Filed by Automated Filing Services Inc. (604) 609-0244 - Spur Ventures Inc.

FORWARD LOOKING STATEMENTS

Phosphate rock – A rock containing phosphate.

Purification – A process to remove impurities.

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

All amounts are shown in Canadian dollars.

Effects of Currency Translation and Conversion

The following table sets forth: (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars, in effect at each of the periods indicated; (ii) the average exchange rates in effect on the last day of each period; (iii) the high and low exchange rate during such periods, in each case based on the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York; and (iv) prices based for the period January 1 to December 31 yearly, and quoted in U.S. dollars.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

E. Country Risk in China

a cumulative total of US$8,946,000 within two years of receipt of approval for the restructuredagreement;
a cumulative total of US$16,614,000 within four years; and
the balance of US$25,561,000 within five years.

B. Business Overview

C. Organizational Structure

A. Operating Results

a cumulative total of US$8,946,000 within two years of receipt of approval for the restructuredagreement;
a cumulative total of US$16,614,000 within four years; and
the balance of US$25,561,000 within five years.

Year Ended December 31, 2000

Year Ended December 31, 1999

Not applicable.

D. Trend Information

Not applicable.

Pursuant to YMC Joint Venture Agreement dated April 20, 2004

E. Share Ownership

Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at May 3, 2004, based upon information furnished to the Company by individual directors. Unless otherwise indicated, such shares are held directly.

1,803,000 shares are held in the name of Quest Investment Corp., of which Robert G. Atkinson is a Director.

B. Related Party Transactions

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

Management Responsibility for Financial Reporting
Auditors' Report.
Consolidated Balance Sheet at December 31, 2003 and 2002.
Consolidated Statement of Operations and Deficit for the years ended December 31, 2003, 2002 and2001.
Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001.
Notes to Consolidated Financial Statements

ITEM 9. THE OFFER AND LISTING

Not applicable except for Item 9.A.4. and Item 9.C.

B. Memorandum and Articles of Association

C. Material Contracts

Not applicable.

D. Exchange Controls

F. Dividend and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

I. Subsidiary Information

Not applicable.

ITEM 15. CONTROL AND PROCEDURES

An understanding of generally accepted accounting principles and financial statements;

The ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities;

An understanding of internal controls over financial reporting;

An understanding of audit committee functions.

Education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

Other relevant experience.

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

Compliance with applicable governmental laws, rules and regulations;

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

Accountability for adherence to the code.

Certificate of Incorporation of Braymart Development Corporation.(2)

Certificate of Name Change from Braymart Development Corporation to Spur Industries Corporation.(2)

Certificate of Name Change from Spur Industries Corporation to Spur Ventures Inc.(2)

Form 21 of the Registrant filed with the Registrar of Companies of the Province of British Columbia on January 31, 1995, canceling the existing Articles of the Company and adopting new Articles of the Company.(2)

Document of the National Development & Planning Commission No. JYC (2999) 159 – Notice of Forwarding the National Development & Planning Commission's Request for Examining and Approving the Project Proposal for Sino-Foreign Joint Venture Hubei Yichang Integrated Phosphate Mining and Fertilizer Project.(2)

Ministry of Chemical Industry Document – Official Letter on the Project Proposal for the Sino-Canadian Joint Venture Yichang Phosphorus Mines and Mineral Fertilisers Integrated Project.

Agreement between International Phosphate Mining Corporation and Yichang Phosphorous Chemical Industries Group Co.(1)

Subsequent events

In January 2004, the company paid the first instalment of US$1.25 million to acquire an existing fertilizer facility in Yichang. The acquisition was completed in April 2004 and the funds are currently held in trust to be disbursed as the company’s management considers necessary.

On April 27, 2004, the company announced the agreed restructuring of the terms of the Yichang Maple Leaf Chemicals Company joint venture. The estimated investment for the development of 700,000 tonnes of fertilizer plus the mine development and associated infrastructure has been reduced to US$93 million (from US$325 million) over the next five years. Accordingly, the company’s interest will be adjusted to 79%.

In April 2004, closing was finalized on the YSC acquisition. After completion of final due diligence and audit of the accounts of the Xinyuan plant, the company’s ownership has been agreed at 72%, an increase from the percentage previously anticipated of 65%.

Other subsequent events are recorded in note 4.

"board of directors", "directors" and "board" mean the directors or sole director of the Company for the time being;

"Business Corporations Act" means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

"Interpretation Act" means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

"legal personal representative" means the personal or other legal representative of the shareholder;

"registered address" of a shareholder means the shareholder's address as recorded in the central securities register;

"seal" means the seal of the Company, if any.

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and

any indemnity the directors consider adequate.

consideration is provided to the Company for the issue of the share by one or more of the following:

past services performed for the Company;

the directors in their discretion have determined that the value of the consideration received by the Company is equal to or greater than the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

4.2 Closing Register

a duly signed instrument of transfer in respect of the share has been received by the Company;

if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

if a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

in the name of the person named as transferee in that instrument of transfer; or

if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;

issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, or with special privileges as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise and may, by their terms, be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

by directors' resolution or by ordinary resolution, in each case as determined by the directors:

create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

change all or any of its unissued shares with par value into shares without par value or any of its unissued shares without par value into shares with par value or change all or any of its fully paid issued shares with par value into shares without par value; or

alter the identifying name of any of its shares; and

by directors' resolution or by ordinary resolution, in each case as determined by the directors, create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, if none of those shares have been issued; or vary or delete any special rights or restrictions attached to the shares of any class or series of shares, if none of those shares have been issued; and

by special resolution of the shareholders of the class or series affected, do any of the acts in (1) above if any of the shares of the class or series of shares have been issued.

10.3 Calling of Meetings of Shareholders

if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document :

will be available for inspection by shareholders at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the noticeduring statutory business hours on any one or more specified days before the day set for the holding of the meeting; and

may provide that the document is available by request from the Company or accessible electronically or on a website as determined by the directors.

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

at an annual general meeting, all business is special business except for the following:

business relating to the conduct of or voting at the meeting;

consideration of any financial statements of the Company presented to the meeting;

consideration of any reports of the directors or auditor;

the setting or changing of the number of directors;

the election or appointment of directors;

the appointment of an auditor;

the setting of the remuneration of an auditor;

business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.5 Requirement of Quorum

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.10 Adjournments

the poll must be taken:

at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

in the manner, at the time and at the place that the chair of the meeting directs;

the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

the demand for the poll may be withdrawn by the person who demanded it.

11.20 Demand for Poll

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.3 Votes by Joint Holders

any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

for that purpose, the instrument appointing a representative must:

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

if a representative is appointed under this Article 12.5:

the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting.

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

by the chair of the meeting, before the vote is taken.

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

provided, at the meeting, to the chair of the meeting.

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

subject to paragraphs (2) and (3), the number of directors that is equal to the number of the Company's first directors;

if the Company is a public company, the greater of three and the most recently set of:

the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

the number of directors set under Article 14.4;

if the Company is not a public company, the most recently set of:

the number of directors elected by ordinary resolution (whether or not previous notice of the resolution was given); and

the number of directors set under Article 14.4.

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Remuneration of Directors

13.4 Reimbursement of Expenses of Directors

13.5 Special Remuneration for Directors

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

those directors whose term of office expires at the annual general meeting cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

that individual consents to be a director in the manner provided for in the Business Corporations Act;

that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

the date on which his or her successor is elected or appointed; and

the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.5 Directors May Fill Casual Vacancies

14.6 Remaining Directors Power to Act

14.9 Ceasing to be a Director

A director ceases to be a director when:

14.11 Removal of Director by Directors

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;

has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;

will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;

has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;

the alternate director dies;

the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;

the alternate director ceases to be qualified to act as a director; or

his or her appointor revokes the appointment of the alternate director.

16.2 Appointment of Attorney of Company

17.3 Interested Director Counted in Quorum

17.7 Professional Services by Director or Officer

the chair of the board, if any;

in the absence of the chair of the board or if designated by the chair, the president, a director or other officer; or

any other director or officer chosen by the directors if:

neither the chair of the board nor the president is present at the meeting within 15 minutes after the time set for holding the meeting;

neither the chair of the board nor the president is willing to chair the meeting; or

the chair of the board and the president have advised the secretary, if any, or any other director, that they will not be present at the meeting.

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

the director or alternate director, as the case may be, has waived notice of the meeting.

18.9 Waiver of Notice of Meetings

18.12 Consent Resolutions in Writing

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

delegate to a committee appointed under paragraph (1) any of the directors' powers, except:

the power to fill vacancies in the board of directors;

the power to remove a director;

the power to change the membership of, or fill vacancies in, any committee of the directors; and

the power to appoint or remove officers appointed by the directors; and

make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors' resolution.

conform to any rules that may from time to time be imposed on it by the directors; and

report every act or thing done in exercise of those powers at such times and in such manner and form as the directors may require.

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

terminate the appointment of, or change the membership of, the committee; and

fill vacancies in the committee.

the committee may meet and adjourn as it thinks proper;

the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

a majority of the members of the committee constitutes a quorum of the committee; and

questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

determine the functions and duties of the officer;

entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.4 Remuneration and Terms of Appointment

is or was a director, alternate director, officer, employee or agent of the Company;

is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

GENERAL	3
FORWARD LOOKING STATEMENTS	3
GLOSSARY OF TERMS	4
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	6
ITEM 2. OFFER STATISTICS AND EXPECTED TIME TABLE	6
ITEM 3. KEY INFORMATION	6
A. Selected Financial Data	6
B. Capitalization and Indebtedness	7
C. Reasons for the Offer and Use of Proceeds	7
D. Risk Factors	8
E. Country Risk in China	9
ITEM 4. INFORMATION ON THE COMPANY	13
A. History and Development of the Company	13
B. Business Overview	15
C. Organizational Structure	18
Property, Plant and Equipment	19
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	20
A. Operating Results	21
B. Liquidity and Capital Resources	26
C. Research and Development, Patents and Licenses	26
D. Trend Information	26
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	27
A. Directors and Senior Management	27
B. Compensation	28
C. Board Practices	30
D. Employees	30
E. Share Ownership	30
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	31
A. Major Shareholders	31
B. Related Party Transactions	31
C. Interests of Experts and Counsel	32
ITEM 8. FINANCIAL INFORMATION	32
A. Consolidated Financial Statements and Other Financial Information	32
B. Significant Changes	32
ITEM 9. THE OFFER AND LISTING	32
ITEM 10. ADDITIONAL INFORMATION	33
A. Share Capital	33
B. Memorandum and Articles of Association	33
C. Material Contracts	33
D. Exchange Controls	33
E. Taxation	35
F. Dividend and Paying Agents	36
G. Statement by Experts	36
H. Documents on Display	36
I. Subsidiary Information	36
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	37
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	37
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	37
ITEM 15. CONTROL AND PROCEDURES	37
ITEM 16. RESERVED	37
ITEM 17. FINANCIAL STATEMENTS	39
ITEM 18. FINANCIAL STATEMENTS	39
ITEM 19. EXHIBITS	39
SIGNATURES	42

		Year ended		Year ended		Year ended		Year ended		Year ended
		31/12/2003		31/12/2002		31/12/2001		31/12/2000		31/12/1999
Natural gas income	$	0.00	$	0.00	$	0.00	$	27,686	$	73,691
Interest income		38,845		3,259		19,299		46,229		94,170
Other gain (loss)*		10,340		28,365		132,881		199,017		-
Net loss from continuing operations		-1,310,054		-245,872		-244,635		-49,281		-222,444

Basic and diluted loss per share		-0.06		-0.01		-0.01		0.00		-0.01

Total assets		7,194,380		2,884,113		3,128,433		3,256,797		3,397,009
Net assets		7,155,764		2,808,917		3,054,789		3,206,799		3,225,855
Long term obligations		-		-		-		-		-
Capital stock		11,846,776		6,231,555		6,231,555		6,138,930		6,108,705
Weighed average shares		22,265,095		17,949,328		17,852,001		17,673,078		17,634,328
Cash dividends per common share		-		-		-		-		-

		Year ended			Year ended			Year ended			Year ended			Year ended
		12/31/2003			12/31/2002			12/31/2001			12/31/2000			31/12/1999
Loss for the year - under Canadian GAAP	$	(1,310,054	)	$	(245,872	)	$	(244,635	)	$	(49,281	)	$	(222,444	)
Feasibility study / technical evaluation		(43,782	)		(311,185	)		(176,041	)		(1,048,689	)		(711,636	)
Mineral property write-off		760,490			-			151,807			-			-
Marketable securities		3,600			-			-			-			-
Deferred taxes		-			-			-			98,438			14,063
Loss for the year - under U.S. GAAP
before comprehensive income adjustments		(589,746	)		(557,057	)		(268,869	)		(999,532	)		(920,017	)

Adjustments to arrive at comprehensive
income:
Unrealized gain on marketable securities		-			-			(59,941	)		59,941			-
Comprehensive income (loss)		(589,746	)		(557,057	)		(328,810	)		(939,591	)		(920,017	)

Basic and diluted loss per common share
under U.S. GAAP
before comprehensive income adjustments		(0.02	)		(0.03	)		(0.06	)		(0.05	)		(0.05	)
Total assets – under U.S. GAAP		5,351,935			321,360			876,865			1,029,463			2,218,364
Shareholders' equity - under U.S. GAAP		5,313,319			246,164			803,221			1,039,406			1,948,772

	2003	2002	2001	2000	1999
Rate at end of period	0.7738	0.6331	0.6279	0.6666	0.6929
Average rate during period	0.7135	0.6369	0.6458	0.6733	0.6730
High Rate	0.7738	0.6618	0.6250	0.6413	0.6537
Low Rate	0.6350	0.6199	0.6695	0.6973	0.6929

*Facility and location*	*Use and Size of Property*	*Owned/Leased & Term*
Suite 2684 – 1055 Dunsmuir Street, Vancouver, BC, Canada V7X 1L3	Company head office Approximately 1350 ft2	Leased Paying monthly
Yichang phosphate deposits Hubei, China	110 km from Yichang City Approximately 200 km2	Owned by Chinese government Optioned by the Company
Yichang fertilizer plant	Yichang Town, Yidu City, Yichang Municipality	Owned by YSC

1973-1977	Exploration and drilling on Lixi and Dingjiahe deposits,
1979-1982	Exploration and drilling on Dianziping deposit,
1986-1987	Exploration and drilling on Sukongping and Yinjiaping deposits.

Technical studies (1985-2002)

1985-1990	Ore beneficiation studies and large-scale pilot testing,
1985-1991	Phosphoric acid, MAP and DAP production tests, corrosion tests,
1988,	Pipeline transportation test and study,
1992,	Mining test and study,
1996-1997	Preliminary feasibility study,
1997-1998	Preliminary market and cost analysis,
1999,	Independent resource audit,
1999-2000	Feasibility study,
2000,	Environmental impact assessment study,
2001-2002	Project re-configuration and optimization studies.

Regulatory approvals (1996-2003)

1996,	Project approval from Yichang Prefecture Government,
1997,	Project approval from Hubei Provincial Government,
1997,	Project approval from Ministry of Chemical Industry,
1998,	Project approval from State Planning Commission,
1999,	Final project approval from the State Council (Chinese Cabinet),
2001,	Regulatory approval for the environmental study,
2002,	Regulatory approval for the feasibility study,
Feb. 2003	Preliminary approval for mining permit,
Nov. 2003	Provisional Business License Issued for YMC,
Dec. 2003	Provisional Business License Issued for YSC,

Amount capitalized
Balance brought forward		-		-	$	-	$	520,000		$	520,000
Addition during the period											-
Amount written off		-		-		-		-			-
Disposition during the period		-		-		-		(520,000	)		-
Balance carry forward	$	-	$	-	$	-	$	-		$	520,000

Amortization
Balance brought forward		-		-	$	-	$	301,250		$	270,000
Amortization for the period		-		-		-		6,510			31,250
Disposition during the period		-		-		-		(307,760	)		-
Balance carry forward	$	-	$	-	$	-	$	-		$	301,250
Net balance	$	-	$	-	$	-	$	-		$	218,750

Amount capitalized
Balance brought forward	$	2,562,753		$	2,251,568	$	2,075,527	$	1,026,838	$	318,231
Addition during the period		43,782			311,185		176,041		1,048,689		708,607
Write-down during the period		(760,490	)		-		-		-		-
Balance carry forward	$	1,846,045		$	2,562,753	$	2,251,568	$	2,075,527	$	1,026,838

Amortization
Balance brought forward	$	-		$	-	$	-	$	-	$	-
Amortization for the period		-			-		-		-		-
Balance carry forward	$	-		$	-	$	-	$	-	$	-
Net balance	$	1,846,045		$	2,562,753	$	2,251,568	$	2,075,527	$	1,026,838

Addition during the period		-		-		-		-		3,029
Balance carry forward	$	-	$	-	$	-	$	151,807	$	151,807

Amortization
Balance brought forward	$	-	$	-	$	-	$	-	$	-
Amortization for the period		-		-		-		-		-
Balance carry forward	$	-	$	-	$	-	$	-	$	-
Net balance	$	-	$	-	$	-	$	151,807	$	151,807

China Projects	Year 2003	Year 2002	Year 2001	Year 2000	Year 1999
Golmud Potash Projects – Net balance per Table 5.2 Yichang Phosphate Project – Net balance per Table 5.3	$ - 1,846,045	$ - 2,562,753	$ - 2,251,568	$ 151,807 2,075,527	$ 151,807 1,026,838
Total	$ 1,846,045	$ 2,562,753	$ 2,251,568	$ 2,075,527	$ 1,178,645

Year	Current assets	Total assets	Current liabilities
Q1 2004	$5,601,425	$7,479,745	$71,778
2003	$5,321,672	$7,194,380	$38,616
2002	$321,360	$2,884,113	$75,196

Contractual Obligation	Payments due by Period (1)
Contractual Obligation	Total	Less than 1 Year	1-3 Years	3-5 Years	More than 5 Years
Obligations under YMC Agreement(2)	US$3,834,000	US$3,834,000	Nil	Nil	Nil
Obligations to YSC Partner (estimated)	US$641,535	US$128,307	$236,614	$236,614	Nil
Obligations under YSC Joint Venture	US$2,500,000	US$2,500,000	Nil	Nil	Nil
Rent on Office Head office	$33,966	$29,114	$4852	Nil	Nil

(1)	From June 30, 2004
(2)	Pursuant to YMC Joint Venture Agreement dated April 20, 2004

*Individual*	*Position*	*Compensation*
Steven Dean	Chairman, Director	$ 63,871
Robert G. Atkinson	Vice Chairman, Director	$ 57,833
Y. B. Ian He	President, Director	$ 84,727
Executive Officers & Directors as a Group		$206,431

*Name of Director*	*Number of* *Options* *Granted*	*% of Total* *Options* *Granted in* *2003*	*Exercise or* *Base Price* *($/share)*	*Date of Grant*	*Expiration* *Date*
Robert Atkinson	1,600,000	54.51	0.60	April 4, 2003	May 6, 2008
Ian He	400,000	13.63	0.60	April 4, 2003	May 6, 2008
W. David Black	100,000	3.41	0.60	April 4, 2003	May 6, 2008
Gordon D. Ewart	100,000	3.41	0.60	April 4, 2003	May 6, 2008
George H. Plewes	100,000	3.41	0.60	April 4, 2003	May 6, 2008
Steven Dean	335,000	11.41	1.20	June 19, 2003	June 19, 2008
Ruston Goepel	100,000	3.41	1.20	June 19, 2003	June 19, 2008
David Cohen	200,000	6.81	1.20	June 19, 2003	June 19, 2008
Total	2,935,000

*Name of Optionee*	*Number of Shares*	*Purchase Price*	*Expiration Date*
Robert G. Atkinson, Director	1,600,000	$0.60	May 6, 2008
Robert G. Atkinson, Director	350,000	$0.90	June 18, 2006
David Black, Director	50,000	$0.90	October 18, 2005
David Black, Director	100,000	$0.60	May 6, 2008

	**Amount Owned and Controlled⁽¹⁾**		*Percent of Class*
*Identity of Owner*	*Total Amount*	*Breakdown*	*Now Outstanding*	*Fully Diluted*
Robert G. Atkinson	1,998,800	195,800	6.92%	6.08%
Robert G. Atkinson	1,998,800	1,803,000⁽²⁾	6.92%	6.08%
Y.B. Ian He	557,120		1.93%	1.69%
Steven G. Dean	715,000		2.47%	2.17%
W. David Black	10,000		0.03%	0.03%
Ruston Goepel	170,000		0.59%	0.51%

*Identity of Owner*	*Amount Owned and* *Controlled*	*Percent of Class*
*Identity of Owner*	*Amount Owned and* *Controlled*	*Now Outstanding*	*Fully Diluted*
Robert G. Atkinson (including Quest Capital Corp.)	1,998,800	6.92%	6.08%
Officers & Directors as a group (excluding Robert G. Atkinson	1,452,120	5.02%	4.41%

*Year*	*Period*	*High*	*Low*
1999	1 year	1.15	0.46
2000	1 year	1.08	0.60
2001	Quarter 1 Quarter 2 Quarter 3 Quarter 4	1.05 0.75 0.70 0.42	0.65 0.57 0.57 0.27
2002	Quarter 1 Quarter 2 Quarter 3 Quarter 4	0.77 0.75 0.57 0.55	0.32 0.55 0.30 0.25
2003	Quarter 1 Quarter 2 Quarter 3 Quarter 4	0.75 1.25 1.30 1.78	0.33 0.60 0.82 0.80
2004	January February March April	1.93 1.75 1.90 1.89	1.41 1.45 1.57 1.57

	Sept. 30
	2003	2002
Audit Fees	$20,000	$17,500
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	$40,000⁽¹⁾	Nil

Number	Description of Exhibit
1.0	Articles of Registrant(4)
1.1	Certificate of Incorporation of Braymart Development Corporation.(2)
1.2	Certificate of Name Change from Braymart Development Corporation to Spur Industries Corporation.(2)
1.3	Certificate of Name Change from Spur Industries Corporation to Spur Ventures Inc.(2)
1.4	Form 21 of the Registrant filed with the Registrar of Companies of the Province of British Columbia on January 31, 1995, canceling the existing Articles of the Company and adopting new Articles of the Company.(2)
2.4	Document of the National Development & Planning Commission No. JYC (2999) 159 – Notice of Forwarding the National Development & Planning Commission's Request for Examining and Approving the Project Proposal for Sino-Foreign Joint Venture Hubei Yichang Integrated Phosphate Mining and Fertilizer Project.(2)
2.5	Ministry of Chemical Industry Document – Official Letter on the Project Proposal for the Sino-Canadian Joint Venture Yichang Phosphorus Mines and Mineral Fertilisers Integrated Project.
	Agreement between International Phosphate Mining Corporation and Yichang Phosphorous Chemical Industries Group Co.(1)
3.1	Acquisition Agreement dated November 9, 2003 between Spur Chemicals (BVI) Inc., Yidu Xinyuan Chemicals Co. Ltd., Hubei Yichang Phosphorous Chemicals Group Company and Yidu Yuanfeng Chemical Co. Ltd.(4)
3.2	Contract on Sino-Foreign Equity Joint Venture for creation of Yichang Spur Chemicals Ltd.(4)

3.3	Articles of Association of Yichang Spur Chemicals Ltd.(4)
3.4	Supplementary Agreement dated April 20, 2004 between Spur Chemicals (BVI) Inc., Hubei Yichang Phosphorous Chemicals Group Company and Yidu Yuanfeng Chemical Ltd.(4)
3.5	Supplementary Agreement II dated April 20, 2004 between Spur Chemicals (BVI) Inc. and Hubei Yichang Phosphorus Chemicals Group Company Limited (4)
3.6	Supplementary Agreement III dated April 20, 2004 between Spur Chemicals (BVI) Inc. and Hubei Yichang Phosphorus Chemicals Group Company Limited. (4)
12.1	Section 302 certification of CEO (4)
12.2	Section 302 certification of CFO (4)
13.1	Section 302 certification of CEO and CFO (4)

		Spur Ventures Inc.
		(Registrant)



June 30, 2004		Y.B. Ian He
Date		CEO, President & Director

(signed) Y.B. Ian He	(signed) James Zhang

Y.B. Ian He	James Zhang
President	Chief Financial Officer
April 29, 2004

	2003		2002
	$		$
Assets

Current assets
Cash and cash equivalents	4,965,571		5,899
Marketable securities (note 4)	98,500		95,000
Accounts receivable and prepaid expenses	57,601		20,461
Due from joint venture partner (note 7)	200,000		200,000
	5,321,672		321,360
Fixed assets - net	26,663		-

Mineral properties (note 3)	1,846,045		2,562,753
	7,194,380		2,884,113

Liabilities

Current liabilities
Bank overdraft	-		19,990
Accounts payable and accrued liabilities	38,616		55,206

	38,616		75,196

Shareholders’ Equity

Capital stock (note 5)
Authorized
100,000,000 common shares without par value
100,000,000 preferred shares without par value

Issued
28,289,328 common shares (2002 - 17,949,328)	11,846,776		6,231,555

Stock options and warrants (note 5)	41,680		-

Deficit	(4,732,692	)	(3,422,638	)

	7,155,764		2,808,917

	7,194,380		2,884,113

Commitments and contingencies (note 11)

Subsequent events (note 12)

	2003		2002		2001
	$		$		$
Expenses
Amortization	5,178		-		-
Consulting fees	255,243		126,629		71,421
Interest expense	997		-		-
Loss on disposal of fixed asset	9,082		-		-
Management fees	27,833		50,000		50,000
Office and miscellaneous	45,552		24,011		31,616
Printing and mailing	13,582		(4,916	)	8,560
Professional fees	123,361		68,416		38,253
Rent	31,009		29,669		32,683
Transfer agent and filing fees	21,501		7,702		11,391
Travel, advertising and promotion	68,190		6,735		29,340
Wage and benefits	3,235		-		-
Writedown of mineral properties	760,490		-		151,807
Writedown of marketable securities	6,000		7,000		43,484
	1,371,253		315,246		468,555

Other income
Interest income	38,845		3,259		19,299
Energy trust income	10,867		37,750		71,740
Foreign exchange gain	1,147		-		-
Net gain on disposal of marketable securities	10,340		28,365		132,881
	61,199		69,374		223,920

Loss for the year	(1,310,054	)	(245,872	)	(244,635	)

Deficit - Beginning of year	(3,422,638	)	(3,176,766	)	(2,932,131	)

Deficit - End of year	(4,732,692	)	(3,422,638	)	(3,176,766	)

Basic and diluted loss per common share	(0.06	)	(0.01	)	(0.01	)

Weighted average number of
common shares outstanding	22,265,095		17,949,328		17,852,001

	2003	2002
	$	$
Mineral property expenditures
Yichang phosphate	1,846,045	2,562,753

Yichang phosphate In 1996, the company entered into a preliminary agreement with Yichang Phosphorous Chemical Industries Group Co. Under the agreement, the company has obtained an exclusive right to develop the Yichang phosphate deposit, which is located in Hubei province in China. The company can earn a 90% interest in the property by taking the property to production. The Chinese government will earn a 10% interest by contributing land and the mineral rights. In 1999, the company completed the preliminary feasibility study report conducted jointly by the Northern China Chemical Mine Planning and Design Institute and China Wuhuan Chemical Engineering Corp. Final project approval was also received from the Chinese government. In November 2000, a feasibility study and an environmental impact assessment study were completed. During 2001, the China Environment Protection Bureau approved the environmental study of the Yichang project. Letters of intent were signed with China Merchant Bank and China Agriculture Bank, contingent upon equity financing, to provide US$47 million bank loans and partial working capital line. In April 2002, the feasibility study was updated by Jacobs Engineering Corporation. In early 2002, the company commenced its application for a mining permit through its joint venture partner, Yichang Phosphorus Chemical Industries Company (Yichang). Preliminary approval (stage one) of the application has been received from the Chinese Ministry of Land and Resources. Stage two of the application is in progress. In 2002, the company engaged Triennex Pty Ltd. of South Africa to arrange total project financing based on a pre-arranged success fee. In December 2002, the company signed separately with four banks in Yichang that they will provide bank loans to the Yichang project. In December 2002, the company and its joint venture partner Yichang signed a joint venture contract that will result in the setting up of a joint venture company, Yichang Maple Leaf Chemicals Company, which is to undertake the development of the Yichang phosphate project.

	In December 2003, the company entered into a letter of intent with Yichang Phosphorous Chemical Industries Group Co. to acquire approximately a 65% interest in an existing fertilizer facility owned by Xinyuan Chemicals Ltd. in Yichang. The Xinyuan plant has the capacity to produce 100,000 tonnes per annum of sulphate-based NPK fertilizer. During 2003, $760,490 of deferred mineral property expenditures was written off, being the amount deferred in relation to the Jacobs Engineering Corporation study on the development of a plant, which due to the purchase of an existing fertilizer facility will no longer be required.

4	Marketable securities

		2003	2002
		$	$
	Energy trusts	98,500	95,000

	Energy trusts The company initially acquired energy trust units in 2001, and during 2002 and 2003 the company both acquired and disposed of a number of these units. At December 31, 2003, the remaining units held had a cost of $101,100 (2002 - $102,000) and, consistent with its accounting policy, the company has recognized a loss of $1,500 (2002 - $7,000) as a result of writing these investments down to their market value during the year. The trusts were sold in January 2004 for a small profit.

5	Capital stock Authorized 100,000,000 common shares without par value 100,000,000 preferred shares without par value, issuable in series and with special rights and restrictions to be determined on issuance Issued

	Number of
	common	Amount
	shares	$

December 31, 2001 and 2002	17,949,328	6,231,555
Exercise of stock options	300,000	210,000
Private placement	5,370,000	2,800,000
Exercise of warrants	4,670,000	2,802,000
Commission and finders’ fee	-	(196,779	)
December 31, 2003	28,289,328	11,846,776

				2003			2002

				Weighted			Weighted
				average			average
		Options		exercise	Options		exercise
		outstanding		price	outstanding		price
				$			$
	At January 1	1,000,000		0.90	1,325,000		0.90
	Granted	3,185,000		0.79	-		-
	Exercised	(300,000	)	0.75	-		-
	Cancelled/expired	-		-	(325,000	)	0.90

	At December 31	3,885,000		0.77	1,000,000		0.90

The following table summarizes information about the options outstanding and exercisable at December 31, 2003:

		risk-free interest rate	4.44% per annum
		expected life	5 years
		expected volatility	86%
		dividend yield	-

		Pro forma information determined under the fair value method of accounting for stock options is as follows:

		2003		2002
		$		$
	Loss for the year
	As reported	(1,310,054	)	(245,872	)
	Compensation expense	(1,715,463	)	-

	Pro forma loss for the year	(3,025,517	)	(245,872	)

	Basic and diluted loss per share
	As reported	(0.06	)	(0.01	)
	Pro forma	(0.14	)	(0.01	)

Options granted to consultants in the year have been calculated using the Black-Scholes model based on the same assumptions. A charge of $21,445 (2002 - $nil) has been expensed in the year and credited to fair value of options and warrants within shareholders’ equity.

	a)	Directors of the company receive consulting fees for their management services. A total of $255,243 was paid in 2003 (2002 - $76,129; 2001 - $71,261).

	b)	Management fees of $27,833 (2002 - $50,000; 2001 - $50,000) were paid to companies owned by a director.

	c)	Legal fees of $27,511 (2002 - $13,549; 2001 - $10,591) were paid to a law firm of which a director is a partner.

			2003

	China		Consolidated
	$		$
Current assets	5,321,672	-	5,321,672
Fixed assets - net	26,663	-	26,663
Mineral properties	-	1,846,045	1,846,045

Total assets	5,348,335	1,846,045	7,194,380

			2002

	Canada	China	Consolidated
	$	$	$
Current assets	321,360	-	321,360
Mineral properties	-	2,562,753	2,562,753

Total assets	321,360	2,562,753	2,884,113

		2003		2002
		$		$
	Income tax provision at statutory rates	(235,917	)	(51,528	)
	Increase in taxes from:
	Non-deductible items	2,882		1,338
	Benefit of losses not recognized	233,035		50,190

		–		–

The company has a potential future tax asset of $491,056 (2002 - $505,000) that arises principally from non-capital tax losses available for carry-forward. Management believes the realization of income tax benefits related to these losses is not more likely than not to occur, and therefore, no future income tax asset has been recognized. At December 31, 2003, the company has estimated non-capital losses for tax purposes of $1,233,000 (2002 - $1,117,000) with expiry dates as shown below:

				$
		2004		327,000
		2005		98,000
		2006		182,000
		2008		117,000
		2009		113,000
		2010		396,000
				1,233,000

10	Differences between Canadian and U.S. generally accepted accounting principles

	a)	The company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada. The material measurement differences between GAAP in Canada and the United States that would have an effect on these financial statements are as follows:

	2003		2002
	$		$
Marketable securities - under Canadian GAAP	98,500		95,000
Adjusted for fair market value	3,600		-

Marketable securities - under U.S. GAAP	102,100		95,000

Mineral properties - under Canadian GAAP	1,846,045		2,562,753
Feasibility study/technical evaluation	(1,846,045	)	(2,562,753	)

Mineral properties - under U.S. GAAP	-		-

Capital stock - under Canadian GAAP	11,846,776		6,231,555
Compensatory escrow release value	697,500		697,500
Flow-through share premium	(135,000	)	(135,000	)

Capital stock - under U.S. GAAP	12,409,276		6,794,055

Deficit - under Canadian GAAP	(4,732,692	)	(3,422,638	)
Feasibility study/technical evaluation	(1,846,045	)	(2,562,753	)
Compensatory escrow release value	(697,500	)	(697,500	)
Deferred taxes	135,000		135,000
Fair market value of marketable securities	3,600		-

Deficit - under U.S. GAAP	(7,137,637	)	(6,547,891	)