voids from
                                    gas bubbles

VUGGY SILICA                        advanced argillic alteration

ZN                                  chemical symbol for zinc


                                       5
<PAGE>

                                TABLE OF CONTENTS

                                     PART I
                                                                           PAGE

ITEM 1    Identity of Directors, Senior Management and Advisors.             7
ITEM 2    Offer Statistics and Expected Timetable                            7
ITEM 3    Key Information                                                    7
ITEM 3.A   Selected Financial Information                                    8
ITEM 3.B   Risk Factors                                                      9
ITEM 4    Information on the Company                                        12
ITEM 4.A   History and Development of the Company                           12
ITEM 4.B   Business Overview                                                12
ITEM 4.C   Intercorporate Relationships                                     14
ITEM 4.D   Property, Plants and Equipment                                   14
ITEM 5    Operating and Financial Review and Prospects                      18
ITEM 5.A   Results of Operations                                            18
ITEM 5.B   Liquidity and Capital Resources                                  21
ITEM 5.C   Off Balance Sheet Arrangements                                   22
ITEM 5.D   Tabular Disclosure of Contractual Obligations                    22
ITEM 6    Directors, Senior Management and Employees                        23
ITEM 6.B   Compensation of Directors and Officers                           23
ITEM 6.C   Board Practices                                                  27
ITEM 7.A   Major Shareholders                                               27
ITEM 7.B   Related Party Transactions                                       27
ITEM 8    Financial Information                                             27
ITEM 8.A   Consolidated Statements and Other Financial Information          27
ITEM 8.B   Significant Changes                                              27
ITEM 9    The Offer and Listing                                             28
ITEM 10   Additional Information                                            29
ITEM 10.B  Articles, Memorandum, and By-Laws of the Corporation             29
ITEM 10.C  Material Contracts                                               29
ITEM 10.D  Exchange Controls                                                30
ITEM 10.E  Taxation                                                         30
ITEM 11   Quantitative and Qualitative Disclosures About Market Risk        34
ITEM 12   Description of Securities Other than Equity Securities            34

                                     PART II

ITEM 13   Defaults, Dividend Arrears and Delinquencies                      34
ITEM 14   Material Modifications to the rights of Security
           Holders and Use of Proceeds                                      34
ITEM 15   Controls and Procedures                                           34
ITEM 16A   Audit Committee Financial Expert                                 35
ITEM 16B   Code of Ethics                                                   35
ITEM 16C   Principal Accountant Fees and Services                           35

                                    PART III
ITEM 17  Financial Statements                                               35
ITEM 18  Financial Statements                                               36
ITEM 19  Financial Statements and Exhibits                                  36


                                       6
<PAGE>

                                     PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3.  KEY INFORMATION

                           CURRENCY AND EXCHANGE RATES

All dollar  amounts  set forth in this report are in  Canadian  dollars,  except
where  otherwise  indicated.  The  following  tables  set forth (i) the rates of
exchange for the Canadian dollar,  expressed in U.S.  dollars,  in effect at the
end of each of the periods indicated;  (ii) the average exchange rates in effect
on the  last day of each  month  during  such  periods;  (iii)  the high and low
exchange  rate during such  periods,  including the last six months in each case
based on the noon buying rate in New York City for cable  transfers  in Canadian
dollars as  certified  for customs  purposes by the Federal  Reserve Bank of New
York.  Prices  based on the  Corporation's  fiscal year end  (November  30), and
quoted in U.S. Dollars.

<TABLE>
<CAPTION>

                                2003             2002              2001           2000           1999

<S>           <C>              <C>              <C>               <C>             <C>          <C>
   Rate at end of Period       $0.7700          $0.6397           $0.5717         $06678       $0.6862

   Average Rate During Period  $0.7600          $0.6400           $0.5477        $0.6579       $0.6718

   High Rate                   $0.7700          $0.6651           $0.5922        $0.6695       $0.6535

   Low Rate                    $0.7500          $0.6189           $0.5032        $0.6411       $0.6890



              Mar. 2004      Apr. 2004         May 2004          June 2004      July 2004     Aug. 2004

   High        $0.7646        $0.7638          $0.7365            $0.7460        $0.7633       $0.7633

   Low         $0.7421        $0.7296          $0.7159            $0.7261        $0.7518       $0.7575

</TABLE>

The end of day rate at the close of business on September 22, 2004 was $0.7789.

3.A      SELECTED FINANCIAL INFORMATION

The selected historical financial  information  presented in the table below for
each of the years ended November 30, 2003,  2002, 2001, 2000 and 1999 is derived
from the audited  consolidated  financial  statements of the Company The audited
financial  statements  for the Company for the years ended  November  30,  2003,
2002, and 2001 are included in this Filing.  The selected  historical  financial
information  for the years ended  November  30, 2000 and 1999  presented  in the
table below are derived from audited  financial  statements  of the Company that
are not included in this Filing.  The selected financial  information  presented
below should be read in conjunction  with the Company's  consolidated  financial
statements and the notes thereto (Item 17) and the Operating ad Financial Review
and Prospects (Item 5) elsewhere in this Filing.


                                       7
<PAGE>

The selected  consolidated  financial data has been prepared in accordance  with
Canadian Generally Accepted Accounting  Principals (GAAP) and in accordance with
Canadian and United  States  Generally  Accepted  Accounting  Standards  (GAAS).
Selected  financial  data has also been provided under United States GAAP to the
extent  that  amounts  are  different.  The  consolidated  financial  statements
included in Item 17 in this Filing are also  prepared  under  Canadian  GAAP and
Canadian and United States GAAS.  Included within these  consolidated  financial
statements in Note 11 is reconciliation between Canadian and United States GAAP.

<TABLE>
<CAPTION>


                     SELECTED FINANCIAL DATA, CANADIAN GAAP

                     SELECTED FINANCIAL DATA (CANADIAN GAAP)

                                YEAR        YEAR       YEAR        YEAR       YEAR
                               ENDED       ENDED      ENDED       ENDED      ENDED
                              2003 ($)    2002 ($)   2001 ($)    2000 ($)   1999 ($)
                              --------    --------   -------     -------    -------

<S>                           <C>         <C>         <C>         <C>        <C>
Revenues                            -          -           -           -           -
Exploration Expenses          $27,783     57,664      19,293      88,823     224,791
Depletion, Depreciation
 and Amortization              $2,974      3,047       3,097       4,376         212
General and
 Administrative Expenses     $233,344    253,549     225,434     280,157     280,430
Other Income                      902      1,092       1,892     194,209      11,818
Net Income (Loss)            (263,199)  (315,085)   (679,437) (1,114,168)  (970,345)

Per Share                       (0.03)     (0.06)      (0.24)      (0.42)      (0.39)

Working Capital                79,317    144,385      82,049     160,558     445,643

Deferred
 Exploration Expenses                                 19,293      88,823     224,791

Other Assets                   37,735     40,709      38,920      27,565     147,649

Long-Term Liabilities               -          -           -           -           -
Shareholders Equity           117,052    185,094     118,964     613,144   2,635,401

</TABLE>


                                       8
<PAGE>

                         SELECTED FINANCIAL DATA US GAAP

                        SELECTED FINANCIAL DATA, US GAAP

                            YEAR       YEAR       YEAR       YEAR        YEAR
                            ENDED     ENDED       ENDED      ENDED       ENDED
                            2003       2002       2001       2000        1999
                           ------     ------     ------     ------      ------
Revenues                        -           -          -                      -
Exploration Expenses       27,783      57,664     19,293     88,823     224,791
Depletion, Depreciation     2,974       3,047      3,097      4,376         212
and Amortization
General and               233,344     253,549    225,434    704,826     403,901
Administrative Expenses
Other Income                  902       1,092      1,892      7,424      11,818
Basic Net Income (Loss)  (263,199)   (388,085)  (679,437)(1,274,379) (1,115,822)
Per Share                   (0.03)      (0.07)     (0.24)     (0.48)      (0.39)
Working Capital            79,317     144,385     82,049    160,558     445,643
Deferred Exploration            -           -          -          -           -
Expenses
Other Assets               37,735      40,709     36,915    452,586     147,649
Long-Term Liabilities                       -          -          -           -
Shareholders Equity       117,052     185,094     14,355    568,772     593,292

3.B      RISK FACTORS

CERTAIN RISKS OF OPERATION

Our  business  is subject  to a number of  material  risks  which may affect the
Company's future financial performance,  including risks customarily encountered
by early-stage mining companies.

GENERAL EXPLORATION AND MINING RISKS

OPERATING RISKS

The  exploration  and,  if  warranted,  development  of mining  properties  is a
high-risk  industry.  Presently,  none of our  properties  have a known  body of
commercial ore. Unusual or unexpected  formations,  formation pressures,  fires,
power outages, labor disruptions, flooding, explorations,  cave-ins, landslides,
and the inability to obtain adequate machinery, equipment or labor are all risks
involved in the operation of mines and the conduct of exploration  programs.  We
rely  significantly  on  independent  consultants  and other  professionals  for
exploration and development expertise.

RISKS RELATED TO OPTION AGREEMENT

The  Company  has  entered  into an option  assignment  agreement  (the  "Option
Agreement")  with  Minera  Koripampa  del Peru S.A.  ("Koripampa")  whereby  the
Company has  obtained  the right to acquire a 100%  interest in certain  mineral
rights in Peru (the "Amata Property") which were originally granted to Koripampa
by Rio Tinto Mining and Exploration  Limited ("Rio Tinto")  pursuant to a Letter
of Understanding (the "LOU") between Koripampa and Rio Tinto.

There can be no guarantee that Rio Tinto will accept the assignment of the Amata
option from Koripampa to Wealth Minerals.  Furthermore,  if the Company fails to
complete  the required  work  commitments  or make the required  payments to Rio
Tinto  pursuant  to the LOU,  it will  lose its  option  to  acquire  the  Amata
Property.  There  can  be  no  further  guarantee  that  Rio  Tinto  Mining  and
Exploration  Limited  will abide by the  original  terms and  conditions  of the
Letter of  Understanding  between Rio Tinto Mining and  Exploration  Limited and
Minera Koripampa del Peru.

CAPITAL EXPENDITURES

We will  require  substantial  resources  to  establish  ore  reserves,  develop
metallurgical  processes to extract  metal from the ore, and develop  mining and
processing  facilities  at a  given  site.  There  can  be  no  assurances  that
sufficient  quantities of minerals with a sufficient  average grade will justify
commercial development of any such site.


                                       9
<PAGE>

VOLATILITY IN MINERAL PRICES

The cost of developing gold and other mineral properties is affected by the cost
of operations,  variations in ore grade,  fluctuations  in metal markets and the
cost of processing equipment.

REGULATORY AND GOVERNING JURISDICTION RISKS

Government regulations regarding prices, taxes, royalties, allowable production,
importing  and exporting of minerals,  land use,  land tenure and  environmental
protection also affect economic viability.

EMPLOYMENT CONTRACTS/RELIANCE UPON OFFICERS

The  Company  has  not  entered  into an  employment  contract  with  all of its
executive  officers.  The company is largely dependent upon the personal efforts
and abilities of its corporate officers. The loss or availability to the Company
of these  individuals  may have  materially  adverse  effects upon the Company's
business.

LEGAL PROCEEDINGS AGAINST FOREIGN DIRECTORS

The Company is incorporated  under the laws of the Province of Alberta,  Canada,
and some of its directors and officers are residents of Canada. Consequently, it
may be difficult for United States investors to effect service of process within
the United States upon the Company or upon those  directors and officers who are
not  residents  of the United  States,  or to realize in the United  States upon
judgments of United States courts  predicated upon civil  liabilities  under the
United States  Securities and Exchange Act of 1934 as amended.  Furthermore,  it
may be difficult for investors to enforce  judgments of the United States Courts
based upon civil  liability  provisions of the United States Federal  securities
laws in a Canadian court against the Company or any of the Company's  non-United
States  resident  officers or directors.  There is substantial  doubt whether an
original  lawsuit could be brought  successfully  in Canada  against any of such
persons or the Company predicated solely upon civil liabilities.

EFFECT OF FUTURE FINANCINGS

The  Company  has  historically  raised  capital  through  a  series  of  equity
offerings. The ability for the Company to continue is dependent upon its ability
to raise additional capital.  There can be no assurances that the current issued
capital and the  shareholders  thereof,  will not be partially or  substantially
diluted by further equity offerings.

CLASSIFICATION OF THE COMMON STOCK AS PENNY STOCK

In October 1990,  Congress  enacted the "Penny Stock Reform Act of 1990." "Penny
Stock" is  generally  any equity  security  other  than a  security  (a) that is
registered  or approved  for  registration  and traded on a national  securities
exchange or an equity security for which  quotation  information is disseminated
by The National Association of Securities Dealers Automated Quotation ("NASDAQ")
System on a real-time basis pursuant to an effective transaction reporting plan,
or which has been  authorized  or  approved  for  authorization  upon  notice of
issuance for quotation in the NASDAQ System, (b) that is issued by an investment
company  registered under the Investment  Company Act of 1940, (c) that is a put
or call option issued by Options Clearing  Corporation,  (d) that has a price of
five dollars or more,  or (e) whose issuer has net tangible  assets in excess of
$2,000,000,  if the issuer has been in  continuous  operation for at least three
years,  or $5,000,000  if the issuer has been in  continuous  operation for less
than three years, or average  revenue of at least  $6,000,000 for the last three
years.

Our Common Shares are presently  considered  "penny stock" under these criteria.
Therefore,  the Common  Shares are  subject to Rules  15g-2  through  15g-9 (the
"Penny Stock Rules") under the Securities  Exchange Act of 1934, as amended (the
"Exchange Act"). The Penny Stock Rules impose additional  reporting,  disclosure
and sales practice requirements on brokers and dealers before they can recommend
the Common Shares for purchase by their customers, and require that such brokers
and dealers must make a special suitability  determination of each purchaser and
must have received the purchaser's  written consent to the transaction  prior to
the sale. Consequently,  the Penny Stock Rules may affect the ability of brokers
and dealers to sell the Common  Shares and may affect the ability of  purchasers
to sell any of the Shares acquired hereby in the secondary markets.


                                       10
<PAGE>

So long as the  Common  Shares are within  the  definition  of "Penny  Stock" as
defined in Rule 3a51-1 of the Exchange  Act, the Penny Stock Rules will continue
to be applicable to the Common  Shares.  Unless and until the price per share of
Common  Shares is equal to or greater  than  $5.00,  the Common  Shares  will be
subject to substantial  additional risk disclosures and document and information
delivery requirements on the part of brokers and dealers effecting  transactions
in the  Common  Shares.  Such  additional  risk  disclosures  and  document  and
information  delivery  requirements  on the part of such brokers and dealers may
have an adverse effect on the market for and/or valuation of the Common Shares.

STAGE OF DEVELOPMENT

We have no production  revenue.  We do not have an operating  history upon which
investors may rely. Moreover,  we have no commercially viable properties at this
time.

We have limited financial  resources,  with no assurance that sufficient funding
will be  available  for future  exploration  and  development  or to fulfill our
obligations under current agreements. There is no assurance that we will be able
to obtain  adequate  financing in the future or that the terms of such financing
will be favorable.  Failure to obtain such additional  financing could result in
delay or indefinite  postponement of further  exploration and development of its
projects. Our accumulated deficit as at November 30, 2003 was $4,919,008.

METAL PRICES

Metal  prices  have  fluctuated  widely in recent  years,  and are  affected  by
numerous  factors  beyond our  control.  International  economic  and  political
trends,  expectations of inflation,  currency  exchange  fluctuations,  interest
rates,  global or regional  consumption  patterns,  speculative  activities  and
worldwide production levels all may affect metal prices.

COMPETITION

The mineral industry is very  competitive.  We must compete with other companies
possessing   superior  financial  resources  and  technical   facilities.   This
competition is not only for the  acquisition of mining  interests,  but also for
retention of the services of qualified employees.

NO ASSURANCE OF TITLES

Our mineral property interests may be subject to prior unregistered  agreements,
transfers or native land claims and title may be affected by undetected defects.
Substance and continuity of title may also be affected by political  instability
and the vagaries of law as they exist and are applied in foreign  jurisdictions.
Surveys  have  not  been  carried  out  on all of  our  mineral  properties  and
therefore,  in  accordance  with the  laws of the  jurisdiction  in  which  such
properties are situated, their existence and area could be in doubt.

GENERAL OPERATING HAZARDS

PERMITS AND LICENSES

Our  operations   require   licenses  and  permits  from  various   governmental
authorities.  There  can be no  assurance  that we will  be able to  obtain  all
necessary  licenses and permits  that may be required to carry out  exploration,
development and mining operations at the Company's projects.

Our  properties in the State of Nevada  consist of 23 Bet claims  located by the
Corporation.  We currently  have  licenses,  issued by the Nevada  Department of
Mining, to conduct  geological,  geochemical and geophysical  investigations and
sample  drilling at the 23 BET claims for a period of one year until  September,
2004.  The license  may be renewed on a yearly  basis by  submitting  the yearly
filing  fees to the  appropriate  Land Claims  Offices in the state.  The yearly
filing fee for our property is as follows:  $2,875 USD for the 23 BET claims. We
also maintain the BET 1-23 Claims with the Lander  County  Recorder for a yearly
fee of $199.00  (USD)  renewable in  September  2004.  We are  currently in good
standing  with the Nevada  Department  of Mining.  Additional  licenses  will be
required to extract minerals, if found. Surface rights for mining operations are
available upon application for licenses to extract minerals.


                                       11
<PAGE>

All license fees with respect to the Amata Property are currently in compliance.
(Please see the letter from Koripampa attached).

PRICE FLUCTUATIONS, SHARE PRICE VOLATILITY

Securities markets in Canada and the United States have experienced a high level
of price and volume  volatility  in recent years,  with many resource  companies
experiencing  wide price  fluctuations  not  necessarily  related  to  operating
performance  or  underlying  asset values of such  companies.  Our Common Shares
traded  between  $0.08 and $0.13 in 2001 and between $0.10 and $0.46 in 2002 and
between $0.10 and $0.37 in 2003. No assurances  can be made that our share price
and volume will not continue to fluctuate materially.

SIGNIFICANT UNCERTAINTIES

We  currently  do not have any  producing  mineral  properties  but are  seeking
mineral  property  prospects.  These  projects  may be  subject  to  substantial
regulatory requirements,  financing needs, and economic uncertainties.  There is
no assurance  that we can raise the additional  funds  necessary to complete the
development work and, if warranted, bring the property into production. There is
also no assurance that the property will prove to be profitable if it is brought
into production.

ENVIRONMENTAL REGULATIONS

All  phases  of  our  operations  are  subject  to   environmental   regulations
promulgated by government agencies from time to time. Environmental  legislation
is evolving in a manner which means stricter standards,  enforcement;  and fines
and penalties for non-compliance. Environmental assessments of proposed projects
carry a  heightened  degree  of  responsibility  for  companies  and  directors,
officers  and   employees.   There  is  no  assurance  that  future  changes  in
environmental regulation, if any, will not adversely affect our operations.

We are in compliance with all applicable  environmental  laws and regulations in
Nevada, USA and in Arequipa, Peru.

ITEM 4 INFORMATION ON THE COMPANY

4. A HISTORY AND DEVELOPMENT OF THE COMPANY

Wealth Minerals Ltd. (the  "Corporation") was incorporated under the laws of the
Province of Alberta on October 7, 1994 under the name of 627743  Alberta Ltd. On
February 10, 1995, 627743 Alberta Ltd. changed its name to Triband Capital Corp.
On July 18, 1996  Triband  Capital  Corp.  changed its name to Triband  Resource
Corporation to reflect its business in mineral exploration.  On August 22, 2002,
the  Corporation  changed  its  name  to  Triband  Enterprise  Corp.  as it  was
contemplating  business  acquisitions  which were not  associated  with  mineral
exploration.  On January 14, 2004,  the  Corporation  changed its name to Wealth
Minerals  Ltd.  to  reflect  its  renewed  focus  on  mineral  exploration.  The
authorized  capital  consists of an unlimited  number of common shares  ("Common
Shares") and an unlimited number of preferred  shares,  without par value. As of
the fiscal year end,  November  30, 2003,  there were  7,634,435  Common  Shares
issued and  outstanding  and no  preferred  shares  issued and  outstanding.  In
January of 2004,  the Company  underwent  a four old for one new  reverse  stock
split resulting in 1,908,608 common shares being issued and  outstanding.  Since
January, 7,094,454 shares have been issued by either private placement, exercise
of  stock  options.   As  of  August  27th,  2004  there  are  9,003,062  shares
outstanding.

The registered office is located at 2300 Western Gas Tower, 530- 8th Ave., S.W.,
Calgary,  Alberta,  T2P 3S8 and the head  office is  located  at #1901-  1177 W.
Hastings St. Vancouver, British Columbia, V6E 2K3 (604) 331-0096.

4 B. BUSINESS OVERVIEW

DESCRIPTION AND GENERAL DEVELOPMENT

We are a natural resource  corporation  currently engaged in the acquisition and
exploration of mineral  properties.  We presently have no producing  properties,
and there can be no assurance that a commercially viable body of ore (a reserve)
exists in any of our properties until  appropriate  drilling and/or  underground
testing  is done.  A  comprehensive  evaluation  based  upon  unit  cost,  grade
recoveries and other factors determines economic feasibility.


                                       12
<PAGE>

Prior to August 22, 1996, we conducted no business  operations of any kind other
than those acts  consistent  with our  attempts to acquire  commercially  viable
business interests in the natural resource industry.

During the five preceding  fiscal years we have pursued our  operations  through
the  acquisition  and  exploration  of mineral  properties in the United States.
Until July of 2004, our principal  mineral property which was in the exploration
stage was located in Whisky  Canyon,  Nevada.  We no longer have any interest in
the Whisky  Canyon  and Betty  O'Neal  claims in Nevada  and no longer  have any
interest  in  mining  properties  in the  Standard  Creek  property  in  British
Columbia.  As at  December  1, 1999 we wrote off the  $422,682  expended  on the
Standard Creek property. We are conducting no further exploration  activities in
British  Columbia at this time. In 2000,  we wrote off $783,717  expended on the
IP, PW and Whisky Canyon Nevada properties.

In June of 2004, the Company  entered into an option  assignment  agreement (the
"Option  Agreement") with Minera Koripampa del Peru S.A.  ("Koripampa")  whereby
the Company has obtained the right to acquire a 100% interest in certain mineral
rights in Peru (the "Amata Property") which were originally granted to Koripampa
by Rio Tinto Mining and Exploration  Limited ("Rio Tinto")  pursuant to a Letter
of Understanding (the "LOU") between Koripampa and Rio Tinto.

In  consideration  of the assignment of this option to Wealth  Minerals,  Wealth
Minerals has paid $100,000  (USD) in May, 2004 and issued  200,000 common shares
upon closing of the  agreement in June,  2004. A further  200,000  common shares
will be issued one year  after the  closing  of the  agreement  in June of 2005.
Further work commitments and payments are required under this Option  Assignment
Agreement  and are  detailed  in  Section  4.D ,  "Property  Acquisition,  Amata
Project".

As of August, 2004 the only property interests the Company has are its ownership
of the BET 1-23 Claims in Lander  County,  Nevada and its  interest in the Amata
Project in Peru.

The table below  illustrates  our  expenditures  on development  and exploration
activities for the last three fiscal years. The figures below have been prepared
in accordance with generally accepted accounting  principles ("GAAP") in Canada.
Under Canadian generally accepted  accounting  principles the costs of acquiring
and exploring mineral properties are capitalized prior to commercial feasibility
and written down if the properties are abandoned,  sold or if management decides
not to pursue the properties.  Under United States generally accepted accounting
principles,  exploration  and  prospecting  costs  are  charged  to  expense  as
incurred, as are development costs for projects not yet determined by management
to be commercially feasible.  Except as stated above and explained in Note 11 of
our financial statements, the figures below are consistent with U.S. GAAP.

                              2004         2003           2000         2001

General Exploration         120,875       27,783         57,664       19293
Mineral Properties                -            -

We have not  prepared a budget for all our  properties.  The cost of  developing
gold and  other  mineral  properties  is  affected  by the  cost of  operations,
variations  in ore  grade,  fluctuations  in  metal  markets  and  the  cost  of
processing equipment. Government regulations regarding prices, taxes, royalties,
allowable production, importing and exporting of minerals, land use, land tenure
and environmental protection also affect economic viability.

We employ certified independent  geological  consultants to extract samples from
the properties who utilize certified independent laboratories for the testing of
samples  taken from the Nevada and  Peruvian  properties  in order to ensure the
validity and integrity of samples  taken.  We utilize the services of a director
and of independent  certified  geologists to review the  laboratory  results and
order additional tests from independent laboratories to verify results.


                                       13
<PAGE>

CHANGE OF BUSINESS

During the fiscal year 2003 there was no change of business contemplated.

In April 2000,  the Company  decided to change its business focus to internet or
high tech  ventures and  completed a filing with the Canadian  Venture  Exchange
regarding our intention to change our business. The results of the Company's due
diligence  indicated  that it was not  feasible  for the  Company  to change its
business direction and accordingly focused on mineral exploration since December
2000.

We intend to  continue  to review  potential  business  opportunities  in mining
exploration.

INVESTMENTS

In June of 2004,  the Company has entered  into an option  assignment  agreement
(the  "Option  Agreement")  with Minera  Koripampa  del Peru S.A.  ("Koripampa")
whereby the Company has obtained the right to acquire a 100% interest in certain
mineral rights in Peru (the "Amata  Property") which were originally  granted to
Koripampa by Rio Tinto Mining and Exploration  Limited ("Rio Tinto") pursuant to
a Letter of Understanding (the "LOU") between Koripampa and Rio Tinto.

In  consideration  of the assignment of this option to Wealth  Minerals,  Wealth
Minerals has paid $100,000 (USD) payable in May, 2004, and issued 200,000 common
shares  issued upon closing of the  agreement in June,  2004. A further  200,000
common shares will be issued one year after the closing of the agreement in June
of 2005.  Further work  commitments  and payments are required under this Option
Assignment  Agreement  and are detailed in Section 4.D , "Property  Acquisition,
Amata Project".

4.C INTERCORPORATE RELATIONSHIPS

We have one  wholly  owned,  direct  subsidiary:  Triband  Resource  US Inc.,  a
corporation  incorporated  under the laws of the State of Nevada on  November 5,
1997.  The  registered  office of Triband  Resource  US Inc. is located at, 6121
Lakeside Dr., Suite 260 Reno, Nevada.

4.D PROPERTIES, PLANTS AND EQUIPMENT

In the period 2001 to 2002 we abandoned  certain  claims in the Battle  Mountain
and Whisky  Canyon area in Nevada for  economic  reasons.  The Company felt that
further  exploration work on these claims would not be economically  feasible as
it was  determined  that  exploration  work on these  claims would not yield any
significant  results.  The Company  decided to  concentrate  on the Betty O'Neal
claims at that time as  exploration  and mining  activity in this area had shown
some positive  results in the past. The only obligation we had was to the Battle
Mountain  State  Mortgage  Bank with  respect  to the lease of the Betty  O'Neal
claims  until July of 2004.  We were  obliged to pay the Battle  Mountain  State
Mortgage Bank a total of $18,000 USD per year in $9,000 USD  increments,  due in
July and February of each year.  In May of 2004 the Company  notified the Battle
Mountain  State  Mortgage  Bank that it did not intend to renew its  obligations
with respect to the Betty O'Neal  Claims.  A further  US$25,000 due July 9, 2004
was not paid at that  time and the  Company  terminated  its  intent  to earn an
interest in the claims.  The Company  continues to maintain the BET 1-23 claims;
however, there is no exploration work on these claims contemplated at this time.

We are in the exploration stage and the properties are presently without a known
body of commercial ore. Our principal mineral properties are the following.

The Company  owns 23 BET Claims it located in 1997  bordering  the Betty  O'Neal
patented claims on the Whisky Canyon property which the Company had under option
until July of 2004.  The Company  did not renew its option on the Whisky  Canyon
property in July of 2004.  The Company  maintains full ownership in the BET 1-23
Claims.  The Company also owns a 100% interest in the Amata  Project  located 50
kilometers northeast of Arequipa City in the Coalaque district in the department
of Moquegua, Peru.


                                       14
<PAGE>

BET CLAIMS 1 - 23 - LANDER COUNTY, NEVADA, USA

LOCATION AND INTRODUCTION

The BET Claims 1 - 23 ("the BET Claims") are located along the  northwest  flank
of the Shoshone  Range  approximately  12 miles  southeast  of Battle  Mountain,
Lander County, Nevada, USA. Much of the Claims occur in steep topography between
6000 feet and 8000 feet in  elevation.  Access is  relatively  difficult  and is
limited to a few steep, narrow and poorly preserved drill roads.

MINING AND EXPLORATION HISTORY

Prospecting  for and limited mining of high grade veins in the district began in
the late 1870's.  The Betty  O'Neal Mine which the BET Claims  border was worked
extensively  for  silver  beginning  in  about  1880.  It was  reportedly  mined
intermittently  until  about 1936 and was the only major  producing  mine in the
vicinity  of the Whisky  Canyon  Property  upon which the  Company had an option
until July, 2004. Recorded production for the period of 1902-1936 from the Betty
O'Neal totals about 4.2 million ounces of silver from ores with grades averaging
between  25 to 30 ounces per ton.  No  production  records  exist for the period
between  1880-1902.  Numerous  other  showings small high grade mines of limited
production occur in adjoining Rocky Canyon and in the surrounding area.

Porphyry  copper-molybdenum  exploration  was focused in Rocky Canyon and nearby
Pipe  Canyon in an active  way  during the early to mid  -1970's.  Several  deep
(greater  than  2000  foot)  core  holes  encountered  deep,  low  grade,  Cu-Mo
mineralization  beneath the breccia pipes and magmatic centers in both Rocky and
Pipe Canyons. No further copper exploration has been done in the district.

Recent  gold  exploration  began  in the  district  during  1879  and  continued
intermittently  through  the  early  1900's.  Noranda  Exploration   ("Noranda")
conducted  the first  phase of  modern  exploration  beginning  in late 1979 and
continued through early 1981. Their work included geologic mapping,  geochemical
sampling, and exploration drilling (4 diamond core and 15 rotary holes). Noranda
elected  to  terminate  the  project  even  though  their  drilling  intersected
gold-mineralization in the Whisky Canyon vicinity.

Following  Noranda,  Draco Minerals Ltd. ("Draco  Minerals")  explored the Rocky
Canyon area for precious metals but drilled only 14 shallow reverse  circulation
holes.  St. George acquired both the Whisky Canyon Property and the Rocky Canyon
property from the underlying owners and Draco Minerals, respectively, along with
other ground in the district.  St. George and their subsequent  partners drilled
at least  16  reverse  circulation  holes in the  Whisky-Rocky  Canyon  area and
numerous holes to the west along the range front zone. Cameco Gold U.S. acquired
ground  along the range front near the mouth of Rocky Canyon and the Lucky Rocks
area by claim  location  and an option  agreement  with St.  George.  The Cameco
program which began in 1996, included core drilling, and continues at present.

PROPERTY ACQUISITION

The BET Claims 1 - 23 were claimed by the Company in 1997.

We currently own the BET 1-23 Claims. We maintain our interest in the BET claims
via  yearly  payments  of $2,875  to the  Bureau  of Land  Management  in Battle
Mountain,  Nevada  payable in September of each year and payments of $199 to the
Lander  County  Recorder to hold the claims each year in  September.  We have no
further work commitments on the BET 1-23 claims.

GEOLOGY - BET CLAIMS

The geology of the  northwestern  portion of the Shoshone Range is very complex.
The BET  Claims  area is  comprised  of a  complexly  thrust  faulted  stack  of
siliceous and lesser  carbonate  rocks that were  subsequently  juxtaposed  into
complex contact  relationships by several  prominent sets of high-angle  faults.
Thrust faulting occurred during the Antler and Sonoman Orogenies and resulted in
low-angle  zones  of  intense  shearing  and  fracturing  developed  within  the
pre-Tertiary  siliceous  rocks.  Caldera  development and subsidence  overprints
pre-Oligocene  structures  and was the focus of more recent  high and  low-angle
faulting of Tertiary age.  High-angle faulting is intense in the district and is
comprised of several distinct sets,  including those trending;  1) N10E to N10W,
2) N60-75W, 3) N20-30W,  4) East-West,  5) N60E and 6) N30E. The faults trending
N60-75W seem to be the most favorable focus of  gold-bearing  quartz and sulfide
mineralization.


                                       15
<PAGE>

Most of the northern part of the range is made up of chert and siliceous clastic
rocks that comprise the upper plate of the Roberts  Mountains  allochthon.  This
sequence of rocks was emplaced along the major, regional Roberts Mountain Thrust
zone during the  Devonian-Mississippian  Antler  Orogeny.  Lower plate carbonate
rocks  located  below the thrust zone are not exposed in the  district.  A large
portion of the Whisky  Canyon  Property  is  underlain  by a thick  upper  plate
sequence  consisting  of  quartzite,  chert,  argillite  and  greenstone  of the
Ordovician  Valmy  Formation.  In Rocky Canyon,  a thick  section  consisting to
interbedded  calcareous  siltstone and  fine-grained  sandstone,  believed to be
upper plate Silurian Elder  Formation,  is  tectonically  inter-leaved  with the
Valmy Formation. The Pennsylvanian-Permian  Antler Sequence consisting of Battle
Formation and Antler Peak Limestone, was deposited directly on upper plate Valmy
rocks and is exposed in Whisky  Canyon.  Antler  Sequence rocks are an important
host for gold  mineralization  in the Battle Mountain district at the Fortitude,
Tomboy and Minnie deposits and the Lone Tree and Marigold deposits.

During the  Permian-Triassic  Sonoma Orogeny,  the Havallah  Sequence rocks were
tectonically  emplaced  along the Golconda  Thrust  above the Roberts  Mountains
Allochton  and  Antler  Sequence  rocks.  The  Havallah   Sequence  consists  of
fine-to-medium-grained,  locally calcareous, siliceous clastic rocks.These rocks
are well  exposed at the head of Whisky  Canyon.  A sequence of debris flows and
limestone-rich  conglomerate with silty, sandy, and shaly matrix, believed to be
the Triassic Panther Canyon Formation,  was deposited on pre-Triassic  rocks and
is also exposed at the head of Whisky Canyon.

The pre-Tertiary sedimentary rocks are intruded and overlain by an Oligocene-age
sequence of volcanic flows, tuffs, tuff breccias, intrusive breccia pipes, dikes
and irregular intrusive masses ranging in composition from rhyolite to latite. A
quartz  monzonite  porphyry  intrudes the slightly older  volcanic  sequence and
sedimentary  rocks along the east margin of the property.  The Tertiary magmatic
event is  believed to have  resulted  from a large  caldera  that  occupies  the
northwest flank of the range.  Within this topographic zone, several large areas
of volcanic rocks,  abundant dikes, small intrusions and three breccia pipes are
preserved.

ALTERATION - BET CLAIMS

Hydrothermal alteration features of varying types and intensities are widespread
throughout   the  Whisky  Canyon  area.  The   alteration   types  include:   1)
silicification,   2)  quartz   veining   and   stockwork   zones,   3)   sulfide
mineralization,  4) sericitic and argillic  clay  alteration,  5)  calc-silicate
mineral formation in calcareous  rocks, and 6) supergene  oxidation of sulfides.
The  introduction  of quartz as the  groundmass of various types of rocks and in
more  coarsely  crystalline  veins  is the  most  important  alteration  feature
associated  with  hydrothermal  mineralization.   Fine-grained  quartz  replaced
sedimentary   rocks  along   fracture   and  shear  zones.   The   intensity  of
silicification is variable and ranges from complete  jasperoidal  replacement to
silicification mixed with sericitic and argillic clays and quartz veinlets.  The
silicified zones commonly contain sulfide minerals including pyrite, pyrrhotite,
arsenopyrite and the copper-bearing  minerals chalcopyrite and tetrahedrite.  In
surface  outcrops  the  sulfide  minerals  are  commonly  altered  to iron oxide
minerals. Calcite, quartz and barite gangue minerals occur with the quartz.

The quartz veins and stockwork  veinlet zones  contain  individual  sulfide-rich
veins ranging in width from less than 1 mm to several tens of meters. The quartz
is  fine-grained,  gray and glassy,  and contains  ubiquitous  sulfide-sulfosalt
minerals.  Pyrite,  pyrrhotite,  and  arsenopyrite  are most abundant within the
mineralized  veined zones.  Base metal  sulfide and sulfosalt  minerals are less
common and include:  chalcopyritre,  sphalerite, galena. The vein mineralization
is discussed in more detail below in the section of mineralization.

Sericitic and argillic clay  alteration  commonly occur with both groundmass and
vein-type  hydrothermal  silicification.  The  siliceous  clastic host rocks are
commonly bleached and variably altered to secondary clays.  Sericitic alteration
is most common closest to the most intense zones of  silicification  and because
it  contains  introduced  quartz and pyrite,  it is very  similar to the phyllic
alteration zones related to  porphyry-style  mineralization.  Argillic clays are
intermixed with silica in less strongly altered areas and are commonly  crosscut
by quartz microveinlets and contain both disseminated and massive concentrations
of secondary iron oxide minerals.

Calc-siliciate  minerals are well  developed  in the  calcareous  clastic  rocks
exposed in Rocky  Canyon and to a lesser  degree in Whisky  Canyon to the north.
Most  of  the  exposed  rocks  are   calc-silicate   hornfels  that  consist  of
recrystallized host rocks containing quartz, diopside,  epidote and fine-grained
actinolite  (+tremolite)  in fractures and in veins in association  with calcite
and quartz.


                                       16
<PAGE>

MINERALIZATION - BET CLAIMS

Two main  types of  mineralization  are  present  on the BET Claims 1 - 23: 1) a
silver-base  metal  type,  and 2) a  gold-silver-arsenic  type with  minor  base
metals. The two types show an apparent regional zonation.  Type 1 is most common
and strongest or best developed from the BET Claims.  The type 2 is prominent at
the BET Claims and southward into Rocky Canyon.

The silver-dominant  mineralization was the focus of most of the historic mining
activity and was centered at the Betty O'Neal mine and surrounding  area. Silver
mineralization occurs in  quartz-calcite-barite-sulfide  veins ranging from less
than 1 cm to tens of  meters  in  width.  Many of the  veins  were  hundreds  to
thousands  of feet long and were  worked  down-dip  for many  hundreds  of feet.
Well-defined,  prominent,  structurally-controlled  veins  eventually  exhibit a
transition  along  strike  and  down-dip  into thin,  poorly-defined  veins that
commonly  grade  into   quartz-calcite   stringer  or  stockwork   zones  before
disappearing  altogether.  Most veins exhibit a crude banding,  with calcite and
barite in contact  with the  wallrocks  and milky  white  massive  to  colorless
crystallized  quartz in the  center  of the  veins.  The  internal  quartz  zone
commonly is brecciated and contains open spaces lined with  crystallized  quartz
and sulfide  minerals.  Almost all of the sulfide minerals are restricted to the
quartz  portion  of  the  veins.  The  sulfide  mineralogy   includes:   pyrite,
tetrahedrite  (freibergite),  galena, sphalerite,  chalcopyrite,  stephanite and
stibnite.

Gold  mineralization  occurs in veins,  fault breccia zones, and low-angle shear
zones and is most abundant at the head of Whisky Canyon formerly optioned by the
Company.  Similar  mineralization  is also exposed south of Whisky Canyon in the
Rocky Canyon drainage and in the Lucky Rocks area. Most of the early exploration
for gold and  production  from high grade ore took place between the late 1880's
and 1920's.  The Celestine O'Neal mine at the head of Whisky Canyon was the site
of intermittent mining through about 1923.

The gold mineralized zones occur as  steeply-dipping  high-angle veins and fault
breccias  and as low  angle-shear-breccia  zones.  Most  mineralized  veins  and
high-angle breccias zones are relatively narrow (less than 1 to about 20 feet in
width),  while the  low-angle  shear-breccia  zones are  typically  2 to 50 feet
thick. The vein and  steeply-dipping  fault breccia  mineralization  consists of
varying  mixtures  of quartz and  calcite  gangue  containing  abundant  sulfide
minerals.  The sulfide  minerals  include  pyrite,  arsenopyrite,  chalcopyrite,
sphalerite and  tetrahedite.  Secondary  copper minerals occur in oxidized zones
with iron oxide minerals and scorodite.  Low angle zones contain  mineralization
that is generally less distinctive and contains abundant clay minerals.  Most of
the shear zone  mineralization  is more intensely  oxidized relative to the vein
mineralization.  The  silver  content  of the  veins is  variable.  Values up to
several ounces silver per ton are common.

GEOCHEMISTRY - BET CLAIMS

Amounts  of gold  (greater  than 1 gram  per ton)  occur  in both  rock and soil
samples east of the drilled area in Whisky Canyon.  The anomaly extends east for
at least  2500 feet from the  drilled  zone.  The size of the  anomaly is poorly
defined  because of limited  rock and soil  sampling  completed  in this area to
date. The eastward extension  significantly increases the size of the known area
of anomalous gold mineralization.

PROPERTY ACQUISITION, AMATA PROJECT

In June 2004 the  Company  entered  into an  option  assignment  agreement  (the
"Option  Agreement") with Minera Koripampa del Peru S.A.  ("Koripampa")  whereby
the Company  obtained  the right to acquire a 100%  interest in certain  mineral
rights approximating 10,300 hectares and situated in the Department of Moquegua,
Coalaque District,  Peru (the "Amata Property")  originally granted to Koripampa
by Rio Tinto Mining and Exploration  Limited ("Rio Tinto")  pursuant to a Letter
of Understanding ("LOU") between Koripampa and Rio Tinto. Pursuant to the Option
Agreement,  the Company has assumed all of the rights and obligations  under the
LOU. In order to exercise its option to acquire the Amata Property,  the Company
must  complete work  expenditures  and submit  payments in  accordance  with the
following table:


                                       17
<PAGE>

PERIOD                                                   WORK EXPENDITURE US$
-------------------------------------                 --------------------------
Year to first anniversary of the LOU                          $200,000
Year to second anniversary of the LOU                         $500,000
TOTAL                                                         $700,000

During the Option term,  payments to Rio Tinto or to Rio Tinto's  affiliates  as
per Rio Tinto's instructions in accordance with the following table:

DUE DATE                                                      PAYMENT US$
-------------------------------------                 --------------------------
On signing the LOU                                            $100,000(paid)
1 June, 2005                                                  $150,000
1 June 2006                                                   $750,000
1 June 2007                                                 $1,000,000
1 June 2008                                                  $2,00,000
TOTAL                                                       $4,000,000

Pursuant to the LOU, Rio Tinto has the right to accelerate  compliance  with the
required levels of work expenditures on the Property. Any excess in the required
level of Work  Expenditures in a given year will be carried forward and credited
towards Work  Expenditures  of the  following  year.  Should the Company fail to
comply with the annual Work  Expenditures in a given year, the Option  Agreement
will  automatically  terminate  and the  Company  will have no further  right or
obligation to the property.

Pursuant to the Option Agreement and in consideration  thereof, The Company paid
$100,000  (USD) and issued 200,000 common shares of the Company to Koripampa and
will issue an additional 200,000 common shares to Koripampa in June of 2005.

After the work  expenditures  have been  completed,  the  Company  is obliged to
deliver  notice in  writing  to Rio  Tinto  that it has  complied  with the work
expenditure  program.  Rio Tinto will then have a period of sixty (60) days from
the date of receipt of such  notice in which to elect to either:  (1) enter into
an  incorporated  joint  venture  agreement  and/or the  incorporation  of a new
company vehicle to which the Property shall be transferred after considering the
most tax efficient method of so doing, or; (2) not to enter into a joint venture
and/or  incorporation  of a new  company  vehicle,  in which  case the Option to
acquire the Property will continue to effect the transfer of the Amata  Property
to the  Company.  The LOU and  Option  Agreement  are  attached  to this 20-F as
Exhibit 4.3.

PROPERTY DESCRIPTION, AMATA PROJECT

The Amata  Project  consists  of 10,300  hectares  in the  Coaluque  district in
Moquegua,  Peru. The project hosts potential  copper-gold-silver  mineralization
and was the  subject  of a 15 hole  drill  program  conducted  by Rio  Tinto  in
2002/2003.  The  Company  plans to  re-compile  historical  data and  initiate a
geological sampling and mapping program.

EXPLORATION SUMMARY - AMATA PROJECT

In 2001,  Rio Tino  Exploration  (RTE)  secured  100%  mineral  rights  over the
prospect area which totaled 10,300 hectares and commenced exporation in the same
year.  Detailed  geological  mapping,  systematic  rock chip sampling and ground
magnetics  identified  a  large  10 X 4  kilometer  area  of  high  sulphidation
epithermal alteration with underlying porphyry type intrusives. High Ag, Mo, Cu,
Au and Hg values in rock samples  helped  identify at least six different  drill
targets (Cerro, Amata, Tinacocha,  Cayrane, Tacune, Trinchera and Palcamayo).The
first round of drilling began in December 2002 with nine reconnaissance  diamond
holes totaling 3,866 meters drilled within the six target areas.

After a small CSAMT survey and further geochemistry,  a second round of drilling
began in September 2003 with six holes totaling 2,291 meters drilled,  including
1,512 meters RC and 779 meters as diamond tails to these RC holes.

The two drill programs totaled 15 wide spaces holes.

Not all  targets  have been  tested  within  the  prospect  area and some of the
targets  have only been  tested  with very wide spaced  drill  holes.  There are
significant  chances of identifying more  mineralization and zones of high grade
precious metals in the epithermal lithocap or copper in the underlying porphyry.


                                       18
<PAGE>

GEOLOGY AND MINERALIZATION - AMATA PROJECT

The oldest rocks in the area  correspond to rocks of the costal  batholith  (544
Ma) which are overlain by Yura group sediments.  The prospect is situated within
the  volcanic  complex  of Cerro  Blanco-Cerro  Saltaoco  in the  Barroso  group
(Pleistocene) which border the batholith and overly the Yura group. The prospect
was  identified  during  the  follow  up  of TM  color  anomalies.  The  anomaly
corresponded  to a large volcanic  complex with four volcanic  edifices  aligned
NE-SE over an are of 10 X 4 kilometers.

The   alteration   is  typical  of  high   suphidation   epithermal   alteration
characterized by zones of vuggy silica and hydrothermal breccias borded by zones
of advanced argillic (silica-alunite),  argillic (quartz, kaolinite and dickite)
and  propytlitic  alteration  (epidote,  chlorite).  The  breccias  are strongly
anomalous in Ag (up to 2400 g/t). Au (up to 7.2 g/t), Hg (up to 144 ppm), AS (up
to 10000  ppm).  The  litocap  is up to 400  meters  thick and at Cerro  Amata a
breccia  pipe holds  potential  for a bulk  mineable  Ag (Au)  resource.  In the
Heurtas Valley area,  steep-dipping  silica ledges with anomalous gold have only
been  tested  twith one hole at at  Tincacocha  the  copper is still open to the
north.  Magnetic anomalies also remain untested as is the large silica body with
anomalous  geochemistry  to the north at  Apacheta.  There are also two zones of
quartz  stockwork  anomalus in Mo which  contain an advanced  argilic  overprint
representing  the halo to two  Cu-Au-Mo  porphyry  systems  (Tacune and Cayrane)
again with limted drilling

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A      RESULTS OF OPERATIONS

The  discussion and analysis in this section  compares the operating  results of
the year ended  November 30, 2003 to the year ended  November 30, 2002,  and the
year ended  November 30, 2002 to the year ended November 30, 2001, and should be
read in conjunction with the Consolidated  Financial  Statements and the related
Notes thereto provided at Item 17, Financial Statements. At the present time the
Company's   expenditures  consist  of  general  and  administrative  costs,  and
exploration  expenditures.  The Company  presently  has no  production  from its
interest in exploration concessions and has no significant revenue items.

We are involved in mineral  exploration  activities in Nevada,  USA and Peru. To
date,  we have no  revenue  from  operations.  Expenditures  related  to mineral
exploration and corporate overhead generated items are expensed. Exploration and
overhead  expenditures  fluctuate  depending  on the  exploration  stage  of our
various  projects and on the amount of  available  working  capital.  We are not
restricted in our ability to transfer funds to our subsidiaries.

The Corporation did not engage, does not currently engage, nor does it expect to
engage,  in any hedging  transactions  to protect against  fluctuations  between
Canadian and U.S. currencies. The Corporation's expenses are denominated in both
Canadian and U.S. currencies.

The following  discussion of the operating results and financial position should
be read in conjunction with the consolidated  financial  statements (and related
notes).

                                       19
<PAGE>

YEAR ENDED NOVEMBER 30, 2003

Net loss for the year ended  November 30, 2003 under US GAAP was $270,999 ( 2002
- $388,185  2001 -  $265,899).  The  comparison  of loss per  Canadian  GAAP was
calculated as follows:

                               2003       2002         2001
                               ----       ----         ----
Loss for the year per
Canadian GAAP                $263,199   $315,085     $679,437

Compensation expense on
Granting Stock Options (1)   $350,111    $73,100            -

Acquisition of
 Mineral Properties(2)              -   $ 20,186            -

Write off of mineral
Properties under CDN
GAAP                                -          -     $433,724
                                                     --------
Loss for the year
Under US GAAP                $270,999   $388,185     $265,899
                             ========   ========     ========


         (1)      Statement of Financial  Accounting Standards No 123 ("SFAS No.
                  123"),  entitled  "Accounting  for Stock Based  Compensation",
                  published by the U.S.  Financial  Accounting  Standards Board,
                  requires a company to  establish  a fair  market  value  based
                  methods of  accounting  for stock  based  compensation  plans.
                  Canadian  generally  accepted  accounting  principles  do  not
                  require the reporting of any stock based compensation  expense
                  in the Company's financial statements.

                  For   compliance   with  United  States   generally   accepted
                  accounting  principles,  the  company  uses the Black  Scholes
                  Option  Pricing  model to  determine  the fair  market  of all
                  incentive stock options at the grant date.

         (2)      Under Canadian generally accepted accounting  principles,  the
                  costs  of  acquiring  and  exploring  mineral  properties  are
                  capitalized  prior to commercial  feasibility and written down
                  if the properties are abandoned, sold or if management decides
                  not to pursue the  properties.  Under United States  generally
                  accepted  accounting  principles,  exploration and prospecting
                  costs are charged to expense as incurred,  as are  development
                  costs for  projects not yet  determined  by  management  to be
                  commercially feasible.

Total assets of the Corporation  decreased from $185,094 as at November 30, 2002
to $117,052 as at November 30, 2003.  During the year, the Corporation  received
$0 from the sale of marketable  securities,  $107,500 from a private  placement,
$33,750  from the  exercise  of  warrants  and  $44,250  from  exercise of stock
options.

In 2003, the Corporation  expended a total of $27,783 on exploration programs on
the Whisky Canyon, and Bet properties in Nevada as compared to $57,664 in 2002.

YEAR ENDED NOVEMBER 30, 2002

Net loss for the year ended November 30,2002 under Canadian GAAP was $315,085 as
compared to $679,437  for the year ended  November  30,  2001.  The  decrease in
losses  is  mainly  due to the  decreased  cost in the  acquisition  of  mineral
properties and decreased exploration costs.

The net loss for the twelve months ended November 30, 2002 was $315,085 or $0.06
per share in  comparison  with  $679,427  or $0.24 per share for the same period
ending  November  30,  2001.  The  increase  in loss is due to the  write off of
exploration  costs of the Standard  Creek  property and the write off of mineral
properties.  Fully diluted  income (loss) per share for the year ended  November
30, 2002 was ($0.06)  compared to ($0.24) for the previous year ending  November
30, 2001.


                                       20
<PAGE>

During the year ended  November 30, 2002, the  Corporation  used $256,596 of its
cash resources for operating activities and $57,664 in its investing activities.
Included in the investing  activities was $0 for mineral  properties $57,664 for
exploration  costs,  and  $0  in  costs  incurred  in  investigating   potential
investments. These activities were funded by the initial cash balance on hand at
the beginning of the year plus funds raised  during the year.  During the fiscal
year, the Corporation  received $330,500 from private  placements  $180,250 from
the  exercise  of warrants  and $12,750  from the  exercise of  incentive  stock
options. As a result, the Corporation had a negative cash flow of $315,085 and a
cash balance of $126,202 as at November 30, 2002.

YEAR ENDED NOVEMBER 30, 2001

During the year ended  November 30, 2001, the  Corporation  used $151,574 of its
cash resources for operating activities and $42,215 in its investing activities.
Included in the investing activities was $20,186 for mineral properties, $19,293
for exploration  costs, and $1,772 in costs incurred in investigating  potential
investments. These activities were funded by the initial cash balance on hand at
the beginning of the year plus funds raised  during the year.  During the fiscal
year, the Corporation received $125,000 from a private placement As a result the
Corporation  had a negative  cash flow of $679,437 and a cash balance of $59,833
as at November 30, 2001.

OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

As at February 27, 2002 we cancelled all  previously  outstanding  stock options
and issued  rights to purchase or acquire an aggregate of 505,000  Common Shares
pursuant to stock options and other outstanding  rights to purchase  securities,
including the warrants listed in Item 6.B "Director and Employee Stock Options".
The closing  market  price of the Common  Shares on November 30, 2003 on the TSX
Venture  Exchange  was $0.17.  In  February,  2004,  the Company  re-priced  all
existing stock options to $0.25 per share. In February, 2004, the Company issued
120,000 stock options exercisable at $0.25 per share to directors,  officers and
a consultant of the Company.

5.B LIQUIDITY AND CAPITAL RESOURCES

Our primary  source of funds since  incorporation  has been from the sale of our
Common Shares through  private  placements  and the exercise of incentive  stock
options and share purchase warrants.  We have no revenue from mining to date and
do not anticipate mining revenues in the foreseeable  future. We believe that we
have adequate working capital to proceed with the Company's planned  exploration
programs.

We have no loan agreements or other current  financing plans to raise additional
capital.  However,  the Board of Directors may seek to increase the  exploration
budget through  private  placements if we receive  positive  geological  results
warranting future exploration.

The Corporation  does not know of any trends,  demands,  commitments,  events or
uncertainties  that will result in, or that are reasonably  likely to result in,
the  Corporation's  liquidity  either  materially  increasing  or  decreasing at
present or in the  foreseeable  future.  Material  increases or decreases in the
Corporation's  liquidity are substantially  determined by the success or failure
of the Corporation's exploration programs or the future acquisition of projects.

From the  beginning  of fiscal 2004 to August,  2004,  the Company has  received
$2,295,000 from private  placements,  $347,950 from the exercise of warrants and
$0 from the exercise of stock  options.  The private  placements  consist of the
issuance of 850,000 common shares at $0.24 and 850,000 share  purchase  warrants
exercisable at $0.35 which expire August 2006; the issuance of 2,500,000  common
shares at $0.24 and 1,250,000  common share  purchase  warrants  exercisable  at
$0.35 which expire March 2006;  and, the issuance of 3,000,000  common shares at
$0.54 per share and 1,500,000  common share  purchase  warrants  exercisable  at
$0.80 which expire in May of 2006.

During the year ended  November 30 2003, we used $136,418 of our cash  resources
for operating activities and $27,783 in investing  activities.  These activities
were funded by initial  cash  balances on hand at the  beginning of the year and
funds raised during the year. During the fiscal year we received $107,500 from a
private placement, in which 225,000 common shares were issued at $0.30 per share
with  warrants to  purchase a further  225,000  shares at $0.42 which  expire in
November of 2005. $33,750 was received from the exercise of warrants and $44,250
from the exercise of options.


                                       21
<PAGE>

During the fiscal year 2002,  the  Corporation  received  $330,500  from private
placements  $180,250 from the exercise of warrants and $12,750 from the exercise
of incentive stock options.  The private placements consisted of the issuance of
212,000  common  shares at $0.92 per share and  212,000  common  share  purchase
warrants  exercisable a $1.20 which warrants  expired in June of 2004. A further
issuance by way of private placement  consisted of the issuance of 62,500 common
shares at $0.48 and 62,500 common share purchase  warrants  exercisable at $0.60
which warrants expire in November 2004.

During the fiscal year 2001, the  Corporation  received  $125,000 from a private
placement.  This private  placement  consisted of the issuance of 375,000 common
shares at $0.40 per share and 375,000 common share purchase warrants exercisable
at $0.48 which warrants expired in September, 2002.

5.C OFF BALANCE SHEET ARRANGEMENTS

Not Applicable

5.D TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>

                                                         Payments Due by Period

                                            Less than    1 - 3         3-5         More Than
                                            one Year     Years         Years       5 yrs

<S>                                          <C>          <C>         <C>         <C>
Contractual Obligations                       N/A         N/A          N/A         N/A
Capital (Finance) Lease Obligations           N/A         N/A          N/A         N/A
Purchase Obligation                                       See Note 1   See Note 1  N/A
Other Long Term Liabilities Reflected
In the Company's Balance Sheet under
GAAP of the primary financial statements      N/A          N/A          N/A        N/A

</TABLE>

Note 1. The Company is obliged to pay 200,000 common shares at a deemed price of
$1.22 (CDN) per share to the  principal of Minera  Koripampa del Peru company in
consideration  of the  Company's  purchase of the Amata  Project in Peru.  These
shares will be paid in July of 2005. The Company is also obliged to make certain
option payments and work commitments  until 2008, which payments are detailed in
Item 4.D "Property Acquisition, Amata Project".

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

The following  table sets forth the names and addresses of each of our directors
and  officers,   their  principal  occupations  and  their  respective  date  of
commencement  of their term.  All  directors  and officers hold office until the
next  annual  general  meeting of our  shareholders  or until  successor  can be
appointed.

                                       22
<PAGE>

<TABLE>
<CAPTION>

                                                                                   NUMBER OF
                                                                               COMMON SHARES OF
                                                                                THE CORPORATION
                                                                              BENEFICIALLY OWNED     PERCENTAGE OF
               NAME,                                                             OR DIRECTLY/         ISSUED SHARE
     MUNICIPALITY OF RESIDENCE          PRINCIPAL OCCUPATION DURING THE           INDIRECTLY          CAPITAL (3)
   AND POSITION WITH CORPORATION                PAST FIVE YEARS               CONTROLLED (2) (3)
------------------------------------- ------------------------------------- ------------------------ ---------------
<S>                                 <C>                                        <C>                      <C>
GARY FREEMAN                          President and Director of Wealth          308,807 direct           11.5%
Vancouver, British Columbia           Minerals Ltd.  from March, 2000 to       720,557 indirect
Canada                                present.  Mr. Freeman has been in
President, CEO and Director           the investment community for over
                                      18 years and has been responsible
                                      for the financing of many public
                                      companies, such as  Lion Lake
                                      Resources, Palmer Resources and
                                      Indico Technologies.   He  has
                                      worked  in the development and the
                                      structuring of projects from early
                                      stages.  Mr. Freeman began working
                                      with Wealth Minerals Ltd. in 1996
                                      and had worked as project
                                      co-coordinator on a contract
                                      basis.
------------------------------------- ------------------------------------- ------------------------ ---------------
JERRY G. POGUE                        Past President of Wealth Minerals             361,405               5.9%
Vancouver, British Columbia           Ltd.  Mr. Pogue is a self-employed
Canada                                business consultant and has been a
Director                              financier since 1994.  Mr. Pogue
                                      was previously the President, CEO,
                                      Chairman and a Director of Palmer
                                      Resources Ltd. from May, 1996 to
                                      February, 1999; Prior to 1994 was a
                                      Registered Representative with
                                      National Securities Corp., Seattle,
                                      WA, USA from 1981 to 1993
------------------------------------- ------------------------------------- ------------------------ ---------------
GIL ATZMON, (1)                       Director and Corporate  Secretary of            Nil                 N/A
San Antonio, Texas                    the Company  since  February,  2003.
                                      Mr. Atzmon is presently an independent
                                      Corporate  Finance  Consultant.  In  the
                                      past, Mr. Atzmon has served as the VP of
                                      Corporate  Development  for two publicly
                                      listed  companies,   Ivanhoe  Mines  and
                                      Dayton    Mining,    both   located   in
                                      Vancouver,  BC. Mr. Atzmon has worked in
                                      the  investment  community  as a  mining
                                      equity   portfolio    manager   and   in
                                      institutional  sales. Mr. Atzmon holds a
                                      Masters in Energy and Mineral  Resources
                                      from the  University  of Texas at Austin
                                      and a Bachelors in Geology and Geography
                                      from Columbia University.

</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>                                        <C>                      <C>
------------------------------------- ------------------------------------- ------------------------ ---------------
MICHAEL BARTLETT                      President and Owner of Leisure                  Nil                 N/A
Florida, USA                          Capital & Management Inc., a
Director                              company which specializes in the
                                      pre-development,  start-ups in  innovative
                                      strategic,    conceptual,   economic   and
                                      financial  solutions from 1989 to present;
                                      from 1998 director, chairman and President
                                      of  Indico  Technologies  Corporation,   a
                                      public company  trading on the TSX Venture
                                      Exchange; from 1996 to present,  President
                                      &  CEO   of   Creative   Entertainment   &
                                      Technologies,   Inc.,  a  public   company
                                      trading on the TSX Venture Exchange;  from
                                      January 1995 to 1996  President and CEO of
                                      National Maritime Authority
------------------------------------- ------------------------------------- ------------------------ ---------------
JON LEVER (1)                         Mr. Lever has been a Certified                45,833               .005%
VANCOUVER, B.C.,                      Management Accountant since October
CHIEF FINANCIAL OFFICER               1991. President, Lever Capital
                                      Corporation since September 1995, a
                                      private  company  providing  financial and
                                      operations management,  and regulatory and
                                      internal  financial  reporting  for public
                                      companies.  CFO of Lalo  Ventures  Limited
                                      since   February  20,  2004,  and  CFO  of
                                      Tournigan Gold Corporation  since April 1,
                                      2004.   Both  companies  are  involved  in
                                      mineral  exploration and are listed on the
                                      TSX Venture  Exchange.  Former director of
                                      Finance,   Digital  Pioneer   Technologies
                                      Corp.,  a  private  technology   equipment
                                      manufacturer,  from  April  2000 to  April
                                      2002.   Former  director  of  Consolidated
                                      Agarwal  Resources  Ltd., a public  issuer
                                      not currently  trading,  from February 26,
                                      2001 to December 31, 2003. Former director
                                      of Player Petroleum Corporation,  a public
                                      oil and gas producer, from January 1996 to
                                      March 1999.
------------------------------------- ------------------------------------- ------------------------ ---------------
</TABLE>

      (1)   Member of the Audit Committee of the Corporation

      (2)   Common   shares  and  options   beneficially   owned,   directly  or
            indirectly,  or over which control or direction is exercised,  as at
            the date hereof, based upon information furnished to the Corporation
            by individual  directors and officers.  Unless otherwise  indicated,
            such  shares or  options  are held  directly.  These  figures do not
            include  shares that may be  acquired  on the  exercise of any share
            purchase  warrants  held by the  respective  directors and officers.
            Details of options held by the  directors and officers are set forth
            under  "Options  and Other Rights to Purchase  Shares -  Outstanding
            Stock Options".

      (3)   The  directors,  officers  and other  members of  management  of the
            Corporation,  as a group  beneficially  own, directly or indirectly,
            1,436,602 Common Shares of the Corporation,  representing  18.19% of
            the total issued and outstanding Common Shares of the Corporation as
            at Sept. 22nd , 2004.

MANAGEMENT

At the Annual  General  Meeting held on August 13, 2003,  Gary Freeman,  Michael
Bartlett, Gil Atzmon , and Jerry Pogue were elected as directors of the Company.
Mr. Freeman was elected to the office of President at that time.

Gary  Freeman  provides  his services as President to the Company on a full time
basis.  The  Company  has no  other  full  or  part  time  employees  and  hires
consultants on an as needed basis.

INVESTOR RELATIONS

We have no investor relations agreements in place.

6. B COMPENSATION OF DIRECTORS AND OFFICERS

The  following  tables  set forth all  annual  and long  term  compensation  for
services in all capacities to the Corporation and its  subsidiaries  for each of
the past three completed fiscal years in respect of the Company's  directors and
members of its administrative, supervisory or management bodies.


                                       24
<PAGE>

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

--------------------- ------------------------------------------------- ------------------------------------ --------------
                                    Annual Compensation                       Long Term Compensation
                                                                                 Awards            Payouts
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
                                                                           Common
                                                                           Shares     Restricted
                                                                           Under      Shares or                All other
                                                              Other       Options\    Restricted   LTIP       Compensation
 Name and Principal      Fiscal        Salary      Bonus   Annual Comp  SARs granted  Share       Payout          ($)
      Position          Year End         ($)        ($)        ($)          (#)       Units ($)     ($)
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------

<S>                   <C>             <C>         <C>          <C>        <C>            <C>        <C>            <C>
Gary R. Freeman,      Nov 30/03        $60,000      Nil        Nil        35,000(2)
Director, President
                      Nov 30/02        $60,000      Nil        Nil       250,000         Nil         Nil          Nil

                      Nov 30/01        $60,000      Nil      $30,000

                      Nov 30/00        $60,000      Nil        Nil
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Jerry G. Pogue        Nov. 30/03       Nil          Nil        Nil        25,000(2)      N/A         N/A          N/A
Director,
                      Nov. 30/02       Nil          Nil        Nil        90,000         N/A         N/A          N/A

                      Nov 30/01        Nil          Nil        Nil        45,000         N/A         N/A          N/A

                      Nov 30/00        $51,250      N/A        N/A        45,000
                      Nov 30/99        $55,000      Nil        Nil          Nil          Nil         Nil          Nil
                      Nov.30/98        $46,000      Nil        Nil          Nil          Nil         Nil          Nil
                      Nov.30/97        Nil          Nil        Nil       100,000         Nil         Nil          Nil
                      Nov.30/96        Nil
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------

William R. Green,     Nov 30.02        Nil          Nil      $31,400      50,000
Director (3)
                      Nov30/01         Nil                   $10,000      20,000          NA         N/A          N/A

                      Nov 30/00                              $6,787
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Michael Bartlett,     Nov 30/03        Nil          Nil        Nil        20,000(2)      N/A         N/A          N/A
Director
                      Nov 30/02        Nil          Nil        Nil        50,000         N/A         N/A          N/A

                      Nov 30/01        Nil          Nil        Nil        20,000         N/A         N/A          N/A

                      Nov 30/00        Nil          Nil        Nil
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------
Gil Atzmon,           Nov 30.03        Nil          Nil        Nil        20,000(2)      N/A         N/A          N/A
Director(1)
--------------------- -------------- ------------ -------- ------------ ------------- ----------- ---------- --------------

</TABLE>

      (1)   Member of the Audit Committee

      (2)   Options were granted in February,  2004 after a reverse  stock split
            of four old shares for one new share January 14, 2004..

      (3)   William Green resigned as a director in December, 2002.

No other executive  officer  received direct or indirect  compensation  from any
source  for  services  provided  to the  Corporation  during  the most  recently
completed financial year.


                                       25
<PAGE>

From the  beginning  of fiscal  2004 to  present , G. F.  Consulting,  a private
corporation  owned by Gary Freeman  participated in a private  placement whereby
G.F.  Consulting Corp.  purchased  300,000 common shares at a price of $0.27 per
share and 150,000 warrants exercisable at $0.35. These warrants expire in August
2005.

From the  beginning  of fiscal 2004 to present,  Amergold  Investments  Inc.,  a
private  corporation  owned by Gary Freeman  participated in a private placement
whereby Amergold  Investments Inc.  purchased  200,000 common shares at a deemed
price of $0.54 per share and 100,000  share  purchase  warrants  exercisable  at
$0.80. These warrants expire in May, 2006.

In May,  2004,  Gil Atzmon,  a director  of the  Corporation  participated  in a
private  placement  whereby he purchased 15,000 common shares at $0.54 and 7,500
share purchase warrants exercisable at $0.80 until May, 2006.

During fiscal 2003, G.F. Consulting Corp., a private corporation wholly owned by
Gary Freeman, participated in a private placement whereby G.F. Consulting Corp.,
purchased 200,000 common shares at a price of $0.07 per share and 200,000 common
share purchase warrants exercisable at $0.105. These warrants expire in November
2005.

During fiscal 2003,  Jerry Pogue, a director of the Company,  participated  in a
private  placement and purchased  200,000  common shares at a price of $0.07 per
share and 200,000 common share purchase  warrants  exercisable at $0.105.  These
warrants expire in November, 2005.

During  fiscal  2002,  G.F.  Consulting  Corp.   ,participated  in  two  private
placements  whereby G.F.  Consulting  Corp.  purchased  150,000 common shares at
$0.10 per share and 238,000  common shares at $0.23 per share and 150,000 common
share purchase  warrants  exercisable at $0.15 and 238,000 common share purchase
warrants exercisable at $0.30. These warrants expire in October, 2004.

OUTSTANDING EMPLOYEE AND DIRECTOR STOCK OPTIONS AS AT SEPTEMBER 9, 2004

<TABLE>
<CAPTION>

--------------------------- ------------------ ----------------- ---------------- ------------------ -------------------
                                 NO. OF
                                 COMMON                             EXERCISE                          MARKET VALUE ON
                             SHARES SUBJECT    DATE OF GRANT/         PRICE                               DATE OF
    NAME OF OPTIONEES         TO OPTION (#)    REPRICED                 $         EXPIRY DATE          GRANT/REPRICED
--------------------------- ------------------ ----------------- ---------------- ------------------ -------------------
<S>                              <C>                  <C>             <C>                 <C>             <C>
Jerry Pogue                      90,000        March 1, 2002          $0.17       March 1, 2007          $16,150
--------------------------- ------------------ ----------------- ---------------- ------------------ -------------------
Gary Freeman                    250,000        March 1, 2002          $0.17       March 1, 2007          $34,000
--------------------------- ------------------ ----------------- ---------------- ------------------ -------------------
Gary Freeman                     35,000        Feb. 9, 2004           $0.25       Feb. 9, 2009            $8,750
Jerry Pogue                      25,000        Feb. 9, 2004           $0.25       Feb. 9, 2009            $6,250
Gil Atzmon                       20,000        Feb. 9, 2004           $0.25       Feb. 9, 2009            $5,000
Michael Bartlett                 20,000        Feb. 9, 2004           $0.25       Feb. 9, 2009             $5000
St. Andrew's Finance (1)         20,000        Feb. 9, 2004           $0.25       Feb. 9, 2009             $5000
TOTAL                           625,000                                                                 $105,650
--------------------------- ------------------ ----------------- ---------------- ------------------ -------------------
</TABLE>

(1) St.  Andrew's  Finance is a privately  owned  British  Columbia  corporation
controlled by Kathleen Martin, a contractor to the Company.

All  issuances  of  shares  for the past  three  years  are  represented  in the
Company's financial statements incorporated by reference herein.

OUTSTANDING WARRANTS FROM PREVIOUS PRIVATE PLACEMENTS


                                       26
<PAGE>

As of January,  2004, there were warrants outstanding to purchase 115,917 common
shares  exercisable at a price of $0.30 per share until June 5, 2004.  59,500 of
these  warrants  were  exercised in June of 2004,  for proceeds of $71,400.  The
balance of these  warrants  expired  in June,  2004 As at  August,  2004  37,500
warrants  exercisable  at $0.60 until  December 2004 remain  outstanding.  As at
August 2004 a further 225,000 warrants  exercisable at $0.42 remain  outstanding
until  November,  2005. A further 400,000  warrants  exercisable at $0.35 remain
outstanding until August 26, 2005. 400,000 warrants  exercisable at $0.35 remain
outstanding until March 2006 and 1,500,000 warrants  exercisable at $0.80 remain
outstanding until May, 2006. G.F.  Consulting Corp. a private  corporation owned
by Gary  Freeman owns 150,000  warrants  exercisable  at $0.35 until March 2006.
Amergold  Investments,  a private corporation owned by Gary Freeman owns 100,000
share purchase  warrants  exercisable  at $0.80 until May,  2006. Gil Atzmon,  a
director of the Corporation  owns 7,500 share purchase  warrants  exercisable at
$0.80 until May, 2006. Jon Lever, an officer of the Company owns 12,500 warrants
exercisable at $0.80 until May 2006. All other  remaining  warrants are owned by
private individuals or corporations not related to Wealth.

DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE

We have no defined benefit or actuarial plans.

TERMINATION OF EMPLOYMENT, CHANGES IN RESPONSIBILITY AND EMPLOYMENT CONTRACTS

We do not presently have any outstanding employment contracts.

MANAGEMENT AND CONSULTING CONTRACTS

We have utilized the services of Dr. William R. Green, a former  director of the
Corporation to provided  geological and consulting  services to the  Corporation
with respect to its existing  properties and in identifying  other properties of
potential interest. The Company will continue to utilize Dr. Green's services as
the need arises.  We compensate Dr. Green by payment to Mines Management Inc., a
company  owned by Dr. Green and his  associates.  The  compensation  paid to Dr.
Green is comparable to that which would have been paid for services  rendered by
unaffiliated parties.

Pursuant  to a  Letter  of  Engagement  dated  February  18,  1997  ("Letter  of
Engagement") the Corporation  engaged the geological  services of Mr. Timothy J.
Percival.  Under the  Letter  of  Engagement  the  Corporation  compensates  Mr.
Percival at a rate of $350.00  USD/day which is billed on a monthly  basis.  The
Corporation  has also agreed to reimburse Mr. Percival for all reasonable out of
pocket  expenses  which is also  billed  on a monthly  basis.  In  addition  the
Corporation  has also  agreed  to  reimburse  Mr.  Percival  a total of  $395.00
USD/month  towards office expenses.  In accordance with the Letter of Engagement
the Corporation  has agreed to pay a Finder's Fee if the  Corporation  acquires,
either by location or by negotiated  agreement,  a property  recommended  by Mr.
Percival as a result of data or general  information  supplied by Mr.  Percival.
Pursuant to an agreement  made in July,  2002, Mr.  Percival's  services were no
longer  required  and a payment  of  USD$10,000  was made to Mr.  Percival  with
respect  to any  Finder's  Fee  payable to Mr.  Percival  for any past or future
acquisitions we may make.

During fiscal 2003,  628894 B.C. Ltd., a private British  Columbia Company owned
by Kathleen Martin was compensated for  administrative  and supervisory  work in
connection with the Company's  regulatory  filings,  audit and quarterly  report
preparation and filings and business  affairs.  This compensation did not exceed
$20,000 (CDN).

COMPENSATION OF DIRECTORS

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

None of our  directors  have  received any manner of  compensation  for services
provided  in their  capacity as  directors  during the most  recently  completed
financial year with the exception of stock options granted to our directors.

PROPOSED COMPENSATION

We have determined the amount of compensation to be granted to directors for the
12 months beginning December 1, 2003 as follows:


                                       27
<PAGE>

                                          MONTHLY                     YEARLY
                                           CDN.                        CDN.
--------------------------------------------------------------------------------
Gary Freeman                              $5,000                     $60,000

Except as disclosed  above,  we have no standard  arrangement  pursuant to which
officers  or  directors  are  compensated  for their  services,  except  for the
granting  from  time to time of  incentive  stock  options  in  accordance  with
policies of the TSX Venture Exchange.

6.C BOARD PRACTICES

The  Audit  Committee  consists  of Jon  Lever,  CFO and  chairman  of the Audit
Committee,  and Gil  Atzmon.  The  Company  does not  currently  have any  other
committees.   The  Audit   Committee   reviews  all  financial   statements  and
communicates  revisions to the Board prior to any  acceptance  of the  financial
statements and filing of the statements with the Regulatory Authorities.

ITEM 7. A MAJOR SHAREHOLDERS

The Company  currently  has a total of 12  shareholders  who are resident in the
United States.  These  shareholders  own a total of 717,422 shares  representing
eight percent (8%) of the issued common shares.

Gary Freeman owns directly and  indirectly a total of 11.5% of the issued common
shares.  Mr.  Freeman's  subscription to private  placements,  exercise of stock
options and exercise of common share purchase  warrants are  attributable to Mr.
Freeman's percentage share ownership of the common shares of the Company.

7.B RELATED PARTY TRANSACTIONS

Please see Item 6.B for a summary of private  placements in which certain of the
Company's officers and directors were involved.

We pay G.F.  Consulting Corp., a company wholly owned by Gary Freeman,  for rent
and communication  expenses.  The compensation paid to Mr. Freeman is comparable
to that  which  would  have  been paid for  services  rendered  by  unaffiliated
parties.

We paid a total of $ 18,750 during the 1999 fiscal period to Mr. Gary Freeman in
consulting fees. Mr. Gary Freeman also has two separate Stock Option  Agreements
with the  Corporation,  one dated June 10, 1998 for the right to purchase 20,000
common shares at the exercise price of $0.15 per share and the other dated April
4, 2000 for the right to purchase 70,000 common shares at the price of $0.52 per
share. These options were cancelled February, 2002.

ITEM 8 FINANCIAL INFORMATION

ITEM 8.A CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 17

There  are  currently  no  legal or  arbitration  proceedings  which  may have a
significant effect on the Company's financial position or profitability.

The Company  does not pay  dividends  on the issued  common  shares and does not
intend to pay dividends on the listed common shares in the  foreseeable  future.
The  Company  does not have any  preference  shares  issued  and as such pays no
dividends on any preferred shares.

8.B SIGNIFICANT CHANGES

                                       28
<PAGE>

Other  than the  issuance  of common  shares by way of  private  placement,  the
granting of  incentive  stock  options and the payment of $100,000  (US) and the
issuance  of  200,000  common  shares  to  Minera  Koripampa  del  Peru  for the
acquisition of the Amata project,  there have been no significant  changes since
the date of the Financial Statements

ITEM 9.  THE OFFER AND LISTING

The Corporation was incorporated on October 7, 1994. The Company's Common Shares
were  listed  and posted for  trading  on the junior  capital  pool board of the
Alberta Stock  Exchange on September  22, 1995 and are currently  trading on the
TSX  Venture  Exchange  under the  trading  symbol  "WML".  Except  for a period
commencing  August 11 to  present,  the  Company's  shares have traded on NASD's
OTCBB  since 1995.  The  Company's  common  shares  currently  trade on the Pink
Sheets. From 2001 to January,  2004 the Company traded under the symbol TRDBF on
the OTCBB.  From  January  2004 to August 11, 2004,  the  Company's  shares were
traded on the OTCBB under the symbol  "WMLLF" Prior to 2001,  the Company traded
under the  symbol  TRBPF on the  OTCBB.  On August  22,  1996,  the  Corporation
acquired  the  Standard   Creek   Property  in  British   Columbia  (the  "Major
Transaction").  Upon  completion of the  Corporation's  Major  Transaction,  the
Corporation was no longer considered a junior capital pool corporation  pursuant
to the Alberta Stock Exchange Junior Capital Pool Policies, so its Common Shares
thereafter traded on the Alberta Stock Exchange, now the TSX Venture Exchange as
a normal course issuer.

HISTORICAL STOCK PRICES ON TSXV (IN CANADIAN DOLLARS)

PRICE     1999    2000    2001   2002   2003
-----     ----    ----    ----   ----   ----
HIGH      $1.09   $0.75   $0.15  $0.46  $0.37
LOW       $0.19   $0.13   $0.08  $0.10  $0.10


HISTORICAL STOCK PRICES ON TSXV (IN CANADIAN DOLLARS) QUARTERLY FROM 2002

<TABLE>
<CAPTION>

PRICE      Q1 2002  Q2 2002    Q3 2002    Q4 2002    Q1 2003    Q2 2003   Q3 2003   Q4 2003    Q1 2004   Q2 2004
---------- -------- ---------- ---------- ---------- ---------- --------- --------- ---------- --------- ---------
<S>        <C>      <C>        <C>        <C>        <C>        <C>       <C>       <C>        <C>       <C>
HIGH       $0.32    $0.46      $0.46      $0.35      $0.50      $0.30     $0.29     $0.20      $0.15     $1.20
LOW        $0.10    $0.24      $0.27      $0.12      $0.315     $0.175    $0.20     $0.09      $0.09     $0.335
</TABLE>



HISTORICAL  PRICES ON TSXV (IN CANADIAN  DOLLARS)  MONTHLY FROM FEBRUARY 2004 TO
PRESENT

<TABLE>
<CAPTION>

PRICE            FEB.  2004     MAR. 2004      APR. 2004      MAY 2004       JUN. 2004     JUL. 2004
-----            ----------     ---------      ---------      --------       ---------     ---------
<S>              <C>            <C>            <C>            <C>            <C>           <C>
HIGH             $0.35          $0.66          $1.20          $1.50          $1.35         $1.25
LOW              $0.335         $0.43          $0.64          $0.93          $1.18         $0.78
</TABLE>

HISTORICAL PRICES ON OTCBB (IN U.S. DOLLARS)

PRICE *               2001                2002                2003
-------               ----                ----                ----
HIGH                  $0.07               $0.32               $0.245
LOW                   $0.02               $0.109              $0.07


                                       29
<PAGE>

* the Company's stock was traded on the OTCBB from 1995 to 2001 under the symbol
TRBPF;  however, we are unable to access historical pricing information prior to
2001.

HISTORICAL PRICES ON OTCBB( IN U. S.  DOLLARS) QUARTERLY FROM 2002

<TABLE>
<CAPTION>

PRICE        Q1 2002    Q2 2002    Q3 2002    Q4 2002   Q1 2003    Q2 2003    Q3 2003    Q4 2003   Q1 2004    Q2 2004
------------ ---------- ---------- ---------- --------- ---------- ---------- ---------- --------- ---------- ----------
<S>          <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>       <C>        <C>
HIGH         $0.25      $0.25      $0.32      $0.155    $0.245     $0.19      $0.16      $0.11     $0.07      $1.00
LOW          $0.11      $0.15      $0.15      $0.109    $0.13      $0.13      $0.11      $0.07     $0.07      $0.48
</TABLE>

HISTORICAL  PRICES ON OTCBB (IN U.S. DOLLARS) MONTHLY FROM FEBRUARY 2004 TO JULY
31, 2004.

<TABLE>
<CAPTION>

PRICE          FEB. 2004     MAR. 2004      APR. 2004       MAY 2004      JUN. 2004       JUL. 2004
-----          ---------     ---------      ---------       --------      ---------       ---------
<S>                                            <C>            <C>           <C>             <C>
HIGH             N/A            N/A            $0.87          $0.85         $1.00           $0.85
LOW              N/A            N/A            $0.65          $0.48         $0.845          $0.85

</TABLE>

There were no trades  recorded on the OTCBB in February,  and March of 2004. The
Company has not traded on the OTCBB during the months of August and September.

The  closing  price of the  Company's  shares  on the TSX  Venture  Exchange  on
September 22nd, 2004 was $0.70 (CDN).

ITEM 10. ADDITIONAL INFORMATION

10.B ARTICLES, MEMORANDUM AND BY-LAWS OF THE CORPORATION

The Memorandum and Articles of  Incorporation,  outlining all classes of shares,
shareholder  rights,  alteration  of  rights,  privileges,   directors'  powers,
borrowing  powers of the directors  and their  ability to bind the  corporation,
sinking fund provisions,  meetings of shareholders and shareholder rights in the
event of liquidation of the Company's  assets are attached as an Exhibit and are
incorporated herein by reference.

There  are  currently  no  anti-takeover,  poison  pill  or  shareholder  rights
protections in the event of a takeover bid in place.

The by-laws of the  Company  restrict a  director's  power to vote on matters in
which  the  director  is  materially  invested.   The  directors  may  vote  for
compensation to themselves in the absence of a regular quorum; however, they are
bound by the  guidelines  of the TSX  Venture  Exchange as to the amount any one
director may receive as compensation as a director of a Tier 2 listed company. A
director of a Tier 2 listed  company may not be  compensated  by salary any more
than $5,000 per month.  The  directors  are not  restricted  in their  borrowing
powers.  There is no  requirement  for directors to own shares of the Company in
order to act as directors.

The authorized capital consists of an unlimited number of common shares ("Common
Shares") and an unlimited number of preferred shares, without par value.

A duly called and properly  constituted  meeting of the shareholders is required
in order to change any of the rights  attached to the ownership of the Company's
shares.


                                       30
<PAGE>

In order for a  shareholder's  meeting to be  properly  constituted,  sufficient
notice must be given to the shareholders, an information circular and proxy form
must be sent to each shareholder and a quorum of 5% of the issued shares must be
present by proxy or in person in order for any shareholder resolutions to pass.

10.C MATERIAL CONTRACTS

In June 2004 the Company  entered into an Option  Agreement  whereby it acquired
the option to obtain 100%  interest  in certain  mineral  rights in Peru.  For a
discussion  of the  terms  of the  Option  Agreement,  see Item  4.D,  "Property
Acquisition, Amata Project".

10.D EXCHANGE CONTROLS

There  are no laws or  legislation  which  may  effect  the  import or export of
capital including the availability of cash or cash equivalents to be used by the
Company.  Other than the standard  withholding tax, there are no other laws that
affect the remittance of dividends,  interest, or other payments to non-resident
holders of the Company's shares.

10.E TAXATION

ALL  PROSPECTIVE  INVESTORS  ARE ADVISED TO CONSULT  THEIR OWN TAX ADVISORS WITH
RESPECT TO THE SPECIFIC TAX CCONSEQUENCES OF PURCHASING THE COMMMON SHARES

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES INVESTORS

The  following  is a  summary  of the  principal  Canadian  federal  income  tax
consequences  to a  shareholder  of  acquiring,  holding and disposing of common
share  where,  for the  purposes of the ITA,  the holder (a) is not  resident in
Canada,  (b) does not,  and is not deemed to,  carry on business in Canada,  (c)
holds common shares as capital property,  and (d) is the beneficial owner of the
common shares,  and where, for the purposes of the  Canada-United  States Income
Tax Convention  (1980) (the  "Convention"),  the  shareholder is resident in the
United States.

The summary is based on the current  provisions  of the ITA and the  regulations
thereunder  and on the  Company's  understanding  of the current  administrative
practices of Canada  Customs and Revenue  Agency.  The provisions of the ITA are
subject to the provisions of the Convention. The summary also takes into account
all specific proposals to amend the ITA and the regulations  thereunder publicly
announced  by the  Minister  of Finance of Canada  through  November  1997.  The
summary does not otherwise  take into account or anticipate  any changes in law,
whether by legislative, governmental or judicial decision or action, nor does it
take into account or consider any provincial,  territorial or foreign income tax
considerations.  The summary is of a general nature only and is not a substitute
for independent advice from a shareholder's own tax advisors.

DIVIDENDS ON COMMON SHARES

Under the ITA,  a  nonresident  of  Canada  is  generally  subject  to  Canadian
withholding  tax at the rate of 25% on the  gross  amount of  dividends  paid or
credited to him by a corporation  resident in Canada.  The Convention limits the
rate to 15% of the gross amount of the dividends if the  shareholder is resident
in the United  States  and the  dividends  are  beneficially  owned by him.  The
Convention  further  limits the rate to 10% of the gross amount of the dividends
if the shareholder is also a corporation that  beneficially owns at least 10% of
the voting stock of the payor corporation.

The Convention generally exempts from Canadian withholding tax dividends paid to
a religious,  scientific, literary, educational or charitable organization or to
an  organization  exclusively  administering  a pension,  retirement or employee
benefit fund or plan, if the  organization  is resident in the United States and
exempt from income tax under the laws of the United States.  However,  the payor
of such  dividends  may still be required  to  withhold  and remit tax to Canada
Customs  and  Revenue  Agency  (which  is  refundable  upon  application  by the
organization)  unless the  organization has obtained a valid letter of exemption
from Canada Customs and Revenue Agency.  Organizations  in possession of a valid
letter of exemption are normally listed in Revenue Canada's annual  publication,
"List of United States Organizations Exempt from Canadian Non-Resident Tax under
Article XXI (1) of the Canada-United States Tax Convention."


                                       31
<PAGE>

DISPOSITION OF COMMON SHARES

The proceeds of disposition  to a nonresident of Canada from the  disposition of
common shares will be the sale price  therefore.  However,  if common shares are
purchased  by the Company  from a  nonresident  of Canada  other than in an open
market in the manner in which shares would  normally be purchased by the public,
the proceeds of  disposition  to the  shareholder  will generally be the paid-up
capital of the  common  shares and the  balance  of the price  received  will be
deemed to be a dividend  and taxable as  described  under  "Dividends  on common
shares."

Under the ITA only capital gains and capital losses  realized on the disposition
of `taxable Canadian property" are taken into account by a nonresident of Canada
in computing income. The common shares will constitute taxable Canadian property
to a  nonresident  of Canada in a particular  time, if any time in the preceding
five  year,  25% or more of the  issued  shares  of any  class or  series of the
capital stock of the Company  belonged to the  non-resident  person,  to persons
with  whom  the  non-resident  person  did not deal at  arm's  length  or to the
non-resident person and persons with whom he did not deal at arm's length.

The  capital  gains (or  capital  loss) of a  non-resident  of  Canada  from the
disposition  of common shares that are "taxable  Canadian  property" will be the
amount,  if any,  by which  his  proceeds  of  disposition,  less  any  costs of
disposition,  exceed (or are far less than) the adjusted cost base of the common
shares to the holder  immediately  prior to the  disposition.  The  portion of a
capital gain (the "taxable capital gain") and the portion of a capital loss (the
"allowable  capital  loss")  required to be taken into  account  currently is as
follows:

July 1, 1999 - February 27, 2000 - 75%
February 28, 2000 - October 17, 2000 - 66 2/3%
October 18, 2000 - December 31, 2000 - 50%

Any allowable  capital loss  realized by the  shareholder  will,  subject to the
rules in the ITA which  deny or  restrict  the  ability to  utilize  losses,  be
deductible from taxable capital gains realized by the shareholder in the current
tax year, the three preceding taxation years or future taxation years.

The Convention  relieves Unites States residents from liability for Canadian tax
on capital gains derived from a disposition of common shares unless:

      (a)   their value is derived principally from real property in Canada;

      (b)   the holder was resident I Canada for 120 months during any period 20
            consecutive  years  preceding,  and at any time  during the 10 years
            immediately preceding, the disposition and the common shares (or, in
            certain  circumstances,  property  for which the common  shares were
            substituted)  were  owned by him when he  ceased to be  resident  in
            Canada; or,

      (c)   they   formed  part  of  the   business   property  of  a  permanent
            establishment  the holder has or had within the 12 months  preceding
            disposition,  or  pertained to a fixed base the holder has or had in
            Canada, or was available to the United States resident in Canada for
            purposes of performing  independent  personal services within the 12
            month preceding the disposition.

We do not believe that the value of our shares is derived  principally from real
property in Canada.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO UNITED STATES INVESTORS

The following  general  discussion  sets forth a summary of the material  Unites
States  federal  income tax  consequences  that are  applicable to the following
persons  who  invest  in  and  hold  common  shares  as  capital  assets  ("U.S.
Shareholders"):  (i) citizens or residents (as specifically  defined for federal
income tax purposes) of the United States,  (ii)  corporations  or  partnerships
created or organized in the United States or under the laws of the Unites States
or of any state and (iii)  estates  or trusts  the income of which is subject to
Unites States federal income taxation  regardless of its source. This discussion
does not deal  with (a) all  aspects  of  federal  income  taxation  that may be
relevant  to a  particular  U.S.  Shareholder  based on such U.S.  Shareholder's
particular  circumstances  (including  potential  application of the alternative
minimum tax), (b) certain U.S.  shareholders  subject to special treatment under
the  federal  income  tax laws or  foreign  individuals  or  entities,  (c) U.S.
Shareholders owning directly or by attribution 10% or more of the common shares,
or (d) any aspect of state,  local or non-United States tax laws.  Additionally,
the  following  discussion  assumes that the Company will not be classified as a
"foreign  personal  holding company" under the Internal Revenue Code of 1986, as
amended (the "Code")


                                       32
<PAGE>

PASSIVE FOREIGN INVESTMENT COMPANY

For any  taxable  year of the  Company,  if 75% or more of the  Company's  gross
income is  "passive  income"  (as defined in the Code) or if at least 50% of the
Company's  assets, by average fair market value (or by adjusted income tax bases
if the Company  elects),  are assets that produce or are held for the production
of passive  income,  the Company will be a Passive  Foreign  Investment  Company
("PFIC").  The Company  may be a OFIC and, if so, may  continue to be a PFIC for
the foreseeable future.

A U.S. Shareholder of a PFIC is subject to special U.S. federal income tax rules
in Sections 1291 to 1297 of the Code. As described  below,  these provisions set
forth two alternative tax regimes at the election of each such U.S. Shareholder,
depending  upon  whether the U.S.  Shareholder  elects to treat the Company as a
"qualified electing fund" (a "QEF Election")

U.S.  SHAREHOLDERS ARE STRONGLY URGED TO CONSIDER MAKING A QEF ELECTION TO AVOID
CERTAIN POTENTIALLY SIGNIFICANT ADVERSE U.S. TAX CONSEQUENCES

1. The QEF Election Alternative

Each U.S.  Shareholder  is  strongly  urged to  consider  making a QEF  Election
because of the potential  benefits of such election that are discussed below and
because the Company  anticipates  that it will not have any earnings and profits
(as computed for United  States  federal  income tax  purposes)  for the current
taxable year and little,  if any,  earnings  and profits for any future  taxable
year in which the Company is a PFIC. (There can be no assurance,  however,  that
this will be the case.)  Accordingly,  the timely  making of the QEF Election as
discussed below,  generally should, subject to the discussion below under "Other
"PFIC Rules",  avoid any  significant  adverse  United States federal income tax
consequences  resulting  form  any  classification  of the  Company  as a  PFIC,
although  this  may  depend  on  a  particular  U.S.  Shareholder's   particular
circumstances.

A U.S.  Shareholder  who elects in a timely manner to treat the Company as a QEF
(an "Electing U.S. Shareholder") will be subject under Section 1293 of the Code,
to current  federal  income tax for any  taxable  year in which the Company is a
PFIC (or is treated  as a PFIC with  respect  to the U.S.  shareholder)  on such
Electing  U.S.  Shareholder's  pro rata share of the  Company's (i) "net capital
gain" (the  excess of net long term  capital  gain over net  short-term  capital
loss),  which  will be taxed as  long-term  capital  gain to the  Electing  U.S.
Shareholder  and (ii)  "ordinary  earnings"  (the excess of earnings and profits
over net capital gain),  which will be taxed as ordinary  income to the Electing
U.S. Shareholder,  in each case, for the shareholder's taxable year in which (or
with which) the Company's  taxable year ends,  regardless of whether such amount
actually are distributed. An Electing U.S. Shareholder,  however, would not take
into  account  any income with  respect to any  taxable  year of the Company for
which it has no earnings and  profits.  Adjustments  are  provided  generally to
prevent double taxation at the time of later distributions on or dispositions of
common shares.

The QEF election  also allows the electing  U.S.  Shareholder  to (i)  generally
treat any gain  realized on the  disposition  of common  shares (or deemed to be
realized on the pledge of such  shareholder's  common  shares) as capital  gain;
(ii) treat such  shareholder's  share of the Company's net capital gain, if any,
as long-term capital gain instead of ordinary income;  (iii) probably  (although
in the absence of  regulations  this  matter is not free from doubt)  retain the
case of an individual Electing U.S. Shareholder,  the "step-up" in the tax basis
of  common  share to the fair  market  value of such  shares on the date of such
Electing U.S.  Shareholder's death (which would otherwise not be retained);  and
(iv) generally avoid interest charges resulting from PFIC status altogether.

In the event the Company is deemed a PFIC,  the  Company  intends to comply with
the reporting  requirements  prescribed by Treasury regulations.  In particular,
the Company will  maintain  information  so that the  ordinary  earnings and net
capital gain of the Company may be determined.  However,  future regulations may
contain  reporting and  record-keeping  requirements that are so onerous that it
would not be  practicable  for the Company to comply.  If,  after  review of the
requirements,  the company  decides  not to comply with the PFIC  record-keeping
requirements, the company will so notify its shareholders.


                                       33
<PAGE>

A QEF election must be made by attaching  the  following  document to the timely
filed US.  Federal  income  tax return  for the first  taxable  year of the U.S.
Shareholder  in which or with which a taxable  year of the company  during which
the Company was a PFIC and the U.S.  Shareholder held (or was considered to have
held) common shares ends:  (i) a "Shareholder  Section 1295 Election  Statement"
executed by the U.S.  Shareholder,  (ii) a "PFIC Annual  Information  Statement"
received by the U.S.  Shareholder  from the Company,  and (iii) a Form 8621.  In
addition,  the Electing  U.S.  Shareholder  must file a copy of the  Shareholder
Section 1295 Election  Statement with the Internal Revenue Service Center,  P.O.
Box 21086, Philadelphia,  PA 19114. In the case of common shares owned through a
U.S. entity, the election is made at the entity level.

The following three paragraphs apply to Electing U.S. Shareholders:

Dividends Paid on Common shares.  Dividends paid on common shares (including any
Canadian  taxes  withheld) to an Electing  U.S.  Shareholder  will be treated as
ordinary  dividend  income for United States  federal income tax purposes to the
extent of the  Company's  current  and  accumulated  earnings  and  profits  (as
computed for U.S.  federal income tax purposes)  unless paid out of earnings and
profits that were taxed to the Electing  U.S.  Shareholder  under the QEF rules.
Such dividends generally will not qualify for the  dividends-received  deduction
available to corporation. Amounts in excess of such earnings and profits will be
applied against the Electing U.S.  Shareholder's tax basis in the common shares,
and to the extent in excess of such tax basis,  will be treated as gain from the
sale or exchange of such common shares.

Credit for Canadian  Taxes  withheld.  Subject to the  limitations  set forth in
Section 904 of the Code (which  generally  restricts the availability of foreign
tax credits to a U.S. Shareholder's tax liability attributable to foreign source
income of the same type as the income with respect to which the tax was imposed,
as determined  under complex U.S. tax rules),  the Canadian tax withheld or paid
with  respect to  dividends  on the common  shares  generally  may be taken as a
foreign tax credit again United States  federal income taxes by an Electing U.S.
Shareholder  who chooses to claim such a credit for the taxable  year.  Electing
U.S.  Shareholders  who do not choose to claim foreign tax credits for a taxable
year may claim a United  States  Tax  deduction  for such  Canadian  tax in such
taxable year.

Disposition of common  shares.  Any gain or loss on a sale or exchange of common
shares by an Electing U.S.  Shareholder will be capital gain or loss, which will
be long-term  capital gain or loss if the common  shares have been held for more
than one year, and otherwise  will be short-term  capital gain or loss. The sale
of common  shares  through  certain  brokers  may be subject to the  information
reporting and back-up withholding rules of the Code.

2. The Non-QEF Alternative

If a U.S.  Shareholder does not timely make a QEF election for the first taxable
year of the Company  during which he holds (or is considered to hold) the common
shares  in  questions  and  the  Company  is  a  PFIC  (a   "Non-electing   U.S.
Shareholder"),  then special rules under  Section  1291of the Code will apply to
(i) gains realized on the  disposition  (or deemed to be realized by reason of a
pledge) of common shares, and (ii) certain "excess distributions" (as defined in
the Code) by the  Company.  The  Company has never made any  distributions  with
respect  to the  common  shares  and it does  not  anticipate  making  any  such
distributions  in  the  foreseeable  future.  A  non-electing  U.S.  Shareholder
generally  would be required to pr-rate all gains realized on the disposition of
common  shares  and all  excess  distributions  over such  shareholder's  entire
holding period of the common shares. All gains or excess distributions allocated
to prior years of the U.S. Shareholder (provided that such periods are not prior
to the first day of the  first  taxable  year of the  Company  during  such U.S.
Shareholder's  holding period and beginning after December 31, 2986 for which it
was a PFIC)  would be taxed at the  highest  tax rates for each such  prior year
applicable  to ordinary  income.  (Special  foreign tax credit  rules apply with
respect to  withholding  taxes  imposed on  amounts  that are  treated as excess
distributions.)  the  Non-electing  U.S.  Shareholder  also  would be liable for
interest on the foregoing  tax liability for each such prior year  calculated as
if  such  liability  had be due  with  respect  to  teach  such  prior  year.  A
non-electing U.S. Shareholder that is not a corporation must treat this interest
charge as "personal  interest" which is non-deductible.  The balance of the gain
or the excess distribution will be treated as ordinary income in the year of the
disposition or distribution and no interest charge will be incurred with respect
to such balance.

If the company is a PFIC for any taxable year during which a  Non-electing  U.S.
Shareholder  holds (or is  considered to hold) common  shares,  then the Company
will continue to be treated as a PFIC with respect to such common  shares,  even
if it is no longer  definitely  a PFIC.  A  Non-electing  U.S.  Shareholder  may
terminate  this deemed PFIC status by electing to recognize  gain (which will be
taxed under the rules discussed above for Non-electing U.S.  Shareholders) as if
such common  shares had been sold on the last day of the last  taxable  year for
which it was a PFIC.  Certain other elections are also available to Non-electing
U.S. Shareholders.

                                       34
<PAGE>

Other PFIC Rules:

Certain special,  generally adverse, rules will apply with respect to the common
shares while the Company is a PFIC,  regardless of whether the common shares are
held (or considered to be held) by an Electing or Non-electing U.S. Shareholder.
For example,  under Section 1297(b)(6) of the Code, a U.S.  Shareholder who uses
PFIC stock as security for a loan (including a margin loan) will,  except as may
be provided in regulations,  be treated as having made a taxable  disposition of
such stock. In addition, under Section 1291(f) of the Code, the Treasury has the
authority to issue  regulations  that would treat as taxable  certain  transfers
that are  generally  not so  treated,  such as  gifts,  exchanges,  pursuant  to
corporate reorganizations, and transfers at death, although it is not clear that
such authority extends to transfers by Electing U.S. Shareholders.

FUTURE DEVELOPMENTS

The foregoing  discussion is based on existing  provisions of the Code, existing
and proposed  regulations  thereunder,  and current  administrative  rulings and
court  decisions,  all of which are subject to change.  Any such  changes  could
affect the validity of this  discussion.  In  addition,  the  implementation  of
certain aspects of the PFIC rules requires the issuance of regulations  which in
many  instances  have not yet been  promulgated  and which may have  retroactive
effect.  Furthermore,  legislation has bee proposed which would replace the PFIC
provisions with a consolidated  anti-deferral regime. While this legislation was
vetoed, it may be re-introduced in subsequent years.

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

Not Applicable

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

Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

Gary  Freeman,  President  and CEO of the  Company,  and Jon Lever,,  CFO of the
Company, after evaluating the effectiveness of the Company's disclosure controls
and procedures (as defined in U.S. exchange Act Rule 13a-14(c)) as of the end of
the period covered by this form 20-F,  have concluded that, as of such date, the
Company's  disclosure  controls  and  procedures  were  effective to ensure that
material  information  relating  to the Company was made known to them by others
within the Company during the period in which this Form 20-F was being prepared.

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

                                       35
<PAGE>

ITEM 16. A AUDIT COMMITTEE FINANCIAL EXPERT

Jon Lever is our audit committee  financial expert.  Mr. Lever is independent of
the Company as he does not serve on its Board of  Directors.  Since Mr.  Lever's
appointment  as CFO, in September 2004 he has received no  compensation  for his
services to the Company as the CFO. His compensation  for financial  services in
fiscal 2003 did not exceed $10,000.  He has received  compensation for financial
services  to the Company in the amount of $7,900 CDN from the end of fiscal 2003
to date.

16 B. CODE OF ETHICS

The  Company  has  prepared a code of ethics  for its CEO,  CFO,  Directors  and
Officers which is included herein as Exhibits.

16 C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The nature of the services provided by Sadovnick, Telford and Skov under each of
the categories indicated in the table is described below.
<TABLE>
<CAPTION>

Principal Accountant Service    For the fiscal year ended November      For the fiscal year ended 2002
                                30, 2003
------------------------------  --------------------------------------- --------------------------------------
<S>                             <C>                                     <C>
Audit Fees                      $21,400.00                              $16,050.00
------------------------------  --------------------------------------- --------------------------------------
Audit Related Services
------------------------------  --------------------------------------- --------------------------------------
Tax Fees                        $9,195.00                               $7,169.00
------------------------------  --------------------------------------- --------------------------------------
All Other Fees                  $5,350.00

</TABLE>

AUDIT FEES

Audit fees were for  professional  services  rendered by Sadovnick,  Telford and
Skov for the audit of the Registrant's annual consolidated  financial statements
and services  provided in connection  with  statutory and  regulatory  filing or
engagements.

AUDIT RELATED FEES

Audit related fees were for assurance and related services reasonably related to
the performance of the audit or review of the annual consolidated  statements or
bi-annual states that are not reported under "Audit Fees" above.

TAX FEES

Tax fees were for tax  compliance,  tax  advice  and tax  planning  professional
services.  These services  consisted of: tax compliance  including the review of
tax returns,  and tax planning and advisory services relating to common forms of
domestic and  international  taxation (i.e.  income tax,  capital tax, goods and
services tax, payroll tax and value added tax).

ALL OTHER FEES

Fees  disclosed in the table above under the item "all other fees" were incurred
for  services  other  than  the  audit  fees,  audit-related  fees  and tax fees
described  above.  These  services  consist  of  assistance  in the  review  and
documentation of processes and controls.

PRE-APPROVED POLICIES AND PROCEDURES

It is within the  mandate of the  Registrant's  Audit  Committee  to approve all
audit  and  non-audit   related  fees.  The  Audit  Committee  has  pre-approved
specifically  identified  non-audit related services,  including tax compliance,
review of tax returns and  documentation  of processes and controls as submitted
to Audit Committee from time to time. The auditors also present the estimate for
the annual  audit  related  services  to the  Committee  for  approval  prior to
undertaking the annual audit of the consolodated financial statements.


                                       36
<PAGE>

                                    PART III


ITEM 17.          FINANCIAL STATEMENTS

The following financial statements are attached and incorporated herein:

DESCRIPTION OF STATEMENT

Consolidated  Balance  Sheets,  Statements  of Loss  and  Deficit  Statement  of
Resource  Properties,  Statement of Changes in  Financial  Position and Notes to
Consolidated  Financial  Statements,  all for years ended  November 30, 2003 and
2002 and 2001

ITEM 18. FINANCIAL STATEMENTS

See Item 17

ITEM 19. EXHIBITS


EXHIBIT NUMBER


                                                                            PAGE

1.1  Certificates of Name Change dated July 18, 1996 and October 17, 1996.    *
1.2   Certificate of Incorporation dated October 7, 1994.                     *
1.3   Articles (Bylaws) of the Corporation                                    *
1.4   Amendments to Articles of the  Corporation,  dated July 18, 1996 and
      October 16, 1996                                                        *
2.1   Option Agreements between the Corporation and Management,  Employees
      and Director.                                                           *
4.1   Mining Lease and Option  Agreement  between St. George Metals,  Inc.
      and Triband Resource US Inc. dated June 29,1998                         *
4.2   Letter of Engagement dated February 18, 1997 between the Corporation
      and Timothy J. Percival.                                                *


                                       37
<PAGE>

4.3   Option  Assignment  Agreement between Minera Koripampa del Peru S.A.
      and Wealth Minerals dated July 6, 2004
4.4   CEO Code of Ethics
4.5   CFO Code of Ethics
4.6   Directors and Officers Codes of Ethics
5.1   Certificate  of  Name  Change  and  Amendment  to  Articles  of  the
      Corporation dated August 22, 2001                                       *
5.2   Certificate of  Amendment and Name Change  of the Corporation dated
      December 12, 2003                                                       *
12.1  President 302 Certification
12.2  Director 302 Certification
13.1  President 906 Certification
13.2  Director 906 Certification
14.1  Koripampa Letter
14.2  Amata Agreement

*     The exhibits  included in the  Registrant's  original Form 20-F are hereby
      incorporated by reference.


                                       38
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant  certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

WEALTH MINERALS CORP.



By: /s/ Gary R. Freeman
    -----------------------
    Gary R. Freeman,
    President

Date: May 27 2004.
Amended September 22, 2004.


                                       39