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



                                   FORM 20-F/A
                                 AMENDMENT NO. 1


(Mark One)

[ ]  Registration  Statement  Pursuant to Section 12(b) or (g) of the Securities
     Exchange Act of 1934 or

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

                    FOR THE FISCAL YEAR ENDED AUGUST 31, 2003

                                       or

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

              For the transition period from _________ to _________

                        Commission file number: 000-30196

                               HALO RESOURCES LTD.


             (Exact name of Registrant as specified in its charter)

                               HALO RESOURCES LTD.


                 (Translation of Registrant's name into English)


                            BRITISH COLUMBIA, CANADA

                 (Jurisdiction of incorporation or organization)

      1305 - 1090 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA, V6E 3V7
                    (Address of principal executive offices)

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

                                      NONE

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

                           COMMON STOCK, NO PAR VALUE
                                (Title of Class)

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

                                 NOT APPLICABLE
                                (Title of Class)

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  stock as of the close of the  period  covered  by the annual
report.
                  2,926,859 COMMON SHARES AS OF AUGUST 31, 2003

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  [X]    No   [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17  [X]    Item 18   [ ]                                       Page 1 of  7









ITEM 15.  CONTROLS AND PROCEDURES
- --------------------------------------------------------------------------------


An evaluation was performed under the supervision and with the  participation of
the Company's management, including Mr. DeMare, the Company's President, CEO and
acting CFO, of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and procedures pursuant to Rules 13a-15(b) and 15d-15(b) of
the Securities  Exchange Act of 1934 (the "Exchange Act") as of August 31, 2003.
Based upon that evaluation,  Mr. DeMare, concluded that the Company's disclosure
controls and procedures are effective 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's rules and forms.



During the  fiscal  year ended  August  31,  2003,  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.



ITEM 19.  EXHIBITS.
- --------------------------------------------------------------------------------



EXHIBIT
NUMBER    DESCRIPTION                                                       PAGE

12.1      Certification of Nick DeMare Pursuant to Rule 13a-14(a)              4

13.1      Certification of Nick DeMare Pursuant to 18 U.S.C. Section 1350      6








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                                   SIGNATURES


The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this annual report on its behalf.



                                           HALO RESOURCES LTD.


Dated:  January 27, 2005                   /s/   Nick DeMare
                                           -------------------------------------
                                           Nick DeMare,
                                           President, Chief Executive Officer,
                                           Chief Financial Officer and Director





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