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



Form 10-KSB/A

[X ]ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2003[    ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________________ to _____________Commission file number _0-33065________________________




Golden Patriot, Corp.
      Name of Small Business IssuerNevada
    
(State or other jurisdiction of incorporation or organization)98-0216152
(I.R.S. Employer Identification No.)Suite 1205, 789 West Pender Street
Vancouver, British Columbia
    (Address of principal executive offices)V6C 1H2
    (Zip Code)Issuer's telephone number: (604) 443-0627Securities registered under Section 12(b) of the Exchange Act:  NoneSecurities registered under Section 12(g) of the Exchange Act:Common Shares, $0.001 par value(Title of class)


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



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



The issuer had no revenues for the year ended April 30, 2003.



The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 25, 2003, based on the closing trading price of the day of $0.10 for the issuer's Common Shares, $0.001 par value (the
"Common Shares") was $551,485.



The number of shares outstanding of the issuer's common equity, as of July 25, 2003, was 10,521,521.



Transitional Small Business Disclosure Format (Check one):               
Yes_______    No  X

1

---

Certain statements in this Annual Report on Form 10-KSB, or the Report, are "forward-looking statements."  These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of Boundaries Capital, Inc.,  a Nevada corporation (referred to in this Report as
"we," "us" or "our,") and other statements contained in this Report that are not historical facts.  Forward-looking statements in this Report or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, or the SEC, reports to our shareholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.  Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations.  When used in this Report, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements.  Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under "Risk Factors."

PART I

Item 1.

Description of Business.

History and Organization:



We are a corporation organized under the laws of the State of Nevada on November 24, 1998, to explore and develop or participate in the exploration and development of oil and gas properties in California.  We were incorporated under the name
"Herrimen Oil & Gas Inc." and our articles were amended on April 2, 2003 to change our name to
"Boundaries Capital, Inc."  Please refer to Exhibit 2 (ii) to view our Certificate of Amendment to our Articles of Incorporation.



Expansion Strategy



We intend to continue to acquire interests in properties and leases with the intent of participating in the exploration for oil and gas primarily in, but not limited to, California.  We anticipate that we will fund the costs of these acquisitions and developments through future purchases of common stock by private investors.  If funds become available from revenues from producing oil and gas wells (which is currently not the case) then those funds may be made available for expansion and for increasing production facilities.



Over the last two fiscal years we have not spent any money on exploration and development.



Employees.  We currently have one full-time employee.  We have experienced no work stoppages and believe that our employee relations are good.



Glossary



Barrel of Oil - 42 U.S. Gallons at 60"F. A net barrel refers to a quantity of oil net of the BS&W content.



Blowout - An uncontrolled flow of oil, gas, water or mud from a wellbore caused when drilling activity penetrates a rock layer with natural pressures greater than the drilling mud in the borehole.



Completion (well) - All operations (tubing, installation of valves, wellhead, etc.) to bring a production well into operation.



Exploration - Any method used to discover new oil and gas fields.



Exploration well - Well drilled to find an oil field.

2

---



Farmout Agreement - An agreement between operators whereby the owner (farmer) not wanting to drill a property agrees to assign all or part to the operator (farmee) desiring to drill; farmee assumes the obligation to drill one or more wells on the property to earn the assignment.



Fee Simple Ownership- An estate of inheritance without limitation. This form of estate is not qualified by any other interest and, upon the owner's death, passes unconditionally to the heirs.



Gravity (Specific Gravity) - The measure of oil density that is used in price determination.



Joint Operating Agreement (JOA) - An agreement governing the operations of most jointly-owned properties/facilities.



Lease - (1) A legal instrument executed by a mineral owner granting exclusive right to another to explore, drill, and produce oil and gas from a piece of land; (2) Used in conjunction with the actual location of a well(s) or unit separator installed to serve a single lease.



Lessee - The person who receives the lease, sometimes called the tenant.Lessor - The person giving the lease, sometimes called grantor or landlord.



Natural Gas - A mixture of hydrocarbon gases with varying amounts of impurities.



Net Working Interest - A working interest owner's gross working interest in production, less the related royalty, overriding royalty, production payment, and net profits interests.



Operator - The person or company, either proprietor or lessee, actually operating a well. The operator is a working interest owner and is also responsible for physical maintenance of the well and other responsibilities as covered in the JOA (Joint Operating Agreement).



Overriding Royalty Interest (ORRI) - An interest in production that is created and payable out of the working interest. Usually, the term of an ORRI is for the life of the mineral lease.



Payout - A particular point in time that a contractual payment obligation has been achieved.



Reserves (of a field) - Volume of oil trapped in a rock.



Royalty - The share of the production or proceeds there from reserved to the lessor under the terms of the mineral lease. Normally, royalty interests are free of all costs of production (as distinguished from costs of marketing) except production taxes, and is established in the lease by reserving a royalty which is usually expressed fractionally.



Test Well - The first well to be drilled on a lease to evaluate a certain horizon. It is commonly referred to as a "wild cat" well.



Working Interest -The right granted to the lessee of a property to explore for and to produce and own oil, gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.



Risk Factors



We may not achieve or sustain profitability or positive cash flows from operating activities in the future.We were incorporated under the laws of Nevada on November 24, 1998, and therefore have a limited operating history.  For the period from inception to April 30, 2003, we have incurred a net loss of $564,535.  We face all of the risks inherent in a new business, for example we may not generate sufficient revenue or be able to obtain loans or other sources of financing in order to sustain the business.  Also, as a new business we are in the exploration stage of our development and we do not know when, if ever, we will graduate to the developing and producing stages of  the business cycle.  In addition, we can only provide limited historical information and

3

---

financial data about our operations upon which a prospective investor can make an informed decision as to our future prospects.  Estimates with respect to the proved reserves and level of future production attributable to wells in which we may participate are difficult to determine and there may be little or no recoverable reserves realized from such wells. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development. Our future financial results will depend primarily on our ability to participate in properties which result in the production of hydrocarbons in commercial quantities and on the market prices for oil and natural gas.



The search for viable oil and gas prospects and leases is intensely competitive.  It is likely that in seeking future acquisitions, we will compete with firms which have substantially greater financial and management resources than us.  We may acquire interests in mineral leases and lease acquisition opportunities in known, proven, producing fields, or on unknown, unproven territories or leases with no contiguous producing well sites.  Our competition is widely diverse, and comes primarily from three sources:  (1) those competitors that are seeking oil and gas fields for expansion, further drilling, or increasing production through improved engineering techniques (2) income-seeking entities purchasing a predictable stream of earnings based upon historic production from the field being acquired, and (3) junior companies seeking exploration opportunities in unknown, unproven territories.



The terms of our option agreement with Brothers Oil & Gas, Inc. may not have been similar to what we would have received in an arms' length transaction with a non-affiliate.We entered into an agreement (the "Option Agreement") with Brothers Oil & Gas Inc. ("Brothers"), whereby Brothers granted us an option to acquire Brothers' interest in the Pioneer Canal Prospect covering approximately 240 acres in Kern County, California.



Several members of the Sewell family control Brothers.  The directors of Brothers are Allen Sewell and Michael Sewell.  Michael Sewell is Allen Sewell's son and Graeme Sewell's brother.  Allen Sewell and Graeme Sewell are two of our directors.  Brothers'shareholders are Allen Sewell, his sons Michael Sewell and Brian Sewell, and Nathan Nock, who is Allen Sewell's step-son.  As such, our execution of the Option Agreement with Brothers was not an arm's-length transaction with a non-affiliate.   We believe that Allen Sewell dealt fairly with us and our shareholders in regards to the terms of this transaction, which were similar to what we would have received in an arms' length transaction with a non-affiliate.  We chose to complete this transaction because at the time we entered into the Option Agreement we felt that the prices for oil and gas were undervalued and we were hopeful that oil and gas prices would increase over time.

Our audited financial statements for the year ended April 30, 2003 contain a going concern qualification.There is substantial doubt about our ability to continue as a going concern due to the losses incurred since inception, our stockholders' deficiency, and lack of revenue.  We anticipate that we may require financing in order to explore, and if warranted, develop oil and gas properties.   Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon us.  If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in our dissolution.

We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors who anticipate the need for immediate income from their investment in our securities should refrain from the purchase of our securities.



Our shares are subject to rules promulgated by the SEC relating to "penny stocks," which apply to non-NASDAQ companies whose stock trades at less than $5.00 per share or whose tangible net worth is less than $2,000,000.We are subject to
"penny stock" rules as our Common Stock is a penny stock.These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the security. These rules may restrict the ability of brokers to sell our Common Stock, which is a
"penny stock", and may affect the ability of purchasers to sell such Common Stock in the secondary market.

4

---

Certain of our directors are directors, officers and/or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties.   Allen Sewell, Graeme Sewell, Conrad Clemiss and Negar Towfigh are all directors and/or officer who have a conflict of interest  with us.  Such associations may give rise to conflicts of interest from time to time.  These directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interest which they may have in any project or opportunity  to us, however the risk to us is that they are also required by law to act honestly and in good faith with a view to the best interests of other oil and gas exploration and development companies of which they are directors, officers and /or shareholders of.



General Risks of the Oil and Gas Industry



Our success in the participation of exploration for oil & gas will be materially dependent upon the success of any exploratory drilling programs.  Exploratory drilling involves numerous risks, including the risk that no commercially productive oil or natural gas reservoirs will be encountered.  The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, adverse weather conditions, compliance with governmental requirements and shortages or delays in the availability of drilling rigs and the delivery of equipment.  Our participation in future drilling activities may not be successful, and if unsuccessful, such failure will have a material adverse effect on our results of operations and financial condition.



Our revenues, future rate of growth, results of operations, financial condition and ability to borrow funds or obtain additional capital, as well as the carrying value of our properties, are substantially dependent upon prevailing prices of oil and natural gas. Historically, the markets for oil and natural gas have been volatile, and such markets are likely to continue to be volatile in the future.  Prices for oil and natural gas are subject to wide fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty and a variety of additional factors that are beyond our control.  These factors include the level of consumer product demand, weather conditions, domestic and foreign governmental regulations, the price and availability of alternative fuels, political conditions in the Middle East, the foreign supply of oil and natural gas, the price of foreign imports and overall economic conditions. It is impossible to predict future oil and natural gas price movements with certainty. Declines in oil and natural gas prices may materially adversely affect our financial condition, liquidity, ability to finance planned capital expenditures and results of operations. Lower oil and natural gas prices also may reduce the amount of oil and natural gas that can be produced economically on those properties in which we have an interest.



Our ability to profit from future oil and natural gas production is, therefore, highly dependent upon our level of success in finding or acquiring additional reserves.In general, the volume of production from oil and natural gas properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Except to the extent we participate in successful exploration and development activities or acquire properties containing proved reserves, or both, our proved reserves will decline as reserves are produced. Our ability to profit from future oil and natural gas production is, therefore, highly dependent upon our level of success in finding or acquiring additional reserves. The business of exploring for, developing or acquiring reserves is capital intensive. To the extent cash flow from operations is reduced and external sources of capital become limited or unavailable, our ability to make the necessary capital investment to maintain or expand our asset base of oil and natural gas reserves will be impaired. The failure of an operator of our wells to adequately perform operations, or such operator's breach of the applicable agreements, could adversely impact us. In addition, our future exploration, development and acquisition activities may not result in proved reserves or we may not be able to drill productive wells at acceptable costs. Furthermore,  our funding and development costs could  increase.



The availability of a ready market for our oil and natural gas production also depends on the proximity of reserves to, and the capacity of oil and natural gas gathering systems, pipelines and trucking or terminal facilities. We may deliver natural gas through gas gathering systems and gas pipelines that we do not own. Federal and state regulation of natural gas and oil production and transportation, tax and energy policies, changes in supply and demand and general economic conditions all could adversely affect our ability to produce and market our oil and natural gas.

5

---

Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; we may not be able to receive such permits. Environmental standards imposed by federal, provincial, or local authorities may change and any such changes might have a material adverse effect on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons.  In addition, we may be liable for environmental damages caused by previous owners of property purchased and leased by us or by other parties through whom we participate in such properties or leases. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of  our properties. In accordance with customary industry practices, our contractors may elect to obtain insurance against some, but not all, of such risks and losses.  We do not carry business interruption insurance. We may elect to self-insure if management believes that the cost of insurance is not excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial condition and our results of operations.  We anticipate participating in a substantial percentage of our interests in oil and gas properties on a non-operated basis, which may limit our ability to control the risks associated with oil and natural gas operations.



In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

As others use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement such new technologies at substantial cost.  The oil and gas industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies.  In addition, other oil and gas companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before we do. We may not be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. One or more of the technologies currently utilized by us or implemented in the future may become obsolete. In such case, our business, financial condition and results of operations could be materially adversely affected. If we are unable to utilize the most advanced commercially available technology, our business, financial condition and results of operations could be materially and adversely affected.



The federal government and various state and local governments have adopted laws and regulations regarding the protection of natural resources,  human health and the  environment. We will be required to conduct all exploration  activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration  work that results in physical  disturbances to

6

---

the land and locating claims,  posting claims and reporting work performed on the mineral  claims.  The laws and  regulations may tell us how and where we can explore for natural  resources,  as well as  environmental  matters  relating to exploration  and  development.   Because  these  laws  and  regulations   change frequently,  the costs of  compliance  with  existing  and future  environmental regulations cannot be predicted with certainty.



Any  exploration or production on United States Federal land will have to comply with the Federal Land Management  Planning Act which has the effect generally of protecting the environment.  Any exploration or production on private  property, whether owned or leased, will have to comply with the Endangered Species Act and the Clean Water Act. The costs of complying  with  environmental  concerns under any of these acts varies on a case by case basis. In many instances the cost can be prohibitive to development.  Environmental costs associated with a particular project must be factored into the overall cost  evaluation of whether to proceed with the project.



Since we have no current projects,  there are no costs to us at the present time in connection with  compliance with  environmental  laws.  However,  since we do anticipate engaging in natural resource projects, these costs could occur at any time.  Costs  could  extend  into the  millions of dollars for which we could be liable.  In the event of liability,  we would be entitled to  contribution  from other owners so that our percentage  share of a particular  project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the  liability.  Even if liability is limited to our percentage  share,  any significant  liability would wipe out our assets and resources.



Acquisitions of property interests by us may not be successful and, if unsuccessful, such failure may have an adverse effect on our future results of operations and financial condition.The successful acquisition of producing properties requires an assessment of recoverable reserves, future oil and natural gas prices, operating costs, potential environmental and other liabilities and other factors. Such assessments are necessarily inexact and their accuracy inherently uncertain. In connection with such an assessment, we perform a review of the subject properties that we believe to be generally consistent with industry practices, which may or may not include obtaining a report from an independent geologist.  Such a review, however, will not reveal all existing or potential problems nor will it permit a buyer to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections may not always be performed on every well, and structural and environmental problems are not necessarily observable even when an inspection is undertaken.  Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of such problems.



There is often competition for scarce drilling and completion equipment, services and supplies.  There may not be sufficient drilling and completion equipment, services and supplies available when needed. Any such shortages could delay our proposed exploration, development, and sales activities and could cause a material adverse affect to our financial condition.



If the demand for, and wage rates of, qualified rig crews rise in the drilling industry then the oil and gas industry may experience shortages of qualified personnel to operate drilling rigs.  This could delay our drilling operations and adversely affect our financial condition and results of operations.



Item 2.

Description of Property.

The significant properties in which we have an interest are described below.



OFFICE



We occupy an office of approximately 680 square feet at 789 West Pender Street, Suite 460, Vancouver, British Columbia, Canada, which we occupy rent-free  Management believes that such offices will be satisfactory during the near term for the conduct of business.  We share this office with several other public companies with some directors and officers in common.

7

---



PIONEER CANAL PROSPECT



Option Agreement with Brothers



By agreement (the "Option Agreement") dated November 27, 1998 between Brothers and us, we have an option (the "Option") to acquire Brothers' 13% (approximate) interest ("Brothers' Interest") in a property (the
"Property") known as the Pioneer Canal Prospect.  The Property comprises approximately 240 acres in Kern County, California.  The total acreage is divided into 160 acres for the 61-9 Well and 80 acres for the 18 R Well.  As of the date of this Report, we have paid $45,000 to Brothers for the acquisition cost of the option to acquire Brothers' interest in the Property.  In addition, we paid a $25,000 finder's fee to Nutone Capital with respect to this Option.



The exercise price of the Option is $750,000, if exercised, we would earn a 12% and a 13% working interest in the two wells.



The Option originally terminated on June 30, 1999, but by a letter from Brothers dated June 18, 1999 the option was extended.  By letters from Brothers dated December 31, 2001, and June 25, 2002, the Option has been extended on a month-to-month basis until terminated in writing with thirty days notice.



The Pioneer Canal field lies in the central area of the Bakersfield Arch in the southern San Joaquin basin.   The principal property is referred to as the Pioneer Canal area of the Canal Oil field located in Township 30 South Range 25 East, Sections 3,4,9,10 in Kern County, California.  There is year around access off of existing gravel roads.



Brothers'
Interest in the Property



EOTT Partners Ltd. ("EOTT") is the fee simple owner of the Property.  EOTT, by agreement (the
"Lease") dated March 28, 1997, leased to Vaughan Production Company ("Vaughan") the oil and gas rights to the Property.  Pursuant to the Lease, Vaughan (on its own and as nominee for Production Specialties Co., Vaughan Exploration, Inc., Sunset Exploration, Inc. and Brothers, collectively, the
"Lessees") obtained the right ("Vaughan's Interest") to prospect, mine, drill, and operate on the Property in order to produce oil, gas and other substances.  The term of the Lease is three years from March 28, 1997 and for so long after as development or production is maintained by Vaughan in paying quantities on the Property without cessation for more than 120 consecutive days, or such operations are suspended or excused as provided for in the Lease.    Pursuant to the terms of the Lease, EOTT is entitled to a 20% royalty on oil, gas and other substances within the Property.  In addition to a 20% royalty owed to EOTT as owners of the Property, the Property is subject to a 2.5% overriding royalty interest in favour of Vaughan, Vaughan Exploration, Inc. and Argonaut Oil & Gas Consultants.



The Lessees subsequently entered into an agreement (the
"Farmout") dated September 15, 1997 between Vaughan and others as Farmout, and Elk Slough Partners ("Elk") as Farmee, pursuant to which Elk paid for and drilled an initial test well (the
"#18R-3") on the Property.  In consideration for the drilling of the #18R-3, Elk earned a 75% working interest ("Elk's Interest") in the #18R-3 and any subsequent wells drilled on the Property.   Pursuant to the Farmout, Brothers acquired a 9% working interest ("Brothers'Interest") after payout in the #18R-3.



Pursuant to an agreement (the
"Pasco Agreement") dated November  3, 1997, between Elk and Pasco Pacific Management Corp. ("Pasco"), Pasco acquired one third of Elk's Interest (being a 25% working interest in the Property). Under the terms of the Pasco Agreement, Brothers will earn a further 4% working interest in the Property, thereby reducing Pasco's working interest in the Property to 21%.  As a result, Brothers now holds a 13% working interest after payout in the Property pursuant to the Farmout (9%) and the Pasco Agreement (4%).



Brothers entered into a Participation Agreement with First Goldwater Resources Inc. ("First Goldwater") dated March 20, 1998, whereby First Goldwater was to fund a 25% working interest before payout in development of the Pioneer Canal #61-9 Well.  After payout Brothers was to earn 8%, leaving First Goldwater with a 17%

8

---



working interest after payout. This agreement was amended on June 23, 1998 to the extent that First Goldwater is to fund a 27.933% working interest before payout to earn an 18.99444% working interest after payout.



If we exercise the Option then we will become a party to a joint operating agreement (the
"JOA") dated September 29, 1997 with Production Specialties Co. ("Production Specialties") as operator and we, among others, as non-operator.



Summary



To date on the Property, the #18R-3 has been drilled as an initial test well and the #61-9 and the #12-10 have been drilled as development wells.  By virtue of the Lease, Farmout, First Goldwater and Pasco Agreements, Brothers has a 13% after payout working interest in the Property.  By exercising the Option, we could acquire a 13% after payout working interest.



#18R-3 Well - Current Status



The following information regarding the #18R-3 well has been extracted from, except for production figures which are the most current available, brief geological overviews of the Pioneer Canal Prospect provided to us on February 16, 1998 and July 8, 1999 by Jeffrey K. Vaughan, President and sole shareholder of Vaughan Exploration, Inc., and a Certified Petroleum Geologist.  As discussed above, Vaughan Production Company is a party to the JOA.  Richard Vaughan, Jeffrey K. Vaughan's father, owns Vaughan Production Company.  As a result of these relationships, this information is not from an independent source:



The #18R-3 was drilled to a depth of  9,298 feet.  The well initially produced approximately 120 barrels of oil per day, 35 barrels of water per day and 150 thousand cubic feet of gas per day.



The #18R-3 has produced 49,864 barrels of 37-gravity oil since first production in December 1997 through April 30, 2003.   It has a current average production rate of 11 barrels of oil per day and 32 barrels of water per day through the use of a pump.  The most recent crude price which Production Specialties has received for this gravity oil is $25.96 per barrel.



#61-9 Well - Current Status



The following description of the #61-9 is a summary of and is based upon a report (the
"Report") dated March 11, 1998, prepared for Vaughan Exploration, Inc. by Jeffrey K Vaughan.  The Report was reviewed and endorsed on March 12, 1998 by David E. Olson, a California Registered Geologist, who has no direct or indirect interest in the property which is the subject of the Report:



Abstract



The #61-9 is a development well in the Pioneer Canal area of the Canal Oil field in Kern County, California.  It is a 10,800 foot development well, the #18R-3 being the initial test well on the Property.  The #61-9 coordinates are 1,650 feet west and 435 feet south of the NE Corner of Section 9, T.30S/R.25E, MDB&M, Kern County, California.

Land

By drilling the #18R-3 and the #61-9, Elk holds the current land block of 200 acres by production of oil and gas from the two wells.



The following information is a summary of and is based upon a brief geological status update on the status of the #61-9 provided to us on June 23, 1999 by Jeffrey K. Vaughan:



As April 30, 2003, the #61-9 has produced 79,982 barrels of 37-gravity oil per day.  Currently, natural gas is being produced as a by-product of oil production and is being delivered to EOTT through a pipeline partially financed by EOTT.  The Pioneer Canal partners are not entitled to any revenues from gas sales until EOTT receives their capital cost.  We have not received any documentation from EOTT revealing their capital costs,

9

---



as we did not exercise our option on the property, therefore we were not entitled to receive this information.  After the current deliverability of 50 mcf/day we do not expect that the pipeline will ever amortize its capital cost, therefore there will be no revenues to the project.  Regardless, we will never receive any revenue from this property as we have terminated our option on this property subsequent to filing our Form 10-KSB.



The well was originally completed from the Middle Stevens (horizontal) interval below 9,700 feet which swab tested at rates up to 600 barrels of oil per day.  That zone was not capable of flowing on its own and the Upper Stevens interval from 8,965 to 8,978 feet was perforated and added or co-mingled with the Middle Stevens zone.



After perforating the Upper Stevens interval, the well flowed (and produced) at rates up to 206 barrels per day.  The well went into production on February 6th, 1999 and is still currently flowing on pump at an average rate of 31 barrels of oil per day and 24 barrels of water per day.



PIONEER CANAL PULV AND OLCESE PROSPECTS



The following information is a summary of and is based upon a geological report on the Pulv and Olcese Prospects located in the Pioneer Canal Oil Field in Kern County, California.  Jeffrey K. Vaughan provided the geological report to us on February 17, 1998:



We believe that a greater potential for oil and gas exploration exists in the deeper Pulv zone at approximately 10,700 feet and the Olcese zone at approximately 11,800 feet under the existing land block at Pioneer Canal.



At present, we intend to exercise the Option only if the Pulv and Olcese targets are going to be drilled.



The current plans are to await the drilling results from adjacent lands.  If the results of such drilling warrant the drilling of a well to test these deeper zones on the Property, then the Operator intends to drill one well to explore both the Pulv and Olcese targets.



Item 3.

Legal Proceedings.



We are not aware of any pending litigation nor do we have any reason to believe that any such litigation

exists.



Item 4.

Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our security holders during the fiscal year ended April 30, 2003 at a shareholder meeting.  However, shareholders did vote for several matters by way of consent resolutions.



On August 12, 2002, a group of shareholders representing more than two-thirds of our issued and outstanding common shares took the following actions by consent because they believed it was in our best interest:

a) the size of the board of directors was decreased from five to three; and

b) Nick De Cotiis and Don De Cotiis were removed as our directors.



Our board of directors approved a name change and reverse stock split via a directors'consent resolution, which became effective March 24, 2003.  Shareholder approval of the name change and reverse stock split was granted by way of a shareholder consent resolution dated February 25, 2003 representing the majority of our issued and outstanding common shares, which also became effective March 24, 2003.  Every one hundred fifty (150) issued and outstanding shares of the company were reverse split and consolidated into one (1) issued and outstanding share of the company.







10

---

PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.



Reports to Security Holders.

As of July 25, 2003, our authorized capital stock consisted of 50,000,000 shares of Common Stock, par value $0.001 per share, or the Common Stock.  As of July 25 2003, there were issued and outstanding 10,521,521 shares of Common.

We are a reporting company with the SEC. We participate in the Over-the-Counter Bulletin Board Quotation Service maintained by National Association of Securities Dealers, Inc. ("OTCBB"). The OTCBB is an electronic quotation medium for securities traded outside of the Nasdaq Stock Market and prices for our common stock are published on the OTC Bulletin Board under the trading symbol "BDRC". The OTCBB market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.

The first trade of our Common Stock on the Bulletin Board occurred in May 2002.  The following table sets forth the quarterly high and low closing sale prices for the Common Stock for the periods indicated below, based upon quotations between dealers, without adjustments for stock splits, dividends, retail mark-ups, mark-downs or commissions, and therefore, may not represent actual transactions:

HighLowYear Ending April 30, 2003Fourth Quarter*$       0.40$     0.002Third Quarter$       0.10$       0.02Second Quarter$       0.40$       0.07First Quarter$       0.25$       0.20




*Our common shares were reverse split on a 150 old to 1 new basis on March 24, 2003.



In August 1999, we received and accepted a subscription of $15,000 for 1,000,000 shares of our common

stock, which subscription was from a Canadian investor.  The certificates evidencing and representing

those 1,000,000 restricted shares were delivered in March 2003.



In September 1999, we received and accepted a subscription of $15,000 for 1,000,000 shares of our

common stock, which subscription was from an offshore investor.  The certificates evidencing and

representing those 1,000,000 shares were delivered in September 2002.  As we received the consideration

for those 1,000,000 shares in September 1999, the holding period for those shares commenced in that

month.  Therefore, as the holder of those shares is not an affiliate or control person of the company,

pursuant to Rule 144, those shares should be considered to be not restricted.



Our board of directors approved a name change and reverse stock split via a directors'consent resolution, which became effective March 24, 2003.  Shareholder approval of the name change and reverse stock split was granted by way of a shareholder consent resolution dated February 25, 2003 representing the majority of our issued and outstanding common shares, which also became effective March 24, 2003.



Our articles of incorporation were amended to change our name from Herrimen Oil & Gas Inc. to Boundaries Capital, Inc.  Also, on the amendment of the articles of incorporation, every one hundred fifty (150) issued and outstanding shares of the company shall be reverse split and consolidated into one (1) issued and outstanding share of the company.

11

---

On June 3, 2003, we completed various debt settlement transactions and we issued a total of 10,354,500 common shares to various accredited investors at $0.01 per share.  These transactions decreased our accounts payable by $102,935 and our advances payable by $610.  All of the 10,354,500 common shares are currently restricted, though we intend to register for re-sale 4,725,500 of these common shares.  However, there is no assurance we will be able to register any of these shares for re-sale.



There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.



Our transfer agent is Computershare located at 350 Indiana Street, Suite 800, Golden, Colorado, 80401 Tel: (303) 262-0600.

Penny Stock Regulation. Shares of our Common Stock are subject to rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in "penny stocks". Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

- a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 
- a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities' laws; 
- a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the "bid" and "ask" price; 
- a toll-free telephone number for inquiries on disciplinary actions; 
- definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and 
- such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

- the bid and offer quotations for the penny stock; 
- the compensation of the broker-dealer and its salesperson in the transaction; 
- the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and 
- monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our Common Stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.





12

---

Item 6.

Management's Discussion and Analysis or Plan of Operation.

Results of Operation



The following discussion should be read in conjunction with the audited April 30, 2003 financial statements and notes thereto included herein.



We generated no revenues during the year ended April 30, 2003 and we have recorded a net loss of $92,354 compared to a net loss of $77,816 for the year ended April 30, 2002, an increase of 14,538.

The increase in net loss was mainly attributable to the increase in consulting fees and interest expense.  Consulting fees were paid to consultants for services rendered which included bookkeeping, preparation of financial statements, preparation of our Form 10-QSB's, our Form 10,-KSB and other filings with the SEC, for correspondence with our transfer agent and legal counsel, and preparation of consent resolutions.  Our interest expense relates to interest that was charged on our outstanding accounts payable.  We are not aware of any trends, demands, commitments or uncertainties that will result in our liquidity decreasing or increasing in a material way.

We cannot predict when, and if, we will realize positive revenue.



Liquidity and Capital Resources



As of April 30, 2003, we had a working capital deficit of $246,679 compared to a working capital deficit of $184,325 at April 30, 2002.  We have been financing our operations primarily from related-party cash advances and through private equity subscriptions.  We have arranged with our directors to fund ongoing operating costs, except for management fees due to Allen Sewell.   Our directors will advance funds to us as required, however these funds will not be used towards payment of any management fees.  These funds will be accounted for as non-interest bearing loans.   Allen Sewell has agreed to defer payment of management fees until such future time as we carry out a subsequent financing.   No interest is being charged against the deferment of Allen Sewell's management fees.  We intend to raise additional funds in order to drill or participate in the drilling of oil and gas wells, make option payments, and to generally meet our future corporate obligations.    There is no guarantee that we will be successful in arranging the required financing.



On June 3, 2003, we completed various debt settlement transactions and we issued a total of 10,354,500 common shares to various accredited investors at $0.01 per share.  These transactions decreased our accounts payable by $102,935 and our advances payable by $610.  All of the debt settlement agreements are attached as exhibits to this Report.

Plan of Operation. We have not received revenue from operations during any of the three fiscal years immediately prior to the filing of this Report. We currently have cash reserves of approximately $4,200, which, even given our lack of business activities, we believe will not satisfy our cash requirements for approximately one-hundred and twenty (120) days following the filing of this Report. We intend to raise additional financing through private offerings of our Common Stock. We will offer such stock for sale only after we have identified a viable business opportunity. We will use the capital raised from such activities to finance future business activities.

Our future success will be materially dependent upon our ability to satisfy additional financing requirements. We are reviewing our options to raise substantial equity capital. We cannot estimate when we will begin to realize any revenue. In order to satisfy our requisite budget, we have held and will continue to conduct negotiations with various investors. We cannot predict whether these negotiations will result in additional investment income for us.  There can be no assurance that funding for our operations will be available under favorable terms, if at all.



13

---



Item 7.

Financial Statements.

The financial statements required by this Item 7 are included elsewhere in this Report and incorporated herein by this reference.

Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since the formation of the Company required to be disclosed pursuant to Item 304 of Regulation S-B.



Item 8A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.Management, including the Chief Executive Officer and
 Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c). This evaluation was conducted as of April 30, 2003. Based on  that  evaluation,  the  Chief  Executive  Officer  and  Chief Financial  Officer  concluded  that the  disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date the Chief Executive Officer andChief Financial Officer completed their evaluation.

(b) Changes in Internal Control Over Financial Reporting.Our Chief Executive Officer and Chief Financial
Officer have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with
 
regard to significant deficiencies and material weaknesses.

Management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the  effectiveness  of  disclosure controls and  procedures  pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).
This evaluation was conducted within 90 days prior to the filing of this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in
a timely  fashion.  There have been no significant  changes in  internal  controls or in other  factors  that could significantly affect internal controls subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.



PART III

Item 9.

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

The following table sets forth information regarding our current directors and executive officers:

|Name           | Age | Position/Office held with the Company[1] | Appointed to Office               
|-------------- | --- | ---------------------------------------- | ----------------------------------
|Allen Sewell   | 64  | Director
President                       | February 19, 1999
February 1, 2001
|Graeme Sewell  | 36  | Director
Vice President                  | November 24, 1998
February 1, 2001
|Conrad Clemiss | 34  | Director                                 | February 19, 1999                 
|Negar Towfigh  | 30  | Corporate Secretary                      | February 19, 1999                 



ALLEN SEWELL (Graeme Sewell's father) Mr. Sewell has been President and Director of  Brothers Oil & Gas Inc. since 1997.  In his role with these companies he is responsible for day-to-day management, acquisitions and financial operations.  Mr. Sewell is also a director of First Goldwater Resources Inc. Mr.



14

---



Sewell has also been involved in real estate development including land acquisition, rezoning, development and financing since 1969.  Mr. Sewell was previously the Manager of Administration for the National Real Estate Division of The Permanent, which was a trust company with over seventy offices across Canada.



GRAEME SEWELL (Allen Sewell's son) Mr. Sewell is currently a Director of First Goldwater Resources Inc. Mr. Sewell has 14 years'experience in finance and accounting and is responsible for negotiating contracts and arranging financings for us and for several other companies.  Mr. Sewell has participated in the financing of numerous oil and gas, resource and technology companies.  Mr. Sewell was formerly with Canaccord Capital Corporation as a Sales Assistant and from February 1996 to November 1998 as an Investment Advisor.  Prior to this Mr. Sewell was an accountant with Amisano Hanson, Chartered Accountants from June 1991 to July 1994.



CONRAD CLEMISSMr. Clemiss has over 16 yearsof experience in the securities industry.  Since 1995, Mr. Clemiss has been a Director and Officer of First Goldwater Resources Inc.  He has been a director of Micron Enviro Systems, Inc., an oil and gas exploration and development company, since May 28, 2002. Mr. Clemiss was formerly with Canaccord Capital Corporation and Yorkton Securities Inc.  Mr. Clemiss has knowledge and experience of the workings of publicly traded companies, specifically in the areas of investor relations and business development.



NEGAR TOWFIGH runs her own consulting firm where she specializes in structuring companies from incorporation to a listing on the TSX Venture Exchange or OTCBB; she assists companies with initial public offerings and handles all regulatory filings. She is currently an officer of First Goldwater Resources Inc. and a director of Habanero Resources Inc.  She is also CFO and Secretary of Micron Enviro Systems, Inc., an oil and gas exploration and development company,  She has previously been employed in the
investment industry with several brokerage houses including Canaccord Capital Corporation, Nesbitt Burns Inc., RBC Dominion and Pacific International Securities Inc.  She graduated with a Bachelor of Commerce in Finance from the University of British Columbia in 1995.



Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership and reports of changes in ownership of our equity securities.  As of the date of this Report, we believe that all reports required to be filed have been filed in a timely manner for the year ended April 30, 2003, except as set forth below.

Allen Sewell was required to file a Form 4 by December 10, 2002 stating his indirect acquisition of 1,000,000 of our common shares, however he did not file a Form 4.  He was not aware that we was required to file a Form 4 for an indirect holding.  He was informed of this requirement in June 2003 and on June 16, 2003, he filed a Form 5 where he reported the acquisition.

Item 10.

Executive Compensation.

Summary Compensation Table

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.



The following table sets forth certain information concerning compensation of certain of our executive officers, including our Chief Executive Officer and all executive officers, and the Named Executives, whose total annual salary and bonus exceeded $50,000, for the years ended April 30, 2003, 2002 and 2001:



15

---



|SUMMARY COMPENSATION TABLE 
|---------------------------
|                           
|                           
|Name and Principle Position
|Allen Sewell [1]
President 
|Graeme Sewell [2]
President



[1]

Mr. Allen Sewell began serving as our President on February 1, 2001.  During the period from February 1, 2001 to April 30, 2001, Allen Sewell's salary was paid to Church Bay Farms Corp.  Gayle Sewell (Allen Sewell's wife) is president and the sole director of Church Bay Farms Corp.



[2]

Mr. Graeme Sewell served as our President from inception until February 1, 2001.  During the period from February 1999 to January 31, 2001, his salary was paid by 463563 B.C. Limited, a company wholly-owned by Graeme Sewell.

Limitation on Directors' Liabilities; Indemnification of Officers and Directors

Our Articles of Incorporation and Bylaws designate the relative duties and responsibilities of our officers, establish procedures for actions by directors and shareholders and other items.  Our Articles of Incorporation and Bylaws also contain extensive indemnification provisions, which will permit us to indemnify our officers and directors to the maximum extent provided by Nevada law.  Pursuant to our Articles of Incorporation and under Nevada law, our directors and officers are generally not liable to us or our shareholders for damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (i) the act or failure to act of such officer or director constituted a breach of his fiduciary duties; and (ii) his breach of those duties involve intentional misconduct, fraud or a knowing violation of law.

We have adopted a form of indemnification agreement for all of our directors and officers, which provides the indemnitee with the maximum indemnification allowed under applicable law.  Since the Nevada statutes are non-exclusive, it is possible that certain claims beyond the scope of the statute may be indemnifiable.  The indemnification agreement provides a scheme of indemnification, which may be broader than that specifically provided by Nevada law.  It has not yet been determined, however, to what extent the indemnification expressly permitted by Nevada law may be expanded, and therefore the scope of indemnification provided by the indemnification agreement may be subject to future judicial interpretation.

The indemnification agreement provides that we are to indemnify an indemnitee, who is or was a party or becomes a party or is threatened to be made a party to any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative by reason of the fact that the indemnitee is or was one of our directors, officers, key employees or agents.  We are to advance all expenses, judgments, fines, penalties and amounts paid in settlement incurred by the indemnitee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding as described above.  The indemnitee is to repay such amounts advanced only if it shall be ultimately determined that he or she is not entitled to be indemnified by us.  Any award of indemnification to an indemnitee, if not covered by insurance, would come directly from our assets, thereby affecting a shareholder's investment.

There is no pending litigation or proceeding involving an indemnitee where indemnification would be required or permitted under the indemnification agreements.

Item 11.

Security Ownership of Certain Beneficial Owners and Management.

16

---



The following table sets forth information regarding beneficial ownership of our Common Stock as of July 25, 2003:

- each shareholder who is known by us to own beneficially 5% or more of our Common Stock;
- each of our directors and each of the officers named in Item 10
    - "Directors and Executive officers of the Registrant," or the Named Executives, of this Report; and
- all of our directors and executive officers as a group.

|Name and Address of Beneficial Owner                                         | Amount and Nature of Beneficial Ownership (1) | Percent of Class
|---------------------------------------------------------------------------- | --------------------------------------------- | ----------------
|Allen Sewell
101 Church Bay Road
Saturna Island, BC
Canada, V0N 2Y0          | 6,667                                         | 0% (2)          
|Graeme Sewell
Suite 460, 789 West Pender Street
Vancouver, BC
Canada V6C 1H2 | 7,333 Common (3)                              | 0% (2)          
|Conrad Clemiss
4905 Chalet Place
North Vancouver, BC
Canada, V7R 4X4         | Nil                                           | 0%              
|Negar Towfigh
Suite 460, 789 West Pender Street
Vancouver, BC
Canada V6C 1H2 | Nil                                           | 0%              
|Nathan Nock (4)
Suite 402, 4373 Halifax Street
Burnaby, BC
Canada V5C 5Z2    | 5,000,000                                     | 47.5%           
|Directors and Officers as a Group (six persons)                              | 5,014,000 Common                              | 47.7%           



(1)

Unless otherwise indicated, this column reflects amounts as to which the beneficial owner has sole voting power and sole investment power.



(2)

Less than 1%

(3)

This amount includes 6,667 founder's shares.

(4)

Nathan Nock is a shareholder of ours who beneficially owns 5% or more of our common stock.  He is also a shareholder of Brothers and Allen Sewell's step-son.  He received his shares through a debt settlement agreement with us dated June 3, 2003, which is attached as Exhibit 10.15 to this Report.  His only role relating to the company is as a shareholder of the company

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.



Item 12.

Certain Relationships and Related Transactions.

We have entered into an Option Agreement with Brothers, a company whose president is Allen Sewell, whereby Brothers granted to us an option to earn approximately 13% of two gas wells in California.  As of the  date of this Report, payments of $45,000 have been made to Brothers in consideration for the Option.  Several members of the Sewell family control Brothers.  The directors of Brothers are Allen Sewell and Michael



17

---

Sewell, who is Allen Sewell's son.  Allen Sewell is our president and one of our directors.  As such, our execution of the Option Agreement with Brothers was not an arm's length transaction with a non-affiliate.  While Allen Sewell has a fiduciary duty to deal fairly with us and our shareholders, there is no guarantee that the terms of the transaction were similar to what we would have received in an arms'length transaction with a non-affiliate.

PART IV

Item 13.

Exhibits and Reports on Form 8-K.

A.

Financial Statements

The balance sheets and the related statements of operations, shareholders'equity and cash flows of Boundaries Capital, Inc. for each of the years ended April 30, 2003 and 2002.

B.

Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarterly period ended April 30, 2003.

C.

Other Exhibits

Exhibit 2 (i)

Articles of Incorporation. (1)



Exhibit 2 (ii)

Certificate of Amendment to Articles of Incorporation (2)



Exhibit 2 (iii)

By-Laws. (1)



Exhibit 10.1

Debt Settlement Agreement between Boundaries Capital, Inc. and

Martin Zalin dated June 3, 2003 (2)



Exhibit

10.2

Debt Settlement Agreement between Boundaries Capital, Inc. and

499412 B.C. Ltd. dated June 3, 2003 (2)



Exhibit 10.3

Debt Settlement Agreement between Boundaries Capital, Inc. and

Monica Clemiss dated June 3, 2003 (2)



Exhibit 10.4

Debt Settlement Agreement between Boundaries Capital, Inc. and John

Derby dated June 3, 2003 (2)



Exhibit 10.5

Debt Settlement Agreement between Boundaries Capital, Inc. and

Scottish Holdings Inc. dated June 3, 2003 (2)



Exhibit 10.6

Debt Settlement Agreement between Boundaries Capital, Inc. and

Corona Financial Limited dated June 3, 2003 (2)



Exhibit 10.7

Debt Settlement Agreement between Boundaries Capital, Inc. and

Prism Holdings Inc. dated June 3, 2003 (2)



Exhibit 10.8

Debt Settlement Agreement between Boundaries Capital, Inc. and

Deneb Holdings dated June 3, 2003 (2)



Exhibit 10.9

Debt Settlement Agreement between Boundaries Capital, Inc. and

18

---

Tiger Capital Corp. dated June 3, 2003 (2)



Exhibit 10.10

Debt Settlement Agreement between Boundaries Capital, Inc. and

Carolyn Sewell dated June 3, 2003 (2)



Exhibit 10.11

Debt Settlement Agreement between Boundaries Capital, Inc. and

Jason Gigliotti dated June 3, 2003 (2)



Exhibit 10.12

Debt Settlement Agreement between Boundaries Capital, Inc. and

Andromeda Investments Inc. dated June 3, 2003 (2)



Exhibit 10.13

Debt Settlement Agreement between Boundaries Capital, Inc. and

Bernard McDougall dated June 3, 2003 (2)



Exhibit 10.14

Debt Settlement Agreement between Boundaries Capital, Inc. and

Richard Saxon dated June 3, 2003 (2)



Exhibit 10.15

Debt Settlement Agreement between Boundaries Capital, Inc. and

Nathan Nock dated June 3, 2003 (2)



Exhibit 10.16

Debt Settlement Agreement between Boundaries Capital, Inc. and

Neil Dinsdale dated June 3, 2003 (2)



Exhibit 10.17

Debt Settlement Agreement between Boundaries Capital, Inc. and

Tina Fabbro dated June 3, 2003 (2)



Exhibit 10.18

Debt Settlement Agreement between Boundaries Capital, Inc. and

Wade Atwood dated June 3, 2003 (2)





Exhibit
31

Certification of Chief Executive Officer pursuant to 15.
U.S.C. Section
10A,

as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002(3)



Exhibit
32

Certification of Chief Financial Officer pursuant to 15.
U.S.C. Section
10A,

as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (3)



Exhibit
33

Certification Pursuant to 18
U.S.C.  Section 1350 as Adopted Pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002(3)



(1)    
Incorporated by reference from our report on Form 10-KSB filed on August 9, 2001.

(2)     Incorporated by reference from our annual report on Form 10-KSB filed on July 29, 2003.

(3)     Incorporated by reference from our annual report on Form 10-KSB/A filed on
January 5, 2004.



DOCUMENTS INCORPORATED BY REFERENCE

We are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the SEC.  Such reports, proxy statements and other information may be inspected and copied at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and copies of such materials can be obtained from the Public Reference Section of the SEC at its principal office in Washington, D.C., at prescribed rates.  In addition, such materials may be accessed electronically at the Commission's site on the World Wide Web, located at http://www.sec.gov.  We intend to furnish our

19

---

shareholders with annual reports containing audited financial statements and such other periodic reports as we may determine to be appropriate or as may be required by law.

Item 14.

Principal Accountant Fees and Services.

Audit Services

Audit services consist of the audit of our annual financial statements, review of the quarterly
financial statements, accounting consultations and consents and other services related to SEC filings.  During fiscal year 2002 and 2003, audit fees
paid to Amisano Hanson were $8,780.51 and $7,625.36, respectively.

Tax Services

Amisano Hanson did not provide us with any tax consulting or related services.

Our audit committee considered and authorized all services provided by Amisano Hanson.

20

---

SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |                                             | GOLDEN PATRIOT, CORP.                                        
| | ------------------------------------------- | -------------------------------------------------------------
| | Dated:  February
    16, 2004April 27, 2004 | By:  /s/ Conrad Clemiss
Conrad Clemiss
President and Director
| |                                             |                                                              



SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.



| |                                             | GOLDEN PATRIOT, CORP.                                       
| | ------------------------------------------- | ------------------------------------------------------------
| | Dated:  February
    16, 2004April 27, 2004 | By: /s/ Conrad Clemiss
Conrad Clemiss
President and Director
| | Dated:  February
    16, 2004April 27, 2004 | By: /s/ David Derby
David Derby
CFO and Director            
| | Dated:  February
    16, 2004April 27, 2004 | By: /s/ E. L. Hunsaker III
E. L. Hunsaker III
Director      
| |                                             |                                                             







21

---

BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

REPORT
AND FINANCIAL STATEMENTS

April
30, 2003 and 2002

(Stated
in US Dollars)



F-1

---



INDEPENDENT
AUDITORS' REPORT





To
the Stockholders,

Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

We
have audited the accompanying balance sheets of Boundaries Capital, Inc. (
formerly Herrimen Oil & Gas Inc.) (An Exploration Stage Company) as of April
30, 2003 and 2002 and the related statements of operations, cash flows and
stockholders'equity (deficiency) for the years ended April 30, 2003, 2002 and
2001 and the period from November 24, 1998 (Date of Inception of the Exploration
Stage) to April 30, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In
our opinion, these financial statements present fairly, in all material
respects, the financial position of Boundaries Capital, Inc. (formerly Herrimen
Oil & Gas Inc.) as of April 30, 2003 and 2002 and the results of its
operations and its cash flows for the years ended April 30, 2003, 2002 and 2001
and the period from November 24, 1998 (Date of Inception of the Exploration
Stage) to April 30, 2003, in conformity with accounting principles generally
accepted in the United States of America.

The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1
to the financial statements, the Company is in the exploration stage, and has no
established source of revenue and is dependent on its ability to raise capital
from shareholders or other sources to sustain operations. These factors, along
with other matters as set forth in Note 1, raise substantial doubt that the
Company will be able to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.





|Vancouver,
      Canada | /s/
      Kevin Hanson            
|----------------------- | ----------------------------------
|July
      3, 2003      | Certified
      Public Accountants





F-2

---

BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

BALANCE
SHEETS

April
30, 2003 and 2002

(Stated
in US Dollars)





|                                                              |                  | (Note
      5)  
|------------------------------------------------------------- | ---------------- | ----------------
|ASSETS                                                        | 2003             | 2002            
|Current                                                       |                  |                 
|Cash                                                          | $
      10       | $
      -       
|                                                              |                  |                 
|LIABILITIES                                                  
|Current                                                       |                  |                 
|Bank
      overdraft                                          | $
      -        | $
      6       
|Accounts
      payable - Notes 6 and 11                       | 237,923          | 150,303         
|Advances
      payable - Notes 4, 6 and 11                    | 8,766            | 34,016          
|                                                              |                  |                 
|                                                              | 246,689          | 184,325         
|                                                              |                  |                 
|STOCKHOLDERS'DEFICIENCY                                      
|Capital
      stock - Notes 5 and 11                          |                  |                 
|Common
      stock, $0.001 par value                          |                  |                 
|50,000,000
      authorized                                   |                  |                 
|167,017
      outstanding (April 30, 2002: 153,683) - Note 11 | 167              | 153             
|Paid-in
      capital - Note 11                               | 317,689          | 287,703         
|Deficit
      accumulated during the exploration stage        | (
      564,535) | (
      472,181)
|                                                              |                  |                 
|                                                              | (
      246,679) | (
      184,325)
|                                                              |                  |                 
|                                                              | $
      10       | $
      -       
|                                                              |                  |                 

Nature
and Continuance of Operations - Note 1

Subsequent
Event - Note 11









|APPROVED
      BY THE DIRECTORS:                |  |                                             
|----------------------------------------------- |  | --------------------------------------------
|                                                |  |                                             
|                                                |  |                                             
|                                                |  |                                             
|                                                |  |                                             
|/s/
      Conrad Clemiss
      ,
      Director |  | /s/
      David Derby
      ,
      Director



SEE
ACCOMPANYING NOTES

F-3

---

BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

STATEMENTS
OF OPERATIONS

for
the years ended April 30, 2003, 2002 and 2001 and the period from

November
24, 1998 (Date of Inception of Exploration Stage) to April 30, 2003

(Stated
in US Dollars)



|                                                                      |                         |                         |                         | November
      24,      
|--------------------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | ------------------------
|                                                                      |                         |                         |                         | 1998
      (Date of     
|                                                                      |                         |                         |                         | Inception
      of      
|                                                                      |                         |                         |                         | the
      Exploration   
|                                                                      |                         |                         |                         | Stage)
      to         
|                                                                      |                         |                         |                         | April
      30,         
|                                                                      | 2003                    | 2002                    | 2001                    | 2003                    
|Revenue                                                               | $
      -               | $
      -               | $                       | $
      -               
|                                                                      |                         |                         |                         |                         
|General
      and Administrative Expenses                             |                         |                         |                         |                         
|Abandonment
      of capital assets                                   |                         | (
      6,773)          |                         | (
      6,773)          
|Administration
      fees - Note 6                                    | -                       | -                       | -                       | 14,527                  
|Amortization                                                          | -                       | 1,195                   | 1,406                   | 4,990                   
|Audit
      and accounting fees                                       | 10,495                  | 10,670                  | 3,000                   | 32,903                  
|Consulting
      fees - Note 6                                        | 9,074                   | 3,875                   | -                       | 14,949                  
|Cost
      recovery - Note 6                                          | -                       | -                       | -                       | (
      4,000)          
|Exploration
      and development
      expenses                      | -                       | -                       | -                       | (
      34,037)         
|Filing
      fees                                                     | 2,286                   | 2,414                   | 150                     | 8,925                   
|Interest                                                              | 12,139                  | -                       | -                       | 12,139                  
|Legal
      fees                                                      | 5,980                   | 230                     | 4,991                   | 51,529                  
|Management
      fees - Note 6                                        | 48,000                  | 48,000                  | 48,000                  | 216,000                 
|Office
      and miscellaneous                                        | 588                     | 2,412                   | 881                     | 11,931                  
|Promotion                                                             | -                       | -                       | -                       | 35,953                  
|Rent
      - Note 6                                                   | -                       | -                       | -                       | 1,432                   
|Telephone                                                             | -                       | -                       | -                       | 3,050                   
|Transfer
      agent                                                  | 3,792                   | 2,247                   | 1,543                   | 11,431                  
|Travel
      and automobile                                           | -                       | -                       | -                       | 23,466                  
|Write
      off of oil and gas properties
      -
      Notes 3 and 6 | -                       | -                       | (
      14,500)         | (
      84,500)         
|                                                                      |                         |                         |                         |                         
|                                                                      | (
      92,354)         | (
      77,816)         | (
      74,471)         | (
      564,535)        
|                                                                      |                         |                         |                         |                         
|Net
      loss for the period                                         | $
      (
      92,354) | $
      (
      77,816) | $
      (
      74,471) | $
      (
      564,535)
|                                                                      |                         |                         |                         |                         
|Basic
      loss per share                                            | $
      (
      0.58)   | $
      (
      0.51)   | $
      (
      0.49)   |                         
|                                                                      |                         |                         |                         |                         
|Weighted
      average number of shares outstanding                   | 158,652                 | 153,684                 | 152,017                 |                         
|                                                                      |                         |                         |                         |                         





SEE
ACCOMPANYING NOTES

F-4

---

BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

STATEMENTS
OF CASH FLOWS

for
the years ended April 30, 2003, 2002 and 2001 and the period from

November
24, 1998 (Date of Inception of Exploration Stage) to April 30, 2003

(Stated
in US Dollars)



|                                                                          |                         |                         |                         | November
      24,      
|------------------------------------------------------------------------- | ----------------------- | ----------------------- | ----------------------- | ------------------------
|                                                                          |                         |                         |                         | 1998
      (Date of     
|                                                                          |                         |                         |                         | Inception
      of      
|                                                                          |                         |                         |                         | the
      Exploration   
|                                                                          |                         |                         |                         | Stage)
      to         
|                                                                          |                         |                         |                         | April
      30,         
|                                                                          | 2003                    | 2002                    | 2001                    | 2003                    
|Cash
      Flows provided from (used in)
      Operating
      Activities |                         |                         |                         |                         
|Net
      loss for the period                                             | $
      (
      92,354) | $
      (
      77,816) | $
      (
      74,471) | $
      (
      564,535)
|Add:
      items not affecting cash                                       |                         |                         |                         |                         
|Abandonment
      of capital assets                                       | -                       | 6,773                   | -                       | 6,773                   
|Amortization                                                              | -                       | 1,195                   | 1,406                   | 4,990                   
|Write
      off of oil and gas properties                                 | -                       | -                       | 14,500                  | 84,500                  
|Changes
      in non-cash working capital
      balances:                 |                         |                         |                         |                         
|Accounts
      payable                                                    | 87,620                  | 63,459                  | 52,182                  | 237,923                 
|Advances
      payable                                                    | 4,750                   | 4,016                   | -                       | 38,766                  
|                                                                          |                         |                         |                         |                         
|Net
      cash provided from (used in)
      operating
      activities   | 16                      | (2,373)                 | (6,383)                 | (191,583)               
|                                                                          |                         |                         |                         |                         
|Cash
      Flows from Financing Activities                                |                         |                         |                         |                         
|Common
      stock issued                                                 | -                       | -                       | -                       | 224,656                 
|Common
      stock subscriptions                                          | -                       | -                       | 5,000                   | 63,200                  
|                                                                          |                         |                         |                         |                         
|Net
      cash from financing activities                                  | -                       | -                       | 5,000                   | 287,856                 
|                                                                          |                         |                         |                         |                         
|Cash
      Flows from (used in) Investing
      Activities                |                         |                         |                         |                         
|Acquisition
      of capital assets                                       | -                       | -                       | -                       | (11,763)                
|Acquisition
      of oil and gas properties                               | -                       | -                       | -                       | (86,500)                
|Proceeds
      on disposal of oil and gas
      property                  | -                       | -                       | 2,000                   | 2,000                   
|Proceeds
      (repayment) of bank
      overdraft                        | (6)                     | 6                       | -                       | -                       
|                                                                          |                         |                         |                         |                         
|Net
      cash from (used in) investing
      Activities                  | (6)                     | 6                       | 2,000                   | (96,263)                
|                                                                          |                         |                         |                         |                         

.../Cont'd.



SEE
ACCOMPANYING NOTES

F-5

---

BOUNDARIES
CAPITAL, INC.

Continued

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

STATEMENTS
OF CASH FLOWS

for
the years ended April 30, 2003, 2002 and 2001 and the period from

November
24, 1998 (Date of Inception of Exploration Stage) to April 30, 2003

(Stated
in US Dollars)





|                                                                    |            |           |               | November
      24,   
|------------------------------------------------------------------- | ---------- | --------- | ------------- | ---------------------
|                                                                    |            |           |               | 1998
      (Date of  
|                                                                    |            |           |               | Inception
      of   
|                                                                    |            |           |               | the
      Exploration
|                                                                    |            |           |               | Stage)
      to      
|                                                                    |            |           |               | April
      30,      
|                                                                    | 2003       | 2002      | 2001          | 2003                 
|Net
      increase (decrease) in cash during
      the
      period | 10         | (2,367)   | 617           | 10                   
|                                                                    |            |           |               |                      
|Cash,
      beginning of the period                                 | -          | 2,367     | 1,750         | -                    
|                                                                    |            |           |               |                      
|Cash,
      end of the period                                       | $
      10 | $
      - | $
      2,367 | $
      10           
|                                                                    |            |           |               |                      
|Supplemental
      disclosure of cash flow information:            
|Cash
      paid for:                                                |            |           |               |                      
|Interest                                                            | $
      -  | $
      - | $
      -     | $
      -            
|                                                                    |            |           |               |                      
|Income
      taxes                                                  | $
      -  | $
      - | $
      -     | $
      -            
|                                                                    |            |           |               |                      

Non-cash
Transaction - Note 9







SEE
ACCOMPANYING NOTES

F-6

---

BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

STATEMENT
OF STOCKHOLDERS'EQUITY (DEFICIENCY)

for
the period November 24, 1998 (Date of Inception of Exploration Stage) to April
30, 2003

(Stated
in US Dollars)





|                                                                                               |                     |                 |                  | Deficit                  |                         
|---------------------------------------------------------------------------------------------- | ------------------- | --------------- | ---------------- | ------------------------ | ------------------------
|                                                                                               |                     |                 |                  | Accumulated              |                         
|                                                                                               | (Note
      5)      | Additional      | During
      the |                         
|                                                                                               | Common
      Shares | Paid-in         | Exploration      |                         
|                                                                                               | Number              | Par
      Value | Capital          | Stage                    | Total                   
|                                                                                               |                     |                 |                  |                          |                         
|Stock
      issued pursuant to private
      placement
      agreements
      -
      at $0.15 | 13,333              | $
      13      | $
      1,987    | $
      -                | $
      2,000           
|-
      at $2.25                                                                               | 88,495              | 88              | 199,026          | -                        | 199,114                 
|-
      at $3.00                                                                               | 2,222               | 2               | 6,665            | -                        | 6,667                   
|-
      at $74.91                                                                              | 267                 | -               | 20,000           | -                        | 20,000                  
|-
      at $2.25                                                                               | 7,500               | 8               | 16,867           | -                        | 16,875                  
|                                                                                               |                     |                 |                  |                          |                         
|                                                                                               | 111,817             | 111             | 244,545          | -                        | 244,656                 
|Net
      loss for the period                                                                  | -                   | -               | -                | (
      184,872)         | (
      184,872)        
|                                                                                               |                     |                 |                  |                          |                         
|Balance,
      April 30, 1999                                                                  | 111,817             | 111             | 244,545          | (
      184,872)         | 59,784                  
|                                                                                               |                     |                 |                  |                          |                         
|Stock
      rescission
      -
      at $74.91                                                 | (
      267)        | -               | (
      20,000)  | -                        | (
      20,000)         
|Stock
      subscriptions
      -
      at $1.50                                               | 38,800              | 39              | 58,161           | -                        | 58,200                  
|Net
      loss for the year                                                                    | -                   | -               | -                | (
      135,022)         | (
      135,022)        
|                                                                                               |                     |                 |                  |                          |                         
|Balance,
      April 30, 2000                                                                  | 150,350             | 150             | 282,706          | (
      319,894)         | (
      37,038)         
|                                                                                               |                     |                 |                  |                          |                         
|Stock
      subscriptions
      -
      at $1.50                                               | 3,333               | 3               | 4,997            | -                        | 5,000                   
|Net
      loss for the year                                                                    | -                   | -               | -                | (
      74,471)          | (
      74,471)         
|                                                                                               |                     |                 |                  |                          |                         
|Balance,
      April 30, 2001                                                                  | 153,683             | 153             | 287,703          | (
      394,365)         | (
      106,509)        
|Net
      loss for the year                                                                    | -                   | -               | -                | (
      77,816)          | (
      77,816)         
|                                                                                               |                     |                 |                  |                          |                         
|Balance,
      April 30, 2002                                                                  | 153,683             | 153             | 287,703          | (
      472,181)         | (
      184,325)        
|Stock
      subscriptions
      -
      at $2.25                                               | 13,338              | 14              | 29,986           | -                        | 30,000                  
|Net
      loss for the year                                                                    | -                   | -               | -                | (
      92,354)          | (
      92,354)         
|                                                                                               |                     |                 |                  |                          |                         
|Balance,
      April 30, 2003                                                                  | 167,021             | $
      167     | $
      317,689  | $
      (
      564,535) | $
      (
      246,679)
|                                                                                               |                     |                 |                  |                          |                         





SEE
ACCOMPANYING NOTES

F-7

---



BOUNDARIES
CAPITAL, INC.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

NOTES
TO THE FINANCIAL STATEMENTS

April
30, 2003 and 2002

(Stated
in US Dollars)





Note
1

Nature
and Continuance of Operations



The
Company is an exploration stage company.  The Company intends to explore
and develop oil and gas properties in California, USA.  During the 2003 and
2002 fiscal years, the Company has not conducted any exploration and
development.  The Company has not yet determined whether these properties
contain reserves that are economically recoverable.  The recoverability of
the amounts shown for oil and gas properties is dependent upon the discovery of
economically recoverable reserves, confirmation of the Company's interest in
the underlying properties, the ability of the Company to obtain the necessary
financing to satisfy the expenditure requirements of property agreements and
complete the development of the properties, and upon future profitable
production or proceeds from the sale thereof.



These
financial statements have been prepared on a going concern basis.  The
Company has a working capital deficiency of $246,679 as of April 30, 2003 and
has accumulated a deficit of $564,535 since inception.  Its ability to
continue as a going concern is dependent upon the ability of the Company to
generate profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The outcome of these matters
cannot be predicted with any certainty at this time. These factors raise
substantial doubt that the company will be able to continue as a going concern.
The Company has historically satisfied its capital needs primarily by issuing
equity securities.  Management plans to continue to provide for its capital
needs during the year ended April 30, 2004 by the issuance of common stock.
 These financial statements do not include any adjustments to the amounts
and classification of assets and liabilities that may be necessary should the
Company be unable to continue as a going concern.



The
Company was incorporated in Nevada, USA on November 24, 1998, as Herrimen Oil
& Gas Inc. and commenced operations at that time.  On March 24, 2003,
the Company changed its name to Boundaries Capital, Inc. and consolidated its
shares on a 150 old to 1 new basis.



Note
2

Summary
of Significant Accounting Policies



The
financial statements of the Company have been prepared in conformity with
accounting principles generally accepted in the United States of America.
 Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for a
period necessarily involves the use of estimates which have been made using
careful judgement.  Actual results may vary from these estimates.



F-8

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 2







Note
2

Summary
of Significant Accounting Policies - (cont'd)



The
financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:



Exploration
Stage Company

The
Company is an exploration stage company as defined in Statement of Financial
Accounting Standards No. 7 "Accounting and Reporting by Development Stage
Enterprises".  The Company has devoted substantially all of its efforts
to the business of exploration and development of oil and gas interests in
California.  All losses accumulated since incorporation have been
considered as part of the Company's exploration stage activities.



Capital
Assets and Amortization

The
Company records office equipment additions at cost and provides for amortization
at a rate of 15% per annum using the declining balance method.



Impairment
of Long-lived Assets

Capital
assets are reviewed for impairment in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets", which was adopted effective January 1, 2002.
 Under SFAS No. 144, these assets are tested for recoverability whenever
events or changes in circumstances indicate that their carrying amounts may not
be recoverable.  An impairment charge is recognized for the amount, if any,
which the carrying value of the asset exceeds the fair value.



Oil
and Gas Project Costs

The
Company uses the successful efforts method of accounting for oil and gas
activities.  All costs associated with the acquisition of, exploration for
and development of oil and gas reserves are capitalized.  Costs of
exploratory wells that do not find proved and economically recoverable reserves
including costs of related geological and geophysical studies and costs of
carrying the retained property are expensed.

Unproved
oil and gas properties that are individually significant are periodically
assessed for impairment of value, and a loss is recognized at the time of
impairment by providing an impairment allowance.  Other unproved properties
are amortized based on the Company's experience of successful drilling and
average holding period.  Capitalized assets of producing properties,
including provision for estimated abandonment costs and salvage values are
amortized using the unit-of-production method.  Other tangible well
equipment is amortized over their estimated useful lives.



F-9

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 3







Note
2

Summary
of Significant Accounting Policies - (cont'd)



Environmental
Costs

Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused by
past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of:

i)

completion
of a feasibility study:  or

ii)

the
Company's commitments to a plan of action based on the then known facts.

There
have been no environmental expenses incurred by the Company.



Values

The
amounts shown for oil and gas project costs represent costs to date and to not
necessarily reflect present or future values.



Foreign
Currency Translation

Foreign
currency transactions are translated into US dollars, the functional and
reporting currency, by the use of the exchange rate in effect at the date of the
transaction in accordance with Statement of Financial Accounting Standards No.
52  "Foreign Currency Translation".  At each balance sheet date,
recorded balances that are denominated in a currency other than US dollars are
adjusted to reflect the current exchange rate.



Basic
Loss Per Share

The
Company reports basic loss per share in accordance with Statement of Financial
Accounting Standards No. 128 "Earnings per Share".  Basic loss per
share is computed using the weighted average number of shares outstanding during
the period.



Income
Taxes

The
Company uses the asset and liability method of accounting for income taxes in
accordance with Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes".  Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
existing assets and liabilities and loss carryforwards and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.



F-10

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 4







Note
2

Summary
of Significant Accounting Policies - (cont'd)



Financial
Instruments

The
carrying value of the Company's financial instruments, consisting of cash,
bank overdraft, accounts payable and advances payable approximate their fair
value due to the short-term maturity of such instruments.  Unless otherwise
noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments.



Note
3

Commitments



Pioneer
Canal Project

By
an option agreement dated November 27, 1998 and amendments thereto dated
December 31, 2001 and June 25, 2002, the Company paid $45,000 to a company with
a common director for an option on two wells in the Pioneer Canal Project
located in Kern County in the State of California, USA. In addition, the Company
paid a $25,000 finder's fee with respect to this option.



The
exercise price of the option is $750,000, and the option period has been
extended indefinitely until terminated in writing with thirty days notice.
 If exercised, the Company would earn a 12% and a 13% working interest in
the two wells, respectively.  In a prior year, the Company recorded a
write-off of $84,500 in respect to this project.



Midway
Oil and Gas Lease

During
the year ended April 30, 2001, the Company wrote-off the balance of acquisition
costs totalling $14,500.



Note
4

Advances
Payable



|                                    | 2003          | 2002          
|----------------------------------- | ------------- | --------------
|                                    |               |               
|Advances
      from related parties | $
      8,766 | $
      19,016
|Share
      subscriptions           | -             | 15,000        
|                                    |               |               
|                                    | $
      8,766 | $
      34,016
|                                    |               |               



These
amounts are unsecured, non-interest bearing and have no specific terms for
repayment.



F-11

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 5







Note
5

Capital
Stock - Note 11



On
March 24, 2003, the shareholders of the Company approved a consolidation of its
common stock on a 150 old for 1 new basis.  The Company has reflected this
consolidation retroactively.



Note
6

Related
Party Transactions - Notes 3 and 4



The
Company was charged the following amounts by directors of the Company or
companies with directors or officers in common:



|                                                |                |                |                | November
      24,        
|----------------------------------------------- | -------------- | -------------- | -------------- | --------------------------
|                                                |                |                |                | 1998
      (Date of Incep-
|                                                |                |                |                | tion
      of Exploration 
|                                                |                |                |                | Stage
      to April 30,  
|                                                | 2003           | 2002           | 2001           | 2003                      
|Administration
      fees                       | $
      -      | $
      -      | $
      -      | $
      14,527            
|Capital
      assets                            | -              | -              | -              | 3,547                     
|Consulting
      fees                           | 9,074          | 3,875          | -              | 14,949                    
|Cost
      recovery                             | -              | -              | -              | (
      4,000)            
|Management
      fees                           | 48,000         | 48,000         | 48,000         | 216,000                   
|Rent                                            | -              | -              | -              | 1,432                     
|Write-off
      of oil and gas
      properties | -              | -              | -              | 45,000                    
|                                                |                |                |                |                           
|                                                | $
      57,074 | $
      51,875 | $
      48,000 | $
      291,455           
|                                                |                |                |                |                           



The
charges were measured by the exchange amount which is the amount agreed upon by
the transacting parties.

At
April 30, 2003 and 2002, the Company owed the following amounts to directors of
the Company or companies with directors in common:



|                       |  | 2003            | 2002           
|---------------------- |  | --------------- | ---------------
|Accounts
      payable |  | $
      169,308 | $
      112,234
|Advances
      payable |  | 8,766           | 19,016         
|                       |  |                 |                
|                       |  | $
      178,074 | $
      131,250
|                       |  |                 |                



These
amounts are unsecured, non-interest bearing and have no specific terms for
repayment.



F-12

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 6







Note
7

Deferred
Tax Assets



The
significant components of the Company's deferred tax assets are as follows:



|                                                  | Total           
|------------------------------------------------- | ----------------
|Deferred
      Tax Assets                         |                 
|Non-capital
      loss carryforwards              | $
      187,887 
|Valuation
      allowance for deferred tax assets | (
      187,887)
|                                                  |                 
|                                                  | $
      -       
|                                                  |                 



The
amount taken into income as deferred tax assets must reflect that portion of the
income tax loss carryforwards which is likely to be realized from future
operations.  The Company has provided an allowance of 100% against all
available income tax loss carryforwards, regardless of their time of expiry, as
it is more likely than not that all of the deferred tax assets will not be
realized.



Note
8

Income
Taxes



No
provision for income taxes has been provided in these financial statements due
to the net loss.  At April 30, 2003, the Company has net operating loss
carryforwards, which expire commencing in 2019 totalling approximately $553,000,
the benefit of which has not been recorded in the financial statements.



Note
9

Non-cash
Transaction



Operating
and financing activities that do not have a direct impact on current cash flows
are excluded from the statement of cash flows.  During the year ended April
30, 2003, the Company issued 13,338 common shares at $2.25 per share pursuant to
share subscription agreements.  Consideration for these share subscriptions
totalling $30,000 was advanced to the company as loan proceeds during the year
ended April 30, 2000.  This transaction was excluded from the statement of
cash flows.



Note
10

New
Accounting Standards



Management
does not believe that any recently issued, but not yet effective accounting
standards if currently adopted could have a material effect on the accompanying
financial statements.



F-13

---



Boundaries
Capital, Inc.

(formerly
Herrimen Oil & Gas Inc.)

(An
Exploration Stage Company)

Notes
to the Financial Statements

April
30, 2003 and 2002

(Stated
in US Dollars) - Page 7





Note
11

Subsequent
Event



Subsequent
to April 30, 2003, the Company agreed to issue 10,354,500 common shares to
settle accounts payable totalling $102,935 and advances payable totalling $610,
all outstanding at April 30, 2003, at a price of $0.01 per share.





F-14