SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F /A (
Annual Report )

(Amendment No. 1)

(Mark One)



_  Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

x  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended March 31, 2004

or

_  Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from _____ to _____



Commission File Number0-30462



VANNESSA VENTURES LTD.

(Exact Name of Registrant as Specified in its Charter)



NOT APPLICABLE

(Translation of Registrants Name into English)



British Columbia, Canada

(Jurisdiction of Incorporation or Organization)



Suite 220, 1010 - 1st Street SW, Calgary, Alberta, Canada, T2R 1K4

(Address of Principal Executive Offices)

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

|Title of Each Class               | Name of Each Exchange
on Which Registered
|--------------------------------- | -----------------------------------------
|______________N/A________________ | ______________N/A_______________         



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



Common Shares Without Par Value

(Title of Class)



Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

N/A

(Title of Class)



Indicate the number of outstanding shares of each of the issuers classes of capital stock as of March 31, 2004:



75,051,353 Common Shares





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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



YES                                     NO X





Indicate by check mark which financial statement item the registrant has elected to follow.



ITEM 17 X                          ITEM 18



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.



NOT APPLICABLE







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TABLE OF CONTENTS



|                 |                         | PAGE
|---------------- | ----------------------- | ----
|                 |                         |     
|Explanatory Note |                         | 1   
|                 |                         |     
|                 |                         |     
|PART II          |                         | PAGE
|                 |                         |     
|ITEM 15          | Controls and Procedures | 2   
|                 |                         |     
|PART III         |                         | PAGE
|                 |                         |     
|ITEM 17          | Financial Statements    | 3   
|                 |                         |     
|ITEM 18          | Financial Statements    | 3   
|                 |                         |     
|ITEM 19          | Exhibits                | 3   











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Explanatory Note

for

Amendment No. 1 to Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2004



Vannessa Ventures Ltd. (the Company) is filing this Amendment No. 1 on Form 20-F/A (this Amendment) to its Annual Report on Form 20-F for the fiscal year ended March 31, 2004, originally filed with the Securities and Exchange Commission (the Commission) on December 6, 2005 (the Original 2004 Form 20-F).  This Amendment reflects modifications that the Company has made in light of comments from the Staff of the Commission in connection with its review of the Original 2004 Form 20-F.



In accordance with the Staffs comments, Item 15 in Part II of the Original 2004 Form 20-F is amended and replaced in its entirety with Item 15 as included in this Amendment.  The Companys audited consolidated financial statements (the Financial Statements) as included in Item 17 in Part III of the Original 2004 Form 20-F are amended as follows:  Notes 1 and 16(a)(viii) to the Financial Statements have been revised to include statements to the effect that, for purposes of U.S. Generally Accepted Accounting Principles, the Company is defined as an exploration-stage enterprise. The title page and headings of the Financial Statements have been amended accordingly.



In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 filed as exhibits to the Original 2004 Form 20-F, have been re-executed as of the date of, and are refilled as part of, this Amendment as Exhibits 12.1, 12.2, 13.1 and 13.2.  Item 19 in Part III hereof is accordingly amended.



Except for the items described above or contained in the Amendment, this Amendment continues to speak as of the date of the Original 2004 Form 20-F, and does not modify, amend or update in any way the financial statements or any other item or disclosures in the Original 2004 Form 20-F.

















The information contained in this Annual Report is current at September 30, 2005 except where a different date is specified.



Unless otherwise specified, all monetary amounts are expressed in Canadian dollars.



Financial information is presented in accordance with accounting principles generally accepted in Canada.  Differences between accounting principles generally accepted in Canada and in the United States, as applicable to the Company, are set forth in Note 16 to the accompanying audited consolidated financial statements of Vannessa Ventures Ltd.



1







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ITEM 15               CONTROLS AND PROCEDURES



Disclosure Controls and Procedures.  As of March 31, 2004, an evaluation was carried out by the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended).



The Companys initial filing with the Commission of its Annual Report on Form 20-F for Fiscal 2004 (the Original 2004 Form 20-F) was made in December 2005 and will be followed in early 2006 by the Companys Annual Report on Form 20-F for Fiscal 2005 (the 2005 Form 20-F).  As discussed in the introductory portion of the Original 2004 Form 20-F under Explanatory Note, that filing (and now such filing as amended hereby) reflects modifications to the Companys 2003 Annual Report on Form 20-F that the Company has made in light of comments received from the Staff of the Commission in connection with its review of that report concerning, among other matters, auditor independence issues.  Also of particular significance, as noted by the Staff, because the Company had restated previously issued and audited financial statements, it was necessary for the Company to obtain a re-audit of that information for U.S. filing purposes.  The Company, which replaced its former auditors during its 2004 fiscal year, retained its current auditors in October 2004 to undertake re-audits of the Companys financial statements for its fiscal years 2002 through 2003 inclusive.  These re-audits have been completed and the audited statements were filed with the Original 2004 Form 20-F.  The Companys Audit Committee has been fully apprised of these developments on a timely basis.



Accordingly, as filing of the Original 2004 Form 20-F was first made in December 2005 and will be followed shortly in early 2006 by the filing of the 2005 Form 20-F, the Companys Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective as of March 31, 2004 to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



The Company is of the view that the filing delays described above constituted a material weakness in the Companys controls and procedures.  The delays were primarily caused by the need to have the financial statements for fiscal years 2002 and 2003 reaudited.  In connection with this, the Company replaced its former auditors during its 2004 fiscal year and retained its current auditors in October 2004.  The audit efforts and scope required a significant amount of time.  Delays were also caused by the time required to respond to the Staffs comments as issued in the comment letter dated September 10, 2004.  The Companys staff and resources are limited and accordingly Company personnel could not devote their efforts to the foregoing matters on a full-time basis.  Therefore the time required to complete these matters was greater than would have been required had the Company been able to assign staff full-time to these tasks.  As a result of these factors, the Company was delinquent in filing its Annual Reports on Form 20-F for its 2004 and 2005 fiscal years.



To remedy the situation and to avoid similar weaknesses in the future, the Company has taken a number of steps in addition to engaging the new auditors as noted.  The Company has hired permanent in-house personnel, including a Controller who was retained in February 2004.  The Controller works closely with the auditors, Company personnel, the Companys Audit Committee and with the Companys U.S. counsel to comply with disclosure requirements and ensure timeliness and accuracy of the Companys filings with the Commission.  This effort is and will continue to be a priority of the Audit Committee.  Therefore, in connection with the preparation of the Original 2004 Form 20-F as amended hereby and the 2005 Form 20-F, the Company believes that it has instituted controls and procedures to enable it to file future Annual Reports with the Commission on a timely basis.



Changes in Internal Control over Financial Reporting.  During the fiscal year ended March 31, 2004, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



2







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PART III



ITEM 17               FINANCIAL STATEMENTS



The following financial statements are attached and incorporated herein:



| | Description of Document                                                                             |     | Page
| | --------------------------------------------------------------------------------------------------- | --- | ----
| | Auditors Report dated August 10, 2004 except as to Notes 10 and 16, which are as of July 22, 2005  | F-1
| | Consolidated Balance Sheets as at March 31, 2004, 2003 and 2002                                     | F-2
| | Consolidated Statements of Operations and Deficit for the Years Ended March 31, 2004, 2003 and 2002 | F-3
| | Consolidated Statements of Cash Flows for the Years Ended March 31, 2004, 2003 and 2002             | F-5
| | Notes to Financial Statements for the Years Ended March 31, 2004, 2003 and 2002                     | F-6









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VANNESSA VENTURES LTD.

(an exploration stage company)



Consolidated Financial Statements

Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)















F-1



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Report of Independent Auditor



To the Directors of

Vannessa Ventures Ltd.





We have audited the consolidated balance sheets of Vannessa Ventures Ltd. as at March 31, 2004, 2003 and 2002, and the consolidated statements of operations and deficit and cash flows for the years then ended.  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 Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  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 consolidated financial position of Vannessa Ventures Ltd. as at March 31, 2004, 2003 and 2002, and the results of its operations and its cash flows for the years then ended in conformity with Canadian generally accepted accounting principles.



As explained in note 16 to these consolidated financial statements, certain figures contained in Note 16 as at and for the years ended March 31, 2003 and 2002 have been restated.



/s/ Ernst & Young LLP

Vancouver, Canada                                                                                       Chartered Accountants

August 10, 2004, except as to notes 10 and 16

which are as of July 22, 2005







Comments by Auditors for U.S. Readers
on Canada - U.S. Reporting Conflict



In the United States, reporting standards for auditors require the addition of an explanatory paragraph, following the opinion paragraph, when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in note 1 to these consolidated financial statements. Our report to the Directors dated August 10, 2004, except as to notes 10 and 16 which are as of July 22, 2005, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the report of the independent auditor when these are adequately disclosed in the financial statements.



/s/ Ernst & Young LLP

Vancouver, Canada                                                                                       Chartered Accountants

August 10, 2004, except as to Notes 10 and 16

which are as of July 22, 2005

F-2





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VANNESSA VENTURES LTD.

(an exploration stage company)

Consolidated Balance Sheets

March 31, 2004, 2003 and 2002

(In Canadian Dollars)

|                                                  | 2004           | 2003            | 2002        
|------------------------------------------------- | -------------- | --------------- | ------------
|                                                  | $              | $               | $           
|A S S E T S                                       |                |                 |             
|Current                                           |                |                 |             
|Cash and cash equivalents (Note 2 (m))            | $    4,577,054 | $       571,637 | $ 1,327,545 
|Restricted cash                                   | -              | -               | 95,000      
|Accounts receivable                               | 70,808         | 47,309          | 104,604     
|Prepaid expenses                                  | 43,908         | 58,126          | 191,336     
|                                                  |                |                 |             
|                                                  | 4,691,770      | 677,072         | 1,718,485   
|                                                  |                |                 |             
|Capital Assets (Note 3)                           | 580,536        | 607,013         | 902,299     
|                                                  |                |                 |             
|Mineral Interests (Note 4)                        | 5,821,061      | 6,693,211       | 8,927,531   
|                                                  |                |                 |             
|                                                  | $   11,093,367 | $    7,977,296  | $11,548,315 
|                                                  |                |                 |             
|L I A B I L I T I E S                             |                |                 |             
|Current Liabilities                               |                |                 |             
|Accounts payable and accrued liabilities (Note 6) | $     992,926  | $    1,127,181  | $  1,147,421
|Bank loan (Note 5)                                | -              | -               | 326,667     
|                                                  |                |                 |             
|                                                  | 992,926        | 1,127,181       | 1,474,088   
|                                                  |                |                 |             
|S H A R E H O L D E R S  E Q U I T Y             |                |                 |             
|Share Capital (Note 6)                            | 41,053,245     | 32,749,745      | 27,504,745  
|Contributed Surplus(Note 8)                       | 1,394,060      | 866,192         | -           
|Deficit                                           | (32,346,864)   | (26,765,822)    | (17,430,518)
|                                                  | 10,100,441     | 6,850,115       | 10,074,227  
|                                                  | $   11,093,367 | $    7,977,296  | $11,548,315 



Nature of Operations (Note 1)

Commitments (Note 13)

Contingency (Note 15)

Subsequent Events (Note 10)



On behalf of the Board:



John Morgan

.................................................................  Director

George Chapel

................................................................. Director

F-3









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VANNESSA VENTURES LTD.

(an exploration stage company)

Consolidated Statements of Operations and Deficit

Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)

|                                                                         | 2004                | 2003                  | 2002                
|------------------------------------------------------------------------ | ------------------- | --------------------- | --------------------
|                                                                         | $                   | $                     | $                   
|Expenses                                                                 |                     |                       |                     
|Amortization                                                             | $          24,570   | $              63,189 | $           40,389  
|Automotive                                                               | 9,776               | 8,014                 | 5,681               
|Bank charges and interest                                                | 9,568               | 12,856                | 22,483              
|Consulting                                                               | 415,935             | 254,931               | 111,633             
|Insurance                                                                | 23,318              | 41,290                | 34,632              
|Investor relations                                                       | 61,336              | 606,220               | 863,099             
|Management fees                                                          | 113,640             | 113,220               | 109,440             
|Office and miscellaneous                                                 | 44,447              | 46,520                | 64,952              
|Office wages and services                                                | 225,522             | 126,355               | 101,936             
|Professional fees                                                        | 212,495             | 154,721               | 83,045              
|Rent                                                                     | 100,208             | 106,238               | 83,001              
|Telephone                                                                | 40,404              | 49,913                | 46,612              
|Transfer agent and listing fees                                          | 38,483              | 49,977                | 48,348              
|Travel and accommodation                                                 | 92,653              | 188,326               | 185,027             
|                                                                         | (1,412,355)         | (1,821,770)           | (1,800,278)         
|Other Items                                                              |                     |                       |                     
|Impairment of mineral interests (Note 4)                                 | (4,160,561)         | (6,824,981)           | (4,774,022)         
|Stock-based compensation                                                 | (454,671)           | (700,004)             | -                   
|Gain (loss) on disposal of capital assets                                | 392,515             | (77,214)              | -                   
|Interest income                                                          | 54,030              | 88,665                | 141,588             
|                                                                         | (4,168,687)         | (7,513,534)           | (4,632,434)         
|Net loss                                                                 | (5,581,042)         | (9,335,304)           | (6,432,712)         
|Deficit, beginning of year                                               | (26,765,822)        | (17,430,518)          | (10,997,806)        
|                                                                         |                     |                       |                     
|Deficit, end of year                                                     | $ (32,346,864)      | $  (26,765,822)       | $  (17,430,518)     
|                                                                         |                     |                       |                     
|Net loss per share  basic and diluted                                   | $            (0.09) | $             (0.18)  | $             (0.14)
|Weighted average number of common shares outstanding  basic and diluted | 60,431,353          | 51,249,109            | 46,498,958          

F-4









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VANNESSA VENTURES LTD.

(an exploration stage company)

Consolidated Statements of Cash Flows

Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)

|                                             | 2004             | 2003             | 2002              
|-------------------------------------------- | ---------------- | ---------------- | ------------------
|                                             | $                | $                | $                 
|                                             |                  |                  |                   
|Operating activities                         |                  |                  |                   
|Net loss                                     | $    (5,581,042) | $  (9,335,304)   | $  (6,432,712)    
|Items not involving cash:                    |                  |                  |                   
|Amortization                                 | 24,570           | 63,189           | 40,389            
|(Gain) loss on disposal of capital assets    | (392,515)        | 77,214           | -                 
|Stock based compensation                     | 454,671          | 700,004          | -                 
|Impairment of mineral interests              | 4,160,561        | 6,824,981        | 4,774,022         
|                                             |                  |                  |                   
|                                             | (1,333,755)      | (1,669,916)      | (1,618,301)       
|                                             |                  |                  |                   
|Changes in non-cash working capital items    |                  |                  |                   
|Amounts receivable                           | (23,499)         | 57,294           | (97,135)          
|Prepaid expenses                             | 14,218           | 133,209          | (112,738)         
|Accounts payable                             | (134,255)        | (20,237)         | 638,575           
|                                             |                  |                  |                   
|Cash used in operating activities            | (1,477,291)      | (1,499,650)      | (1,189,599)       
|                                             |                  |                  |                   
|Investing activities                         |                  |                  |                   
|Purchase of capital assets                   | (77,988)         | (11,758)         | (57,995)          
|Proceeds on disposal of capital assets       | 392,515          | 48,000           | -                 
|Mineral interests (Note 9)                   | (3,115,319)      | (4,265,833)      | (6,339,781)       
|                                             |                  |                  |                   
|Cash used in investing activities            | (2,800,792)      | (4,229,591)      | (6,397,776)       
|                                             |                  |                  |                   
|Financing activities                         |                  |                  |                   
|Shares issued for cash (Note 9)              | 8,283,500        | 5,205,000        | 1,413,950         
|Restricted cash                              | -                | 95,000           | (95,000)          
|Bank loan                                    | -                | (326,667)        | 326,667           
|                                             |                  |                  |                   
|Cash provided by financing activities        | 8,283,500        | 4,973,333        | 1,645,617         
|                                             |                  |                  |                   
|Increase (decrease) in cash                  | 4,005,417        | (755,908)        | (5,941,758)       
|Cash and cash equivalents, beginning of year | 571,637          | 1,327,545        | 7,269,303         
|                                             |                  |                  |                   
|Cash and cash equivalents, end of year       | $     4,577,054  | $        571,637 | $        1,327,545

F-5









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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



1.           NATURE OF OPERATIONS



The Company is a development stage enterprise, as defined by CICA accounting guideline AcG 11, Enterprises in the Development Stage and is engaged in the acquisition and exploration of mineral interests. For United States generally accepted accounting principle purposes, the Company is defined as an exploration stage enterprise (see Note 16 (a) (viii)).



Funding for operations is raised primarily through public and private share offerings.  Future operations are dependent on the Company's ability to raise sufficient funding through share offerings, debt, or profitable operations to support current and future expenditures.



2.           SIGNIFICANT ACCOUNTING POLICIES



(a)          Consolidation



These consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiaries.



All inter-company transactions and balances have been eliminated upon consolidation.



(b)          Amortization



Capital assets are recorded at cost.  Amortization of assets in use is provided at the following annual rates:



Computer equipment                                                         30%      Declining balance

Computer software                                                            100%    Straight line

Exploration and processing equipment                            20%      Declining balance

Office furniture and equipment                                        20%      Declining balance

Vehicles                                                                              30%      Declining balance



Capital assets are amortized at one-half the rates in the year of acquisition.



Capital assets used in exploration activities, where substantially all the economic life or value of the asset is expected to be derived from a specific project, are accounted for as dedicated capital assets and included as a separate category within the costs allocated to the related exploration stage mineral interests.  Amortization for these assets is provided over the estimated life based on utilization and is charged to exploration costs of the related project.



Capital assets in use but not specifically dedicated to exploration stage mineral projects are included in capital assets in the balance sheet and amortized as provided above (Note 3).

F-6







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(b)          Amortization (continued)



Capital assets not in use and not specifically dedicated to exploration stage mineral projects are included in capital assets in the balance sheet (Note 3).



The carrying value of all categories of capital assets are reviewed for impairment at least annually or whenever events or circumstances indicate the recoverable value may be less than the carrying amount.  An impairment charge would be recognized when estimates of undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than the carrying amount.  An impairment charge would represent the excess of the carrying amount over the fair value of an asset. Impairment charges are recorded in the reporting period in which determination of impairment is made by management.



(c)          Foreign Exchange



The accounts of subsidiaries are translated into Canadian dollars using the temporal method. Under this method, monetary assets and liabilities are translated at the year end exchange rates.  Non-monetary assets and liabilities are translated using historical rates of exchange.  Revenues and expenses are translated at average rates for the period and exchange gains and losses on translation are included in income.



Transactions denominated in foreign currencies are translated into Canadian dollars at the exchange rate prevailing at transaction dates.



(d)          Mineral Interests and Exploration Costs



The Company is in the process of exploring mineral interests in several countries through wholly-owned and controlled subsidiaries.  None of the Company's mineral interests have reached commercial production.  Title to mineral interests include options, leases, concessions, participating interests and direct title as detailed in Note 4.



Costs incurred for acquisition, including option payments under acquisition agreements, and subsequent exploration costs, are capitalized until such time as the related interest is placed into production, sold, abandoned or where management has determined an impairment in value.

F-7







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(d)          Mineral Interests and Exploration Costs (continued)



All mineral interests which are being maintained, with the exceptions of the Maple Creek, Potaro and Marudi concessions in Guyana (Note 4), are currently under extended legal, political, environmental or permitting restrictions.  Accordingly, for the current and future years, management has determined until such time as current impediments to future development are resolved, all exploration and other costs incurred to maintain such interests will be considered impaired and charged as impairment charges in the period incurred.



For mineral interests not affected by restrictions referred to above, where specific exploration programs are planned and budgeted by management, mineral exploration costs are capitalized until the properties to which they relate are advanced to the development stage, placed into commercial production, sold, abandoned or determined by management to be impaired in value.



Management evaluates each mineral interest on a reporting period basis and makes a determination based on the above criteria and availability of funding as to whether the carrying amounts are impaired. Mineral interests, where future cash flows are not reasonably determinable, are evaluated for impairment based on managements intentions and determination of the extent to which future exploration programs are warranted and likely to be funded.



Cost recoveries during exploration



Joint Venture Participation and Accounting



From time to time the Company enters into agreements that provide for specified percentage interests in mineral property rights to be allocated to joint venture participants in exchange for funding or joint funding of exploration programs.



Where agreements specify the Company as the operator, and controlling interest of the exploration program of the venture, such arrangements are considered to be participation funding and not considered to be joint ventures.

F-8







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(d)          Mineral Interests and Exploration Costs (continued)



Cost recoveries during exploration (continued)



Joint venture participation and accounting (continued)



Joint venture accounting is applied by the Company only when commercial feasibility is established and the parties enter into formal comprehensive agreements for ownership and mining participation terms.  Accordingly, the Company records funding contributions prior to such agreements as reductions of carrying costs and no gain or loss on disposition of a partial interest is recorded.



Partial dispositions



Proceeds from partial dispositions of mineral interests during the exploration stage are credited as a reduction of carrying costs.  No gain or loss is realized until all carrying costs of the specific interest have been recovered.



Bulk sampling recoveries



The Company records the selling or market value from the sale or retention of bulk sampling recoveries as reductions of carrying costs until commercial production is established.



Bulk sampling inventories incidental to the overall program and that are held for verification and assessment purposes are capitalized as exploration mineral interests and are not classified as current inventory.



Capital assets dedicated to specific mineral interests are capitalized to the interests to which they relate.



Carrying values of mineral interests as reported in the balance sheet may not necessarily reflect actual present or future value.  Recovery of carrying values is dependent upon future commercial success or proceeds from disposition of the mineral interests.



Upon the establishment of commercial production, carrying values of deferred acquisition and exploration costs will be amortized over the estimated life of the mine on the units of production method.

F-9







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(e)          Administrative Costs



Administrative costs not directly associated with mineral properties are recognized as period costs and are expensed in the period incurred.



(f)           Loss per share



The treasury stock method is used to determine the dilutive effect of stock options and other dilutive instruments.  The treasury stock method assumes proceeds received from in-the-money stock options are used to repurchase common shares at the prevailing market rate.



Basic loss per share figures have been calculated using the weighted average number of shares outstanding during the reporting periods.  Diluted loss per share figures are equal to those of basic loss per share for each year since the effects of warrants and stock options have been excluded as they are anti-dilutive.



(g)          Use of estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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.  Significant areas requiring the use of management estimates relate to the determination of impairment of assets, useful lives for depreciation and amortization and allocation of cost to specific mineral interests. Financial results as determined by actual events could differ from those estimates.



The carrying value of mineral property interests is based on costs incurred and managements estimate of net recoverable value.  Estimates may not necessarily reflect actual recoverable value as this will be dependant on the development program, the nature of the mineral deposit, commodity prices, adequate funding and the ability of the Company to achieve commercial production.



(h)          Risk Management



Currency Risk



The Company does not use derivative instruments to reduce its exposure to foreign currency risk.  However, the Company does not maintain significant cash or other monetary assets or liabilities in currencies of the foreign countries in which it operates.

F-10







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(h)          Risk Management (continued)



Liquidity



The majority of the Companys non-monetary assets are related to mineral interests and dedicated capital assets held in developing countries (Note 11).  The Company is accordingly at liquidity risk for developing legal and political regimes in these countries.  Liquidity of these assets may be further impacted by world commodity prices, capital markets, and availability of skilled labor.



The Company maintains the majority of its cash and short-term investments in Canadian and U.S. dollar denominated securities with well capitalized financial institutions.



Environmental risk



The Company operates in the mineral interest field which is subject to environmental laws and regulations specific to countries in which exploration, development or mining is conducted.  It is managements policy to review environmental compliance and exposure on an ongoing basis.  The Company follows industry standard and specific project environmental requirements.



Interest rate risk



The Company has historically invested surplus cash resources in interest bearing short term money market investments and is subject to interest rate risk on renewal of such investments.



Other risks



Other financial instruments include accounts receivable and accounts payable. There are no significant differences between the carrying amounts of these instruments and their estimated fair value.

F-11







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(i)           Future Income Taxes



The liability method of tax allocations is used in accounting for income taxes.  Under this method an enterprise would recognize a future income tax liability whenever recovery or settlement of the carrying amount of an asset or liability would result in future income tax outflows.  Similarly, an enterprise would recognize a future income tax asset whenever recovery or settlement of the carrying amount of an asset or liability would generate future income tax reductions.  In the case of unused tax losses, foreign resource expenditure pools, income tax reductions, and certain items that have a tax basis but cannot be identified with an asset or liability on the balance sheet, the recognition of future income tax benefits is determined by reference to the likely realization of a future income tax reduction.



Net future tax assets are subject to valuation allowances when it is more likely than not they will not be realized in the future.



(j)           Stock-based compensation and other stock-based transactions



The Company grants stock options to executive officers, directors, employees and consultants.  The Company records all awards made using a fair value method.  All awards to non-employees are expensed or allocated to specific assets accounts as applicable in the period of grant, vesting or pricing revision.



The Company is allocating the fair value of all stock based compensation as a direct charge to income in its financial statements for administrative personnel and to exploration costs for field personnel.



The fair value of options and other stock based awards to employees or consultants, issued or altered in the period, are determined using the Black-Scholes option pricing model.



(k)          Allowance for doubtful accounts



The Company established an allowance for doubtful accounts of $83,888 (2003  $83,888; 2002 - $Nil) related to receivables of a Venezuelan subsidiary (Minca, see Note 4). The allowance was established on a specific account basis and is still in place.



(l)           Financial instruments



Financial instruments include cash and short term investments, accounts receivable, and accounts payable.  Carrying value of all instruments approximates fair value due to their short term nature.

F-12







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



2.           SIGNIFICANT ACCOUNTING POLICIES (Continued)



(m)  Cash and Cash Equivalents



The Company considers all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents.  Cash equivalents are recorded at the lower of cost plus accrued interest.



| |                  | 2004          | 2003       | 2002           
| | ---------------- | ------------- | ---------- | ---------------
| | Cash             | $     277,054 | $  471,881 | $       427,545
| | Cash equivalents | 4,300,000     | 99,756     | 900,000        
| |                  | $  4,577,054  | $  571,637 | $    1,327,545 



3.           CAPITAL ASSETS

| |                                      | 2004         | 2003                     | 2002      
| | ------------------------------------ | ------------ | ------------------------ | ----------
| |                                      | Cost         | Accumulated
Amortization | Net       
| | Assets in use:                       |              |                          |           
| | Computer equipment                   | $  78,042    | $  39,568                | $  38,474 
| | Computer software                    | 32,141       | 32,141                   | -         
| | Office furniture and equipment       | 217,542      | 134,447                  | 83,095    
| | Exploration and processing equipment | 854,116      | 653,013                  | 201,103   
| | Vehicles                             | 301,770      | 226,248                  | 75,522    
| |                                      | 1,483,611    | 1,085,417                | 398,194   
| |                                      |              |                          |           
| | Assets  not in use:                  |              |                          |           
| | Aircraft                             | -            | -                        | -         
| | Automotive equipment                 | -            | -                        | -         
| | Exploration and processing equipment | 182,342      | -                        | 182,342   
| |                                      | $  1,665,953 | $  1,085,417             | $  580,536



Assets not in use are not amortized. Assets not in use are being held for future use or resale. Management has reviewed these assets for impairment and has concluded, based on estimates of future cash flows from sale or use, that the net recoverable value of capital assets not in use exceeds their carrying cost.



4.           MINERAL INTERESTS



A summary of the carrying values of the Companys mineral interests by areas of interest is as follows:



| |                    | 2004           | 2003           | 2002        
| | ------------------ | -------------- | -------------- | ------------
| | BRAZIL             |                |                |             
| | Parima             |                |                |             
| | Acquisition costs  | $            1 | $            1 | $     40,657
| | Exploration costs  | 56,974         | 46,483         | -           
| | Impairment charges | (56,974)       | (46,483)       | -           
| | Total  Brazil     | 1              | 1              | 40,657      
| |                    |                |                |             

F-13







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



| |                                                | 2004         | 2003        | 2002       
| | ---------------------------------------------- | ------------ | ----------- | -----------
| | COSTA RICA                                     |              |             |            
| | Crucitas Gold Project                          |              |             |            
| | Acquisition costs                              | 2,399,572    | 2,099,872   | 1,780,153  
| | Exploration costs                              | 3,461,672    | 2,758,823   | 1,831,803  
| | Impairment charges                             | (1,629,869)  | (927,020)   | -          
| | Total  Costa Rica                             | 4,231,375    | 3,931,675   | 3,611,956  
| | GUYANA                                         |              |             |            
| | Maple Creek Concessions                        |              |             |            
| | Exploration costs (net of recoveries)          | 3,287,522    | 2,256,301   | 1,045,448  
| | Impairment charges                             | (2,242,074)  | (1,210,853) | -          
| | Dedicated capital assets (Note 4 (c) (i))      | 2,350,187    | 2,783,244   | 2,864,291  
| | Diamond inventory from bulk sampling           | 9,120        | 9,120       | -          
| |                                                | 3,404,755    | 3,837,812   | 3,909,739  
| | Less: contributed by joint venture participant | (2,999,304)  | (2,999,304) | (2,999,304)
| |                                                | 405,451      | 838,508     | 910,435    
| | Potaro Concessions                             |              |             |            
| | Acquisition costs                              | 54,378       | 54,378      | 54,378     
| | Exploration costs (net of recoveries)          | 3,237,443    | 2,872,565   | 2,641,393  
| | Diamond inventories from bulk sampling         | 41,170       | 41,170      | 41,170     
| | Impairment charges                             | (3,232,991)  | (2,031,172) | -          
| |                                                | 100,000      | 936,941     | 2,736,941  
| | Marudi Mountain Gold Project                   |              |             |            
| | Acquisition costs                              | 144,000      | 124,000     | 84,000     
| | Exploration costs                              | 839,317      | 625,650     | 442,626    
| | Refund to (contributed by) joint venturer      | -            | (114,480)   | -          
| |                                                | 983,317      | 635,170     | 526,626    
| | South Guyana  Paint Mountain                  |              |             |            
| | Acquisition costs                              | 218,557      | 218,557     | 218,557    
| | Exploration costs                              | 448,246      | 445,282     | 372,204    
| | Impairment charges                             | (576,042)    | (573,078)   | -          
| |                                                | 90,761       | 90,761      | 590,761    
| | Total  Guyana                                 | 1,579,529    | 2,501,380   | 4,764,763  
| | VENEZUELA                                      |              |             |            
| | La Fe / Yuruan / Kilometre 88                  |              |             |            
| | Acquisition costs                              | 902,251      | 902,251     | 902,251    
| | Exploration costs                              | 2,211,512    | 1,905,727   | 1,514,538  
| | Impairment charges                             | (3,113,762)  | (2,557,978) | (1,916,789)
| |                                                | 1            | 250,000     | 500,000    
| | Las Cristinas                                  |              |             |            
| | Acquisition costs                              | 122,635      | 122,635     | 122,635    
| | Carrying costs                                 | 3,917,475    | 3,262,042   | 2,010,450  
| | Impairment charges                             | (4,029,955)  | (3,374,522) | (2,122,930)
| |                                                | 10,155       | 10,155      | 10,155     
| | Total - Venezuela                              | 10,156       | 260,155     | 510,155    
| | TOTAL  MINERAL INTERESTS                      | $  5,821,061 | 6,693,211   | 8,927,531  

F-14







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(a)          Brazil



Parima



In October 1996, the Company entered into an agreement for the acquisition of up to an 85% interest in 15 concessions located in the Sierra Parima region of the State of Roraima, Brazil.



The Brazilian government lifted certain mining restrictions and state government institutions are continuing the process of changing their laws to accommodate mining activity.  The Company, together with the vendor, will endeavour to secure necessary mining and development permits.  Once permits are secured, the Company will enter into a formal agreement with the Vendor to earn up to an 85% interest in 15 concessions located in the Sierra Parima region of the State of Roraima.



Due to continuing uncertainties over the process of changing laws to accommodate future mining in the region, management is recording impairment charges sufficient to reduce the carrying value of its interest to a nominal amount.



As at March 31, 2004, the region remains closed to mining.  The Company intends to pursue the interests in the region and monitor the legal process.



(b)          Costa Rica



(i)           Crucitas Gold Project



In May 2000, the Company signed an agreement to acquire a 100% interest in 10 mining concessions known as the Crucitas Gold Project located in northern Costa Rica.



Consideration for the acquisition was as follows:



| | A cash payment of $25,000                                                                                                                                                                                                                                                                                  | $       25,000
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
| | Issuance of 250,000 common shares of the Company at a price of $1.15 per share                                                                                                                                                                                                                             | 287,500       
| | Payment of certain trade payables of the vendor not exceeding $500,000 U.S.                                                                                                                                                                                                                                | 619,976       
| | Assumption of the vendors requirement to pay staged acquisition payments totaling $1,000,000 U.S. payable in five annual installments of $200,000 U.S. with interest on the outstanding amount calculated at 6% semi-annually.
A December 31, 2004 payment finalizes all initial acquisition obligations. | 1,218,000     

F-15







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(b)          Costa Rica (Continued)



(i)           Crucitas Gold Project (continued)



| | Interest paid to date                                                                                                                      | 133,470     
| | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------
| | Payment of a finder's fee of 80,000 common shares of the Company at a price of $1.15 per share                                             | 92,000      
| | Legal and other fees relating to the acquisition                                                                                           | 23,626      
| | Payment of a net smelter royalty of 1% on all production from start-up to a maximum of $20-million U.S. and $3-million U.S. to the vendors | -           
| |                                                                                                                                            | $  2,399,572



The Company has explored the property to a stage where full production is intended and is awaiting receipt of an environmental permit.  On June 7, 2002, the Government of Costa Rica announced a proposed decree for a national moratorium on open pit mining. The decree was enacted and states that any rights legally acquired prior to the proposed decree will be respected.  The Company holds exploitation rights with approvals prior to the decree.  In October 2002, the Supreme Court of Costa Rica confirmed Vannessas Crucitas project is exempt from the legislation prohibiting open pit mining.



At March 31, 2005, the Technical Review Committee of the Ministry of Environment had not approved the Environmental Assessment Study for the project.  The Ministry of Environment which is ultimately responsible for approval of the license, had not made a decision, and has the Companys application under consideration.  During the year the Ministry of Environment overruled and reinstated the application process.



The receipt of the Environmental Permit is not assured (Note 10 (d); Subsequent Events). Should the permit not be received the reported carrying value may not reflect actual value.



The Company has notified the Canadian Government and Costa Rican Government it will maintain the Arbitration Process under the Financial Investment Protection Agreement (FIPA) signed between the two countries.



After reviewing the Companys interest in the project, management is continuing to record an impairment charge for current expenditures incurred during the year.

F-16







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(b)          Costa Rica (Continued)



(ii)         Cutris, Alajuela



In February 2002, an agreement was signed by the Companys wholly owned subsidiary, Industrias Infinito, S.A. for an option to acquire three properties for a total price of $550,000 US. The agreement required Infinito to pay a non-refundable deposit of $43,731 ($27,500 US). These properties are located in Cutris, in the province of Alajuela totalling approximately 412 hectares in size.



In fiscal 2003, after a review of the Companys interest in Cutris, management decided not to proceed with its option to acquire the three properties and has written off the expenditure.



(c)          Guyana



(i)           Potaro District



Maple Creek Concessions



Dedicated capital assets in the Maple Creek concessions consist of the following amounts:



| |                                      | 2004        | 2003         | 2002       
| | ------------------------------------ | ----------- | ------------ | -----------
| |                                      | Cost        | Amortization | Net        
| | Exploration, machinery
and equipment | $ 1,827,840 | $   434,306  | $ 1,393,534
| | Processing plant                     | 1,061,194   | 159,179      | 902,015    
| | Vehicles                             | 121,546     | 66,908       | 54,638     
| |                                      | $ 3,010,580 | $   660,393  | $ 2,350,187



The Company entered into an agreement in February, 2000 (amended March, 2000) with Nazinine Jamshidi to develop and mine two of the Companys properties located in the Potaro Mining District #2 through a newly formed operating company, Vanarde Mining Inc. (Vanarde).  The Company agreed to assign 100% of the mining rights of the two properties to Vanarde in return for 60% of the outstanding shares of Vanarde.



Pursuant to this agreement, non-refundable advances totaling $2,999,304 have been received from the participant, net of finders fees.  This advance was designated to acquire specific capital assets and to undertake exploration programs.  Accordingly, for accounting purposes, capital assets acquired for the exploration programs have been allocated to the exploration costs for the concessions and advances have been recorded as a recovery of exploration expenditures.

F-17







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(c)       Guyana (Continued)



(i)           Potaro District



Maple Creek Concessions



No gain has been recognized by the Company on effective transfer to its joint venture participant of 40% of the mining rights as the Company can only recover its investment through future mining profits or proceeds from disposition.



The Maple Creek concessions are alluvial diamond concessions which are contiguous to the Potaro concessions.  In the prior year, the Company initiated a program under the joint venture to do bulk sampling and determine a mining plan.  Based on results from this program, management determined some areas tested were not economic.  Accordingly, the Company is recording an impairment charge relating to current expenditures equal to costs incurred during the year.  At March 31, 2004, management evaluated the current program and determined the remaining carrying value of the concessions had not been impaired.



Upon commencement of commercial production the accumulated acquisition and exploration costs will be amortized based on production and profit distribution.



Potaro Concessions



The Company entered into several agreements in prior years to acquire a 100% interest, subject to royalties, in mineral permits and concessions located in the Potaro Mining District #2.



Consideration for the acquisition of these permits and concessions was as follows:



| | 40 permits and concessions for $29,000 U.S.                        | $  42,828
| | ------------------------------------------------------------------ | ---------
| | Finders fee of 15,000 common shares at a price of $0.77 per share | 11,550   
| |                                                                    | $ 54,378 



During the year ended March 31, 2004, after a review of plans and operations in this area, management recorded an impairment charge to reduce the carrying value to estimated recoverable value.

F-18







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(c) Guyana (Continued)



(ii)             Marudi Mountain



In December 1998, the Company signed a letter agreement to acquire 100% of the exploration license to the Marudi Mountain Gold Project in southern Guyana.  This letter agreement has been replaced by a purchase and royalty agreement with the vendor in July 2003.



Consideration for the acquisition was as follows:



| | 350,000 common shares issued at a price of $0.40 per share    | $  140,000
| | ------------------------------------------------------------- | ----------
| | A finders fee of 10,000 shares at a price of $0.40 per share | 4,000     
| |                                                               | $  144,000



In addition, the Company is committed to keeping the interest in good standing, assumption of the net profit participation obligation when the interest goes into production, and the payment of $10.00 U.S. per ounce of gold production.



In March 2002, the Company entered into a joint venture agreement to develop and mine the Marudi Mountain saprolite mineral interest through a proposed new company to be registered.



The agreement was cancelled during the year ended March 31, 2004 by mutual consent and the initial payment previously received in the amount of $114,480 was refunded.



(iii)         South Guyana  Paint Mountain



In July 2003, the Company, through a wholly owned subsidiary, Vannessa (Guyana) Inc., was granted by the Government of Guyana the exclusive right to occupy and conduct geological and geophysical surveys for all minerals in an area in southern Guyana. As a result of the survey, the Company applied for and was granted one prospecting license known as Paint Mountain.



Management has recorded impairment charges to reduce the carrying value to estimated recoverable value.

F-19







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(d)          Venezuela



(i)           La Fe / Yuruan / Kilometre 88



The Company has grouped these three concessions into a single economic interest.



Consideration for the acquisition of these concessions was as follows:



| |                           |           
| | ------------------------- | ----------
| | Shares issued             | $  247,500
| | Cash paid and other costs | 654,751   
| |                           | $  902,251



Various agreements signed between 1994 and 1999 gave the Company certain mining rights and ownership of certain concessions within these three regions which are contiguous to the Companys Las Cristinas interests. At March 31, 2004, management decided to divest itself of these concessions and has recorded impairment charges to reduce the carrying value of the investment in these concessions to a nominal amount. (Subsequent events  Note 10)



(ii)          Las Cristinas



Acquisition



By agreements dated July 13, 2001, as amended, the Company acquired through a newly incorporated subsidiary, Vannessa Holdings Corp. (Vannessa Barbados), all of the issued and outstanding shares of Vannessa de Venezuela C.A. (VV) (formerly Placer Dome de Venezuela C.A.), a Venezuelan holding company owned by Placer Dome Inc.  VV owns 95% of the shares of Minera Las Cristinas C.A. (Minca).



The remaining 5% of Minca shares are owned by Corporacion Venezolana de Guayana (CVG), a state-owned holding company responsible for certain mining concessions in Bolivar State, Venezuela.  CVG holds rights to increase its interest in Minca by an additional 25%.



Under the agreement, Vannessa Barbados has granted Placer Dome a participation in future revenues derived from sales of gold and copper ranging between 1% and 5% depending on the price of gold and equity percentage held by Vannessa.

F-20







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(d)          Venezuela (Continued)



(ii)          Las Cristinas (continued)



Acquisition (continued)



The agreement also provides Placer Dome certain irrevocable option rights to repurchase the shares of VV in the event of acts of default or lack of financial capacity.  Vannessa has granted a security mortgage to Placer Dome over the shares of VV in support of the participation and repurchase rights.



The agreement further provides Placer Dome with rights of first refusal and a share purchase option allowing Placer Dome to repurchase the shares of VV by paying Vannessa the greater of fair market value of post-acquisition, tangible capital property subject to independent determination and the book value of all post-acquisition costs incurred by Vannessa directly or indirectly plus, 10%.



Consideration under the agreement for the purchase of VV was $50 U.S. including certain back in rights to Placer Dome (see above) as well as an additional $50 U.S. for the purchase of certain debt obligations between Minca and Placer Dome.



At the time of acquisition, Minca held certain rights to mineral concessions known as Las Cristinas 4, 5, 6 and 7 in the Kilometre 88 area in the State of Bolivar.



Since 1992, Placer Dome Inc., through its subsidiaries had funded Minca to conduct extensive exploration and development programs at a cost of approximately $170 million U.S. to identify gold reserves of 11.5 million ounces, develop mining feasibility studies and development programs for the concessions.



Vannessa continues to fund ongoing expenditures relating to its interest in Las Cristinas which are detailed in Note 4(d) (iii).

F-21







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(d)          Venezuela (Continued)



(ii)          Las Cristinas (continued)



Title dispute and legal proceedings



Since August 2001, the Venezuelan government and CVG board members have refused to recognize Vannessas status in Minca and have not attended meetings or acted on corporate matters.



In November 2001, the Venezuelan government and CVG cancelled the mining rights held by Minca and took possession of the properties.  A number of legal applications, proceedings and jurisdictional disputes have arisen between Vannessa, CVG and government authorities over the concessions.



International Arbitration



The Companys request for the commencement of the process of International Arbitration was accepted by the International Center for the Settlement of Investment Disputes (ICSID) on October 28, 2004.  The claim alleges that the Bolivarian Republic of Venezuela has violated the obligations it owes to the Company under the Bilateral Trade Agreement in place between Venezuela and Canada.  In order to comply with the Arbitration Rules, the Company has discontinued all proceedings in relation to the measures alleged to be in breach of the Bilateral Investment Treaty before the courts or tribunals in Venezuela.



Vannessa and its Venezuelan subsidiaries are claiming:

-              CVG and other government authorities had no basis contractually or in law to cancel Mincas rights to the concessions without an independent arbitration process.

-              Certain decrees, court applications and government decisions to extinguish Mincas rights, or grant possible rights to another company are either inappropriate, contrary to agreements and rights granted to Minca, or without legal status.

-              It has, or should have continuing rights to all concessions or be compensated for all expenditures incurred to date plus interest as well as lost profits.



Substantial uncertainty exists as to the ultimate resolution of Mincas rights and title issues.  There is also uncertainty as to the scope of future legal and administrative costs required to continue legal proceedings.



The current political and economic climate in Venezuela may further impact resolution of these issues.

F-22







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



4.           MINERAL INTERESTS (Continued)



(d)          Venezuela (Continued)



(iii)         Carrying costs



Carrying costs relating to Mincas mineral interests comprised the following:



| |                           | 2004             | 2003              | 2002         
| | ------------------------- | ---------------- | ----------------- | -------------
| |                           |                  |                   |              
| | Acquisition cost          | $              - | $               - | $     112,480
| | Administrative salaries   | 179,385          | 521,403           | 429,616      
| | Camp expenditures         | -                | -                 | 284,722      
| | Community relations       | 68,871           | 93,791            | 197,249      
| | General administration    | 82,382           | 193,087           | 226,531      
| | Legal costs               | 250,482          | 359,397           | 241,605      
| | Mining wages              | -                | -                 | 503,275      
| | Rent, utilities and taxes | 27,557           | 73,495            | 54,569       
| | Travel                    | 46,756           | 69,626            | 72,883       
| |                           | $   655,433      | $ 1,310,799       | $  2,122,930 



Due to the Companys ongoing disputes outlined above, management is continuing to record impairment charges equal to the carrying costs incurred for its Las Cristinas interest.



5.            BANK LOAN



The loan bore interest at market rates, was payable on demand and was secured by a pledge over the short term deposit.



6.            SHARE CAPITAL

|                                            | 2004       | 2003          | 2002      
|------------------------------------------- | ---------- | ------------- | ----------
|                                            | Number     |               | Number    
|                                            | of Shares  | Value         | of Shares 
|Authorized                                  |            |               |           
|250,000,000 common shares without par value |            |               |           
|                                            |            |               |           
|Issued                                      |            |               |           
|Balance, beginning of year                  | 54,501,353 | $ 32,749,745  | 47,643,853
|Private placement (a)                       | 4,300,000  | 1,505,000     | 6,000,000 
|Options exercised (b)                       | 200,000    | 56,000        | 757,500   
|Private placement (c)                       | 13,500,000 | 5,400,000     | -         
|Private placement (d)                       | 2,500,000  | 1,350,000     | -         
|Mineral properties (e)                      | 50,000     | 20,000        | 100,000   
|Finder's fee (cash) (f)                     | -          | (27,500)      | -         
|Escrow shares cancelled                     | -          | -             | -         
|Balance, end of year                        | 75,051,353 | $  41,053,245 | 54,501,353
|                                            |            |               |           

F-23







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



6.     SHARE CAPITAL (Continued)



During the year ended March 31, 2004, transactions relating to share capital were as follows:

(a)          Pursuant to a non-brokered private placement, 4,300,000 (2003  6,000,000; 2002  780,000) units were issued at a price of $0.35 (2003 - $0.50 to $0.96; 2002 - $1.00) per unit.   Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one additional share at a price of $0.40 (2003 - $0.55 to $1.06; 2002 - $1.15) per share until June 4, 2005.

(b)          Stock options totaling 200,000 (2003  757,000; 2002  717,500) were exercised at a price of $0.28 (2003 - $0.95 and $0.96; 2002  0.88) per share.

(c)          Pursuant to a non-brokered private placement, 13,500,000 (2003 and 2002  Nil) units were issued at a price of $0.40 per unit.  Each unit consists of one common share and three quarters of one warrant entitling the holder to purchase one additional share at a price of $0.45 per share until October 15, 2005.

(d)          Pursuant to a non-brokered private placement, 2,250,000 (2003 and 2002  Nil) units were issued at a price of $0.60 per unit.  Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one additional share at a price of $0.66 per share until February 17, 2006. A finders fee of an additional 250,000 shares were issued pursuant to this financing.

(e)          Pursuant to a letter agreement to acquire 100% of the exploration license to the Marudi Mountain Gold Project in Guyana, a final payment of 50,000 common shares were issued to the vendor at the price established at the date of the agreement of $0.40 per share (Note 4(c)(ii)).

(f)           Finders fees were paid to non-related third parties.

The Company entered into transactions relating to stock options as follows:

| |                          | Options     | Weighted Average Exercise Price | Weighted Average Remaining Life
| | ------------------------ | ----------- | ------------------------------- | -------------------------------
| | Balance  March 31, 2001 | 1,410,000   | $0.87                           | 2.42                           
| | Granted                  | 1,775,000   | $0.95                           |                                
| | Exercised                | (717,500)   | $(0.88)                         |                                
| | Expired                  | (350,000)   | $(0.73)                         |                                
| | Balance  March 31, 2002 | 2,117,500   | $0.96                           | 3.82                           
| | Granted                  | 1,720,000   | $0.94                           |                                
| | Exercised                | (757,500)   | $(0.96)                         |                                
| | Expired                  | (1,055,000) | $(0.95)                         |                                
| | Balance  March 31, 2003 | 2,025,000   | $0.94                           | 4.07                           
| | Granted                  | 1,875,000   | $0.28                           |                                
| | Exercised                | (200,000)   | $0.28                           |                                
| | Expired                  | (200,000)   | $(0.85)                         |                                
| | Balance  March 31, 2004 | 3,500,000   | $0.64                           | 3.57                           

F-24







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



6.            SHARE CAPITAL (Continued)



At March 31, 2004, the Company had share purchase options outstanding to directors and employees as follows:



| | Outstanding | Exercise price  | Expiry date    
| | ----------- | --------------- | ---------------
| | 150,000     | $0.98 per share | April 1, 2004  
| | 110,000     | $0.96 per share | May 17, 2005   
| | 165,000     | $0.95 per share | July 4, 2006   
| | 1,430,000   | $0.95 per share | July 4, 2007   
| | 1,470,000   | $0.28 per share | August 25, 2008
| | 175,000     | $0.64 per share | March 11, 2009 
| | 3,500,000   |                 |                



Information regarding the Companys warrants outstanding related to the financings described above is as follows:

| |                          | Warrants Outstanding | Exercise
Price | Expiry Date | Weighted
Average
Remaining Life
| | ------------------------ | -------------------- | -------------- | ----------- | -------------------------------
| | Balance  March 31, 2001 | Nil                  |                |             |                                
| |                          | 780,000              | $1.15          | Feb. 18/05  | 0.03                           
| | Balance  March 31, 2002 | 780,000              | $1.15          | Feb. 18/05  | 0.03                           
| |                          | 2,000,000            | 0.55           | Dec. 17/04  | 0.06                           
| |                          | 2,000,000            | 0.89           | Aug. 28/04  | 0.03                           
| |                          | 300,000              | 2.00           | May 22/04   | 0.00                           
| |                          | 1,700,000            | 1.06           | Aug. 26/04  | 0.03                           
| | Balance  March 31, 2003 | 6,780,000            |                |             |                                
| |                          | 4,300,000            | 0.40           | June 4/05   | 0.20                           
| |                          | 10,125,000           | 0.45           | Oct. 16/05  | 0.66                           
| |                          | 2,500,000            | 0.66           | Feb. 18/06  | 0.20                           
| | Balance  March 31, 2004 | 23,705,000           |                |             | 1.21                           



Regulatory approval was obtained for the extension of the expiry date relating to 780,000 warrants due to expire on February 18, 2005.  The new expiry date of these warrants is February 18, 2006.  The exercise price is $1.15.



As at March 31, 2004, there were no escrow shares outstanding (March 31, 2003  152,455; March 31, 2002  304,909) or voluntary pooling arrangements.

F-25







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



7.            RELATED PARTY TRANSACTIONS



Accounts payable includes an amount due of $8,300 (2003 - $99,772; 2002 - $17,100) to a company controlled by a Director.



The Company incurred expenditures for management fees, consulting, administrative services and certain fixed expenses from companies controlled by two Directors.  The expenditures were allocated as follows:



| |                                                  | 2004        | 2003        | 2002     
| | ------------------------------------------------ | ----------- | ----------- | ---------
| | Management fees and other fixed expenses         | $   140,016 | $   139,596 | $ 109,440
| | Fees and services allocated to mineral interests | 191,697     | 191,262     | 217,455  
| |                                                  | $   331,713 | $   330,858 | $ 326,895



In prior years the Company entered into management agreements with two companies controlled by two directors for the provision of management, administrative services and certain fixed expenses in Canada and Venezuela totaling $17,575 U.S. per month.  At March 31, 2004, one of the above agreements expired and was not renewed.  The remaining agreement is still in force at the rate of $6,200 U.S. per month and will remain in force from year to year until such time as notice of termination is given by either party.



Related party transactions have been recorded at their exchange amounts.



8.            CONTRIBUTED SURPLUS



During the year ended March 31, 2004, the Company granted 1,875,000 (2003  1,720,000; 2002 - $Nil) stock options to directors and employees.  Using the Black-Scholes fair value based option pricing method, stock options granted have been valued at $0.28153 per option for a total value of $527,868 (2003 - $866,192; 2002 - $Nil) of which $454,671 (2003 - $700,004; 2002 - $Nil) was charged to operations and $73,197 (2003 - $166,188; 2002 - $Nil) was allocated to mineral interests.



Assumptions used in this model were as follows:

| |                                                             | 2004          | 2003             | 2002            
| | ----------------------------------------------------------- | ------------- | ---------------- | ----------------
| | Risk free interest rate                                     | 3.89%         | 4.21%            | -               
| | Dividend yield                                              | 0             | 0                | -               
| | Volatility factor                                           | 91%           | 45.75%           | -               
| | Expected option life                                        | 5 years       | 5 years          | -               
| |                                                             |               |                  |                 
| | Allocation of stock-based compensation cost was as follows: |               |                  |                 
| | Balance, beginning of year                                  | $     866,192 | $              - | $              -
| | Charged to operations                                       | 454,671       | 700,004          | -               
| | Charged to mineral interests                                | 73,197        | 166,188          | -               
| | Balance, end of year                                        | $   1,394,060 | $   866,192      | $              -

F-26







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



9.            NON-CASH ITEMS EXCLUDED FROM CASH FLOWS



The following non-cash amounts have been excluded from mineral interests and share capital on the statements of cash flows:

| |                                                              | 2004         | 2003          | 2002           
| | ------------------------------------------------------------ | ------------ | ------------- | ---------------
| | Mineral interests                                            |              |               |                
| | Stock-based compensation                                     | $    73,197  | $    166,188  | $             -
| | Amortization of capital assets included in exploration costs | 512,952      | 183,156       | 23,780         
| | Shares issued for the acquisition of mineral interests       | 20,000       | 40,000        | 20,000         
| |                                                              | $   606,149  | $    389,344  | $    43,780    
| |                                                              |              |               |                
| | Shares issued for the acquisition of mineral interests       | $     20,000 | $      40,000 | $    20,000    



10.          SUBSEQUENT EVENTS



(a)          International Arbitration - Venezuela



On July 8, 2004 Vannessa commenced a process of International Arbitration by filing a document to initiate the process, or Request, with the International Centre for Settlement for Investment Disputes (ICSID) in Washington D.C.  This was made necessary at this time due to the lack of progress of the Companys cases through the Venezuelan court system and the fact that the ICSID process requires that the process be initiated within three years of an investor being aware that an act of expropriation had occurred.



On October 28, 2004, the Secretary-General of the ICSID in Washington, D.C. registered the Companys Request For Arbitration against the Bolivarian Republic of Venezuela with respect to the Las Cristinas gold and copper property.



The acceptance of the Companys Request by ICSID initiated the formal arbitration process against Venezuela for the alleged expropriation of Vannessas contractual rights to develop the Las Cristinas gold deposit located in Bolivar State, Venezuela.  The rights to develop the property are held by Minca, a 95 percent owned subsidiary of Vannessa de Venezuela.



On June 7, 2005, ICSID announced the Arbitration Panel had been selected and the first meeting of the Tribunal was held on July 29, 2005 in London, England and was attended by counsel for both parties and by management representatives from Vannessa.  The arbitration process was laid out during the meeting and Vannessa is working to prepare filings for the next step.



Vannessa is seeking remedies under the Bilateral Investment Treaty between Canada and Venezuela and asking the Arbitration Tribunal to award restitution of Vannessas contractual rights to develop the project and the return of all property confiscated by the CVG and the Government of Venezuela and monetary damages or, in lieu, monetary damages in compensation for out of pocket expenses, plus interest, and for lost profits.  The claim for sunk costs and lost profits, before interest, is US $1,045 million.

F-27







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



10.          SUBSEQUENT EVENTS (Continued)



(a)          International Arbitration  Venezuela (Continued)



Substantial uncertainty exists as to the ultimate resolution of the Companys rights and title issues and the level of compensation, if any, which may be received through the ICSID process.



Any awards arising from the claim will be shared with other shareholders or royalty holders of MINCA or Vannessa de Venezuela according to contractual rights.



(b)          Disposition of Other Venezuelan Properties



Effective November 11, 2004, the Company sold, through its wholly owned subsidiary Grupo Vannessa Ventures S.A., all of the outstanding shares of Inversiones Yuruan C.A. for proceeds of $nil and  assigned a payable due to the Company by Inversiones Yuruan C.A. for proceeds of  $107,820 to be paid in accordance with the Credit Assignment Agreement.



Effective November 25, 2004, the Company returned the properties in the Kilometer 88 area, formerly controlled by Boralis Holdings A.V.V., to Boralis for proceeds of $nil.  In the future, Boralis will pay Vannessa 80 percent of all net benefits realized from these properties.  A Director of the Company has an interest in Boralis Holdings A.V.V.



Effective February 16, 2005, the Company sold all of the outstanding shares of Grupo Vannessa Ventures S.A. for cash proceeds of $16,200.



The Company, following the initiation of International Arbitration by the Company against Venezuela, felt the probability of successfully developing these properties, obtaining required government permitting and actually putting any given property into production is very low.



The transfer will relieve the Company from the costs associated with maintaining and continuing  the development process required in order to hold concessions in Venezuela. In addition, Boralis maintained a carried interest in these properties.



(c)          Acquisition of Minority Interest



On July 14, 2005, the Company announced it had reached an agreement to acquire the

40% minority interest in Vanarde Mining Inc. (VMI) for 1,500,000 common shares. VMI is the holder of the mining rights to the Maple Creek concessions located in Guyana.

F-28







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



10.          SUBSEQUENT EVENTS (Continued)



(d)          International Arbitration  Costa Rica



On July 22, 2005, the Company filed a Request to advance the process of International Arbitration with the International Centre for Settlement of Investment Disputes (ICSID) in Washington, D.C. This action is to seek remedies from the Government of the Republic of Costa Rica (Costa Rica) for the effective denial of the benefits of the Companys rights to develop the gold deposit located at Las Crucitas de Cutris (Las Crucitas) in San Carlos, Costa Rica. The rights to develop the property are held by the Companys wholly owned Costa Rican subsidiary Industrias Infinito S.A. (Industrias Infinito).



The Costa Rican Environmental Protection Agency (SETENA) is currently reviewing responses to questions arising from the SETENA review of the Environmental Impact Statement and from the public involvement process. These responses were submitted in late April of 2005 as an ANNEX, and the Company is expecting a decision from SETENA regarding acceptance of the Environmental Impact Study in the near future.



The filing of the Request was required in order to comply with the terms of the Bilateral Investment Treaty (Treaty) between Canada and Costa Rica, with respect to the timing of the process events in order to protect the Companys position under the Treaty. The  Company will continue its efforts to continue the approval process for the Crucitas project through interaction with SETENA and other Government agencies in Costa Rica. The anticipated advancement of the Crucitas project may result in the Company suspending the Arbitration process and continuing with the development of the project.



In the event the Crucitas project can not be advanced, the Company is seeking remedies under the Treaty and requesting the Arbitration Tribunal restore the Companys rights to develop Las Crucitas and pay monetary damages of $US 5 million and legal and administrative costs plus interest for lost profits. In lieu of restitution, the Company is seeking damages of US$ 276 million plus compound interest, which includes out of pocket expenditures of US$ 36 million and lost profits of not less than $US 240 million.



(e)          Private Placements



As at the year end and up to the audit report date, transactions relating to share capital were as follows:



(i)           On December 23, 2004, 4,805,500 units of the Company were issued at the price of $0.32 per unit for proceeds of $1,537,760.  Each unit consists of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.40 per share for a period of 24 months.  The shares and warrants and any shares issued upon exercise of the warrants were subject to a hold period expiring April 24, 2005.

F-29







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



10.          SUBSEQUENT EVENTS (Continued)



(e)          Private Placements (Continued)



The purchaser of this portion of the Companys private placement was Exploram Enterprises Ltd., a subsidiary of Coril Holdings Ltd., currently the beneficial owner of more than 50% of the outstanding common shares of the Company.



(ii)          On January 4, 2005, 1,444,500 units of the Company were issued at the price of  $0.32 per unit for proceeds of $462,240.  Each unit consists of one common share and one share purchase warrant, each warrant entitling the holder  to purchase one additional  common share of the  Company at a price of $0.40 per share for a period of 24 months.  The shares and warrants and any shares issued upon exercise of the warrants were subject to a hold period expiring May 4, 2005..



(iii)         On May 20, 2005, 2,900,000 warrants of the Company were exercised by Exploram Enterprises Ltd., at a price of $0.40 per warrant for proceeds of $1,160,000.



(iv)         On June 3, 2005, 1,100,000 warrants of the Company were exercised by three warrant holders, at a price of $0.40 per warrant for proceeds of $440,000.



(v)          Regulatory approval was obtained to extend the expiry date of 1,700,000 share purchase warrants (the First Warrants) issued on August 26, 2002 and to extend the expiry date of 2,000,000 share purchase warrants (the Second Warrants) issued on August 28, 2002.  All Warrants currently entitle the holders to acquire one additional common share of the Company, the First Warrants at a price of $1.06 per share up until August 26, 2005, as extended on August 13, 2004, and the Second Warrants at a price of $0.89 per share up until August 28, 2005, as extended on August 13, 2004.



The Company extended the expiry date of the outstanding First Warrants to August 26, 2006 and the Second Warrants to August 28, 2006.  No other terms of the First Warrants or Second Warrants were amended.



(f)           Mineral Property Impairments



As part of the Companys 2005 financial statement preparation process, the following impairments were recorded against mineral properties by country, in accordance with the accounting policy described in Note 2:

| |            | $        
| | ---------- | ---------
| | Brazil     | 3,629    
| | Costa Rica | 991,868  
| | Guyana     | 1,247,078
| | Venezuela  | 581,760  
| | Total      | 2,824,335

F-30







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



11.          SEGMENTED INFORMATION



| |                                                             | 2004          | 2003          | 2002         
| | ----------------------------------------------------------- | ------------- | ------------- | -------------
| |                                                             |               |               |              
| | Identifiable assets by geographical location are as follows |               |               |              
| | Canada                                                      | $   4,700,703 | $     701,754 | $   1,687,800
| | Brazil                                                      | 8,944         | 8,944         | 100,744      
| | Costa Rica                                                  | 4,458,220     | 4,220,620     | 3,989,746    
| | Guyana                                                      | 1,754,909     | 2,690,885     | 5,059,150    
| | Venezuela                                                   | 170,591       | 355,093       | 710,875      
| |                                                             | $  11,093,367 | $  7,977,296  | 11,548,315   



12.          POTENTIAL FUTURE INCOME TAX ASSETS



The significant components of the Companys Canadian tax-effected future income tax assets and liabilities are made up as follows:

| |                                    | 2004                  | 2003                   | 2002                
| | ---------------------------------- | --------------------- | ---------------------- | --------------------
| | Future income tax assets:          |                       |                        |                     
| | Non-capital losses carried forward | $    3,018,758        | $     2,472,800        | $    1,963,800      
| | Property plant and equipment       | 574,291               | 411,552                | 1,191,000           
| | Mineral property interests         | 2,281,016             | 2,281,016              | 1,623,600           
| |                                    |                       |                        |                     
| |                                    | 5,874,065             | 5,165,368              | 4,778,400           
| | Future income tax liabilities      | -                     | -                      | -                   
| |                                    | 5,874,065             | 5,165,368              | 4,778,400           
| | Valuation allowance                | (5,874,065)           | (5,165,368)            | (4,778,400)         
| |                                    | $                   - | $                    - | $                  -



At March 31, 2004 the Company has non-capital losses remaining to be carried forward of approximately $7,944,000 (2003 - $6,340,000; 2002 - $3,966,000) which may be available to offset  future income for income  tax purposes.  These losses expire over the next seven years.  The Companys foreign exploration and development expenses approximating $2,323,000 (2003 - $2,323,000; 2002 - $2,323,000) which can be carried forward indefinitely, may be available to offset future foreign resource profit.  In addition, the Company has capital losses of approximately $9,124,000 (2003 - $9,124,000; 2002 - $9,124,000) which can be carried forward indefinitely and may be available to offset future capital gains.  Due to the uncertainty of realization of these carry-forwards, a full valuation allowance has been provided in the financial statements against future tax assets.



Potential future income tax balances are recorded at known or estimates of substantially enacted tax rates applicable in jurisdictions to which tax bases, adjustments and balances apply.

F-31







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



13.          COMMITMENTS



Office premises



The Company entered into a lease agreement for its office premise in Vancouver, Canada requiring total annual minimum lease payments of $74,500.  The lease expired on July 31, 2004 and was not  renewed.  Effective March 1, 2004, the Company moved its head office to Calgary, Alberta and entered into a lease agreement for office premises in its new location for a period of three years at a cost of $49,457 per annum.

The Company entered into a lease agreement expiring March 31, 2004 for its premises in Guyana requiring lease payments of $16,000 U.S. per year.  The lease was renewed, effective April 1, 2004, for another one year term at a cost of $19,200 U.S. per year.



14.          COMPARATIVE FIGURES



Certain comparative figures have been reclassified to conform with current presentation.



15.          CONTINGENCY



Matters detailed in Note 4(d)(ii) relating to the Companys holdings in Mineras de Las Cristinas S.A. (Minca) create uncertainty as to the ultimate assets and liabilities that may be realized through Mincas interests in the Las Cristinas concessions.



Management is not able to assess at this time the outcome of the legal proceedings and international arbitration in process or further quantify what, if any, additional financial impact may result from final resolution of the disputes.



16.          RECONCILIATION TO U.S. GAAP



The financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) which differ in certain material respects from US GAAP. Material differences between Canadian GAAP and US GAAP and their effects on the Companys financial statements are summarized in the tables below.



In connection with the re-audit of the consolidated financial statements of the Company as at and for the years ended March 31, 2003 and 2002,management of the Company determined that the Canadian to U.S. GAAP reconciliation previously reported contained errors. These errors have been corrected and the tables presented in Note 16 (b) below provide reconciliations of amounts previously reported and the restated amounts.

F-32







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.          RECONCILIATION TO U.S. GAAP (Continued)



|(a) |                                                                                              | 2004         | 2003                        | 2002        
|--- | -------------------------------------------------------------------------------------------- | ------------ | --------------------------- | ------------
|    |                                                                                              | $            | $                           | $           
|    | Mineral interests (i) (ii)                                                                   |              | (restated  see note 16(b))
|    | Under Canadian GAAP                                                                          | 5,821,061    | 6,693,211                   | 8,927,531   
|    | Deferred exploration expenditures                                                            | (17,460,161) | (14,172,873)                | (9,858,462) 
|    | Deferred exploration impairment                                                              | 13,739,141   | 9,828,579                   | 3,524,988   
|    | Contributions from joint venture participant                                                 | 2,999,304    | 2,999,304                   | 2,999,304   
|    | Accumulated amortization of dedicated capital assets                                         | (747,134)    | (845,891)                   | (631,803)   
|    | Advances from joint venture participant                                                      | -            | 114,480                     | -           
|    | Under US GAAP                                                                                | 4,352,211    | 4,616,810                   | 4,961,558   
|    |                                                                                              |              |                             |             
|    | Liabilities                                                                                  |              |                             |             
|    | Under Canadian GAAP                                                                          | 992,926      | 1,127,181                   | 1,474,088   
|    | Advances from joint venture participant                                                      | -            | 114,480                     | -           
|    | Under US GAAP                                                                                | 992,926      | 1,241,661                   | 1,474,088   
|    |                                                                                              |              |                             |             
|    | Minority interest (ii)                                                                       |              |                             |             
|    | Under Canadian GAAP                                                                          | -            | -                           | -           
|    | Contributions from joint venture participant                                                 | 2,999,304    | 2,999,304                   | 2,999,304   
|    | Joint venture participants share of deferred exploration expenditures                       | (1,315,009)  | (902,520)                   | (418,179)   
|    | Joint venture participants share of accumulated amortization of dedicated capital assets (i) | (563,011)    | (420,600)                   | (252,721)   
|    | Under US GAAP                                                                                | 1,121,284    | 1,676,184                   | 2,328,404   
|    |                                                                                              |              |                             |             
|    | Deficit                                                                                      |              |                             |             
|    | Under Canadian GAAP                                                                          | (32,346,864) | (26,765,822)                | (17,430,518)
|    | Deferred exploration expenditures                                                            | (17,460,161) | (14,172,873)                | (9,858,462) 
|    | Deferred exploration impairment                                                              | 13,739,141   | 9,282,579                   | 3,524,988   
|    | Joint venture participants share of deferred exploration costs                              | 1,315,009    | 902,520                     | 418,179     
|    | Joint venture participants share of accumulated amortization of dedicated capital assets     | 563,011      | 420,600                     | 252,721     
|    | Accumulated amortization of dedicated capital assets                                         | (747,134)    | (845,891)                   | (631,803)   
|    | Compensation expense on escrow shares (iv)                                                   | (416,957)    | (358,262)                   | (237,824)   
|    | Under US GAAP                                                                                | (35,353,955) | (30,991,149)                | (23,962,719)

F-33







---





VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.          RECONCILIATION TO U.S. GAAP (Continued)



| |                                            | 2004      | 2003                        | 2002   
| | ------------------------------------------ | --------- | --------------------------- | -------
| |                                            | $         | $                           | $      
| | Contributed surplus                        |           | (restated  see note 16(b))
| | Under Canadian GAAP                        | 1,394,060 | 866,192                     | -      
| | Compensation expense on escrow shares (iv) | 416,957   | 358,262                     | 237,824
| | Under US GAAP                              | 1,811,017 | 1,224,454                   | 237,824



| | Shareholders equity               |              |             
| | ---------------------------------- | ------------ | ------------
| | Share capital                      | 41,053,245   | 32,749,745  
| | Contributed surplus                | 1,811,017    | 1,224,454   
| | Deficit under US GAAP              | (35,353,955) | (30,991,149)
| | Shareholders equity under US GAAP | 7,510,307    | 2,983,050   



| | Net loss for the year                          |             |             |            
| | ---------------------------------------------- | ----------- | ----------- | -----------
| | Under Canadian GAAP                            | (5,581,042) | (9,335,304) | (6,432,712)
| | Deferred exploration expenditures (i)          | (3,287,288) | (4,314,411) | (5,505,532)
| | Deferred exploration impairment (i)            | 3,910,562   | 6,303,591   | 2,954,446  
| | Minority interests (ii)                        | 554,899     | 652,220     | 494,474    
| | Amortization of dedicated capital assets (i)   | 98,757      | (214,088)   | (428,044)  
| | Compensation expense on escrow shares (iv)     | (58,695)    | (120,439)   | (112,814)  
| | Under US GAAP                                  | (4,362,807) | (7,028,431) | (9,030,182)
| |                                                |             |             |            
| | Basic and diluted loss per share under US GAAP | (0.07)      | (0.14)      | (0.20)     
| |                                                |             |             |            
| | Weighted average number of common shares       |             |             |            
| | outstanding under US GAAP                      | 60,365,956  | 50,976,779  | 46,114,877 
| |                                                |             |             |            
| | Comprehensive loss                             |             |             |            
| | Net loss for the year under US GAAP            | (4,362,807) | (7,028,431) | (9,030,182)
| | Comprehensive income (v)                       | -           | -           | -          
| | Comprehensive loss under US GAAP               | (4,362,807) | (7,028,431) | (9,030,182)
| |                                                |             |             |            

F-34







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.          RECONCILIATION TO U.S. GAAP (Continued)



| |                                                 | 2004        | 2003                        | 2002       
| | ----------------------------------------------- | ----------- | --------------------------- | -----------
| |                                                 | $           | $                           | $          
| | Consolidated statements of cash flows           |             | (restated  see note 16(b))
| | Operating activities                            |             |                             |            
| | Cash used under Canadian GAAP                   | (1,477,291) | (1,499,650)                 | (1,189,599)
| | Advance received from joint venture partner     |             | 114,480                     | -          
| | Exploration expenditures                        | (2,774,336) | (4,131,255)                 | (5,481,752)
| | Cash used in operating activities under US GAAP | (4,251,627) | (5,516,425)                 | (6,671,351)
| |                                                 |             |                             |            
| | Investing activities                            |             |                             |            
| | Cash used under Canadian GAAP                   | (2,800,792) | (4,229,591)                 | (6,397,776)
| | Exploration expenditures                        | 2,774,336   | 4,131,255                   | 5,481,752  
| | Contributions from joint venture partners       | -           | (114,480)                   | (556,204)  
| | Cash used in investing activities under US GAAP | (26,456)    | (212,816)                   | (1,472,228)
| |                                                 |             |                             |            
| | Financing activities                            |             |                             |            
| | Cash provided under Canadian GAAP               | 8,283,500   | 4,973,333                   | 1,645,617  
| | Minority interests                              | -           | -                           | 556,204    
| | Cash provided by under US GAAP                  | 8,283,500   | 4,973,333                   | 2,201,821  



(i)     Mineral interests and exploration costs



Mineral interests and exploration costs are accounted for in accordance with Canadian GAAP as disclosed in Note 2(d). For US GAAP purposes, only third party acquisition costs are capitalized. Subsequently, all exploration and carrying costs are expensed as incurred until a positive feasibility study is completed and a positive mine development decision has been approved by the Board of Directors and appropriate financing has been obtained.  The capitalized costs of such claims would then be measured, on a periodic basis, to ensure that the carrying value can be recovered on an undiscounted cash flow basis. If the carrying value cannot be recovered on this basis, the mineral claims would be written down to net recoverable value on a discounted cash flow basis.



Capital assets dedicated to specific exploration properties as disclosed in Note 4(c)(i) are categorized under deferred exploration costs and are capitalized for US GAAP purposes because they retain the character of capital assets. For Canadian GAAP purposes, assets are amortized when in use, and for US GAAP purposes amortization commences when the assets are available for use.

F-35







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.          RECONCILIATION TO U.S. GAAP (Continued)



(ii)      Minority interest



For Canadian GAAP purposes, participant contributions are treated as a reduction of exploration expenditure where the substance of the transaction is that of a farm out arrangement typical of the mineral and oil exploration sectors. Typically in these financing arrangements an interest can be earned in a property by spending a certain amount on exploration expenditures. Once the amount is spent the interest in the property is legally earned and disclosed. The holder of the mineral interest does not record any disposition or minority interest for exploration expenditure incurred by the party. The party would have no recourse to have the exploration expenditure incurred refunded should the mineral interest prove worthless. For US GAAP purposes, a minority interest is recognized equal to the participant contributions, less the  participants share of exploration costs.



(iii)     Stock-based Compensation



In the year ended March 31, 2002 and prior, the Company elected to follow Accounting Principles Board No. 25 Accounting for Stock Issued to Employees (APB 25).  Under APB 25, no compensation expense is recognized in connection with options granted to employees except if options are granted at a strike price below the fair value of the underlying stock.



Effective April 1, 2002, the Company adopted the fair value recognition provision of FASB Statement No. 123 Accounting for Stock-Based Compensation(SFAS 123).  Under the modified prospective method of adoption selected by the Company under the provisions of FASB Statement No. 148 Accounting for Stock-based Compensation  Transition and Disclosure(SFAS 148), compensation cost recognized in the years ended March 31, 2004 and 2003 is the same as that which would have been recognized had the recognition provisions of SFAS 123 been applied from its original effective date.  Results of prior years have not been restated.



For disclosure purposes, the Company was required to calculate and present pro-forma effect of all stock-based compensation awards granted during the year ended March 31, 2002.  Based on the option values computed using the Black-Scholes Option Pricing Modelwith the following assumptions: risk free interest rate of 5.31%, dividend yield of 0%, volatility of 39% and expected option life of 5 years, had the Company recognized compensation expense under the fair value method, the following would have been its effect on the Company net loss and loss per share for the year ended March 31, 2002:

F-36







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.   RECONCILIATION TO U.S. GAAP (Continued)



(iii)     Stock-based compensation (Continued)



| |                                  | 2002       
| | -------------------------------- | -----------
| |                                  | $          
| | Net loss for the year            |            
| | -  As determined under US GAAP   | (9,030,182)
| | Stock-based compensation expense | (713,666)  
| | -  Pro-forma                     | (9,743,848)
| |                                  |            
| | Basic and diluted loss per share |            
| | -  As determined under US GAAP   | (0.20)     
| | -  Pro-forma                     | (0.21)     



(iv)     Escrow Shares



Under Canadian GAAP, common shares issued with escrow restrictions are recorded at the issue price and are not revalued upon release from escrow.



Under US GAAP, escrow shares that are released upon the Company meeting certain performance criteria are considered contingently issuable.  These escrow shares are excluded from the computation of weighted average number of common shares outstanding.  The difference between the fair value of the escrow shares at the time of their release from escrow and the original issue price is accounted for as compensation expense at the time the escrow shares are released from escrow.



(v)      Other Comprehensive Income



US GAAP requires that a statement of comprehensive income be displayed with the same prominence as other financial statements and that the aggregate amount of comprehensive income excluding the deficit be disclosed separately in shareholders equity.  Comprehensive income, which incorporates the net loss, includes all changes in shareholders equity during a period except those resulting from investments by and distributions to owners. There is currently no requirement to disclose comprehensive income under Canadian GAAP.

F-37







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.          RECONCILIATION TO U.S. GAAP (Continued)



(vi)     Impairment of long-lived assets



The Company applied Statements of Financial Accounting Standards No. 144 (SFAS 144) to account for the impairment or disposal of long-lived assets.  Under SFAS 144, the Company tests assets for impairment in carrying value whenever events or circumstances indicate that the Company may not be able to recover the carrying value of the assets.  An impairment loss is measured as the excess of carrying amount of an asset or group of assets over fair value.  Fair value is determined using expected net present value by reference to undiscounted expected future cash flows from operations or from future sale net of selling or abandonment costs.  SFAS 144 requires separate tests for assets to be held and used, assets to be disposed of by sale and assets to be disposed of other than by sale.  SFAS 144 does not differ materially from Canadian GAAP requirements for impairment and recoverability tests for long-lived assets.



(vii)    Income Tax



Under Canadian GAAP, future income tax assets are calculated based on enacted or substantially enacted tax rates applicable to future years.  Under US GAAP, only enacted rates are used in the calculation of deferred income taxes.  This difference in Canadian GAAP and US GAAP did not have any effect on the financial position or the results of operations of the Company for the years ended March 31, 2004, 2003, and 2002.



(viii)  Exploration Stage Enterprise



The Securities and Exchange Commissions Industry Guide 7 requires companies without proven and probable reserves to refer to themselves as exploration stage enterprises. Canadian GAAP does not require any such disclosure.

F-38







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.     RECONCILIATION TO U.S. GAAP (Continued)



(b) Restatement of Previously Reported US GAAP Balances



| |                                                         | 2003      | 2002     
| | ------------------------------------------------------- | --------- | ---------
| |                                                         | $         | $        
| | Consolidated balance sheets                             |           |          
| | Mineral interests  US GAAP, as previously reported     | 1,798,910 | 2,218,489
| | Exploration expenditure adjustment                      | (344,324) | (285,590)
| | Accumulated amortization of dedicated capital assets    | 112,920   | 29,355   
| | Separately disclose JV participant contributions        | 2,999,304 | 2,999,304
| | Clerical error                                          | 50,000    | -        
| | Mineral interests  US GAAP, as restated                | 4,616,810 | 4,961,558
| |                                                         |           |          
| | Minority interests  US GAAP, as previously reported    | 1,566,050 | 2,267,803
| | Share of exploration and accumulated amortization costs | 110,134   | 60,601   
| | Minority interests  US GAAP, as restated               | 1,676,184 | 2,328,404
| |                                                         |           |          
| | Liabilities  US GAAP, as previously reported           | 1,241,661 | 1,474,688
| | Clerical error                                          | -         | (600)    
| | Liabilities  US GAAP, as restated                      | 1,241,661 | 1,474,088



| | Shareholders equity  US GAAP, as previously reported                          | 275,284     | 1,097,383  
| | ------------------------------------------------------------------------------- | ----------- | -----------
| | Exploration expenditure adjustment                                              | (344,324)   | (285,590)  
| | Accumulated amortization of dedicated capital assets                            | 112,920     | 29,355     
| | Separately disclose minority interest                                           | 2,889,170   | 2,938,702  
| | Shareholders equity  US GAAP, as restated                                     | 2,983,050   | 3,779,850  
| |                                                                                 |             |            
| | Consolidated statements of operations and deficit                               |             |            
| | Net loss  US GAAP, as previously reported                                      | (6,933,290) | (6,598,431)
| | Exploration expenditure adjustment                                              | (58,734)    | (2,564,462)
| | Compensation expense on escrow shares                                           | (120,439)   | 66,281     
| | Minority interest share of exploration and amortization                         | (49,533)    | 494,474    
| | Amortization of dedicated capital assets                                        | 133,565     | (428,044)  
| | Net loss  US GAAP, as restated                                                 | (7,028,431) | (9,030,182)
| |                                                                                 |             |            
| | Weighted average number of shares outstanding  US GAAP, as previously reported | 51,248,541  | 46,498,390 
| | Adjust to exclude escrow shares from computation                                | (271,762)   | (383,513)  
| | Weighted average number of shares outstanding  US GAAP, as restated            | 50,976,779  | 46,114,877 
| |                                                                                 |             |            
| | Basic and diluted loss per share  US GAAP, as previously reported              | (0.14)      | (0.19)     
| | Basic and diluted loss per share  US GAAP, as restated                         | (0.14)      | (0.20)     

F-39







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.   RECONCILIATION to U.S. GAAP (Continued)



(b)   Restatement of Previously Reported US GAAP Balances (Continued)



| |                                                                                   | 2003        | 2002       
| | --------------------------------------------------------------------------------- | ----------- | -----------
| |                                                                                   | $           | $          
| | Consolidated statements of cash flows                                             |             |            
| | Cash used in operating activities  US GAAP, as previously reported               | (5,729,723) | (7,279,232)
| | Exploration expenditure adjustment                                                | 213,298     | 607,881    
| | Cash used in operating activities  US GAAP, as restated                          | (5,516,425) | (6,671,351)
| |                                                                                   |             |            
| | Cash provided by (used in) investing activities  US GAAP, as previously reported | 482         | (864,346)  
| | Clerical error                                                                    | -           | (2,010,413)
| | Exploration expenditure adjustment                                                | (213,298)   | 1,402,531  
| | Cash provided by (used in) investing activities  US GAAP, as restated            | (212,816)   | (1,472,228)
| |                                                                                   |             |            



(c)    Recent accounting pronouncements



In January 2003, the FASB released FASB Interpretation No. 46 (FIN 46"), Consolidation of Variable Interest Entities.  FIN 46 requires that all primary beneficiaries of variable interest entities consolidate those entities.  FIN 46 is effective immediately for variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date.  It applies in the first fiscal year or interim period beginning after June 15, 2003 to variable interest entities in which an enterprise holds a variable interest it acquired before February 1, 2003.  In December 2003, the FASB published a revision to FIN 46 (FIN 46R) to clarify some of the provisions of the interpretation and to defer the effective date of implementation for certain entities.  Under the guidance of FIN 46R, entities that do not have interests in structures that are commonly referred to as special purpose entities are required to apply the provisions of the interpretation in financial statements for periods ending after March 14, 2004.  The Company did not create a variable interest entity after January 31, 2003 and does not have a variable interest entity as of December 31, 2003.  The adoption of FIN 46R does not have an impact on the Companys financial position or results of operations.



During 2004, the Emerging Issues Task Force (EITF) formed a committee (Committee) to evaluate certain mining industry accounting issues, including issues arising from the application of SFAS No. 141, Business Combinations, to business combinations within the mining industry and the capitalization of costs after the commencement of production, including deferred stripping.

F-40







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VANNESSA VENTURES LTD.

(an exploration stage company)

Notes to the Consolidated Financial Statements

For the Years Ended March 31, 2004, 2003 and 2002

(In Canadian Dollars)



16.           RECONCILIATION to U.S. GAAP (Continued)



(c)    Recent accounting pronouncements (Continued)



In March 2004, the EITF reached a consensus, based upon the Committees deliberations of EITF 04-02, whether Mineral Rights are Tangible or Intangible Assets, and ratified by the FASB, that mineral interests conveyed by leases should be considered tangible assets. On April 30, 2004, the FASB issued a FASB Staff Position (FSP) amending SFAS 141 and SFAS 142 to provide that certain mineral use rights are considered tangible assets and that mineral use rights should be accounted for based on their substance. The FSP is effective for the first reporting period beginning after April 29, 2004, with early adoption permitted.



On March 30, 2005, the Financial Accounting Standards Board (FASB) ratified the consensus of the Emerging Issues Task Force (EITF) of the FASB Issue 04-6 that stripping costs incurred during the production phase of a mine are variable production costs that should be included in the costs of the inventory produced during the period that the stripping costs are incurred. This consensus is effective for the first reporting period in fiscal years beginning after December 15, 2005, with early adoption permitted. The Company plans to adopt the consensus effective April 1, 2006.



On April 15, 2005, the U.S. Securities and Exchange Commission (SEC) announced that it would provide for a phased-in implementation process for FASB Statement No. 123(R), Share-Based Payment (SFAS 123(R)). The SEC would require that registrants adopt SFAS 123(R)s fair value method of accounting for share-based payments to employees no later than the beginning of the first interim or annual reporting period beginning after December 15, 2005. The Company now plans to adopt SFAS 123(R) effective January 1, 2005.







F-41











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ITEM 18               FINANCIAL STATEMENTS



See Item 17.







ITEM 19               EXHIBITS



The following exhibits are attached and incorporated herein:



| |      | Description of Document                                                                                                                       |  | 
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | 12.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                     | 
| | 12.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended                     | 
| | 13.1 | Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 
| | 13.2 | Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 

3







---



SIGNATURE







Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Amendment No. 1 to the Annual Report on Form 20-F for the year ended March 31, 2004 to be signed on its behalf by the undersigned, thereunto duly authorized.



VANNESSA VENTURES LTD.

Registrant







By:    /s/ John R. Morgan

Name:  John R. Morgan

Title:    President and Chief Executive Officer







Date:  March 3, 2006

























4