UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

[ X ]    Quarterly Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the period ended March 31, 2005.

[    ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the transition period              to
                                   -------------  --------------

              Commission File Number   333-120682
                                       ----------



                               BOSS MINERALS, INC.
        -----------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)


             Nevada                                    Applied For
-------------------------------             --------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

400 - 318 Homer Street
Vancouver, British Columbia, Canada                     V6B 2V2
---------------------------------------           -------------------
(Address of principal executive offices)          (Postal or Zip Code)


Issuer's telephone number, including area code:      604-602-7591
                                                  -------------------


                                      None
--------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)




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


State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  7,500,000 Shares of $0.001 par value
Common Stock outstanding as of May 19, 2005.

<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Financial Statements
(Expressed in U.S. Dollars)



                                                                     Index

Balance Sheets........................................................F-1

Statements of Operations..............................................F-2

Statements of Cash Flows..............................................F-3

Notes to the Financial Statements.....................................F-4



Boss Minerals, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)

<table>
<caption>
                                                                              March 31,        September 30,
                                                                                2005                2004
                                                                             (unaudited)         (audited)
                                                                                  $                  $
                                 Assets

                                                                             <c>               <c>
Current Assets
   Cash                                                                           15,151             26,964
-----------------------------------------------------------------------------------------------------------------
Total Assets                                                                      15,151             26,964
=================================================================================================================


                  Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable                                                                  215                215
   Accrued liabilities                                                            11,000             13,000
   Due to related parties (Note 4)                                                 3,300              3,400
-----------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                 14,515             16,615
-----------------------------------------------------------------------------------------------------------------

Commitment (Note 3)

Stockholders' Equity

Common Stock
   75,000,000 shares authorized, with a $0.001 par value,
   7,500,000 shares issued and outstanding                                         7,500              7,500
Additional Paid-in Capital                                                        22,500             22,500
Donated Capital (Note 4)                                                          13,000              7,000
Deficit Accumulated During The Exploration Stage                                 (42,364)           (26,651)
-----------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                           636             10,349
-----------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                        15,151             26,964
=================================================================================================================
</table>




   (The accompanying notes are an integral part of these financial statements)

                                       F-1
<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)
(unaudited)

<table>
<caption>
                                                                                    From                 From
                                                Three Months    Six Months   February 17, 2004    February 17, 2004
                                                   Ended          Ended         (Inception)          (Inception)
                                                 March 31,      March 31,       to March 31,         to March 31,
                                                    2005           2005             2004                 2005
                                                     $              $                $                    $

                                                <c>            <c>             <c>                   <c>

Revenue                                                     -             -                 -                   -
-----------------------------------------------------------------------------------------------------------------------

Expenses
   Management services (Note 4)                         2,250         4,500               750               9,750
   Mineral exploration costs                                -         3,005                 -               3,005
   Mineral property costs                                   -             -                 -               3,000
   Office and rent (Note 4)                               772         1,648               474               3,534
   Professional fees                                    1,500         6,560                 -              23,075
-----------------------------------------------------------------------------------------------------------------------
Total Expenses                                          4,522        15,713             1,224              42,364
-----------------------------------------------------------------------------------------------------------------------

Net Loss                                               (4,522)      (15,713)           (1,224)            (42,364)
=======================================================================================================================

Net Loss Per Share - Basic and Diluted                      -             -                 -
=================================================================================================

Weighted Average Number of Shares Outstanding       7,500,000     7,500,000         5,000,000
=================================================================================================
</table>




   (The accompanying notes are an integral part of these financial statements)

                                       F-2
<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in U.S. Dollars)
(unaudited)

<table>
<caption>
                                                                                                      From
                                                                         Six Months            February 17, 2004
                                                                           Ended                  (Inception)
                                                                         March 31,                to March 31,
                                                                            2005                      2004
                                                                             $                         $

                                                                       <c>                         <c>
Operating Activities

   Net loss                                                                 (15,713)                    (1,224)

   Adjustment to reconcile net loss to net cash used in operating
    activities

     Donated management services and rent                                     6,000                      1,000

   Changes in operating assets and liabilities

     Accounts payable and accrued liabilities                                (2,000)                       215
--------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                       (11,713)                        (9)
--------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                                             -                          -
--------------------------------------------------------------------------------------------------------------------

Financing Activities
   Common stock issued                                                            -                      5,000
   Advances from related parties                                               (100)                       100
--------------------------------------------------------------------------------------------------------------------
Net Cash from Financing Activities                                             (100)                     5,100
--------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                                 (11,813)                     5,091

Cash, Beginning of Period                                                    26,964                          -
--------------------------------------------------------------------------------------------------------------------

Cash, End of Period                                                          15,151                      5,091
====================================================================================================================

Non-cash Investing and Financing Activities                                       -                          -
====================================================================================================================

Supplemental Disclosure
  Interest paid                                                                   -                          -
  Income taxes paid                                                               -                          -
====================================================================================================================
</table>





   (The accompanying notes are an integral part of these financial statements)

                                       F-3

<page>


Boss Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
(unaudited)

1.   Nature and Continuance of Operations

     The Company was  incorporated  in the State of Nevada on February 17, 2004.
     The Company is an  Exploration  Stage  Company as defined by  Statement  of
     Financial  Accounting  Standard  ("SFAS") No. 7. The Company has acquired a
     mineral  property located in the Province of British  Columbia,  Canada and
     has not yet  determined  whether this property  contains  reserves that are
     economically  recoverable.  The recoverability of amounts from the property
     will be dependent upon the discovery of economically  recoverable reserves,
     confirmation  of the Company's  interest in the  underlying  property,  the
     ability  of the  Company  to obtain  necessary  financing  to  satisfy  the
     expenditure  requirements  under the property agreement and to complete the
     development  of the  property  and upon  future  profitable  production  or
     proceeds for the sale thereof.

     These financial statements have been prepared on a going concern basis. The
     Company has incurred  losses since  inception  resulting in an  accumulated
     deficit of $42,364 and further losses are anticipated in the development of
     its  business  raising  substantial  doubt about the  Company's  ability to
     continue as a going concern.  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 Company  filed an SB-2  Registration  Statement  to register  2,500,000
     shares of common stock for resale by existing  shareholders  of the Company
     with the United States Securities and Exchange Commission. The Company will
     not receive any  proceeds  from the resale of shares of common stock by the
     selling stockholders.

2.   Summary of Significant Accounting Policies

     a)  Basis of Presentation

         The  financial   statements  of  the  Company  have  been  prepared  in
         accordance with generally accepted accounting  principles in the United
         States and are expressed in U.S. Dollars. The Company's fiscal year-end
         is September 30.

     b)  Use of Estimates

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States requires management
         to make estimates and assumptions  that affect the reported  amounts of
         assets  and  liabilities  and  disclosure  of  contingent   assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of revenues and expenses  during the reporting  period.  Actual
         results could differ from those estimates.

     c)  Cash and Cash Equivalents

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

     d)  Mineral Property Costs

         The Company has been in the  exploration  stage since its  formation on
         February  17,  2004  and has not yet  realized  any  revenues  from its
         planned  operations.  It is primarily  engaged in the  acquisition  and
         exploration of mining  properties.  Mineral  property  acquisition  and
         exploration  costs are charged to operations  as incurred.  When it has
         been determined that a mineral  property can be economically  developed
         as a result of  establishing  proven and probable  reserves,  the costs
         incurred to develop such property, are capitalized.  Such costs will be
         amortized using the units-of-production  method over the estimated life
         of the probable reserve.


                                       F-4

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)
(unaudited)

2.   Summary of Significant Accounting Policies (continued)

     e)  Financial Instruments

         The carrying value of cash,  accounts payable,  accrued liabilities and
         due to related  parties  approximates  their fair value  because of the
         short-term maturity of these instruments.  The Company's operations are
         in Canada and  virtually all of its assets and  liabilities  are giving
         rise to  significant  exposure to market  risks from changes in foreign
         currency  rates.  The  financial  risk  is the  risk  to the  Company's
         operations that arise from  fluctuations in foreign  exchange rates and
         the degree of  volatility of these rates.  Currently,  the Company does
         not use  derivative  instruments  to reduce  its  exposure  to  foreign
         currency risk.

     f)  Concentration of Credit Risk

         Financial  instruments that  potentially  subject the Company to credit
         risk  consist  principally  of  cash.  Cash was  deposited  with a high
         quality credit institution.

     g)  Foreign Currency Translation

         The Company's  functional  and reporting  currency is the United States
         dollar.  Occasional  transitions  may  occur in  Canadian  dollars  and
         management  has  adopted  SFAS No. 52 "Foreign  Currency  Translation".
         Monetary assets and liabilities  denominated in foreign  currencies are
         translated  using the exchange  rate  prevailing  at the balance  sheet
         date.  Non-monetary  assets  and  liabilities  denominated  in  foreign
         currencies are translated at rates of exchange in effect at the date of
         the transaction.  Average monthly rates are used to translate  revenues
         and expenses.  Gains and losses arising on translation or settlement of
         foreign currency  denominated  transactions or balances are included in
         the determination of income.  The Company has not, to the date of these
         financials  statements,  entered into derivative  instruments to offset
         the impact of foreign currency fluctuations.

     h)  Income Taxes

         Potential  benefits  of income  tax losses  are not  recognized  in the
         accounts  until  realization  is more likely than not.  The Company has
         adopted SFAS No. 109 as of its inception.  Pursuant to SFAS No. 109 the
         Company is  required to compute tax asset  benefits  for net  operating
         losses carried forward.  Potential benefit of net operating losses have
         not been recognized in these financial  statements  because the Company
         cannot be assured it is more  likely  than not it will  utilize the net
         operating losses carried forward in future years.

     i)  Stock-based Compensation

         The Company  records  stock-based  compensation in accordance with SFAS
         No. 123, "Accounting for Stock-Based Compensation". All transactions in
         which goods or services are provided to the Company in exchange for the
         issuance  of equity  instruments  are  accounted  for based on the fair
         value of the  consideration  received  or the fair  value of the equity
         instrument  issued,  whichever  is  more  reliably  measurable.  Equity
         instruments  issued to employees and the cost of the services  received
         as consideration are measured and recognized based on the fair value of
         the equity  instruments  issued.  The Company does not currently have a
         stock option plan.

     j)  Environmental Costs

         Environmental  expenditures  that  relate  to  current  operations  are
         charged to operations 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 charged to
         operations.  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  completion  of  a  feasibility   study  or  the  Company's
         commitments to plan of action based on the then known facts.


<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)
(unaudited)

2.   Summary of Significant Accounting Policies (continued)

     k)  Comprehensive Loss

         SFAS No. 130, "Reporting  Comprehensive  Income," establishes standards
         for the reporting and display of comprehensive  loss and its components
         in the financial statements. As at March 31, 2005 and 2004, the Company
         has no items that represent a comprehensive  loss and,  therefore,  has
         not  included  a  schedule  of  comprehensive  loss  in  the  financial
         statements.

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

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

     m)  Recent Accounting Pronouncements

         In December 2004,  the Financial  Accounting  Standards  Board ("FASB")
         issued SFAS No. 123  (Revised  2004)  ("SFAS No.  123R"),  "Share-Based
         Payment." SFAS No. 123R requires that the compensation cost relating to
         share-based payment transactions be recognized in financial statements.
         That cost will be  measured  based on the fair  value of the  equity or
         liability  instruments issued. SFAS No. 123R represents the culmination
         of a two-year  effort to respond to requests  from  investors  and many
         others that the FASB improve the  accounting  for  share-based  payment
         arrangements with employees.  The scope of SFAS No.123R includes a wide
         range of share-based compensation arrangements including share options,
         restricted share plans,  performance-based  awards,  share appreciation
         rights,  and employee share purchase plans. SFAS No. 123R replaces SFAS
         No. 123, "Accounting for Stock-Based Compensation",  and supersedes APB
         Opinion No. 25,  "Accounting  for Stock Issued to Employees".  SFAS No.
         123,  as  originally  issued  in  1995,  established  as  preferable  a
         fair-value-based   method  of  accounting   for   share-based   payment
         transactions with employees. However, that statement permitted entities
         the option of  continuing  to apply the guidance in APB Opinion No. 25,
         as long as the footnotes to the financial statements disclosed what net
         income would have been had the preferable  fair-value-based method been
         used.  Although  those  disclosures  helped to  mitigate  the  problems
         associated with accounting under APB Opinion No. 25, many investors and
         other  users of  financial  statements  believed  that the  failure  to
         include employee  compensation  costs in the income statement  impaired
         the   transparency,   comparability,   and   credibility  of  financial
         statements. Public entities that file as small business issuers will be
         required  to  apply  Statement  123R in the  first  interim  or  annual
         reporting  period that begins after  December 15, 2005. The adoption of
         this  standard  is not  expected  to  have  a  material  impact  on the
         Company's results of operations or financial position.


<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)
(unaudited)

2.   Summary of Significant Accounting Policies (continued)

     m)  Recent Accounting Pronouncements (continued)

         In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges  of
         Nonmonetary  Assets - An Amendment of APB Opinion No. 29". SFAS No. 153
         is the  result of a broader  effort  by the FASB to  improve  financial
         reporting by eliminating  differences between GAAP in the United States
         and GAAP  developed by the  International  Accounting  Standards  Board
         (IASB).  As part of this  effort,  the  FASB  and the  IASB  identified
         opportunities  to improve  financial  reporting by eliminating  certain
         narrow differences  between their existing accounting  standards.  SFAS
         No.  153  amends  APB  Opinion  No.  29,  "Accounting  for  Nonmonetary
         Transactions", that was issued in 1973. The amendments made by SFAS No.
         153 are based on the principle  that  exchanges of  nonmonetary  assets
         should be  measured  based on the fair value of the  assets  exchanged.
         Further,  the amendments eliminate the narrow exception for nonmonetary
         exchanges  of similar  productive  assets and replace it with a broader
         exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
         "commercial  substance."  Previously,  APB Opinion No. 29 required that
         the  accounting  for an  exchange of a  productive  asset for a similar
         productive  asset or an  equivalent  interest  in the  same or  similar
         productive  asset should be based on the  recorded  amount of the asset
         relinquished.   The   provisions  in  SFAS  No.153  are  effective  for
         nonmonetary asset exchanges occurring in fiscal periods beginning after
         June 15, 2005. Early  application is permitted and companies must apply
         the standard prospectively.  The effect of adoption of this standard is
         not  expected  to have a material  impact on the  Company's  results of
         operations and financial position.

         FASB has also  issued  SFAS No.  151 and 152 but they will not have any
         relationship to the operations of the Company,  therefore a description
         and its  impact on the  Company's  operations  for each,  have not been
         disclosed.

     n)  Interim Financial Statements

         Theese interim unaudited  financial  statements have been  prepared  on
         the same basis as the annual financial  statements  and in the  opinion
         of  management,  reflect all  adjustments, which  include  only  normal
         recurring  adjustments, necessary  to  present  fairly  the   Company's
         financial position, results  of  operations  and  cash  flows  for  the
         periods shown. The results of  operations  for  such  periods  are  not
         necessarily indicative of the results expected for a full year  or  for
         any future period.


3.   Mineral Properties

     Pursuant to a Mineral  Property  Option  Agreement dated July 31, 2004, the
     Company was granted an option to acquire a 100% undivided right,  title and
     interest  in  twenty  mineral  claim  units,  known  as the  Mosquito  King
     Property,  located in the  Kamloops  Mining  Division of British  Columbia,
     Canada.  To  complete  the option the  Company  must make cash  payments of
     $33,000 as follows:

      - $3,000 by August 25, 2004 (paid);
      - an additional  $5,000 by August 15, 2005; and
      - an additional $25,000 by August 15, 2006.

     The property will be subject to a 2% net smelter returns royalty.

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)
(unaudited)


4.   Related Party Transactions

     a)  The  balance  of  $3,000  (September  30,  2004  -  $3,100)  due to the
         President of the Company is non-interest bearing,  unsecured and due on
         demand. The President of the Company charged $3,000 for the preparation
         of the  Company's  SB-2  Registration  Statement  which was included in
         professional fees for the period ended September 30, 2004.

     b)  During the six months  ended  March 31,  2005,  the Company was charged
         $600 (period  ended March 31, 2004 - $Nil) by a company  controlled  by
         the President of the Company for accounting  services.  The balance due
         of $300  (September  30, 2004 - $300) to this  company is  non-interest
         bearing unsecured and due on demand.

     c)  The President of the Company  provides  management  services and office
         premises to the Company.  The services are valued at $750 per month and
         the office premises are valued at $250 per month. During the six months
         ended March 31, 2005,  donated  services of $4,500  (period ended March
         31, 2004 - $750) and donated rent expense of $1,500 (period ended March
         31, 2004 - $250) were charged to operations.



Forward-Looking Statements
--------------------------

This Form 10-QSB includes "forward-looking statements" within the meaning of the
"safe-harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995.  Such statements are based on management's  current  expectations  and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.

All statements  other than  historical  facts  included in this Form,  including
without  limitation,   statements  under  "Plan  of  Operation",  regarding  our
financial  position,  business strategy,  and plans and objectives of management
for the future operations, are forward-looking statements.

Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from our expectations  include, but are not limited to, market
conditions, competition and the ability to successfully complete financing.

Item 2. Plan of Operation
-------------------------

Our plan of operation for the twelve months following the date of this report is
to  complete  the  recommended  phase one and two  exploration  programs  on the
Mosquito  King  claims  consisting  of  re-sampling  of old  workings,  geologic
mapping,  analytical and test surveys.  We anticipate that the phase one program
will  cost  approximately   $5,000,  while  the  phase  two  program  will  cost
approximately  $15,000.  The above program cost estimates were provided to us by
Dr.  Bohumil Molak and are contained in his  geological  report  respecting  the
Mosquito King claims. Project costs may exceed Dr. Molak's estimates.

To date,  we have not  commenced  exploration  on the  Mosquito  King  property.
However, we did retain Mr. Bohumil Molak, a professional  geologist, to complete
an initial  review of the claims  and to  provide  us with a  geological  report
respecting  the claims  that  included  exploration  recommendations.  For these
services, we paid Dr. Molak $3,005.


<page>


We plan to  commence  the phase one  exploration  program on the  Mosquito  King
claims in June of 2005, as soon as weather  conditions  in the area permit.  The
program should take  approximately  up to a one month to complete.  We will then
undertake  the phase two work  program  during the August of 2005.  This program
will also take approximately one month to complete.

Following the phase two exploration, we intend to complete a drilling program on
the Mosquito King claims. The estimate cost of this program is $100,000 and will
take  approximately  three  months to complete,  including  the  collection  and
interpretation  of all  exploration  data.  Subject to financing,  we anticipate
commencing  the drill  program in the spring of 2006.  Follow up drilling  would
occur in the autumn of 2006.

While  weather may  occasionally  prevent us from  accessing  the Mosquito  King
claims in winter  months,  we do not  expect  conditions  to impact  our plan of
operation,  as we have  scheduled our  exploration  programs  during the spring,
summer and autumn.

We do not have any verbal or written  agreement  regarding  the retention of any
qualified engineer or geologist for our planned exploration programs.

As well, we  anticipate  spending an additional  $12,000 on  professional  fees,
general  administrative  costs and  expenditures  associated with complying with
reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $32,000.

We will require  additional  funding in order to proceed with the proposed phase
two  surveys  and  with  any  subsequent  recommended  work  on the  claims.  We
anticipate  that  additional  funding  will be  required  in the form of  equity
financing  from  the  sale of our  common  stock.  However,  we  cannot  provide
investors  with any assurance that we will be able to raise  sufficient  funding
from the sale of our common  stock to fund the second  phase of the  exploration
program.  We believe that debt financing will not be an alternative  for funding
the complete  exploration  program. We do not have any arrangements in place for
any future equity financing.


Results Of Operations For Period Ending March 31, 2005

We did not earn any revenues during the period ending March 31, 2005. During the
six-month  period ended March 31, 2005,  we incurred  operating  expenses in the
amount of $15,713,  compared to operating expenses of $1,224 incurred during the
period from February 17, 2004  (Inception)  to March 31, 2004.  These  operating
expenses were comprised of  professional  fees of $6,560 (2004:  $Nil),  donated
management services of $4,500 (2004: $ 750), mineral exploration costs of $3,005
(2004:  $Nil) and office and rent costs of $1,648 (2004:  $474). The increase in
operating  expenses  during the six months  ended  March 31,  2005 is due to the
increase in  professional  fees,  mineral  exploration  costs and office related
costs   attributed  to general increase in  corporate activity. In addition  the
comparability of  the   current   reporting   period   with   the  period  ended
March 31, 2004 is affected by a shorter,less than six months, comparative period
in 2004, from February 17, 2004 to March 31, 2004. Office  rent  and  management
in the  comparative  period of the fiscal 2004 were recorded by the Company only
for one month.

At March 31, 2005, the Company had $15,151 in  cash  and  liabilities  totalling
$14,515 for working capital of $636 compared to working capital of $10,349 as at
September 30, 2004.

We have not  generated  any revenue  since  inception  and  are  dependent  upon
obtaining  financing to pursue exploration  activities.  For these reasons,  our
auditors believe that there is  substantial  doubt  that  we  will  be  able  to
continue as a going concern.

Critical Accounting Policies
----------------------------

Our financial  statements are prepared in accordance with accounting  principles
generally  accepted  in  the  United  States  of  America.  Preparing  financial
statements in accordance with generally accepted accounting  principles requires
management to make estimates and assumptions  which affect the reported  amounts
of  assets  and  liabilities  and  the  disclosure  of  contingent   assets  and
liabilities  at the balance  sheet dates,  and the  recognition  of revenues and
expenses for the reporting periods. These estimates and assumptions are affected
by management's application of accounting policies.

<page>

Mineral Properties

We charge all of our  mineral  property  acquisition  and  exploration  costs to
operations as incurred.  If, in the future, we determine that a mineral property
in which we have an  interest  can be  economically  developed  on the  basis of
established proven and probable reserves,  we will capitalize the costs incurred
to   develop   the   property.   Such  costs   will  be   amortized   using  the
units-of-production method over the estimated life of the probable reserve.

Item 3 Controls and Procedures
------------------------------

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
March 31, 2005.  This  evaluation  was  conducted by Andrei  Krioukov and Alexei
Jirniaguine, our chief executive officer and our principal accounting officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based  upon  their  evaluation  of our  controls,  Andrei  Krioukov  and  Alexei
Jirniaguine,  our chief executive officer and principal accounting officer, have
concluded that, subject to the limitations noted above, the disclosure  controls
are effective providing  reasonable assurance that material information relating
to us is made known to  management  on a timely basis during the period when our
reports are being prepared.  There were no changes in our internal controls that
occurred  during  the  quarter  covered  by this  report  that  have  materially
affected, or are reasonably likely to materially affect our internal controls.

PART II- OTHER INFORMATION
--------------------------

Item 1. Legal Proceedings

The Company is not a party to any pending  legal  proceedings. Management is not
aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

<page>

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Report on Form 8-K

 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted  pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted  pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted  pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

32.2      Certification pursuant to 18 U.S.C. Section 1350, as adopted  pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

We did not file any current reports on Form 8-K during the period.


SIGNATURES
----------
In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



Boss Minerals, Inc.


/s/ Andrei Krioukov                      Date:  May 19, 2005
--------------------------
Andrei Krioukov,
President and Chief Executive Officer
(Principal Executive Officer)



/s/ Alexei Jirniaguine                   Date:  May 19, 2005
----------------------------
Alexei Jirniaguine
Chief Financial Officer
(Principal Accounting Officer)