SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F
Amendment No. 1
SEC File No. 001-31799
(Mark One)

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

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

For the fiscal year ended or

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

For the transition period from ___________ to _________________

GEMSTAR RESOURCES LTD.
-------------------------------------------------------
(Exact name of registrant as specified in this charter)

British Columbia, Canada
-------------------------------------------------------
(Jurisdiction of incorporation or organization)

220 Decourcy Drive, Gabriola Island, British Columbia, Canada, V0R 1X0
---------------------------------------------------------------------
(Address of principal executive offices)

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

None None
-------------------- -----------------------
(Title of each class) (Name of each exchange
on which registered)

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:

None
-----------------
(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.

5,652,000 Common Shares
-------------------------

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 .
---------- ----------

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

TABLE OF CONTENTS

PAGE
PART I

ITEM 1. Identity of Directors, Senior Management and Advisors.................1
1.1 Directors and Senior Management.................1
1.2 Advisors........................................2
1.3 Auditors........................................2

ITEM 2. Offer Statistics and Expected Timetable...............................2

ITEM 3. Key Information 2
3.1 Selected Financial Data.........................2
3.2 Capitalization and Indebtedness.................5
3.3 Reasons for the Offer and Use of Proceeds.......5
3.4 Risk Factors....................................5

ITEM 4. Information on the Company............................................9
4.1 History and Development.........................9
4.2 Dotted Lake Property...........................10
4.3 Competition....................................13
4.4 Management & Employees.........................13
4.5 Environmental Regulations......................13

ITEM 5. Operating and Financial Review and Prospects................15
5.1 Results of Operations..........................15
5.2 Liquidity......................................16

ITEM 6. Directors, Senior Management and Employees..................17
6.1 Directors and Senior Management................17
6.2 Compensation of Directors......................19
6.3 Board Practices................................20
6.4 Employees......................................20
6.5 Share Ownership of Directors and Officers......20

ITEM 7. Major Shareholders and Related Party Transactions...........20
7.1 Beneficial Ownership...........................20
7.2 Related Party Transactions.....................21
7.3 Interests of Experts and Counsel...............22

ITEM 8. Financial Information.......................................22
8.1 Legal Proceedings..............................22
8.2 Significant Changes............................22

ITEM 9. The Offer and Listing.......................................23
9.1 Offering and Listing Details...................23

ITEM 10. Additional Information......................................23
10.1 Share Capital.................................23
10.2 Memorandum and Articles of Association........24
10.3 Material Contracts............................25
10.4 Exchange Controls and other Limitations
Affecting Security Holders....................25
10.5 Canadian Federal Income Tax Consequences to
United States Investors.......................25
10.6 United States Federal Income Tax
Consequences to U.S. Investors................26
10.7 Statements by Experts.........................30
10.8 Documents on Display..........................30

ITEM 11. Quantitative and Qualitative Disclosures About Market Risk...........30

ITEM 12. Descriptions of Securities Other than Equity Securities..............31
12.1 Warrants......................................31
12.2 Stock Options.................................31

PART II

ITEM 13. Defaults, Dividend Arrearages and Delinquencies......................31

ITEM 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds..................................................31

PART III

ITEM 17. Financial Statements

ITEM 18. Financial Statements

ITEM 19. Exhibits

SIGNATURE

FORWARD-LOOKING STATEMENTS

We caution you that certain important factors (including without limitation
those set forth in this Form 20-F) may affect our actual results and could cause
such results to differ materially from any forward-looking statements that may
be deemed to have been made in this Form 20-F registration statement, or that
are otherwise made by or on our behalf. For this purpose, any statements
contained in this registration statement that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "except," "believe,"
"anticipate," "intend," "could," estimate," or "continue," or the negative or
other variations of comparable terminology, are intended to identify
forward-looking statements.

PART I

Item 1. Identity of Directors, Senior Management and Advisors

1.1 Directors and Senior Management:

The following table sets forth the name, business address and position of each
of the directors and executive officers of the Company:

Name and Address Position
-------------- --------

Linda Smith President, Chief Executive
RR #1, Site 10C Officer and Director
Malaspina Drive
Gabriola Island, B.C.
Canada

Shannon Krell Director
RR#1, Site 10C
Malaspina Drive
Gabriola Island, B.C.
Canada

Alexander Mancor Director
5715 Royal Oak Avenue
Burnaby, B.C.
Canada

Brent Peters Secretary
747 17th Street, Suite 301
West Vancouver, B.C.
Canada
1

1.2 Advisors:

The following table sets forth the name, business address and position of each
of the advisors to the Company:

Name and Address Position
---------------- ---------
Bank of Montreal Banker
Commercial Banking
Main Floor, First Bank Tower
P.O. Box 49500, 595 Burrard Street
Vancouver, B.C., Canada V7X 1L7

Gregory S. Yanke Law Corporation Legal Counsel
200 - 675 West Hastings Street
Vancouver, B.C., Canada V6B 1N2

1.3 Auditors

Name and Address Position
--------------- --------
S.G. and Associates Auditor
Chartered Accountants
8211 Ackroyd Road, Suite 270
Vancouver, B.C., Canada V6X 3K8

Our auditors are chartered by the Institute of Chartered Accountants of British
Columbia.

Item 2. Offer Statistics and Expected Timetable

Not applicable

Item 3. Key Information

3.1 Selected Financial Data

The following tables set forth the data of the Company for the fiscal years
ended January 31, 2003, 2002, 2001, 2000 and 1999 and the three-month interim
periods ended April 30, 2003 and April 30, 2002. We derived all figures from our
financial statements, which were audited by our independent auditor. This
information should be read in conjunction with our financial statements included
in this registration statement.

Our financial statements included in this registration statement and the table
set forth below gave been prepared in accordance with accounting principles
generally accepted in Canada. A reconciliation to United States generally
accepted accounting principles is included in Note 9 to our audited financial
statements. All amounts are expressed in Canadian dollars. The first table
presents this financial data in accordance with United States generally accepted
accounting principles. The second table presents the data in accordance with
Canadian generally accepted accounting principles.

U.S. Generally Accepted Accounting Principles

===================================================================================================================================
Three-Month Three-Month Fiscal Year Fiscal Year Fiscal Year Fiscal year Fiscal Year
Period Ended Period Ended ended ended ended ended Jan. ended Jan.
Apr. 30, 2003 Apr. 30, 2002 Jan. 31, 2003 Jan. 31, 2002 Jan. 31, 2001 31, 2000 31, 1999
(unaudited) (unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------

Long term debt $622,998 $617,302 $617,302 $608,250 $239,994 Nil Nil
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends Nil Nil Nil Nil Nil Nil Nil
per share
- -----------------------------------------------------------------------------------------------------------------------------------
Deficit ($1,798,599) ($1,780,487) ($1,780,487) $ (1,718,055) ($1,448,897) ($1,374,951) ($1,270,525)
- -----------------------------------------------------------------------------------------------------------------------------------
Capital stock $1,119,846 $1,119,846 $ 1,119,846 $ 1,119,846 $1,119,846 $1,119,846 $777,737
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted 5,652,000 5,652,000 5,652,000 5,652,000 5,970,000 5,845,566 4,008,490
average number
of common
shares
===================================================================================================================================

Canadian Generally Accepted Accounting Principles

===================================================================================================================================
Three-Month Three-Month Fiscal Year Fiscal Year Fiscal Year Fiscal year Fiscal Year
Period Ended Period Ended ended ended ended ended ended
Apr. 30, 2003 Apr. 30, 2002 Jan. 31, Jan. 31, 2002 Jan. 31, 2001 Jan. 31, 2000 Jan. 31,
(unaudited) (unaudited) 2003 1999
- -----------------------------------------------------------------------------------------------------------------------------------

Net Operating Nil Nil Nil Nil Nil Nil Nil
Revenue
- -----------------------------------------------------------------------------------------------------------------------------------
Loss from ($13,866) ($12,718) ($262,432) $ (69,158) $ (73,946) $ (104,426) $ (144,437)
operations
- -----------------------------------------------------------------------------------------------------------------------------------
Loss per $0.00 $0.00 ($0.05) ($0.01) ($0.01) ($0.02) ($0.04)
common share
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets $166,848 $162,544 $162,544 $360,781 $13,536 $3,246 $5,724
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets ($674,507) ($660,641) ($660,641) ($398,209) ($329,051) ($255,105) ($492,788)
- -----------------------------------------------------------------------------------------------------------------------------------
Long term debt $622,998 $617,302 $617,302 $608,250 $239,994 Nil Nil
- -----------------------------------------------------------------------------------------------------------------------------------
Cash dividends Nil Nil Nil Nil Nil Nil Nil
per share
- -----------------------------------------------------------------------------------------------------------------------------------
Deficit ($1,794,353) ($1,530,773) ($1,780,487) ($1,518,055) ($1,448,897) ($1,374,951) ($1,270,525)
- -----------------------------------------------------------------------------------------------------------------------------------
Capital stock $1,119,846 $1,119,846 $1,119,846 $1,119,846 $1,119,846 $1,119,846 $777,737
- -----------------------------------------------------------------------------------------------------------------------------------
Weighted 5,652,000 5,652,000 5,652,000 5,652,000 5,970,000 5,845,566 4,008,490
average number
of common
shares
===================================================================================================================================

Since June 1, 1970, the government of Canada has permitted a floating exchange
rate to determine the value of the Canadian dollar as compared to the United
States dollar. On January 9, 2004, the exchange rate in effect for Canadian
dollars exchanged for United States dollars, expressed in terms of Canadian
dollars was $1.2690. This exchange rate is based on the noon buying rates in New
York City, for cable transfers in Canadian dollars, as certified for customs
purposes by the Federal Reserve Bank of New York. For the past fiscal years
ended January 31 and for the six-month period between June 1, 2003 and December
31, 2003, the following exchange rates were in effect for Canadian dollars
exchanged for United States dollars, calculated in the same manner as above:

Time Period Average Exchange Rate for Period
----------- --------------------------------
Year ended Jan 31, 2003 $1.5650
Year ended Jan 31, 2002 $1.5596
Year ended Jan 31, 2001 $1.4910
Year ended Jan 31, 2000 $1.4779
Year ended Jan 31, 1999 $1.4948

Time Period Low - High

Month ended December 2003 $1.2923 - $1.3405
Month ended November 2003 $1.2973 - $1.3362
Month ended October 2003 $1.3043 - $1.3481
Month ended September 2003 $1.3469 - $1.3876
Month ended August 2003 $1.3840 - $1.4100
Month ended July 2003 $1.3368 - $1.4114

3.2 Capitalization and Indebtedness

The following table sets forth our capitalization and indebtedness as
at November 30, 2003.

======================================================================
As at November 30, 2003
----------------------------------------------------------------------

Short term debt (unsecured and not guaranteed) $230,357
----------------------------------------------------------------------
Long term debt $622,998
----------------------------------------------------------------------
Total debt $841,355
----------------------------------------------------------------------
Shareholder's Equity
----------------------------------------------------------------------
Common shares $1,119,846
----------------------------------------------------------------------
Retained earnings (accumulated deficit) ($1,806,653)
----------------------------------------------------------------------
Total shareholders' equity ($686,807)
======================================================================

3.3 Reasons for the Offer and Use of Proceeds

Not Applicable

3.4 Risk Factors

Any investment in our common shares involves a high degree of risk. You should
consider carefully the following information before you decide to buy our common
shares. If any of the events discussed in the following risk factors actually
occurs, our business, financial condition or results of operations would likely
suffer. In this case, the market price of our common shares could decline, and
you could lose all or part of your investment in our shares The following is a
list of all known material risks relating to our business and an investment in
our common shares:

We have a history of losses. Our inability to achieve profitability will
negatively impact any investment in our shares.

We have incurred losses in our business operations since inception, and we
expect that we will continue to lose money for the foreseeable future. Since our
incorporation on March 31, 1998 to April 30, 2003, we have incurred losses
totalling $1,794,353. Very few junior resource companies ever become profitable.
Failure to achieve and maintain profitability may adversely affect the market
price of our common stock.

We have limited financial resources and no source of cash flow. If we are unable
to generate generate revenue, our business will fail.

We have limited financial resources, no source of operating cash flow and no
commitments for additional funding for further exploration of the Dotted Lake
property. Failure to obtain such additional financing could result in delay or
indefinite postponement of further exploration and ultimately the failure of our
business.

Very few mineral properties are ultimately developed into producing mines. If we
are unable to prove that a mineral reserve exists on our Dotted Lake property,
our business may fail.

The business of exploration for minerals and mining involves a high degree of
risk. Few properties that are explored are ultimately developed into producing
mines. At present, our mineral properties have no known body of commercial ore.
Most exploration projects do not result in the discovery of commercially
mineable deposits of ore.

Substantial expenditures are required for us to establish ore reserves through
drilling, to develop metallurgical processes, to extract the metal from the ore
and, in the case of new properties, to develop the mining and processing
facilities and infrastructure at any site chosen for mining.

It is unknown whether we will discover minerals in sufficient quantities to
justify commercial operations or that we can obtain the funds required for
development on a timely basis. The probability of an individual mineral
exploration prospect such as the Dotted Lake Property ever containing reserves
is extremely remote. It is unlikely that the property contains reserves, so any
funds expended on the property will most likely be lost.

If we do not obtain additional financing, our business will fail.

As at April 30, 2003, we had cash in the amount of $1,952. Our ability to
continue as a going concern is dependent upon the ability of management to
obtain sufficient financing. Management is actively seeking additional
financing, but has no specific commitments for investment.These matters raise
doubt about the company's ability to continue as a going concern. These
financial statements do not include adjustments that would be necessary should
the company be unable to continue as a going concern.

Because management has only limited experience in resource exploration, the
business has a higher risk of failure.

Our management has only limited experience in resource exploration. None of our
directors or officers has any significant technical training or experience in
resource exploration for, starting and operating a mine. With no direct training
or experience in this sector, our management may not be fully aware of many of
the specific requirements related to working within the industry. Their business
decisions may not take into account standard engineering or managerial
approaches that mineral exploration companies with qualified management commonly
use. As a result, our operations, earnings and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.

Mineral exploration involves a high degree of risk against which we are not
currently insured. Environmental liability that we incurred may irreparably harm
our business.

Unusual or unexpected rock formations, formation pressures, fires, power
outages, labour disruptions, flooding, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labour are risks involved in
the operation of mines and the conduct of exploration programs.

It is not always possible to fully insure against such risks and we may decide
not to take out insurance against such risks as a result of high premiums or
other reasons. Should such liabilities arise, they could reduce or eliminate any
future profitability and result in increasing costs and a decline in the value
of our common stock. We do not currently maintain insurance against
environmental risks relating to the Dotted Lake property.

If title to the Dotted Lake is disputed, we may lose our sole business asset and
our business may fail.

The Dotted Lake property may be subject to prior unregistered agreements or
transfers or native land claims and title may be affected by undetected defects.
There is a risk that the property boundaries could be challenged. In such
circumstances, we will incur costs defending our title to the Dotted Lake
property and may lose our interest in the claims, causing our business to fail.

We may require permits and licenses that we may not be able to obtain. If we are
unable to obtain such permits and licenses, our business plan will fail.

Our operations may require licenses and permits from various governmental
authorities. If we are unable to obtain such licenses and permits, we will not
be able to continue exploration and development of the Dotted Lake property and
we may have to abandon our business plan.

While we do not require any authorization to proceed with the initial phase of
the recommended exploration program on the Dotted Lake property, we will be
required to obtain work permits from the Ontario Ministry of Northern
Development and Mines for the Phase II drilling program and any subsequent
exploration work that results in a physical disturbance to the land if the
program calls for the disturbance of more than 10,000 square meters of the
property surface, or such areas that would total that amount when combined. A
work permit is also required for the erection of structures on the property.
There is no charge to obtain a work permit under the Mining Act.

Metal prices fluctuate widely. A decrease in metal prices may prevent us from
raising the capital necessary to continue our business plan in the future. As
well, low metal prices will reduce the value of any reserve we discover on the
Dotted Lake property.

Factors beyond our control may affect the marketability of any minerals we
discover. Metal prices have fluctuated widely, particularly in recent years. Our
ability to raise capital for continuing exploration of the Dotted Lake property
depends to a large degree on the market price for metals generally, as well as
for gold in particular. In addition, the value of any reserve we discover on the
Dotted Lake property will fluctuate depending on current metal prices. Low metal
prices may make it uneconomical to commence production on the Dotted Lake
property if a reserve is established, of which there is no guarantee.

The resource industry is very competitive. The competitive nature of the
business may increase our cost of operations and prevent us from obtaining
interests in additional mineral properties.

The resource industry is intensely competitive in all its phases. We compete
with many companies possessing greater financial resources and technical
facilities than us for the acquisition of mineral concessions, claims, leases
and other mineral interests as well as for the recruitment and retention of
qualified employees.

In conducting exploration on the Dotted Lake property, we will be subject to
environmental regulations. In addition, our operations may be adversely affected
by changes in environmental regulations. A significant change in such
regulations may prevent us from proceeding with our business plan.

Our operations are be subject to environmental regulations promulgated by
government agencies from time to time. Environmental legislation provides for
restrictions and prohibitions on spills, release or emissions of various
substances produced in association with certain mining industry operations, such
as seepage from tailings disposal areas, which would result in environmental
pollution. A breach of such legislation may result in the imposition of fines
and penalties. In addition, certain types of operations require the submission
and approval of environmental impact assessments. Environmental legislation is
evolving in a manner which means that standards, enforcement, fines and
penalties for non-compliance are more stringent. Environmental assessments of
proposed projects carry a heightened degree of responsibility for us and our
directors, officers and consultants. The cost of compliance with changes in
governmental regulations has a potential to reduce the profitability of our
operations. We do not maintain environmental liability insurance.

When our exploration program on the Dotted Lake property proceeds to the
drilling stage, we may be required to post small bonds if the rights of a
private land owner may be affected. We may also be required to file statements
of work with the Ministry of Northern Development and Mines. We will also be
required to undertake remediation work on any exploration that results in
physical disturbance to the land. The cost of remediation work will vary
according to the degree of physical disturbance.

If a market our common shares does not develop, shareholders may be unable to
sell their shares.

Our common shares do not trade on any recognized stock exchange or quotation
system. Unless a market develops, it will be difficult for shareholders to sell
their stock. As a result, shareholders may find that they are unable to achieve
benefits from their investment.

When our securities become listed, they may be subject to penny stock
regulation, which may impede an investor's ability to purchase our common
shares.

If a market for our securities develops and the price of our common stock falls
below $5.00 per share, then we will be subject to "penny stock" regulation.
"Penny stock" rules impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 together with a
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of such securities and have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prescribed by the Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a result.

Enforcement of legal process may be difficult.

All members of our Board of Directors and management reside in Canada. As well,
our address for service is a Canadian address. Accordingly, investors will not
be able to:

1. effect service of process upon us, or upon individuals related to
uswithin the United States;

2. enforce judgments obtained in United States courts against us based
upon the civil liability provisions of the United States securities
law;or

3. enforce judgments of United States court judgments based upon the
civil liability provisions of the United States federal securities law.

However, investors may commence original actions against us, our directors and
officers and our experts in British Columbia courts. However, as our sole
mineral property asset is located in Ontario, additional legal proceedings would
need to be commenced in that province in order to satisfy any judgment.

As we are incorporated pursuant to the laws of British Columbia, duties of our
directors and officers, and the ability of shareholders to initiate a lawsuit on
our behalf, are governed by the British Columbia Company Act.

Item 4 Information on the Company

4.1 History and Development

We were incorporated under the name "Gemstar Resources Ltd." pursuant to the
Company Act in the Province of British Columbia, Canada by registration of our
Memorandum and Articles of Association and the issuance by the Registrar of
Companies of a Certificate of Incorporation on March 31, 1988. We are an
exploration stage company that owns mineral claims in Ontario, Canada. There is
no assurance that a commercially viable mineral deposit exists on our claims.
Further exploration will be necessary before a final evaluation as to the
economic and legal feasibility of our claims is determined.

Our head office is located at 220 Decourcy Drive, Gabriola Island, British
Columbia, Canada, V0R 1X0. Our telephone number is (604) 837-2739.

We have not been involved in any bankruptcy, receivership or similar
proceedings, nor have we been a party to any material reclassification, merger,
consolidation or purchase or sale of a significant amount of assets.

We currently own a 100% interest in five contiguous mineral claims known
collectively as the Dotted Lake property which are situated in the Blake River
area, Thunder Bay Mining Division of Ontario, Canada. There is no assurance that
a commercially viable mineral deposit exists on the Dotted Lake property.
Further exploration will be required before a final evaluation as to the
economic feasibility of the property is determined. No exploration activity has
been conducted on the Dotted Lake property in the past 12 years. Prior to that,
only limited exploration was conducted on the claims.

We originally acquired the Dotted Lake property from LCM Equities Ltd., a
private British Columbia company owned by Mr. John Donaldson, pursuant to a
mineral property purchase agreement dated October 27, 2000. Pursuant to that
agreement, we paid $200,000 to acquire a 100% interest in the Dotted Lake
property.

In our most recently completed fiscal year, our interest in the Dotted Lake
property lapsed due to our failure to complete the minimum required assessment
exploration work on the claims. Management determined that it would be less
expensive to allow the claims to lapse and then restake them, rather than
completing the required assessment work.

We re-acquired the property by staking the property in accordance with Ontario
laws. This involves retaining a prospector to go to the location of the claims
and physically driving wooden posts into the ground and affixing metal tags to
the posts that describe information respecting the claims. Information regarding
the staking procedures is then filed with the Ontario Ministry of Northern
Development and Mines.

4.2 Dotted Lake Property

Location and Access

The Dotted Lake property is situated in north central Ontario, approximately 50
kilometers northeast of Lake Superior and 260 kilometers east-northeast from the
city of Thunder Bay. Manitouwadge (45 kilometers to the north), Marathon (45
kilometers southwest) and White River (50 kilometers southeast) are the closest
towns. The latter two communities are situated along Highway 17, part of the
Trans-Canada Highway network, while the property itself lies some 20 kilometers
north of Highway 17.

Currently, there is no road access directly on to the Dotted Lake property. From
Highway 614, located 13 kilometres north of Highway 17, a bush road leads seven
kilometers north-eastward to the southwest shore of Dead Otter Lake. From there,
the property may be conveniently reached by boat in summer or by snowmobile in
winter. Alternatively, another bush road that connects with Highway 614, some
19.2 kilometers north of Hwy 17, terminates approximately 0.7 kilometers north
of the north claim boundary.

Title and Claim Status
- ----------------------

We own a 100% interest in the Dotted Lake property, which consists of five
contiguous mineral claims registered in the name of 1179406 Ontario Ltd., a
private Ontario company that holds the claims in trust for us. It is a common
procedure to have such claims held in trust given the expense that we would
incur in registering as a recorded claim holder and an extraprovincial company
in Ontario. We can request that the claims be registered in our name at any
time.

The five mineral claims, recorded as claims numbered 1239864, 1239865, 1239866,
1239868 and 1239874, cover 1,216 hectares. In order to keep the claims in good
standing, we must spend at least $31,200 on exploration of the Dotted Lake
property by March 14, 2005. We do not have any other third party obligations
with respect to the claims.

Previous Exploration
- --------------------

Several companies and individuals have conducted exploration activities on
various parts of the Dotted Lake property. To date, no mineral deposit has been
delineated on the property, and consequently there has been no production from
the property nor any reserve or resource estimated.

In 1965, Irish Copper Mines Limited flew a 160 kilometer combined
electromagnetic and magnetic survey over the property area. Such surveys involve
measuring the strength of the earth's magnetic field. Variations in the magnetic
readings on a property may indicate the increased likelihood of precious or base
minerals in the area. This particular survey resulted in the discovery of three
areas on the property where magnetic readings were high. It was recommended that
a follow-up appraisal be conducted over these areas, but there are no records to
indicate that they were.

In 1983, Clear Mines Ltd. held claims that covered the Dotted Lake property.
During March to June 1983, Clear Mines Ltd. commissioned VLF-EM, magnetic and
HEM surveys over the area. A VLF-EM survey consists of two separate surveys: a
very low frequency survey and an electromagnetic survey. Very low frequency
surveys use radio waves to determine whether rocks on a mineral property conduct
electricity. Almost all of the precious and base metals that we seek are above
average conductors of electricity and will affect VLF readings. Electromagnetic
surveys involve measuring whether or not rocks on the surface and subsurface of
the property conduct electricity. Copper and gold are excellent conductors of
electricity. Areas of high conductivity are targets for follow-up exploration.

Magnetic surveys involve searching for changes in the magnetic field over
property areas. Magnetic anomalies may be a result of accumulations of certain
magnetic rocks such as phrrhotite, hematite and magnetite. These rock types are
often found alongside base metals such as copper, zinc and nickel, or precious
metals such as gold and silver.

A HEM, or horizontal loop electromagnetic survey, is a type of electromagnetic
survey that detects how rocks respond to specific electrical frequencies. Three
weak HEM conductors were detected on the present claims beneath Dotted Lake. Two
west to west southwest VLF anomalies were also delineated.

In 1983, Rodeo Resources Ltd. conducted an exploration program over the
southwest corner of the Dotted Lake property. Fifteen rock samples collected
from the property resulted in the discovery of anomalous values of gold,
molybdenum, copper, lead and zinc.

In 1991, Noranda Exploration Company Limited drilled two holes on the Dotted
Lake property. The first hole intercepted a one meter section that contained 2%
pyrite and pyrrhotite. The second hole included a 10.7 meter section that
contained magnetite, pyrrhotite and a minor amount of chalcopyrite. Pyrite,
pyrrhotite, magnetite and chalcopyrite are minerals often found with the
precious and base metals we are seeking.

We have not yet conducted any exploration on the Dotted Lake property.

Proposed Exploration
- ---------------------

In his geological report on the Dotted Lake property, our consulting geologist,
Mr. James G. Burns, P.Eng., recommends a two phase exploration program for the
Dotted Lake property. The first phase should consist of line cutting, a induced
polarization survey, a magnetic survey and a VLF survey.

Mr. Burns recommends a phase two exploration program consisting of the
drilling of targets identified from the results of the phase one work.
He suggests the following budgets:

Phase I

Line cutting: $36,800
Induced polarization survey: $66,000
Detailing IP survey: $6,000
Magnetic and VLF surveys: $17,250
Supervision: $5,000
Geophysical interpretation and reporting: $7,000
Contingency: $13,950

Total: $152,000

Phase II

Diamond drilling: $150,000
Assays: $4,000
Geologist: $25,000
Core shack/office rental: $5,000
Reporting: $1,750
Drafting: $2,000
Contingency: $2,000

Total: $206,000

We intend to commence the Phase I exploration program on the Dotted Lake
property in the spring of 2004, when the weather in northern Ontario is more
conducive to exploration. We anticipate completing the phase one program, as
well as a review of the results of the program over a period of two months.

We intend to commence the Phase II exploration program in the summer or fall of
2004. The program, including interpretation of results is expected to take two
to three months.

The Dotted Lake property area experiences a temperate climate with moderate to
long cold winters and short warm to hot summers. Total precipitation is about
1,000 millimeters, including over three meters of snow. Break up or freeze up
conditions may impinge upon exploration activities, but normally exploration and
mining may be conducted year round. However, it is more economical to conduct
exploration programs in spring and summer when access to and travel across the
property are easier, and when snow removal for surface exploration is not
required.

4.3 Competition

The mineral property exploration business, in general, is intensively
competitive and there is not any assurance that even if commercial quantities of
ore are discovered, a ready market will exist for sale of same. Numerous factors
beyond our control may affect the marketability of any substances discovered.
These factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of mineral and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may make it difficult for us to receive an adequate return on
investment.

We compete with many companies possessing greater financial resources and
technical facilities for the acquisition of mineral concessions, claims, leases
and other mineral interests as well as for the recruitment and retention of
qualified employees.

4.4 Management and Employees

We do not have any employees other than our directors and officers.

We are a party to an agreement with Darcy Krell, spouse of Linda Smith,
President and a Director of the Company, whereby Mr. Krell is engaged to perform
certain management relations services on our behalf at a fee of $2,500 per
month. We retain Mr. Krell to arrange and negotiate mineral property
acquisitions and exploration contracts (subject to director approval), arrange
for and secure financings for the company, arrange for the collection of all
receivables and the payment of all obligations, establishing and maintaining
suitable banking relations, ensuring the maintenance of proper accounting
records and perusing and replying to all corporate inquiries and correspondence.

4.5 Environmental Regulations

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Province of Ontario, specifically. Under these
laws, prior to production, we have the right to explore the property, subject
only to a notice of work which may entail posting a bond. To date, we have not
been required to post a bond with respect to exploration on the Dotted Lake
property.

In addition, production of minerals in Ontario will require prior approval of
applicable governmental regulatory agencies. We can provide no assurance to
investors that such approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known at this time.

We have budgeted for regulatory compliance costs as part of our operations. We
will have to sustain the cost of reclamation and environmental mediation for all
exploration work undertaken. The amount of these costs is not known at this time
as we do not know the extent of future exploration.

Permits and regulations will control all aspects of any production program if
the project continues to that stage because of the potential impact on the
environment. Examples of regulatory requirements include:

- Water discharge will have to meet water standards;

- Dust generation will have to be minimal or otherwise
re-mediated;

- Dumping of material on the surface will have to be
re-contoured and re-vegetated;

- An assessment of all material to be left on the surface will
need to be environmentally benign;

- Ground water will have to be monitored for any potential
contaminants;

- The socio-economic impact of the project will have to be
evaluated and if deemed negative, will have to be
re-mediated; and

- There will have to be an impact report of the work on the
local fauna and flora.

While we do not require any authorization to proceed with the initial phase of
the recommended exploration program, we will be required to obtain work permits
from the Ontario Ministry of Northern Development and Mines for the Phase II
drilling program and any subsequent exploration work that results in a physical
disturbance to the land if the program calls for the disturbance of more than
10,000 square meters of the property surface, or such areas that would total
that amount when combined. There is no charge to obtain a work permit under the
Mining Act.

When our exploration program proceeds to the drilling stage, we may be required
to post small bonds if the rights of a private land owner may be affected. We
may also be required to file statements of work with the Ministry of Northern
Development and Mines and to undertake remediation work on any exploration that
results in physical disturbance to the land. The cost of remediation work will
vary according to the degree of physical disturbance.

Item 5. Operating and Financial Review and Prospects

5.1 Results of Operations

We are an exploration stage company that intends to commence exploration of the
Dotted Lake property located in Ontario. To date, a majority of our operations
and our expenditures have been as a result of related party transactions.

In 1997, we entered into an agreement to acquire 95% all of the property, assets
and undertaking associated with the Dalian Maple Leaf International School
located in the City of Dalian, China. In consideration for the school assets, we
agreed to issue to the owners of the school 45,780,000 common shares and
5,500,000 performance escrow shares having a total deemed value of $11,500,000.
Due to difficulties meeting Vancouver Stock Exchange requirements, in our fiscal
year ended January 31, 1999, we agreed with the Dalian Maple Leaf International
School to terminate our agreement.

During that fiscal year, we incurred a loss of $144,437 consisting of management
fees $60,000, interest and bank charges of $34,942, legal fees $24,725,
brokerage sponsorship fees of $15,000 payable in connection with the acquisition
of the Dalian school, listing and transfer fees of $6,233, accounting and audit
fees of $1,865 and conference costs of $1,672.

We were essentially inactive during the fiscal year ended January 31, 2000.
Management investigated several business acquisition opportunities in China, but
did not reach any agreements to acquire assets. During the fiscal year, we
incurred a loss of $104,426 consisting entirely of the following administrative
fees: accounting and legal fees of $42,882, management fees of $30,000, interest
and bank charges of $24,426, listing and transfer fees of $6,498 and office
costs of $620.

In our fiscal year ended January 31, 2001, we underwent a complete change in
management. Mr. Sherman Jen, Wei Shao and Wang Qing Li resigned as directors in
place of Linda Smith, Alexander Mancor, Frank McGill and Shannon Krell. Ms.
Smith replaced Mr. Jen as our president. Upon the change of management, we
entered into an agreement whereby we acquired a 100% interest in the Dotted Lake
property consisting of 76 mineral claim units. The property is located in the
Thunder Bay Mining Division approximately 16 miles south-southeast of
Manitouwadge, Ontario.

During the fiscal year, we spent $73,946 on administrative expenses consisting
of management fees of $35,000, bank charges and interest of $16,397, accounting
and legal fees of $9,086, office costs of $7,248, listing and filing fees of
$5,063 and transfer agent fees of $1,152.

In the following fiscal year ended January 31, 2002, we completed our
acquisition of the Dotted Lake property by paying $200,000 in cash to the
vendor, LCM Equities Ltd., a private arm's length British Columbia company. We
also advanced $152,000 to LCM Equities Ltd. as an advance for exploration of the
Dotted Lake property. We acquired the funds for the property payment and
exploration advance from director and shareholder loans.

We incurred a net loss of $269,158 in the fiscal year ended January 31, 2002
consisting of the $200,000 payment we made in connection with the Dotted Lake
property acquisition, $20,791 in office costs, $20,000 in management fees,
$10,481 in accounting and legal costs, $5,970 in listing and filing fees, $4,684
in consulting fees, $2,785 in transfer agent fees, $2,286 in bank charges and
interest, $1,436 in travel costs and $725 in advertising and promotion expenses.
In comparison with fiscal 2001, our net loss increased substantially due to the
payment made in connection with our property acquisition. Administrative
expenses decreased slightly in fiscal 2002 due to a reduction in fees charged by
new management.

In the fiscal year ended January 31, 2003, we incurred a net loss of $62,432
consisting of management fees of $30,000, office costs of $20,871, legal and
accounting fees of $8,390, listing and filing fees of $2,050, transfer agent
costs of $647, bank charges and interest of $292, travel costs of $158 and
advertising and promotion costs of $24. Our net loss decreased in comparison
with fiscal 2002 primarily due to a reduction in consulting fees and a reduction
in filing fees.

During the three-month period ended April 30, 2003, we incurred a net loss of
$18,072. This amount consisted of management fees ($7,500), office costs
($4,718), restaking costs related to the Dotted Lake property ($4,206),
consulting fees ($1,035), accounting and legal fees ($400) and bank charges and
interest ($213). At April 30, 2003, we had cash on hand of $1,952, prepaid
exploration work of $152,000 and taxes receivable of $1,790. We also had
accounts payable and accrued liabilities of $218,357 and loans payable of
$622,998.

5.2 Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively
through the sale of our common shares to investors. We expect to finance
operations through the sale of equity in the foreseeable future or through
director and shareholder loans, as we have no source of revenue from our
business operations. There is no guarantee that we will be successful in
arranging financing on acceptable terms.

In the next twelve months, we expect to complete the recommended phase one and
phase two exploration programs on the Dotted Lake property. We anticipate that
the programs will cost approximately $152,000 and $206,000 respectively.

We also anticipate spending an additional $30,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations. Administrative expenses over
the period are expected to be approximately $60,000.

Total expenditures over the next 12 months are therefore expected to be
$448,000.
We have advanced $152,000 as an exploration advance in order to fund the
recommended phase one program on the Dotted Lake property. We do not have
sufficient funds on hand in order to proceed with the phase two recommended
program or to cover our anticipated professional and administrative costs.

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

To a significant extent, our ability to raise capital is affected by trends and
uncertainties beyond our control. These include the market prices for base and
precious metals and results from our exploration programs. Our ability to attain
our business objectives may be significantly impaired if prices for metals such
as gold, copper and platinum fall or if results from our intended exploration
programs on our properties are unsuccessful.

Item 6. Directors, Senior Management and Employees

6.1 Directors and Senior Management

Directors:

Name of Director Age
- ---------------------- ----
Linda Smith 54
Shannon Krell 26
Alexander Mancor 55

Ms. Linda Smith's husband is the father of Ms. Shannon Krell.

Executive Officers:

Name of Officer Age Office
- -------------------- ----- -------
Linda Smith 54 President and
Chief Executive Officer
Brent Peters 49 Secretary

The following describes the business experience of our directors and executive
officers, including other directorships held in reporting companies:

Linda Smith

Linda Smith has acted as our president and as a director since October 27, 2000.
Ms. Smith has also acted as Blue Lightning Ventures Inc.'s president and as a
director from October 1999 to present. She also acted in the same capacities for
Big Bar Gold Corporation from August 1999 to June 2003 and for Candorado
Operating Company Ltd. from June 2000 to November 2001. All of these companies
are British Columbia and Alberta reporting corporations involved in mineral
property exploration. Mr. Smith was also employed part-time as a dental
assistant from 1995 to 2002. Ms. Smith aids Mr. Darcy Krell in providing
management services to us. She is not currently compensated for her services.

Ms. Smith does not have any professional training or technical credentials in
the field of mineral property exploration or development. About 50% of her
business time is devoted to our affairs. The remainder of her business time is
devoted to Blue Lightning Ventures Inc.

Shannon Krell

Shannon Krell has acted as our director since October 27, 2000. She has been a
psychology student for the past five years and is currently attending Douglas
College and the University of British Columbia. She is pursuing her
undergraduate degree.

Ms. Krell does not have any professional training or technical credentials
in the field of mineral property exploration or development. She devotes
approximately 10% of her time to our affairs.

Alexander Mancor

Mr. Mancor has acted as our director since October 27, 2000. For the past five
years, Mr. Mancor has owned and managed a series of residential rental
properties in Burnaby, British Columbia. From 1973 to 1995, he acted as a
contract distributor for Pacific Press Ltd. where he was in charge of wholesale
and retail distribution of the Vancouver Province and Vancouver Sun newspapers
in the Burnaby region.

Mr. Mancor does not have any professional training or technical credentials in
the field of mineral property exploration or development. He devotes
approximately 10% of his time to our affairs. The rest of his business time is
devoted to his private property management business.

Brent Peters

Mr. Peters has acted as our secretary since August 21, 2003. Since 1980, he has
acted as President and owner of Colwood Enterprises Ltd., a private British
Columbia company that provides management and consulting services to reporting
companies in British Columbia and Alberta. He has acted as a director of
Consolidated Jaba Inc. (from November 1997 to present), as chief financial
officer and a director of Strikezone Minerals (Canada) Ltd. (from August 2002 to
present) and as president, chief executive officer and a director of B2B
Solutions Inc. (from March 2000 to present), all of which are British Columbia
and Alberta reporting companies involved in mineral property exploration.

Mr. Peters does not have any professional training or technical credentials in
the field of mineral property exploration or development. He devotes
approximately 10% of his time to our affairs. The majority of his business time
is devoted to the affairs of Consolidated Jaba Inc., Strikezone Minerals
(Canada) Ltd. and B2B Solutions Inc.

There are no arrangements or understandings between any of our directors or
executive officers, pursuant to which they were selected to be a director or
executive officer, nor are there any family relationships among any of our
directors and officers.

6.2 Compensation of Directors

We are required, under applicable securities legislation in Canada, to disclose
to our shareholders details of compensation paid to our directors. The following
fairly reflects all material information regarding compensation paid to our
directors in our fiscal year ended January 31, 2003.

Summary Compensation Table
=======================================================================================================================

Name and
Principal
Position Year Annual Compensation Long-term Compensation
- -----------------------------------------------------------------------------------------------------------------------
Awards
Securities
Other Restricted Underlying
Salary Bonus Annual Stock Awards Options/ LTIP All Other
Compensation SAR's payouts Compensation
- -----------------------------------------------------------------------------------------------------------------------

Linda Smith 2003 Nil Nil Nil Nil Nil Nil Nil
President,
Chief Executive
Officer and
Director
- -----------------------------------------------------------------------------------------------------------------------
Shannon Krell 2003 Nil Nil Nil Nil Nil Nil Nil
Director
- -----------------------------------------------------------------------------------------------------------------------
Alexander Mancor 2003 Nil Nil Nil Nil Nil Nil Nil
Director
-----------------------------------------------------------------------------------------------------------------------
Frank McGill 2003 Nil Nil Nil Nil Nil Nil Nil
Former
Director
- -----------------------------------------------------------------------------------------------------------------------
Brent Peters 2003 Nil Nil Nil Nil Nil Nil Nil
Secretary
=======================================================================================================================

We did not paid compensation to our directors in our most recently completed
fiscal year. Management fees are paid to Mr. Darcy Krell, the husband of Ms.
Linda Smith, at a rate of $2,500 per month. Mr. Krell is not a director or
officer.

6.3 Board Practices

Linda Smith has acted as our President and a director since October 27, 2000.
Alexander Mancor and Shannon Krell directors on the same date. The directors
hold office until the next annual general meeting of the shareholders at which
time they may stand for re-election. We are required to hold an annual general
meeting once in every calendar year and not longer than thirteen months from the
last annual general meeting.

We are a party to an agreement with Darcy Krell, spouse of Linda Smith, our
president and a director, whereby Mr. Krell is engaged to perform certain
management relations services on our behalf at a fee of $2,500 per month.

Our audit committee is comprised of Linda Smith, Alexander Mancor and Shannon
Krell. We have not appointed a remuneration committee.

6.4 Employees

We have not had any employees other than our directors and officers. When
required, we have retained geological and other consultants.

6.5 Share Ownership of Directors and Officers

Our directors and officers own beneficially the following shares as of the date
of this registration statement:
Percentage of Outstanding
Number of Shares Owned Common Shares
---------------------- -------------------------
Linda Smith: 567,825 10.05%
Shannon Krell: 0 0.00%
Alexander Mancor: 0 0.00%
Brent Peters: 0 0.00%

The above percentages are based on the number of common shares issued and
outstanding in our capital stock as of the date of this registration statement
which is 5,651,714.

No incentive stock options are outstanding to our directors and officers.

Item 7. Major Shareholders and Related Party Transactions

7.1 Beneficial Ownership

As used in this section, the term "beneficial ownership" with respect to a
security is defined by Regulation 228.403 under the Securities exchange Act of
1934, as amended, as consisting of: (1) any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise has
or shares voting power (which includes the power to vote, or to direct the
voting of such security) or investment power (which includes the power to
dispose, or to direct the disposition of, such security); and (2) any person
who, directly or indirectly, creates or uses a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement or device with the
purpose or effect of divesting such person of beneficial ownership of a security
or preventing the vesting of such beneficial ownership.

As of the date of this registration statement, 5,651,714 common shares are
issued and outstanding. The Company is authorized to issue up to 100,000,000
common shares without par value.

As of the date of this registration statement, the following persons known to us
were the beneficial owner of more than five percent of our outstanding common
shares.

Name of Shareholder Number of Shares Percentage of Issued Shares
- ------------------ ---------------- ---------------------------
Darcy Krell* 900,000 15.92%
Sherman Jen 637,500 11.28%
Linda Smith* 567,825 10.05%
Ryan Krell* 500,000 8.85%
Frank McGill 409,119 7.24%

* Darcy Krell and Linda Smith are husband and wife. Ryan Krell is the son of
Darcy Krell.

Each of our issued shares entitles the holder to one vote in general meeting.
There are no disproportionate or weighted voting privileges.

We are not controlled directly or indirectly by any other corporation or any
other foreign government or by any other natural or legal person, severally or
jointly.

There are no arrangements the operation of which at a subsequent date may result
in a change in our control.

7.2 Related Party Transactions

Since January 31, 2000, there are no transactions which have materially affected
or will materially affect us in which any director, executive officer or
beneficial holder of more than 10% of our outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates, has had or will
have any direct or material indirect interest except as follows:

a) since November 2000, we have paid $2,500 per month for management
fees to Darcy Krell doing business as DK Financial Consultants.
Mr. Krell is the spouse of our president, Ms. Linda Smith;

b) since November 2000, we have paid $1,500 per month for rent and
office expenses to Darcy Krell doing business as DK Financial
Consultants;

c) on February 15, 2002, Shannon Krell, one of our directors, advanced
$75,000 to us as a non-interest bearing loan with no fixed terms of
repayment;

d) between November 2000 and July 2001, Ryan Krell, brother of Shannon
Krell, advanced a total of $106,574 to us as a non-interest bearing
loan with no fixed terms of repayment;

e) between November 2000 and December 2001, Linda Smith, our president
and a director, advanced a total of $413,061 to us as a non-interest
bearing loan with no fixed terms of repayment. We have repaid $10,796
of this amount; and

f) between August 2000 and February 2003, Darcy Krell, spouse of Ms.
Linda Smith, advance a total of $330,930 to us as a non-interest
bearing loan with no fixed terms of repayment. We have repaid
$302,747 of this amount.

We believe that the above related party contracts are more favorable than those
that would be obtained in arm's length transactions with third parties. All
loans from related parties do not bear interest. Our management and rent
agreements with Mr. Darcy Krell are comparable to other such agreements in the
industry.

7.3 Interests of Experts and Counsel

Our experts and legal counsel have no interest in our shareholdings.

Item 8. Financial Information

8.1 Legal Proceedings

To the best of our knowledge there are no legal or arbitration proceedings
threatened, pending or in progress against us, except for a British Columbia
Supreme Court action by Ellis Foster, Chartered Accountants, our form auditor,
for $51,680.54 as at June 30, 2001, plus interest accruing thereafter at a rate
of 1% per month.

Ellis Foster commenced legal action against us, Dalian Maple Leaf International
School, Sherman Investment Ltd. and Shu Liang Sherman Jen and Lan Ying Li on
October 19, 2001. The claim alleges that Ellis Foster provided accounting and
audit services to the defendants in connection with the preparation of financial
statements relating to our proposed acquisition of Dalian Maple Leaf
International School.

We have filed a Statement of Defence in the action denying that we retained
Ellis Foster to provide accounting and audit services in connection with the
preparation of financial statements for Dalian Maple Leaf International School.
We further state that the other defendants are responsible for any fees
incurred. Ellis Foster has not taken any steps to proceed with its legal claim
since November 23, 2001.

8.2 Significant Changes

There have been no significant changes since the date of the audited financial
statements included herein.

Item 9. The Offer and Listing

9.1 Offer and Listing Details

Our common shares previously traded on the Canadian Venture Exchange and
Vancouver Stock Exchange under the symbol "GMS". On July 12, 2001, our shares
were suspended from trading on the TSX Venture Exchange due to our failure to
meet the exchange's minimum working capital requirements. TSX Venture Exchange
rules require that listed companies have a minimum of $50,000 in allocated
working capital. At the time, we did not meet this requirement and trading in
our shares was suspended. Accordingly, there is no current market for our common
shares.

The following table sets forth the high and low closing prices in Canadian funds
of our common shares during the time they traded through the facilities of the
Canadian Venture Exchange, and its predecessor, the Vancouver Stock Exchange:

Period High Low
------ ---- -----
February 1, 1999 to January 31, 2000 $0.15 $0.03
February 1, 2000 to January 31, 2001 $0.25 $0.06
February 1, 2001 to July 12, 2001 $0.10 $0.06

We intend to apply to have our common shares quoted on the National Association
of Securities Dealers' over-the-counter electronic bulletin board. However,
there is no certainty that such listing or any other stock exchange listing will
occur.

Item 10. Additional Information

10.1Share Capital

Our authorized share capital consists of 100,000,000 common shares without par
value. Our issued share capital as of the date of this registration statement is
5,651,714 fully paid common shares without par value. We did not issue any
common shares in our capital in our fiscal year ended January 31, 2003, and we
have not issued any common shares since that date.

All shares issued and to be issued in the future must be and have been approved
by authorizing resolution consisting of a simple majority of our board of
directors.

We do not hold any of our own shares.

We do not have any potential obligations to increase our issued capital.

Since February 1, 2000, we have not issued any common shares in our capital.

10.2Memorandum and Articles of Association

We were incorporated under the Company Act of British Columbia by registration
of our articles of incorporation and memorandum. Pursuant to the provisions of
the Company Act, a company may conduct any business that it is not restricted by
the terms of its articles from conducting. Our articles contain no such
restrictions.

Our directors are required to disclose to the board of directors the nature and
extent of their interest in any proposed transaction or contract and must
thereafter refrain from voting in respect thereof. An interested director may be
counted in the quorum when a determination as to such director's remuneration is
being considered but may not vote in respect thereof. The directors have an
unlimited power to borrow money, issue debt obligations and mortgage or charge
our assets provided such actions are conducted bona fide and in our best
interests. There are no mandatory retirement ages for directors or any required
shareholdings.

All holders of common shares are entitled to receive dividends out of assets
legally available therefor at such times and in such amounts as the board of
directors may from time to time determine. All holders of common shares will
share equally on a per share basis in any dividend declared by the board of
directors. The dividend entitlement time limit will be fixed by the board of
directors at the time any such dividend is declared. Each outstanding common
share is entitled to one vote on all matters submitted to a vote of our
shareholders in general meeting. There are no cumulative voting rights attached
to any of our shares and, accordingly, the holders of more than half of the
shares represented at a general meeting can elect all of the directors to be
elected in a general meeting. All directors stand for re-election annually. Upon
any liquidation, dissolution or winding up, all common shareholders are entitled
to share ratably in all net assets available for distribution after payment to
creditors. The common shares are not convertible or redeemable and have no
preemptive, subscription or conversion rights. In the event of a merger or
consolidation, all common shareholders will be entitled to receive the same per
share consideration.

The rights of shareholders may only be altered by the shareholders passing a
special resolution at a general meeting. A special resolution may only be passed
when it has been circulated to all shareholders by way of an information
circular and then must be passed by seventy-five percent of the votes cast at
the general meeting.

The board of directors may call annual and extraordinary general meetings when
required. One or more shareholders holding in aggregate five percent or more of
our issued shares may requisition an extraordinary meeting and the directors are
required to hold such meeting within four months of such requisition. Only
registered shareholders or persons duly appointed by proxy may be admitted to
meetings unless otherwise permitted by the chairman of the meeting.

There are no national limitations or restrictions on the right to own our common
shares.

There are no provisions in our articles of association that would have the
effect of delaying, deferring or preventing a change in control.

There are no provisions in our articles of association that establish any
threshold for disclosure of ownership. However, the British Columbia and Alberta
Securities Commissions require that persons that are the registered owners of,
and/or have voting control over 10% or more of our common shares must file
insider reports disclosing securities holdings.

10.3Material Contracts

We have not entered into any material contracts within the past two years.

10.4Exchange Controls and other Limitations Affecting Security Holders

There is no law or governmental decree or regulation in Canada that restricts
the export or import of capital, or affects the remittance of dividends,interest
or other payments to a non-resident holder of common shares, other than
withholding tax requirements. See "Item 10.5. Taxation"
---------

There is no limitation imposed by Canadian law or by our constituent documents
on the right of a non-resident to hold or vote common shares, other than are
provided in the Investment Canada Act (Canada). The following summarizes the
principal features of the Investment Canada Act (Canada).

The Investment Canada Act (Canada) requires certain "non-Canadian" individuals,
governments, corporation or other entities who wish to acquire a "Canadian
business" (as defined in the Investment Canada Act), or establish a "new
Canadian business" (as defined in the Investment Canada Act) to file either a
notification or an application for review with a governmental agency known as
"Investment Canada". The Investment Canada Act requires that certain acquisition
of control of Canadian business by a "non-Canadian" must be reviewed and

approved by the Minister responsible for the Investment Canada Act on the basis
that the Minister is satisfied that the acquisition is "likely to be of net
benefit to Canada", having regard to criteria set forth in the Investment Canada
Act. Only acquisitions of control are reviewable under the Investment Canada
Act; however, the Investment Canada Act provides detailed rules for the
determination of whether control has been acquired and, pursuant to those rules,
the acquisition of one-third or more of the voting shares of a corporation may,
in some circumstances, be considered to constitute an acquisition of control.
Certain reviewable acquisitions of control may not be implemented before being
approved by the Minister; if the Minister does not ultimately approve a
reviewable acquisition, which has been completed, the acquired Canadian business
must be divested. Failure to comply with the review provisions of the Investment
Canada Act could result in, amongst other things, an injunction or a court order
directing disposition of assets of shares.

10.5 Canadian Federal Income Tax Consequences to United States Investors

A brief description of certain provisions of the tax treaty between Canada and
the United States is included below, together with a brief outline of certain
taxes, including withholding provisions to which United States security holders
are subject under existing laws and regulations of Canada and United States; the
consequences, if any, of state and local taxes are not considered. The following
information is general and security holders are urged to seek the advice of
their own tax advisors, tax counsel or accountants with respect to the
applicability or effect on their own individual circumstances of not only the
matters referred to herein, but also any state or local taxes.

Canadian federal tax legislation generally requires a 25% withholding from
dividends paid or deemed to be paid to the Company's nonresident shareholders.
However, shareholders resident in the United States will generally have this
rate reduced to 15% through the tax treaty between Canada and the United States.
The amount of stock dividends paid to non-residents of Canada will be subject to
withholding tax at the same rate as cash dividends. The amount of stock dividend
(for tax purposes) would generally be equal to the amount by which our stated
capital has increased by reason of the payment of such dividend. We will furnish
additional tax information to shareholders in the event of such a dividend.
Interest paid or deemed to be paid on our debt securities held by non-Canadian
residents may also be subject to Canadian withholding tax, depending upon the
terms and provisions of such securities and any applicable tax treaty. Under
present legislation in the United States, we are generally not subject to United
States back up withholding rules, which would require withholding at a rate of
20% on dividends and interest paid to certain United States persons who have not
provided us with a taxpayer identification number.

Gains derived from a disposition of shares of the company by a non-resident
shareholder will be subject to tax in Canada only if not less than 25% of any
class of our shares was owned by the nonresident shareholder and/or persons with
whom the nonresident did not deal at arm's length at any time during the
five-year period immediately preceding the disposition. In such cases gains
derived by a U.S. shareholder from a disposition of our shares would likely be
exempt from tax in Canada by virtue of the Canada-U.S. tax treaty.

10.6 United States Federal Income Tax Consequences to United States
Investors

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

Passive Foreign Investment Company

For any of our taxable years, if 75% or more of our gross income is "passive
income" (as defined in the Code) or if at least 50% of our assets, by average
fair market value (or adjusted income basis if the Company elects), are assets
that produce or are held for the production of passive income, we will be deemed
to be a Passive Foreign Investment Company ("PFIC").

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

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

The QEF Election Alternative

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

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

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

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

A QEF Election must be made by attaching the following documents to the timely
filed U.S. federal income tax return for the first taxable year of the U.S.
Shareholder in which or with which our taxable year during which we were a PFIC
and the U.S. Shareholder held (or was considered to have held) common shares
ends: (i) a "Shareholder Section 1295 Election Statement" executed by the U.S.
Shareholder, (ii) a "PFIC Annual Information Statement" received by the U.S.
Shareholder from us, and (iii) a Form 8621. In addition, the Electing U.S.
Shareholder must file a copy of the Shareholder Section 1295 Election Statement
wi4th the Internal Revenue Center, PO Box 21086, Philadelphia, PA 19114. In the
case of common shares owned through a U.S entity, the election is made at the
entity level.

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

Dividends Paid on Common Shares:

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

Credit for Canadian Taxes Withheld:

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

Disposition of Common Shares:

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

1. The Non-QEF Election Alternative

If a U.S. Shareholder does not timely make a QEF Election for the first taxable
year during which he holds (or is considered to hold) the common shares in
question and we are a PFIC (a "Non-electing U.S. Shareholder"), then special
rules under Section 1291 will apply to (i) gains realized on the disposition (or
deemed to be realized by reason of a pledge) of common shares, and (ii) certain
"excess distribution" (as defined in the Code) by us. We have never made any
distributions with respect to our common shares and we do not anticipate making
any such distribution in the foreseeable future.

A non-electing U.S. Shareholder generally would be required to pro-rate all
gains realized on the disposition of our common shares and all excess
distributions over such shareholder's entire holding period for the common
shares. All gains or excess distributions allocated to prior years of the U.S.
Shareholder (provided such U.S. Shareholder's holding period and beginning after
December 31, 1986 for which it was a PFIC) would be taxed at the highest tax
rates for each such prior year applicable to ordinary income. Special foreign
tax credit rules apply with respect to withholding taxes imposed on amounts that
are treated as excess distributions. The Non-electing U.S. Shareholder also
would be liable for interest on the foregoing tax liability for each such prior
year calculated as if such liability had been due with respect to each such
prior year. A Non-electing U.S. Shareholder that is not a corporation must treat
this interest charge as "personal interest" which is non-deductible. The balance
of the gain or the excess distribution will be treated as ordinary income in the
year of the disposition or distribution and no interest charge will be incurred
with respect to such balance.

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

Other PFIC Rules

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

Future Developments

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

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

10.7 Statement by Experts

We have placed reliance upon SG and Associates, Chartered Accountants, of 8211
Ackroyd Road, Suite 270, Vancouver, B.C., Canada V6X 3K8, as experts in
accounting and auditing matters relating to the disclosure in this registration
statement and the financial statements included therein.

All financial information and related contents included in this registration
statement has been reviewed and authorized by SG and Associates.

10.8 Documents on Display

You may review a copy of our filings with the SEC, including exhibits and
schedules filed with it, at the SEC's public reference facilities in Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC maintains a Web site (HTTP://WWW.SEC.GOV) that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC . Although we may make our filings with the SEC
electronically as a foreign private issuer, we are not obligated to do so until
after the effective date of this registration statement.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 12. Descriptions of Securities Other than Equity Securities

12.1 Warrants

We have no warrants issued and outstanding.

12.2 Stock Options

We have no incentive stock options issued and outstanding.

PART II
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Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14. Material Modifications to the Rights of Security Holders and Use of
Proceeds

Not applicable

Item 15.

Not applicable

Item 16.

Not applicable

PART III
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Item 17. Financial Statements

Our audited financial statements include:

- - our balance sheets as at January 31, 2003 and January 31, 2002;

- - the following statements for the fiscal years ended January 31, 2003,
2002 and 2001:

- statements of operations and deficit; and

- statements of cash flows; and

- - notes to the financial statements.

All of these were audited by our auditor, S.G. and Associates, Chartered
Accountants.

The financial statements are prepared in accordance with generally accepted
accounting principles in Canada and are reconciled to United States generally
accepted accounting principles in Note 9. All figures are expressed in Canadian
dollars.

Our unaudited financial statements include:

- - our balance sheets at April 30, 2003 and January 31, 2003;

- - our statements of loss and deficit for the three-month periods ended
April 30, 2003 and April 30, 2002;

- - our statements of cash flows for the three-month periods ended April 30
2003 and April 30, 2002; and

- - notes to the financial statements.

All of these were prepared in accordance with interim reporting requirements
under United States generally accepted accounting principles. All figures are
expressed in Canadian dollars.

Item 18. Financial Statements

See "Item 17 Financial Statement"
--------------------

Item 19. Exhibits

Exhibit 1: Financial Statements

Exhibit 2: Certificate of Incorporation*

Exhibit 3: Memorandum and Articles of Association*

Exhibit 4: Management Agreement dated November 1,2000 between Gemstar
Resources Ltd. and Darcy Krell doing business as DK Financial
Consultants.*

Exhibit 5: Consent of S.G. and Associates, Chartered Accountants*

* Previously filed with Form 20-F on September 16, 2003

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

GEMSTAR RESOURCES LTD.

Dated: January 20, 2004
By: /s/ Linda Smith
--------------------------
Linda Smith, President