SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549

FORM 20-F/A-3

ENTOURAGE MINING LTD.

[ 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

ENTOURAGE MINING LTD.
(Exact name of registrant as specific in its charter)

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

625 Howe Street
Suite 1180
Vancouver, British Columbia, Canada V6C 2T6
(Address of principal executive offices, including Postal Code)

Registrant's area code and telephone number: (604) 684-7227

Name of each exchange on which registered: None

Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class: Common Stock

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

Title of each class: None

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 - 15,130,005.

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

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

[ x ] ITEM 17   [   ] ITEM 18

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

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

[   ] YES   [   ] NO

EXHIBIT INDEX BEGINS ON PAGE 67.

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INTRODUCTION

As used herein, except as the context otherwise requires, the term "we" refers to Entourage Mining Ltd., a corporation organized under the laws of the Province of British Columbia, Canada.

We publish our financial statements expressed in Canadian Dollars and prepare a compilation statement to comply with U.S. GAAP. In this document, references to "US dollars" or "US$" are to the currency of the United States of America. Otherwise our Financial Statements and disclosure are in Canadian Dollars.

Our fiscal year ends on December 31 of each year. References in this document to a particular year are to the fiscal year unless otherwise indicated.

In the future, we will produce annual reports containing audited financial statements and an opinion thereon by our Chartered Accountants. The financial statements contained in this registration statement have been audited in accordance with Generally Accepted Accounting Principles ("U.S. GAAP").

We have no revenue and experienced a loss of $59,428 for the year ended December 31, 2002 and a loss of $92,454 for the six months ended June 30, 2003 and an accumulative loss since inception to December 31, 2002 of $638,971 and $731,425 to June 30, 2003.

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ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A.       DIRECTORS AND SENIOR MANAGEMENT

Ernest Sturrock Peters 2003-889 Homer Street Vancouver, British Columbia V6B 5S3	President, Chief Executive Officer and Director
John R. Poloni 2110-150A Street Surrey, British Columbia V4A 9J6	Director
Robin Forshaw 2985 Altamont Cr. West Vancouver, British Columbia V7V 2G5	Director
Greg Kennedy 384 Gorge Road West Victoria, British Columbia V9A 1M8	Secretary, Chief Financial Officer and Director

B.       ADVISERS

The legal advisor in relation to this registration statement is:

Conrad C. Lysiak
Attorney at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201

Our Canadian legal advisor is:

Kjeld Werbes
Kjeld Werbes Law Corporation
1111 West Hastings Street
Suite 708
Vancouver, British Columbia
Canada V6E 2J3

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C.       AUDITORS

Our auditors are:

Morgan & Company
Chartered Accountant
700 West Georgia Street
Suite 1488
Vancouver, British Columbia
Canada V7Y 1A1

Morgan & Company are members in good standing with the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of British Columbia.

ITEM 2.       OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.       KEY INFORMATION

A.       SELECTED FINANCIAL DATA

Selected Consolidated Financial Data

The selected historical data presented below has been derived from our financial statements. The financial statements for the periods ending December 31, 2002, 2001, 2000, 1999 and 1998 have been audited Morgan & Company, Chartered Accountants. The financial statements for the period ending June 30, 2003 have been reviewed by Morgan & Company.

Our financial statements are presented in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP").

The following table summarizes certain financial information and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations." We have not declared a dividend during the six months ended June 30, 2003 or the five years ended December 31, 2001, 2000, 1999, and 1998. There were no fluctuations in revenues and net income (loss) between the periods stated in the table below since we were inoperative during the applicable years. Please refer to Management's Discussion and Analysis of Financial Condition and Results of Operations. For the reasons set forth herein the information shown below may not be indicative of our future results of operation.

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Condensed Statements of Operations for the six months ended June 30, 2003 and the five years ended December 31, 2003:

	For the six months ended June 30,		For the years ended December 31
	2003	2002	2002	2001	2000	1999	1998
PER U.S. GAAP
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Net Loss	(92,454)	(27,000)	(59,428)	(58,749)	(66,855)	(70,046)	(60,148)
Loss per share	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)

Note:   Diluted loss per share has not been presented as the effect on basic loss per share would be anti-dilutive.

Condensed Balance Sheet Information for the six months ended June 30, 2003 and the five years ended December 31, 2002

	As at June 30,		As at December 31,
	2003	2002	2002	2001	2000	1999	1998
PER U.S. GAAP
Total Assets	Nil	3,986	Nil	3,986	3,870	2,829	1,734
Net Working Capital (Deficit)	(194,253)	330,042)	(161,799)	(303,042)	(244,293)	(177,438)	(69,991)
Share Capital and Deficit	(194,253)	(330,042)	(161,799)	(303,042)	(244,293)	(177,438)	(69,991)
Weighted Average Number of Shares	6,871,718	5,380,005	5,380,005	5,380,005	5,380,005	5,380,005	5,380,005

The total assets were depleted in 2002 in order to pay the cost of filing reports on the System for Electronic Document Analysis and Retrieval ("SEDAR") and in order to maintain our good standing in our jurisdiction of incorporation.

Exchange Rates

The following table sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent fiscal periods ended December 31, the average rates for the period, and the range of high and low rates for the period. Exchange rates are also disclosed for the preceding eight fiscal quarters and the most recent six monthly periods.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

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U.S. Dollar/Canadian Dollar
	Average	High	Low	Close
June 2003 May 2003 April 2003 March 2003	$1.35 $1.38 $1.46 $1.48	$1.37 $1.42 $1.48 $1.49	$1.33 $1.34 $1.43 $1.47	$1.36 $1.37 $1.43 $1.47
February 2003	$1.51	$1.53	$1.49	$1.51
January 2003	$1.54	$1.58	$1.52	$1.53
December 2002	$1.56	$1.58	$1.55	$1.58
November 2002	$1.57	$1.59	$1.55	$1.57
October 2002	$1.58	$1.59	$1.56	$1.56
September 2002	$1.58	$1.59	$1.55	$1.59
Three Months Ended 12/31/02	$1.57	$1.59	$1.55	$1.58
Three Months Ended 9/30/02	$1.58	$1.60	$1.51	$1.59
Three Months Ended 6/30/02	$1.54	$1.60	$1.51	$1.52
Three Months Ended 3/31/02	$1.60	$1.61	$1.58	$1.60
Three Months Ended 12/31/01	$1.58	$1.60	$1.56	$1.59
Three Months Ended 9/30/01	$1.55	$1.58	$1.51	$1.58
Three Months Ended 6/30/01	$1.54	$1.58	$1.51	$1.52
Three Months Ended 3/31/01	$1.53	$1.58	$1.49	$1.58
Fiscal Year Ended 12/31/02	$1.57	$1.61	$1.51	$1.52
Fiscal Year Ended 12/31/01	$1.55	$1.60	$1.49	$1.59
Fiscal Year Ended 12/31/00	$1.50	$1.56	$1.44	$1.50
Fiscal Year Ended 12/31/99	$1.49	$1.53	$1.44	$1.44
Fiscal Year Ended 12/31/98	$1.49	$1.57	$1.41	$1.54

The exchange rate was $1.37 on July 30, 2003. The above information was obtained from the Bank of Canada and we believe closely approximate the rates certified for customs purposes by the Federal Reserve Bank in New York.

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B.       CAPITALIZATION AND INDEBTEDNESS

The following table summarizes our financial information as at June 30, 2003:

Indebtedness		Amount
Guaranteed	$	Nil
Unguaranteed	$	Nil
Secured	$	Nil
Unsecured:
Arms length third parties	$	85,086
Related parties	$	109,167
Total indebtedness	$	194,253
Share Capital	$	276,501
Contributed surplus	$	200,671
Total capitalization	$	537,172

6,000,000 shares were issued on May 17, 2003, as consideration for our purchase of an assignment of the YK option agreement.

C.       REASON FOR THE OFFER AND USE OF PROCEEDS

Not applicable

D.       RISK FACTORS

Company risks:

1. Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease operations. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. Because our officers and directors, at present, are unwilling to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may have to suspend or cease operations within six months. Currently, we need a minimum of CDN$12,000 in order to survive as a business for the next twelve months and we currently do not have plans to enter into any debt obligations with unrelated third parties in the next twelve months. In the past, Ernest S. Peters, our president, loaned us a total of CDN $29,502.84. No other officers or directors have loaned us any money.

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2. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our properties does not contain any reserves, and any funds spent on exploration will be lost. Looking for mineralized material below the surface of the earth is very speculative. While equipment can detect mineralized material beneath the surface of the earth, the detection devices can not determine the type of mineralized material. The type of mineralized material can only be determined by extracting it from the ground. The likelihood of taking an unexplored piece of land and finding mineralized material is improbable. The likelihood of locating a valuable reserves is remote. Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our properties do not contain any reserves, and any funds spent on exploration will be lost.

3. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations. We were incorporated in June 1995 and we have not started our proposed business operations or realized any revenues in the last 5 years. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $731,425. Our ability to achieve and maintain profitability and positive cash flow is dependent upon

*
*
* our ability to locate, explore and develop a profitable mineral property
our ability to generate revenues
our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. We have not generated any revenues from our operations and we don't anticipate any in the foreseeable future. This will happen because there are expenses associated with the research and exploration of our mineral properties. We may not guarantee we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

4. Because only one of our directors, John R. Poloni, has technical training or experience in exploring for, starting, and operating a mine, we will have to hire qualified personnel. If we cannot locate qualified personnel, we may have to suspend or cease operations which will result in the loss of your investment. Only one of our directors, John R. Poloni has experience with exploring for, starting, and operating a mine. None of our officers have any technical training or experience in exploring for, starting, and operation a mine. As such, we will have to hire qualified persons to perform surveying, exploration, and excavation of our properties. The three other officers and directors have no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Their decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

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5. We have no known mineral reserves. Without mineral reserves we can not generate income and if we cannot generate income we will have to cease operations which result in the loss your investment. We have no known mineral reserves. Without mineral reserves, we have nothing to economically remove. If we have nothing to economically remove from the property, we cannot generate income and if we cannot generate income we will have to cease operation which will result in the loss of your investment.

6. Weather interruptions in the Yukon Territory may delay our proposed exploration operations which will extend the time revenues will not be generated and you could lose your investment. Our proposed exploration work can only be performed approximately five to six months out of the year. This is because rain and snow cause travel to our claims to be difficult during six to seven months of the year. During winter, we are unable to conduct exploration operations on our property. This will delay exploration and subsequent removal of any mineralized material, should any be discovered. As a result of the delay in removing mineralized material, no revenue will be generated by us and you could lose your investment.

7. Because we are small and do not have much capital, we must limit our exploration and as a result may not find any minerals. Without any minerals, we cannot generate revenues and you will lose your investment. Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find any minerals, even though our properties may contain mineralized material. Without any minerals we cannot generate revenues and you will lose your investment.

8. Because Messrs. Peters, Poloni, Forshaw and Kennedy have other outside business activities and will only be devoting 10% of their time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of exploration. Because Messrs. Peters, Poloni, Forshaw and Kennedy, our officers and directors have other outside business activities and will only be devoting 10% of their time to our operations, our operations may be sporadic and occur at times which are convenient to Messrs. Peters, Poloni, Forshaw and Kennedy. As a result, exploration of our properties may be periodically interrupted or suspended.

9. Because title to our properties are held in the name of another entity, if it transfers our properties to someone other than us, we will cease operations and you will lose your investment. Title to our properties are not held in our name. Title to our properties is recorded in the name of Expatriate Resources Ltd. Under the terms of an agreement dated November 13, 2002, we are entitled to earn a 60% interest in the properties provided we pay Expatriate Resources Ltd. a total $90,000 and spend a total $500,000 on the properties and pay YK Group $60,000 by November 1, 2007. If Expatriate Resources Ltd. transfers our properties or our interest to a third person, the third person will obtain title or the interest designated for us and we will have nothing. We are not entitled to any notice by Expatriate Resources if they decided to sell the properties or our contractual interest. If Expatriate does sell the properties or our interest therein, we will be harmed in that we will not own any properties or interests in the properties and we will have to cease operations and you will lose your investment.

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Industry risks:

10. We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. Our exploration efforts will be continued on the receipt of further funding. Once further funding is obtained we will attempt to locate products, equipment and materials. If we cannot find the products and equipment we need we will have to suspend our exploration plans until we do find the products and equipment we need. Suspension or operations will result in the generation of revenues.

Investment risks:

11. Because there is no public trading market for our common stock, you may not be able to resell your stock. There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

12. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares. Our shares as penny stocks are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

13. Because all of our assets and our officers and directors are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors. All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our directors and officers predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our directors and officers predicated upon the securities laws of the United States or any state thereof.

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14. We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax consequences to U.S. investors. Since PFIC status will be determined by us on an annual basis and will depend on the composition of our income and assets from time to time (as further discussed below), we cannot assure you that we will not be considered a PFIC for any taxable year. Such a characterization could result in adverse U.S. tax consequences to you if you are a U.S. investor. In particular, absent an election described below, a U.S. investor would be subject to U.S. federal income tax at ordinary income tax rates, plus a possible interest charge, in respect of gain derived from a disposition of our shares, as well as certain distributions by us. In addition, a step-up in the tax basis of our shares would not be available upon the death of an individual shareholder. For this reason, if we are treated as a PFIC for any taxable year and you are a U.S. investor, you may desire to make an election to treat us as a "qualified electing fund" with respect to your shares (a "QEF election"), in which case you will be required to take into account a pro-rata share of our earnings and net capital gain for each year, regardless of whether we make any distributions to you. As an alternative to the QEF election, a U.S. investor may be able to make an election to "mark-to-market" our shares each taxable year and recognize ordinary income pursuant to such election based upon increases in the value of our shares. We will be classified as a PFIC for U.S. federal income tax purposes if 50% or more of our assets, including goodwill (based on an annual quarterly average), are passive assets, or 75% or more of our annual gross income is derived from passive assets. The calculation of goodwill will be based, in part, on the then market value of our common shares, which is subject to change. In addition, the composition of our income and assets will be affected by how we spend the cash we raise in this offering.

15. Because we may issue additional shares of common stock in public offerings or private placements, your ownership interest is us may be diluted. Because we may issue shares of common stock in public offerings or private placements in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in us decreasing.

ITEM 4.       INFORMATION ON THE COMPANY

A.       HISTORY AND DEVELOPMENT

Our Registered Office in British Columbia is located at 1111 West Hastings Street, Suite 708, Vancouver, British Columbia V6E 2J3. Our head office and principal office is located at 675 West Hastings Street, Suite 306, Vancouver, British Columbia V6B 1N2.

We were originally incorporated under the name, Entourage Holdings Ltd., pursuant to the Company Act (British Columbia) on June 16, 1995. On June 25, 1996, we changed our name to Entourage Mining Ltd.

On February 18, 1998, we became a reporting Issuer as defined under the Securities Act of the Province of British Columbia in British Columbia, Canada.

We have no subsidiary corporations.

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B.       BUSINESS OVERVIEW

We are a natural resource company engaged in the acquisition and exploration of natural resource properties. We commenced operations in 1996 and currently have entered into an option agreement to acquire a 60% interest in the Finlayson Properties consisting of 2,976 unsurveyed quartz claims described below and intend to seek and acquire additional properties worthy of exploration and development.

We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on any of the property, and further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

General

We were incorporated in the Province of British Columbia on June 16, 1995 as Entourage Holdings Ltd. On June 25, 1996, we changed our name to Entourage Mining Ltd. We changed our name because we wanted our name to reflect the business sector we intended to operate in.

We are engaged in the acquisition and exploration of mining properties. Our Registered Office in British Columbia is located at 1111 West Hastings Street, Suite 708, Vancouver, British Columbia V6E 2J3. Our head office and principal office is located at 675 West Hastings Street, Suite 306, Vancouver, British Columbia V6B 1N2. Our telephone number is (604) 684-7227. Our offices today are donated rent free by our President. Until December 31, 2002, we paid rent of $2,000 per month for offices provided to us by our President. As of December 31, 2002, we had accrued rent owing to our president of $109,166.82, which he forgave. He forgave the amount to improve our ability to attract new business opportunities. He did not receive anything for forgiving the debt.

The use of the office on a rent free basis will be provided to us for at least four years or until we are financed either through loans, a public offering or a private placement, which ever first occurs.

Entourage Holdings Ltd. has no plans to change its business activities or to combine with another business, and is not aware of any events or circumstances that might cause its plans to change.

Background and Agreements

In March 2003, we entered into an agreement with the YK Group, a syndicate of unrelated third party comprised of Paul Shatzko, Maryl Shatzko, Carl Verley, Shirley Verley, William Weston and Margaret Weston, to acquire YK Group's interest in an option agreement dated November 13, 2002, entered into between the YK Group and Expatriate Resources Ltd. Upon the payment of $60,000 and delivery of 6,000,000 common restricted shares of our common stock, the YK Group will assign its interest to us in the November 13, 2002 option agreement. On April 26, 2003, our shareholders approved the agreement and as of May 17, 2003 we became obligated to perform the YK Group's obligations under the terms of the November 13, 2002 option agreement.

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As of the date hereof, we have paid $ -0- of the $60,000 due the YK Group and on May 17, 2003, we issued the 6,000,000 shares of common stock to the YK Group. Upon payment of the balance of the $60,000 we will receive an assignment of the YK Group's interest in the option. As of today's date we have received an assignment of YK Group's interest in the option agreement.

Under the terms of our agreement with the YK Group, we are obligated to pay to the YK Group CDN$60,000 sixty days after Entourage is financed.

We issued the 6,000,000 shares of common stock to the individuals named below the in the amounts set forth opposite their names:

Paul Shatzko
Maryl Shatzko
Carl Verley
Shirley Verley
William P. Weston
Margaret M. Weston 1,000,000
1,000,000
1,000,000
1,000,000
1,500,000
500,000

Under British Columbia law, the shares may not be resold for a period of one year from May 17, 2003.

We intend to raise the $60,000 to be paid to the YK Group from friends and relatives of current directors. As of today's date we have raised $-0-. We do not have to pay YK Group until we finance Entourage, which may never occur.

By assuming YK Group's obligations under the option agreement and subject to the performance of the terms and conditions of the option agreement, we may acquire a 60% interest in and to the Finlayson Properties. The Finlayson Properties contain two thousand nine hundred sixty-seven (2,967) unsurveyed mining claims in the Watson Lake Mining District and the Whitehorse Mining District, in the Yukon Territory.

Under the terms of the option agreement between the YK Group and Expatriate Resources, we are obligated to pay to Expatriate, CDN$90,000 in cash and the expend CDN$500,000 on the properties. Payment of the cash is as follows:

On November 13, 2002
On or before November 1, 2003
On or before November 1, 2004
On or before November 1, 2005
On or before November 1, 2006
On or before November 1, 2007 $10,000 was paid
$10,000
$10,000
$15,000
$15,000
$30,000

Aggregate expenditure on the properties is as follows:

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On or before November 1, 2003
On or before November 1, 2004
On or before November 1, 2005
On or before November 1, 2006
On or before November 1, 2007 $100,000
$150,000
$200,000
$250,000
$500,000

Upon payment of the foregoing, we will be assigned a 60% interest in and to the Finlayson properties.

Time being the essence of agreement, if the payments or expenditures do not occur at the precise time set forth therein, the agreement will be terminated.

We intend to raise the funds to make the cash payments and the exploration expenditures from friends and relatives of current directors pursuant to exemptions in the Canadian provincial securities acts. As of today's date we have raised $-0-. If we don't raise the balance of the funds and make the payments described above the option agreement will terminate and we will cease or suspend operations.

Pursuant to the terms of Article 5 of the agreement, upon satisfying the provisions of Article 4 thereof, we will enter into a joint ventures agreement Expatriate. We will have a 60% participating interest and Expatriate will have a 40% working interest. Upon formation of the joint venture, the parties will form a management committee to determine the activities of the joint venture. We have not entered into a joint ventures agreement as of the date hereof and will not do so until we earn our interest.

Our activities since signing the agreement

Aurora Geosciences Ltd. was paid $5,283.80 to review and make recommendations on the Finlayson Properties regarding emerald potential and for further exploration work. The amount was paid by the YK Group and will be reimbursed to the YK Group out of the $60,000 cash payment due and payable under the Assignment Agreement. These are the only services we have paid to Aurora Geosciences Ltd. to date. Aurora Geosciences Ltd. was hired by the YK Group and accepted by us because we believe they could provide expert independent advice concerning the emerald potential of the Finlayson Properties. Aurora Geosciences Ltd. has been engaged in mining exploration for the past 18 years. Michael A. Power is a registered professional engineer and geoscientist in the Province of British Columbia and a professional geophysicist with the Northwest Territories Association of Professional Engineers. Mr. Power holds a Bachelor of Science degree with honors in geology and a Masters of Science degree from the University of Alberta. Scott Casselman is a member of the Association of Professional Engineers and geoscientists of British Columbia. Mr. Casselman holds a bachelor of science degree in geology from Carleton University in Ottawa.

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All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. Most privately held mineral titles are acquired directly from the Crown. The Finlayson properties are one such acquisition. Accordingly, fee simple title to the Finlayson properties resides with the Crown and Expatriate Resources was granted a lease by the Crown to explore for minerals. The lease covering the Finlayson claims was issued pursuant to the Yukon Quartz Mining Act. The lessee, Expatriate Resources has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward. To the best of our knowledge, there are no native land claims that affect our title.

Save and except for the terms of the November 13, 2002 option agreement, the properties are unencumbered and there are no competitive conditions which affect the properties. Further, there is no insurance covering the properties and we believe that no insurance is necessary since the properties are unimproved and contain no buildings or improvements.

To date we have retained the services of Aurora Geoscience to analyze proprietary data gathered from the claims and acquired from Expatriate Resources, as well as analyze other public domain data from the area. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit or reserve exists on the properties until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

We selected the properties at the suggestion of Aurora Geosciences, Ltd., and Carl Verley, P.Eng. and a member of the YK Group, who has informed us that emeralds were discovered nearby. He said that because emeralds were discovered nearby, there might be emeralds on our properties. We did not review any technical information prior to selecting the properties. We relied entirely on our consultants, Aurora Geosciences, Ltd. and Carl Verley. Our officers and directors have not visited our properties.

- 16 -

Claims

The following is a description of the claims encompassing the Finlayson Properties.

Claim Group	Claim Number From	Claim Number To	Fractions	Number of claims	Record Number From	Record Number To	Expiry Date	Mining District	Map Sheet
Blade	17			1	YB61574		17-Mar-04	Watson Lake	105-G-07
BlueLine	1	20		20	YB60514	YB60533	17-Mar-09	Watson Lake	105-G-07
BlueLine	21	32		12	YB61472	YB61483	17-Mar-09	Watson Lake	105-G-07
BlueLine	33	34		2	YB89605	YB89606	17-Mar-07	Watson Lake	105-G-07
Box	1	20		20	YB59163	YB59182	17-Mar-09	Watson Lake	105-G-10
Box	21	24		4	YB60837	YB60840	17-Mar-08	Watson Lake	105-G-10
Box	39	40		2	YB93657	YB93658	17-Mar-08	Watson Lake	105-G-10
Box	41	105		65	YB94174	YB94238	10-Sep-03	Watson Lake	105-G-10
Box	107	120		14	YB94239	YB94252	10-Sep-03	Watson Lake	105-G-10
Breakaway	1	10		10	YB57481	YB57490	16-Mar-07	Whitehorse	105-K-01
Breakaway	11	14		4	YB57645	YB57648	16-Mar-07	Whitehorse	105-K-01
Breakaway	15	40		26	YB66343	YB66368	16-Mar-05	Whitehorse	105-K-01
Bug	1	22		22	YB93298	YB93319	26-Jul-06	Watson Lake	105-G-08
Bug	23	24	F	2	YB93320	YB93321	27-Jul-06	Watson Lake	105-G-08
Bug	25	27		3	YB93322	YB93324	28-Jul-06	Watson Lake	105-G-08
Buzzer	9			1	YB69066		17-Mar-04	Watson Lake	105-G-01
Clarence	26			1	YB61709		17-Mar-04	Watson Lake	105-G-10
Cup	1	16		16	YB87695	YB87710	17-Mar-06	Watson Lake	105-G-08
Cup	17	18	F	2	YB87711	YB87712	17-Mar-06	Watson Lake	105-G-08
Cup	19	22		4	YB87713	YB87716	17-Mar-06	Watson Lake	105-G-08
Cup	23	24	F	2	YB87717	YB87718	17-Mar-06	Watson Lake	105-G-08
Dan	1	16		16	YB92726	YB92741	02-Aug-03	Watson Lake	105-G-08
Goal	1	24		24	YB56129	YB56152	17-Mar-14	Watson Lake	105-G-07
Goal	25	44		20	YB60584	YB60603	17-Mar-11	Watson Lake	105-G-07
Goal	45	54		10	YB60604	YB60613	17-Mar-15	Watson Lake	105-G-07
Goal	55	94		40	YB60614	YB60653	17-Mar-11	Watson Lake	105-G-07
Goal	95	96		2	YB63999	YB64000	17-Mar-11	Watson Lake	105-G-07
Goal	97	98		2	YB68801	YB68802	17-Mar-11	Watson Lake	105-G-07
Goal	99	121		23	YB60654	YB60676	17-Mar-11	Watson Lake	105-G-07
Goal	122	129		8	YB68823	YB68830	17-Mar-11	Watson Lake	105-G-07
Goal	130	165		36	YB70481	YB70516	17-Mar-11	Watson Lake	105-G-07
Goal	166	168		3	YB70518	YB70520	17-Mar-11	Watson Lake	105-G-08
Goal	169			1	YB70556		17-Mar-11	Watson Lake	105-G-08
Goal	170			1	YB70521		17-Mar-07	Watson Lake	105-G-08
Goal	171			1	YB70522		17-Mar-11	Watson Lake	105-G-08
Goal	172	181		10	YB70523	YB70532	17-Mar-07	Watson Lake	105-G-08
Goal	182			1	YB70517		17-Mar-11	Watson Lake	105-G-08
Goal	183			1	YB70533		17-Mar-07	Watson Lake	105-G-08
Goal	184	203		20	YB68803	YB68822	17-Mar-11	Watson Lake	105-G-08
Goal	205	210		6	YB70475	YB70480	17-Mar-11	Watson Lake	105-G-07
Goal	211	212		2	YB76787	YB76858	17-Mar-11	Watson Lake	105-G-07
Goal	231	232		2	YB76807	YB76808	18-Mar-11	Watson Lake	105-G-08
Goal	251			1	YB76827		19-Mar-11	Watson Lake	105-G-09
Goal	271	282		12	YB76846	YB76858	20-Mar-11	Watson Lake	105-G-10
Goal	320	335		16	YB87595	YB87610	17-Mar-09	Watson Lake	105-G-07
Goon	1	16		16	YB76681	YB76696	17-Mar-14	Watson Lake	105-G-08
Goon	17	30		14	YB76697	YB76710	17-Mar-07	Watson Lake	105-G-07
Goon	31	38		8	YB76711	YB76718	17-Mar-08	Watson Lake	105-G-07
Goon	39	79		41	YB76719	YB76759	17-Mar-04	Watson Lake	105-G-07
Goon	80	82		3	YB76760	YB76762	17-Mar-04	Watson Lake	105-G-07
Goon	83	84	F	2	YB76763	YB76764	17-Mar-04	Watson Lake	105-G-07
Goon	85	106		22	YB76765	YB76786	17-Mar-04	Watson Lake	105-G-07
Goon	107	136		30	YB76876	YB76905	17-Mar-04	Watson Lake	105-G-07
Goon	137			1	YB92719		17-Mar-06	Watson Lake	105-G-08
Goon	138		F	1	YB92720		17-Mar-06	Watson Lake	105-G-08
Hat Trick	1	50		50	YB59061	YB59110	17-Mar-04	Watson Lake	105-G-02
Hat Trick	51	52		2	YB59941	YB59942	17-Mar-04	Watson Lake	105-G-02
Hat Trick	53	60		8	YB63578	YB63585	17-Mar-04	Watson Lake	105-G-02
Hat Trick	61	74		14	YB59943	YB59956	17-Mar-04	Watson Lake	105-G-02
Hat Trick	103	114		12	YB60472	YB60483	17-Mar-04	Watson Lake	105-G-02
Hat Trick	115	122		8	YB63586	YB63593	17-Mar-04	Watson Lake	105-G-02

- 17 -

Claim Group	Claim Number From	Claim Number To	Fractions	Number of claims	Record Number From	Record Number To	Expiry Date	Mining District	Map Sheet
Hat Trick	247	262		16	YB63718	YB63733	17-Mar-04	Watson Lake	105-G-02
Hat Trick	275	290		16	YB63902	YB63917	17-Mar-04	Watson Lake	105-G-02
Hat Trick	303	316		14	YB63746	YB63759	17-Mar-04	Watson Lake	105-G-02
Ice	1	16		16	YB78632	YB78647	06-Mar-10	Watson Lake	105-G-14
Ice	17	48		32	YB84405	YB84436	06-Mar-06	Watson Lake	105-G-14
Ice	49	165		117	YB84880	YB84996	06-Mar-06	Watson Lake	105-G-14
Ice	166		F	1	YB84997		06-Mar-06	Watson Lake	105-G-14
Ice	167			1	YB84998		06-Mar-06	Watson Lake	105-G-14
Ice	168		F	1	YB84999		06-Mar-06	Watson Lake	105-G-14
Ice	169			1	YB85000		06-Mar-06	Watson Lake	105-G-14
Ice	170		F	1	YB85001		06-Mar-06	Watson Lake	105-G-14
Ice	171			1	YB85002		06-Mar-06	Watson Lake	105-G-14
Ice	172		F	1	YB85003		06-Mar-06	Watson Lake	105-G-14
Ice	173			1	YB85004		06-Mar-06	Watson Lake	105-G-14
Ice	174		F	1	YB85005		06-Mar-06	Watson Lake	105-G-14
Ice	175			1	YB85006		06-Mar-06	Watson Lake	105-G-14
Ice	176		F	1	YB85007		06-Mar-06	Watson Lake	105-G-14
Ice	177			1	YB85008		06-Mar-06	Watson Lake	105-G-14
Ice	178		F	1	YB85009		06-Mar-06	Watson Lake	105-G-14
Ice	179			1	YB85010		06-Mar-06	Watson Lake	105-G-14
Ice	180		F	1	YB85011		06-Mar-06	Watson Lake	105-G-14
Ice	181	212		32	YB85012	YB85043	06-Mar-06	Watson Lake	105-G-14
Ice	213		F	1	YB85044		06-Mar-06	Watson Lake	105-G-14
Ice	214	326		113	YB85045	YB85157	06-Mar-06	Watson Lake	105-G-14
Ice	327	334		8	YB85158	YB85165	06-Mar-06	Watson lake	105-G-14
Ice	335	362		28	YB86186	YB86213	06-Mar-06	Watson Lake	105-G-14
Ice	363	374		12	YB86878	YB86889	06-Mar-06	Watson Lake	105-G-14
Ice	375	402		28	YB86214	YB86241	06-Mar-06	Watson Lake	105-G-14
Ice	1080	1081		2	YB87693	YB87694	06-Mar-08	Watson Lake	105-G-14
League	1	20		20	YB59143	YB59162	17-Mar-09	Watson Lake	105-G-10
League	21	30		10	YB60204	YB60213	17-Mar-05	Watson Lake	105-G-10
League	31	34		4	YB60214	YB60217	17-Mar-04	Watson Lake	105-G-10
League	54			1	YB60237		17-Mar-04	Watson Lake	105-G-10
League	57			1	YB60240		17-Mar-04	Watson Lake	105-G-10
League	59	68		10	YB60855		17-Mar-04	Watson Lake	105-G-10
League	70			1	YB60866		17-Mar-04	Watson Lake	105-G-10
League	72	78		7	YB60868	YB60874	17-Mar-04	Watson Lake	105-G-10
League	94			1	YB60890		17-Mar-04	Watson Lake	105-G-10
League	96			1	YB60892		17-Mar-04	Watson Lake	105-G-10
League	115	150		36	YB61588	YB61623	17-Mar-04	Watson Lake	105-G-10
League	153	171		19	YB61626	YB61644	17-Mar-04	Watson Lake	105-G-10
League	173			1	YB61626		17-Mar-04	Watson Lake	105-G-10
League	176			1	YB61649		17-Mar-04	Watson Lake	105-G-10
League	178			1	YB61651		17-Mar-04	Watson Lake	105-G-10
League	180			1	YB61653		17-Mar-04	Watson Lake	105-G-10
League	182			1	YB61655		17-Mar-04	Watson Lake	105-G-10
League	249	256		8	YB70247	YB70254	17-Mar-04	Watson Lake	105-G-10
Light	6			1	YB92390		28-Feb-06	Watson Lake	105-G-06
Light	8			1	YB92392		28-Feb-06	Watson Lake	105-G-06
Light	10			1	YB92394		28-Feb-06	Watson Lake	105-G-06
Light	12			1	YB92396		28-Feb-06	Watson Lake	105-G-06
Light	14			1	YB92398		28-Feb-06	Watson Lake	105-G-06
Light	16			1	YB92400		28-Feb-06	Watson Lake	105-G-06
Light	23			1	YB92407		28-Feb-06	Watson Lake	105-G-06
Light	25			1	YB92409		28-Feb-06	Watson Lake	105-G-06
Light	27			1	YB92411		28-Feb-06	Watson Lake	105-G-06
Light	29			1	YB92413		28-Feb-06	Watson Lake	105-G-06
Light	31			1	YB92415		28-Feb-06	Watson Lake	105-G-06
Light	33			1	YB92417		28-Feb-06	Watson Lake	105-G-06
Light	35	38		4	YB92419	YB92422	28-Feb-06	Watson Lake	105-G-06
LIGHT	51	60		10	YC22637	YC22646	21-Nov-03	Watson Lake	105-G-06
LIGHT	65	68		4	YC22647	YC22650	21-Nov-03	Watson Lake	105-G-06
Mask	1	38		38	YB63540	YB63577	17-Mar-06	Watson Lake	105-G-01
Mask	39	48		10	YB77943	YB77952	17-Mar-06	Watson Lake	105-G-01
Mask	55	56		2	YB77959	YB77960	17-Mar-06	Watson Lake	105-G-01
Mask	67	76		10	YB77971	YB77980	17-Mar-06	Watson Lake	105-G-01

- 18 -

Claim Group	Claim Number From	Claim Number To	Fractions	Number of claims	Record Number From	Record Number To	Expiry Date	Mining District	Map Sheet
Net	1	34		34	YB56095	YB56128	17-Mar-13	Watson Lake	105-G-08
Net	35	58		24	YB59119	YB59142	17-Mar-11	Watson Lake	105-G-08
Net	59	72		14	YB60984	YB60997	17-Mar-07	Watson Lake	105-G-08
Net	73	124		52	YB63472	YB63523	17-Mar-07	Watson Lake	105-G-08
Net	125	140		16	YB63930	YB63945	17-Mar-11	Watson Lake	105-G-08
Net	141	156		16	YB63524	YB63539	17-Mar-11	Watson Lake	105-G-08
Net	157	164		8	YB70431	YB70438	17-Mar-07	Watson Lake	105-G-08
Net	165		F	1	YB70439		17-Mar-07	Watson Lake	105-G-08
Net	166	169		4	YB70440	YB70443	17-Mar-07	Watson Lake	105-G-08
Net	170		F	1	YB70444		17-Mar-07	Watson Lake	105-G-08
Net	171	184		14	YB70445	YB70458	17-Mar-07	Watson Lake	105-G-08
Net	185	195		11	YB70459	YB70469	17-Mar-11	Watson Lake	105-G-08
Net	196			1	YB70557		17-Mar-11	Watson Lake	105-G-07
Net	197	200		4	YB70470	YB70473	17-Mar-11	Watson Lake	105-G-07
Net	201	204		4	YB78690	YB78693	17-Mar-07	Watson Lake	105-G-08
Net	205	206	F	2	YB78694	YB78695	17-Mar-07	Watson Lake	105-G-08
Net	207	214		8	YB78696	YB78703	17-Mar-07	Watson Lake	105-G-08
NHL	1	30		30	YB60677	YB60706	17-Mar-05	Watson Lake	105-G-07
NHL	31	144		114	YB60707	YB60820	17-Mar-10	Watson Lake	105-G-07
NHL	145	148		4	YB60821	YB60824	17-Mar-05	Watson Lake	105-G-07
NHL	149	152		4	YB68845	YB68848	17-Mar-05	Watson Lake	105-G-07
NHL	153	158		6	YB68831	YB68836	17-Mar-05	Watson Lake	105-G-07
NHL	159	166		8	YB68837	YB68844	17-Mar-10	Watson Lake	105-G-08
NHL	167	176		10	YB89561	YB89570	17-Mar-10	Watson Lake	105-G-08
NL	1	30		30	YC22607	YC22636	21-Nov-03	Watson Lake	105-G-10
NS	1	40		40	YC22547	YC22586	21-Nov-03	Watson Lake	105-G-06
OC	1	16		16	YB94385	YB94400	21-Nov-03	Watson Lake	105-G-11
OC	17	62		46	YC22501	YC22546	21-Nov-03	Watson Lake	105-G-11
Overtime	1	50		50	YB60534	YB60583	17-Mar-07	Watson Lake	105-G-07
Overtime	51	86		36	YB61522	YB61557	17-Mar-07	Watson Lake	105-G-07
Play	1	64		64	YB59183	YB59246	17-Mar-07	Watson Lake	105-G-13
Play	65	68		4	YB60911	YB60914	17-Mar-07	Watson Lake	105-G-13
Play	69	76		8	YB60915	YB60922	17-Mar-05	Watson Lake	105-G-13
Play	77	80		4	YB60923	YB60926	17-Mar-07	Watson Lake	105-G-13
Play	81	88		8	YB60927	YB60934	17-Mar-05	Watson Lake	105-G-13
Play	98			1	YB77007		17-Mar-06	Watson Lake	105-G-13
Play	100			1	YB77009		17-Mar-06	Watson Lake	105-G-13
Play	102			1	YB77011		17-Mar-06	Watson Lake	105-G-13
Play	104			1	YB77013		17-Mar-06	Watson Lake	105-G-13
Play	106			1	YB77015		17-Mar-06	Watson Lake	105-G-13
Play	108			1	YB77017		17-Mar-06	Watson Lake	105-G-13
Play	110			1	YB77019		17-Mar-06	Watson Lake	105-G-13
Play	112			1	YB77021		17-Mar-06	Watson Lake	105-G-13
Play	114			1	YB77023		17-Mar-06	Watson Lake	105-G-13
Play	116			1	YB77025		17-Mar-06	Watson Lake	105-G-13
Play	118			1	YB77027		17-Mar-06	Watson Lake	105-G-13
Play	120			1	YB77029		17-Mar-06	Watson Lake	105-G-13
Play	122			1	YB77031		17-Mar-06	Watson Lake	105-G-13
Play	124			1	YB77033		17-Mar-06	Watson Lake	105-G-13
Play	126			1	YB77035		17-Mar-06	Watson Lake	105-G-13
Play	140	147	F	8	YB89332	YB89339	17-Mar-06	Watson Lake	105-G-13
Play	152	154		3	YB89390	YB89392	17-Mar-06	Watson Lake	105-G-14
Play	155			1	YB89607		17-Mar-06	Watson Lake	105-G-14
Puck	1	80		80	YB55979	YB56058	17-Mar-09	Watson Lake	105-G-08
Red Line	1	12		12	YB60825	YB60836	17-Mar-06	Watson Lake	105-G-08
Red Line	13	28		16	YB70624	YB70639	17-Mar-06	Watson Lake	105-G-08
Ref	1	16		16	YB77069	YB77084	20-Feb-06	Watson Lake	105-G-14
Ref	51	61		11	YB79627	YB79637	20-Feb-06	Watson Lake	105-G-14
Ref	63			1	YB79639		20-Feb-06	Watson Lake	105-G-14
Ref	65			1	YB79641		20-Feb-06	Watson Lake	105-G-14
Ref	67			1	YB79643		20-Feb-06	Watson Lake	105-G-14
Ref	69			1	YB79645		20-Feb-06	Watson Lake	105-G-14
Ref	71			1	YB79647		20-Feb-06	Watson Lake	105-G-14
Ref	86			1	YB79662		20-Feb-06	Watson Lake	105-G-14
Ref	88			1	YB79664		20-Feb-06	Watson Lake	105-G-14
Ref	90			1	YB79666		20-Feb-06	Watson Lake	105-G-14

- 19 -

Claim Group Claim Number From Claim
Number
To

Fractions Number
of
claims Record Number
From Record
Number
To

Expiry Date

Mining District

Map Sheet

Ref	92			1	YB79668		20-Feb-06	Watson Lake	105-G-14
Ref	94	110		17	YB79670	YB79686	20-Feb-06	Watson Lake	105-G-14
Ref	113	120		8	YB79689	YB79696	20-Feb-06	Watson Lake	105-G-14
Ref	121	125		5	YB79697	YB79701	20-Feb-06	Watson Lake	105-G-14
Ref	127			1	YB79703		20-Feb-06	Watson Lake	105-G-14
Ref	130			1	YB79706		20-Feb-06	Watson Lake	105-G-14
Ref	132			1	YB79708		20-Feb-06	Watson Lake	105-G-14
Ref	134	150		17	YB79710	YB79726	20-Feb-06	Watson Lake	105-G-14
Replay	1	20		20	YB77111	YB77130	20-Feb-06	Watson Lake	105-G-13
Shot	1	36		36	YB56059	YB56094	17-Mar-07	Watson Lake	105-G-07
Shutout	1	14		14	YB58953	YB58966	17-Mar-08	Watson Lake	105-G-01
Shutout	15	22		8	YB58967	YB58974	17-Mar-12	Watson Lake	105-G-01
Shutout	23	26		4	YB58975	YB58978	17-Mar-08	Watson Lake	105-G-01
Shutout	27	36		10	YB58979	YB58988	17-Mar-12	Watson Lake	105-G-01
Shutout	37	38		2	YB58989	YB58990	17-Mar-08	Watson Lake	105-G-01
Shutout	39	48		10	YB58991	YB59000	17-Mar-12	Watson Lake	105-G-01
Shutout	49	50		2	YB59001	YB59002	17-Mar-08	Watson Lake	105-G-01
Shutout	51	60		10	YB59003	YB59012	17-Mar-12	Watson Lake	105-G-01
Shutout	61	66		6	YB59013	YB59018	17-Mar-08	Watson Lake	105-G-01
Shutout	67	72		6	YB59019	YB59024	17-Mar-12	Watson Lake	105-G-01
Shutout	73	80		8	YB59025	YB59032	17-Mar-08	Watson Lake	105-G-01
Shutout	81	84		4	YB59033	YB59036	17-Mar-12	Watson Lake	105-G-01
Shutout	85	94		10	YB59037	YB59046	17-Mar-08	Watson Lake	105-G-01
Shutout	95	96		2	YB59047	YB59048	17-Mar-12	Watson Lake	105-G-01
Shutout	97	108		12	YB59049	YB59060	17-Mar-08	Watson Lake	105-G-01
Shutout	109	133		25	YB77893	YB77917	17-Mar-05	Watson Lake	105-G-01
Shutout	134		F	1	YB77918		17-Mar-05	Watson Lake	105-G-01
Shutout	135	158		24	YB77919	YB77942	17-Mar-05	Watson Lake	105-G-01
Skate	1	54		54	YB68933	YB68986	17-Mar-04	Watson Lake	105-F-16
Stick	1	30		30	YB60484	YB60513	17-Mar-04	Watson Lake	105-G-06
WC	1	20		20	YC22587	YC22606	21-Nov-03	Watson Lake	105-G-11
Winger	8			1	YB77138		20-Feb-08	Watson Lake	105-G-06
Winger	15	16		2	YB77145	YB77146	20-Feb-08	Watson Lake	105-G-06
Total				2626

- 20 -

Claim Map:

- 21 -

Our claims comprise a total of 135,000 acres or 54,600 hectares. In order to retain the claims past the expiry date, the claimholder must either pay $100 on or before the expiry date or perform work thereon.

Location and access

The properties are located in a northwesterly trending belt approximately 220 km in length by 35 km in width centered at latitude 61 degrees 31 minutes North, longitude 131 degrees 08 minutes West in southeastern Yukon Territory. The Finlayson Properties are located in the northern Pelly Mountains of the Yukon Plateau. The project area is 260 km east-northeast of Whitehorse and 180 km northwest of Watson Lake by air. The community of Ross River is located at the northwest end of the area.

Access to the Finlayson Properties is via helicopter from the Finlayson Lake airstrip. The Robert Campbell Highway, an all weather, chip sealed or gravel road, transects the Finlayson Properties project area. A number of the claim groups listed, including the Assist, Box, Breakaway, Bug, Puck, Goal Net, Ice, League, Red Line, Replay and Skate, are within 20 kilometers of the Robert Campbell Highway. The highway connects with the Alaska Highway at Watson Lake, approximately 170 kilometers to the southeast, and the Klondike Highway at Carmacks, approximately 320 kilometers to the northwest. The town of Ross River is located 120 kilometers to the northwest and, 34 kilometers further to the northwest is the town of Faro. The center of the properties holdings are about 230 air kilometers northeast of Whitehorse. An all-weather privately owned access road extends from the Robert Campbell Highway to the Kudz Ze Kayah Deposit in the center of the southern half of the project area. Private gravel airstrips are located immediately south of Wolverine Lake and near the Kudz Ze Kayah Deposit. There are several lakes in the area that are large enough to accommodate float planes up to a DHC-6 (Twin Otter). Helicopter charter services are available in Ross River and Watson Lake. Fixed wing charter are available from Watson Lake and Whitehorse.

History of previous work

The area around the properties have been explored since 1981. The Finlayson Properties have no history of previous exploration for emeralds. There is no evidence of mining on the properties and there is no plant or equipment located on the properties. There are no material engineering or geological reports concerning the emerald potential of the properties, other than governmental regional geological reports and the Report of Aurora Geoscience Ltd. dated March 21, 2003, filed with this Registration Statement, which are known or available to us. There is no power source on the properties.

Current state of exploration

Currently there is no exploration being conducted on the Finlayson Properties.

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Physiography

The properties are located in the northern Pelly Mountains of the Yukon Plateau. The area is covered by glacial - fluvial deposits at elevations below 1,700 meters and contain rocky outcropping and talus at higher elevations. Outcropping is sparse except along ridge crests, in north-facing cirques, and along actively eroding creek cuts. The League, Red Line and Puck claims are on the northern flank of the Pelly Mountains in undulating terrain at elevations ranging from 1,100 to 1,700 meters. The Goal Net claim is located in the Pelly Mountains proper with elevations ranging from 1,500 to 2,350 meters.

The League, Red Line and Puck claims drain to the north via the Big Campbell, Wolverine and several smaller, unnamed creeks. The Goal Net Property is at the height of land and drains south via the North River and northeast via Money Creek. North Lakes at an elevation of 1,500 meters and Wolverine Lake at an elevation of 1,150 meters are the only significant bodies of water in the area.

The tree line occurs at approximately 1,400 meters throughout the area and tree cover below this elevation consists of sparse black spruce, willow and alder. Tree cover is locally thick near Wolverine Lake and at lower elevations along the creeks. At higher elevations, alders and dwarf willow give way to grass on south-facing slopes. Discontinuous permafrost occurs throughout the project area is extensive on north facing slopes.

Property geology

The main rock types occurring in the area are nearly flat lying layered metamorphic rocks belonging to the Yukon-Tanana Terrane. The Yukon-Tanana Terrane can be subdivided into several thrust faults bound in succession ranging in age from Devonian to Triassic. The rocks record the transition from continental margin sedimentation through continental arc magmatism to final submarine rifting. Intrusive into Yukon-Tanana successions are rocks ranging in age from late Devonian to Tertiary and ranging in composition from ultramafic to felsic. The foregoing was observed by Michael A. Power, M.Sc., P.Geo., when he visited the properties. We have been advised by Aurora Geosciences Ltd. that emeralds may be found in some parts of the Grass Lakes succession, the lowest member of the Yukon-Tanana Terrane. Not all members of the Yukon-Tanana Terrane contains emeralds. We do not know if there are potentially significant occurrences of economic mineralization on the properties.

Our proposed exploration program

We are prospecting for emeralds. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

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In addition, we may not have enough money to complete the exploration of our properties. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease operations.

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

Our properties are undeveloped raw land. Detailed exploration and surveying has not been initiated and will not be initiated until we raise money in an offering. That is because we do not have money to start exploration. Once an offering is concluded, we intend to start exploration operations. To our knowledge, the properties have never been mined. The only event that has occurred is the staking of the properties by Expatriate Resources Ltd., a physical examination of the properties and one day of prospecting. Before emerald retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that what ever is located under the adjoining properties may or may not be located under our properties.

Our exploration program is designed to economically explore and evaluate our properties.

We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.

We intend to implement a staged exploration program which will initially consist of prospecting to identify emerald mineralization on the Finlayson Properties. Once emerald mineralization is located a more detailed exploration of the emerald-bearing areas will be the focus of ensuing exploration programs. These programs will initially consist of trenching and bulk sampling. Some core drilling may be undertaken from time to time based on the recommendations of the Company's consultants.

To date, the YK Group has paid the sum of $5,283.80 to Aurora Geosciences Ltd. in order to obtain independent recommendations for the exploration of the Finlayson Properties.

The breakdown of estimated times and dollars was made by Aurora Geosciences Ltd. in consultation with John Poloni a director.

We do not intend to interest other companies in the properties if we find mineralized materials. We intend to try to develop the reserves ourselves.

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If we are unable to complete exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything else.

We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

We do not have any plan to generate revenue. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.

Prospecting methods will essentially be visual inspection of the ground where anomalous beryllium analysis in soils have been determined from previous soil sampling work by conducted on behalf of Expatriate Resources by Archer Cathro and Associates. The visual inspection process will rely on Entourage's prospecting team's expertise in recognizing beryl and the associated rock formations within which beryl may occur, such as quartz tourmaline veins. Beryl and thus emerald does not have any easily utilizable geophysical properties that can be adapted to the search for emerald. However the geochemistry of beryllium and associated elements can be effectively utilized to outline where there is a high probability for locating beryllium minerals, among which beryl and emerald could be present. Because beryllium soil anomalies having the same intensity as those found on ground where emeralds were originally discovered in the Finlayson Lake area, it is believed that there is a high probability for finding mineralized material in the anomalous areas on Entourage's optioned ground. The prospecting work will include further geochemical sampling of selected areas. In additional, rock sampling of beryl/emerald material located during the course of prospecting will be taken and representative samples of emerald will be sent out to qualified gemologists for evaluation.

Timing, scope and expected costs of planned exploration program:

For 2003:

Exploration planned for 2003 will commence in early August continuing on for approximately 40 days toward mid- or the end of September.

The 2003 exploration program will consist of prospecting, geological mapping and sampling. The object of this phase is to explore for emerald mineralization on the Finlayson Properties. Beryl material collected during the course of the exploration program will be evaluated by a qualified gemologist. The cost of the first phase is estimated to be $250,000.

1)   Physical showings of white beryl and quartz-tourmaline veins require close scrutiny. It is recommended that both locations be soil sampled, mapped and prospected on 10 metre centres. Beryl in float should be further investigated by hand excavating short trenches perpendicular to local stratigraphy.

Particular attention should be paid to structural control of vein and fault features in proximity to the zones of interest.

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2)   The soil anomalies within the five areas outlined should be closed-off to determine ultimate dimensions with additional soil sampling. The zones within the anomalous areas that contain coincident anomalous copper, beryllium and tungsten values should be targeted with close-spaced soil sampling (10 m centers) and detailed prospecting and mapping. Areas with anomalous beryllium and either tungsten or copper values should be sampled at 25 meter spacing and carefully mapped and prospected.

3)   Claim blocks not yet sampled should be examined by stream sediment sampling on creeks draining prospective stratigraphy; mapping and prospecting across stratigraphy; and soil/talus sampling along talus slopes to develop targets for follow-up work.

An itemized cost estimate for the first phase program is tabulated below. The program will require approximately 40 field days for a crew consisting of a 4-person technical team and possibly a cook. The fieldwork could be conducted from an existing camp based at Wolverine Lake.

Item			Estimated Cost
Field expense
Communications		$	2,000.00
Room, Board, Equipment	200 man-days @ $90 per man-day		18,000.00
Expediting & Transport			12,000.00
Truck Rental & Travel			4,000
Analytical Costs	2000 samples @ $20		40,000
Helicopter Support	25 hours @ $1100 (incl. fuel)		27,000
Gemological consulting			10,000
Reporting			10,000
Wages & Salaries	5 person team for 50 days		87,500
Project management	@ 10%		22,640
GST			16,360
	Total Cost	$	250,000

For 2004:

Contingent upon the success of the 2003 exploration, a second phase program, expected to commence in 2004. The field program will be approximately 6 weeks in duration. Work will consist of trenching and excavator sampling of emerald showings located during the first phase. In addition, a planned 1000 meter diamond drill program is anticipated. The object of this work is to collect large samples of emerald mineralization for gemological evaluation and to test the continuity of emerald-bearing zones.

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A listing of the major cost components of the phase two program is tabulated below:

Item			Estimated Cost
Field expense
Communications			5,000
Camp equipment			30,000
Equipment rental			20,000
Expediting			6,000
Freight & Fuel			12,500
Food			12,000
Hotel			2,000
Permitting			3,000
Truck rental			5,350
Travel			12,000
Analytical Costs	Soils 1,000 samples		17,000
Diamond drilling	1,000 metres		120,000
Excavator rental	15 days		18,750
Helicopter Support	70 hours		73,500
Gemological consulting			20,000
Reporting			6,000
Wages & Salaries			104,000
Project management	@ 10%		46,710
GST			35,967
	Total Cost	$	503,067

Competitive factors

The emerald mining industry is fragmented. We are a start up venture and compete with other exploration companies looking for emeralds. We are one of the smaller exploration companies in existence. While we compete with other exploration companies, there is no competition for the exploration or removal of minerals from our properties. Readily available emerald markets exist in Canada and around the world for the sale of emeralds. Therefore, we will be able to sell any emeralds that we are able to recover.

Regulations

Our mineral exploration program is subject to the Yukon Quartz Mining Act. This act sets forth rules for

*
*
*
* locating claims
posting claims
working claims
reporting work performed

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We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

We have no experience in complying with these rules and regulations. One of directors, John Poloni, has had experience in dealing with similar rules and regulations in the provinces of British Columbia. As a result, we believe will be able to comply with these rules and regulations. In the event that it becomes too difficult for us to comply with the regulations, we intend to hire professional engineers or and/or geologists to assist us with compliance. As of the date of June 30, 2003, we have spent $-0- complying with these regulations.

Environmental law

We are also subject to the Quartz Mining Land Use Regulations in the Yukon. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:

1.
2.
3. Health and Safety
Archaeological Sites
Exploration Access

We are required to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the properties.

We will secure all necessary permits for exploration and, if development is warranted on the properties, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the properties. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined at this time.

Under the Quartz Mining Use Regulations, varying classes of land use permits are issued depending upon the level of exploration activity. Permit applications are submitted to the Mining Recorder's office in the regional mining district. Review of the permit application takes up to thirty days. Fees for the permit applications can be as high as $500.00. We believe our initial activities for the 2003 season will fall into Class I for which there is no application fee. Beyond this, we will make application for the appropriate permit in advance of further exploration work. We do not foresee any obstacles to obtaining the permits.

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only costs of compliance with environmental regulations in the Yukon Territory is returning the surface to its previous condition upon abandonment of the properties. We cannot speculate on those costs in light of our ongoing plans for exploration.

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Labor

Initially, we intend to use the services of subcontractors for manual labor exploration work on our properties. Our only technical assistants will be our officers and directors.

Employees and employment agreements

At present, we have no employees, other than Ernest S. Peters, our president and a director and Greg Kennedy, our secretary, chief financial officer and a director, both of whom are part-time employees and will each devote about 10% of their time to our operation. Neither Mr. Peters nor Mr. Kennedy have an employment agreement with us. Messrs. Peters and Kennedy have agreed to work without salary until we begin generating sufficient revenues to pay them. We will reimburse Messrs Peters and Kennedy for their out of pocket expenses. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to Mr. Peters or Mr. Kennedy. Mr. Kennedy will handle our administrative duties. Because Messrs. Peters and Kennedy are inexperienced with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of our properties. As of today, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.

C.       ORGANIZATIONAL STRUCTURE

Not applicable

D.       PROPERTY, PLANTS AND EQUIPMENT

We are a natural resource company engaged in the acquisition and exploration of natural resource properties. We commenced operations in 1996 and currently have an interest in the Finlayson properties consisting of 2,976 unsurveyed quartz claims described below and intend to seek and acquire additional properties worthy of exploration and development.

ITEM 5.       OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Management's Discussion and Analysis of Financial Condition and Results of Operations

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this registration statement. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

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Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the properties. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in Entourage Mining Ltd. We must raise cash to implement our project and stay in business. Even if we raise money, we do not know how long the money will last. It depends upon the amount of exploration we conduct and the cost thereof. We won't know that information until we begin exploring our properties. We will not begin exploration of our properties until we raise money.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.

We have discussed this matter with our officers and directors, however, our officers and directors are unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in the form of exploration of our properties. Our exploration program is explained in as much detail as possible in the business section of this registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.

We do not intend to interest other companies in the properties if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we don't know what we will do and we don't have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the properties will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

- 30 -

Limited Operating History; Need for Additional Capital

We have limited operations upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on June 16, 1995

In 1996, we acquired an option on 4 mineral claims located in British Columbia. The option was abandoned in the 2001 fiscal year due to a depressed mining and metals market. In March, 2003, we acquired an option on a property containing 2,987 claims being the Finlayson Properties. We will begin our exploration plan in or around August 15, 2003, subject to financing.

Since inception, we have used our common stock to raise money for property acquisitions, for corporate expenses and to repay outstanding indebtedness. Net cash provided by financing activities from inception on June 16, 1995 to December 31, 2002 was $276,501, as a result of proceeds received from shares issued for cash.

Liquidity and Capital Resources

As of the date of this registration statement, we have yet to generate any revenues from our business operations.

We issued 9,130,005 of common stock in 1996.

One May 17, 2003, we issued 6,000,000 shares of common stock to six individuals that comprised the YK Group and incurred a $60,000 obligation under the agreement.

As of December 31, 2002, our total assets were nil and our total liabilities were $161,799.

As of June 30, 2003, we executed an assignment agreement to acquire a 60% interest in the properties.

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As of June 30, 2003, our total assets were nil and our total liabilities were $194,253. The liabilities were comprised of accounts payable to third parties and related parties. This was an increase of $32,454 from December 31, 2002 and was as a result of expenses incurred in connection with this registration statement.

ITEM 6.       DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       DIRECTORS AND SENIOR MANAGEMENT

Our officers and directors are as follows:

Name	Age	Position
Ernest S. Peters	64	President, Chief Executive Officer and Director
John R. Poloni	71	Director
Robin Forshaw	55	Director
Greg Kennedy	53	Director, Secretary and Chief Financial Officer

Our directors hold office until our next annual meeting of shareholders and until their successors have been elected and qualified. Our officers are elected by our board of directors at our annual meeting after each of our annual meetings of shareholders and hold office until their death, or until they resign or have been removed from office.

Ernest S. Peters - President and Director

Since July, 1995, Ernest S. Peters has served as our president and a member of the board of directors. Since December 2002, Mr. Peters has served as a director of Nortec Ventures Corp. Nortec Ventures Corp. is a British Columbia blind pool corporation. Since June 2001, Mr. Peters served as a director of Roca Mines Ltd. Roca Mines is an exploration company formed under the laws of British Columbia. From April 1998 to October 1998, Mr. Peters has served as a director of Calypso Developments Ltd. and Mr. Peters was again elected to the board in June 2002. Calypso Developments is British Columbia corporation formed for the purpose of exploration. From June 1998 to August 1999, Mr. Peters served as a director of Silver Peak Resources Ltd. Silver Peak was a natural resources British Columbia corporation. From April 1996 to May 2000, Mr. Peters served as a director of Foundation Resources Ltd. Foundation Resources was a natural resources company that has become Fury Exploration Ltd. From February 1995 to June 2000, Mr. Peters served as a director of Solitaire Minerals Corp. Solitaire Minerals is a natural resources company involved in exploration and development. From October 1994 to April 2001, Mr. Peters served as the president and a director of Waymar Resources Ltd. Waymar is a British Columbia corporation formed for exploration. From August 1988 to June 2000, Mr. Peters served as the president and a director of Copper Creek Ventures Ltd. Copper Creek Ventures, formerly Vera Cruz Minerals Corp., a British Columbia corporation is an oil and gas production and exploration company.

- 32 -

John R. Poloni - Director

Since March 2002, Mr. Poloni has served as a director of our company. Since September 1972, Mr. Poloni has served as a director of John R. Poloni & Associates Ltd. Since June 2000, Mr. Poloni has served as a director of Javelin Capital Corp. Javelin Capital is a British Columbia blind pool corporation. From September 1998 to July 2002, Mr. Poloni served as a director of Solaia Ventures Inc. Solaia Ventures is a British Columbia natural resource mining company. From June 1987 to June 2000, Mr. Poloni served as a director of Vera Cruz Minerals Corp. which became Copper Creek Ventures Ltd. Copper Creek Ventures Ltd. is a British Columbia oil and gas production and exploration company. Mr. Poloni is a consulting geologist having been employed in the mining industry for approximately 37 years. He maintains his consulting practice through John R. Poloni and Associates Ltd., a company formed in 1972.

Robin Forshaw - Director

Since July 1995, Mr. Forshaw has served as a director for the Company. Since March 1999, Mr. Forshaw has served as a director of Dynamic Ventures, Ltd. Dynamic Ventures Ltd. is an Alberta corporation involved in exploration. From June 1993 to January 2001, Mr. Forshaw served as the president and a director of Ella Resources Inc. Ella Resources is a British Columbia corporation involved in exploration. From June 1993 to January 2001, Mr. Forshaw served as a director of Kinetic Energy Inc. which became Torque Energy Ltd. Torque Energy Ltd. is a British Columbia corporation involved in the business of oil and gas exploration. From May 1994 to April 2000, Mr. Forshaw served as a director of Golden Hemlock Explorations Ltd. Golden Hemlock was a British Columbia corporation involved in exploration. Mr. Forshaw is an exploration management consultant.

Greg Kennedy - Director, Secretary and Chief Financial Officer

Since May 2003, Greg Kennedy has been a director, and our secretary and Chief Financial Officer. Since July 2001, Mr. Kennedy has been the Vice President of Operations and since July 2002, a Director of ABA.T.V, formerly Fountain House Holdings located in Vancouver, British Columbia. ABA.T.V. is a shell corporation with no business purpose other than to merge with or acquire another corporation. ABA.T.V is listed for trading on the TSX Venture Exchange under the symbol ABA.T. Since November 2002, Mr. Kennedy has been the President and a Director of Digital Capital.com, Inc., a Delaware corporation, located in Squamish, British Columbia. Digital Capital.com, Inc., is a blank check corporation with no business purpose other than to merge with or acquire another corporation. Digital Capital.com, Inc. did not merge with any entity and is in the process of returning proceeds raised from a public offering pursuant to Rule 419 of the Securities Act of 1933. Due to a medical condition, from December 2000 to July 2001, Mr. Kennedy was not employed and furnished limited consulting services as an independent contractor. From November 1998 to December 2000, Mr. Kennedy was Marketing Director of Titan Trading Analytics Inc. located in Vancouver, British Columbia. Titan Trading is a purveyor of computer software designed for the securities and investment community. From January 1991 to November 1998, Mr. Kennedy was a stockbroker with McDermid St. Lawrence Securities, now Raymond James Canada, located in Vancouver, British Columbia.

- 33 -

B.       COMPENSATION

The following table sets forth the compensation paid by us from inception through March 31, 2003 to each of our officers and directors. This information includes the dollar value of base salaries, bonus awards and number of stock options granted.

SUMMARY COMPENSATION TABLE

	Long-Term Compensation
Annual Compensation	Awards	Payouts

Names of executive officers) and principal positions	Year Ended	Salary (CDN$)	Bonus (CDN$)	Other Annual Compen- sation (CDN$)	Securities Under Options/ SARs Granted (#)	Restricted Shares of Restricted Shares Units (CDN$)	LTIP Payouts (CDN$)	Other Annual Compensation (CDN$)
Ernest S. Peters President	2002 2001 2000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Charles Ikona Director	2002 2001 2000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Robin Forehaw Director	2002 2001 2000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Greg Kennedy Director, Secretary and Chief Financial Officer	2002 2001 2000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

We do not anticipate paying any salaries in 2003.

We have not adopted any stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Options & SARs Granted to Named Executive Officers

No options or SARs have been granted to any executive officers or directors and there are no options or SARs outstanding.

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Equity Compensation Plans

We have no equity compensation plans.

Stock Option Plans and Long-Term Incentive Plan Awards

We do not have any stock option plans or long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

We have has no standard arrangement pursuant with which our directors are compensated by us for their services in their capacity as directors other than the unissued treasury shares reserved for the grant of directors' stock options. There has been no other arrangement pursuant to which our directors are compensated by us in their capacity as directors during our financial year ended December 31, 2002.

No executive officer, director or employee compensation plans have been established nor are any such plans contemplated pursuant to which cash or non-cash compensation will be paid to our executive officers, directors or employees other than as referred to herein.

Prior to December 31, 2002, our affairs were managed by Petco Enterprises Ltd., a company 100% beneficially owned and controlled by Ernest S. Peters, the President, Chief Executive Officer and our Director for management fees of $30,000 per year plus expenses. Fixed Expenses included rent of $2,000 per month. Management fees and expenses were accrued as a corporate liability for more than three years and written off to contributed supplies on December 31, 2002.

C.       BOARD PRACTICES

The term of offices for our current board of directors will expire at the next annual meeting of shareholders.

We have no director's service contracts.

Our audit committee is comprised of Ernest S. Peter, John R. Poloni and Robin Forshaw. Members of audit committee oversee our accounting and financial reporting process and the audits of our financial statements. The audit committee also receives and addresses complaints regarding accounting, internal controls, and auditing issues. No complaints have been received by us as of the date hereof. Further, the audit committee provides protection for whistle blowers. Again, no whistle blowing issues have presented themselves to us as of the date hereof. The audit committee functions in a collective manner with respect to all issues that come before it.

D.       EMPLOYEES

We have no employees other than our officers and directors.

- 35 -

E.       SHARE OWNERSHIP

The following table sets forth the common share ownership of each of our officers and directors. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.

Name of owner	Number of Shares	Position	Percent of Class
Ernest S. Peters [1]	5,750,005 (2,000,005 Unrestricted) (3,750,000 Restricted)	President, Chief Executive Officer and Director	38.00%
John R. Poloni	0	Director	0%
Robin Forshaw	0	Director	0%
Greg Kennedy	0	Director, Secretary and Chief Financial Officer	0%
ALL OFFICERS AND DIRECTORS AS A GROUP (4 Persons)	5,750,005		38.00%

[1]       3,250,005 shares are owned by Ernest S. Peters; 1,000,000 shares are owned by Maxine Gail Peters, the wife of Ernest S. Peters; and, Cherri Peters, the daughter of Ernest S. Peters owns 1,500,000 restricted shares.

There are no outstanding options to purchase shares of our common stock.

Unrestricted shares are shares that can be sold at any time. Restricted shares are shares that are contractually held in escrow. The contractual terms of escrow provided for the cancellation of the shares on February 18, 2008 unless the shares are subject to earlier cancellation by virtue of the holders ceasing to be directors, officers or associates of directors or officers of the Company prior to that date in which case they are subject to immediate cancellation.

The shares were not issued to officers, directors and senior management as part of a compensation plan.

ITEM 7.       MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       MAJOR SHAREHOLDERS

We are controlled by the YK Group Syndicate consisting of Paul Shatzko, Maryl Shatzko, Carl Verley, Shirley Verley, William P. Weston and Margaret N. Weston, by virtue of its ownership of 6,000,000 common restricted shares. We have no agreement which could result in a change of control of our company.

The following table sets forth the common share ownership of each person known by us to be the beneficial owner of five percent or more of our common shares. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.

- 36 -

Name and address of owner	Number of Shares	Position	Percent of Class
Paul Shatzko 1268 - 216th Street Langley, BC V2Z 1R2	1,000,000	Shareholder	6.6%
Maryl Shatzko 1268 - 216th Street Langley, BC V2Z 1R2	1,000,000	Shareholder	6.6%
Carl Verley 5895 Wilthshire Street Vancouver, BC, V6M 3L72	1,000,000	Shareholder	6.6%
Shirley Verley 5895 Wilthshire Street Vancouver, BC, V6M 3L72	1,000,000	Shareholder	6.6%
William P. Weston 478 Carlsen Place Port Moody, BC V3H 3Z9	1,500,000	Shareholder	9.9%

B.       RELATED PARTY TRANSACTIONS

Other than as disclosed herein, our officer, directors and principal shareholders, or any of our associates or affiliates, have not participated in and have no other interest, direct or indirect, in any material transactions in which we have participated, or in any proposed transaction which has materially affected or will materially affect our company during the previous three fiscal years and through to February 28, 2003:

We were a party to a management agreement dated February 1, 1997, with Petco Enterprises Ltd., of Vancouver, British Columbia (Petco), whereby Petco is engaged to perform management services. Pursuant to the terms of the management agreement, Petco receives $2,500 per month plus expenses, We also pay $2,000 per month to Petco for rent and secretarial services. The arrangement with Petco ended December 31, 2002, and will not be renewed. Accrued liabilities associated with management fees and for rent and secretarial services in the amount of $200,671, were written off by Petco effective December 31, 2002, and reflected in our financial statements as contributed supplies.

We were a party to a management agreement dated July 1, 1995, with Petco, whereby Petco was engaged to perform management services at a cost of $2,500 per month plus expenses. Petco Enterprises Ltd. is a company owned and controlled by Ernest S. Peters, our president and chief executive officer.

There are no additional interests of management in transactions involving our company except for those stated in the Notes to the Financial Statements.

- 37 -

C.       INTERESTS OF EXPERTS AND COUNSEL

Not applicable

ITEM 8.       FINANCIAL INFORMATION

A.       STATEMENTS AND OTHER INFORMATION

See Item 17.

Legal Proceedings

No material legal proceedings to which we are a party are pending nor are any known to be contemplated and we know of no legal proceedings pending or threatened, or judgments entered against, any of our officers or directors in their capacities as such.

Dividends

No dividend has been paid on our common shares since inception, and none is contemplated in the foreseeable future.

B.       SIGNIFICANT CHANGES

Not applicable

ITEM 9.       THE OFFER AND LISTING

A.       OFFER AND LISTING DETAILS

No market has ever been established for our shares since incorporated.

We are required to file an annual report on Form 20-F with the Securities and Exchange Commission and Form 6-K. Form 6-K is required to be filed when the laws of British Columbia require us to disclose information. The Form 6-K must be filed promptly after information is made public by us. As a foreign private issuer, we will not be subject to the reporting obligations of Section 13, except as set forth above; the proxy rules of the Section 14 of the Securities Exchange Act of 1934; or, the insider reporting or short-swing profit rules of Section 16 of the Exchange Act.

B.       PLAN OF DISTRIBUTION

Not applicable

- 38 -

C.       MARKETS

No market exists for our common stock and there is no assurance that a regular trading market will develop, or if developed, that it will be sustainable. A shareholder in all likelihood, therefore, will be unable to resell the securities referred to herein should he or she desire to do so. Furthermore, it is unlikely that a lending institution will accept our common stock as pledged collateral for loans unless a regular trading market develops.

There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities. On January 4, 1999, the NASD amended its rules regarding listing of securities for trading on the Bulletin Board which it operates. Effective January 4, 1999, securities of corporations will not be listed for trading on the Bulletin Board unless the corporation files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, our common stock will not be listed for trading on the Bulletin Board until such time as this registration statement is declared effective by operation of law and we have satisfied all outstanding comments issued by the Securities and Exchange Commission. This registration statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 goes effective automatically after 60 days of when it was initially filed with the Securities and Exchange Commission. This registration statement was initially filed with the Securities and Exchange Commission June 6, 2003 and will go effective August 5, 2003, unless we withdraw it prior thereto.

As of April 20, 2003, we had 54 holders of record of our common shares. Currently, we have no shareholders of our common securities resident in the United States.

D.       SELLING SHAREHOLDERS

Not applicable

E.       DILUTION

Not applicable

F.       EXPENSES OF THE ISSUE

Not applicable

- 39 -

ITEM 10.       ADDITIONAL INFORMATION

A.       SHARE CAPITAL

Common stock

Our authorized capital stock consists of 100,000,000 shares of common stock, no par value per share. The holders of our common stock:

*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock, now outstanding, are fully paid for and non-assessable and all shares of common stock will be fully paid for and non-assessable. We refer you to our articles of incorporation, bylaws and the applicable statutes of the laws of British Columbia for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this registration statement, we have not paid any cash dividends to our stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-takeover provisions

There are no British Columbia anti-takeover provisions that may have the effect of delaying or preventing a change in control.

- 40 -

Stock transfer agent

Our stock transfer agent for our securities is Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 and its telephone number is (604) 661-9400.

Dividends

Holders of the common stock are entitled to share equally in dividends when, as and if declared by our board of directors, out of funds legally available therefore. No dividend has been paid on the common stock since inception, and none is contemplated in the foreseeable future.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

We have no bylaws. Under British Columbia law they are called Articles of Incorporation.

1.   Our Memorandum and Articles of Incorporation do not limit in any manner our business purpose. As such, no provision relating to the same is contained in the Memorandum or Articles of Incorporation.

2.   Directors

a.   A director shall disclose the nature and extent of his interest in a contract or transaction. A director shall not vote on any contract or transaction in which he is interested. The foregoing shall not apply to: (1) a loan to us which the director is guaranteeing repayment; (2) any contract or transaction for the benefit of a holding company or a subsidiary corporation of which the a director is a director; (3) any contract by a director to subscribe for or underwrite securities in which a director is interested if all the other directors are interested; (4) determining the remuneration of the directors: (5) purchasing and maintaining insurance to cover directors against liability incurred by them as directors; or, (6) indemnification of any director.

b.   Directors are empowered to vote compensation to themselves even in the absence of an independent quorum.

c.   Our board of directors may from time to time on our behalf borrow money. We have no prohibition against loaning money to a director.

d.   There are no provisions for retirement or non-retirement of directors under an age limit requirement.

e.   There is no number of shares which must be owned for director's qualification.

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3. Shares

a.   The board of directors, may from time-to-time declare and authorize payment of dividends. No dividend will be paid otherwise than out of funds and/or assets properly available therefore. There is no time limit after which dividend entitlement lapses.

b.   Each shareholder shall have one vote for each share of common stock owned by him. At each annual meeting the entire board of directors retire and shareholders shall elect an new board of directors. There are no staggered intervals and cumulative voting is not provided for.

c.   Shareholders do not have the right to share in our profits.

d.   Shareholders are entitled to share in any surplus upon liquidation, after the payment of all creditors and superior equity securities.

e.   We may redeem any of our shares at the price and on the terms as determined by our board of directors.

f.   There are no sinking fund provisions.

g.   Shareholders are not liable for further capital calls.

h.   There are no provisions discriminating against any existing or prospective holder of common stock as a result of a shareholder owning a substantial number of shares of common stock.

4.   No alteration shall be valid as to any outstanding shares unless the holders of the shares consent thereto or by a resolution passed by 3/4s of the outstanding shares.

5.   The annual general meeting of shareholders is called by written notice mailed by the board of directors to each shareholder of record. A quorum shall be a least two persons represented at the meeting either in person or by proxy. Extraordinary (special) general meetings are called by written notice mailed by the board of directors to each shareholder of record. The quorum remains the same for Extraordinary Meetings. There are no conditions of admission to the meetings.

6.   There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities, imposed by the laws of British Columbia, or our articles or other constituent document.

7.   There are no provisions in our articles that would have an effect of delaying, deferring or preventing a change in our control and that would operate only with respect to any merger, acquisition or corporate restructuring involving us.

- 42 -

8.   There are no provisions in our articles which require the disclosure of shareholder ownership.

9.   The law applicable to us is not significantly different from that in the host country.

10.   The conditions imposed by the articles governing changes in the capital are not more stringent than is required by law.

Escrowed Shares

There are 750,000 Common Shares held in escrow (the "Escrow Shares") by The Montreal Trust Company of Canada (the "Escrow Agent") pursuant to an escrow agreement dated August 19, 1996 (the "Escrow Agreement"), subject to the direction or determination of the Exchange or the Executive Director of the Securities Commission (British Columbia) (the "Executive Director") (collectively, the "Regulatory Authorities"). These escrowed shares were issued as Principals' shares at a price of $0.01 per share, as follows:

Name	Number of Shares Issued
Ernest S. Peters	2,250,000
Cherri Peters	1,500,000

The foregoing reflects a 5 for 1 stock split on March 28, 2002.

The escrow restrictions in the Escrow Agreements provide that the Escrow Shares may not be traded in, dealt with in any manner whatsoever, or released, nor may the Issuer, its Trustee or escrow holder make any transfer or record any trading of the Escrow Shares without the consent of the Regulatory Authorities. The Escrow Agreements also provide that a portion of the consideration for the issuance of the Escrow Shares is to encourage the holder thereof to act in the best interest of the Issuer. If the Issuer becomes successful, due in part to the efforts of the holder of the Escrow Shares, the Escrow Agreements provide that the holder of the shares will be entitled to maintain ownership of the Escrow Shares and to have the shares released from escrow in accordance with general policies of the Regulatory Authorities. These policies provide for the release of 15% of the original number of escrowed shares for every $100,000 expended by the Issuer on the exploration and development of its resource properties, except that not more than one-half of the original number of escrowed shares can be released in any 12 month period. Pursuant to the terms of the Escrow Agreement, an escrow shareholder who ceases to be a principal, dies or becomes bankrupt shall be deemed to have agreed, immediately prior to his ceasing to be principal, death or bankruptcy, as the case may be, to the transfer of his Shares to the party or parties designated by the Directors of the Issuer by resolution at a price equal to the Shareholder's original acquisition price or deemed price for the Shares. Any shares not released from escrow before the expiry of ten years from the date of the Prospectus will be canceled.

- 43 -

C.       MATERIAL CONTRACTS

There are no material contracts except as discussed in this registration statement. The following material contracts and all engineering or geological reports referred to in this registration statement may be inspected at our office 1111 West Hastings Street, Suite 708, Vancouver, British Columbia, during normal business hours.

1.   Management Agreement dated February 1, 1997, entered into between us and Petco Enterprises Ltd.

2.   Management Agreement dated July 1, 1995, entered into between us and Petco Enterprises Ltd.

3.   Escrow Agreement dated August 19, 1996, entered into between us, Ernest S. Peters, and Cherri Peters, and Montreal Trust Company of Canada.

4.   Assignment Agreement dated March 17, 2003, between us and the YK Group.

5.   Registrar and Transfer Agent Appointment Agreement dated October 24, 1996, entered into with Computershare Trust Company of Canada.

D.       EXCHANGE CONTROLS

There are no exchange controls or other limitations which affect security holders other than the shares of common stock issued to Paul Shatzko, Maryl Shatzko, Carl Verley, Shirley Verley, William Weston and Margaret Weston. which are "restricted securities" as that term is defined in Reg. 144 of the Securities Act of 1933 (the "Act" stated on the shares under the Securities Act of the Province of British Columbia) and only have a one year hold in the Province of British Columbia. The restricted shares may only be resold in compliance with Reg. 144 of the Act.

E.       TAXATION

CANADIAN INCOME TAX CONSEQUENCES

The following summary discusses only the Canadian federal income tax considerations generally applicable to a holder (a "Holder") of one or more common shares of the Company who, for the purposes of the Income Tax Act (Canada) (the "Tax Act") is a non-resident of Canada who holds common shares as capital property. The summary deals with the provisions of the Tax Act in force on 12/31/1999. It discusses all material matters; but might not discuss all the tax consequences that may be relevant to particular holders in light of their circumstances or to holders subject to special rules. Holders and prospective holders are urged to consult with their own tax advisers with respect to their particular circumstances.

- 44 -

Dividends

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares of any class of the capital stock of the Company. The Canadian Venture Exchange is a prescribed stock exchange under the Tax Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless (a) more than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties, (b) the common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or (c) the Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

- 45 -

UNITED STATES FEDERAL INCOME TAXATION CONSIDERATIONS

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of the Company's common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss will be a capital gain or capital loss if the Company's common shares are a capital asset in U.S. Taxpayer's hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company's common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company's common shares.

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Company believes that it was not a passive foreign investment company for the taxable year ended December 31, 2002 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

The tax consequences to any particular holder of common stock will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances. This summary is applicable only to holders who are resident in the United States, have never been resident in Canada, deal at arm's length with us, hold their common stock as capital property and who will not use or hold the common stock in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.

- 46 -

This summary is based upon the "provisions" of the Income Tax Act of Canada and the regulations issued thereunder (collectively, the Tax Act or ITA) and the Canada-United States Tax Convention (the Tax Convention) as at the date of the registration statement and the current administrative practices of Canada Customs and Revenue Agency. This summary does not take into account provincial income tax consequences.

We urge each holder to consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

F.       DIVIDENDS AND PAYING AGENTS

Not applicable

G.       STATEMENT BY EXPERTS

The financial statements for the years ending December 31, 2000, 2001 and 2002, included in this registration statement have been audited by Morgan & Company, Chartered Accountants, 700 West Georgia Street, Suite 1488, Vancouver, British Columbia V7Y 1A1, as set forth in their report included herein. The forgoing is included herein with Morgan & Company's consent. We have placed reliance on Morgan & Company as experts in accounting and auditing matters.

H.       DOCUMENTS ON DISPLAY

All material documents referred to herein have been filed as exhibits to this Form 20-F or at our office at 675 West Hastings Street, Suite 306, Vancouver, British Columbia, Canada V6B 1N2 and its telephone number is (604) 684-7227.

I.       SUBSIDIARY INFORMATION

Not applicable

ITEM 11.       QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are:

(i) interest rates on debt; and,

(ii) foreign exchange rates

The following risk management discussion and the estimated amounts generated from analytical techniques are forward looking statements of market risk assuming certain market conditions occur. Our actual results in the future may differ materially from these projected results due to actual developments in the global financial markets.

- 47 -

Interest rates

We currently do not have a material debt which a fluctuation in interest rates could affect.

Foreign exchange rates

We have not generated any revenues to date. In the future, we intend to hedge transactions because of our exposure to foreign exchange fluctuations.

Operating in international markets involves exposure to movements in currency exchange rates that typically affect economic growth, inflation, interest rates, governmental actions and other factors.

Our revenue streams and operating expenses are denominated in two primary currencies: the U.S. dollar and the Canadian dollar. Approximately 95% of all capital contributions and expenses were generated in Cdn. dollars. From this perspective, the currency movement that would have the greatest impact upon our operations is the U.S. dollar/Canadian dollar exchange rate. Strengthening the U.S. dollar will have the effect of increasing our earnings.

Inflation

Inflation had no material impact on our operations during the six months ended June 30, 2003 and the years ended December 31, 2000, 2001 and 2002.

ITEM 12.       DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable

PART II

ITEM 13.       DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14.       MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15.       [RESERVED]

ITEM 16.       [RESERVED]

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PART III

ITEM 17.       FINANCIAL STATEMENTS

See Item 19.

ITEM 18.       FINANCIAL STATEMENTS

Not applicable. Financial statements are provided under Item 17.

ITEM 19.       EXHIBITS

A.       Financial Statements of Registrant.

The following financial statements, together with the reports of our independent accountants, are filed as part of this registration statement.

BALANCE SHEET STATEMENTS OF OPERATIONS STATEMENT OF CHANGES IN CASH FLOW	F-1 F-2 F-3
NOTES TO FINANCIAL STATEMENTS	F-4 F-6

AUDITORS REPORT	F-7
BALANCE SHEET STATEMENTS OF OPERATIONS STATEMENT OF CHANGES IN CASH FLOW STATEMENT OF STOCKHOLDERS' EQUITY	F-8 F-9 F-10 F-11
NOTES TO FINANCIAL STATEMENTS	F-12

- 49 -

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

BALANCE SHEET
(Unaudited)
(Stated in Canadian Dollars)

	JUNE 30		DECEMBER 31
	2003		2002
ASSETS
Mineral Property Option (Note 3)	$	-	$	-
LIABILITIES
Current
Accounts payable	$	85,086	$	52,632
Accounts payable to related parties		109,167		109,167
		194,253		161,799
SHAREHOLDERS' DEFICIENCY
Capital Stock (Note 4)
Authorized:
100,000,000 common voting shares without par value
Issued:
15,130,005 common voting shares at June 30, 2003 and 9,130,005 common voting shares at December 31, 2002 (of which 3,750,000 are held in escrow at June 30, 2002 and December 31, 2002)		336,501		276,501
Contributed Capital		200,671		200,671
Deficit Accumulated During The Exploration Stage		(731,425)		(638,971)
		(194,253)		(161,799)
	$	-	$	-

F-1

- 50 -

ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in Canadian Dollars)

									INCEPTION
									JUNE 16
	THREE MONTHS ENDED				SIX MONTHS ENDED				1995 TO
	JUNE 30				JUNE 30				JUNE 30
	2003		2002		2003		2002		2003
Revenue	$	-	$	-	$	-	$	-	$	-
Expenses
Accounting and legal		-		-		-		-		22,500
Option payments and exploration costs		60,000		-		60,000		-		202,883
Interest expense		-		-		-		-		5,808
Management fees		-		7,500		-		15,000		225,000
Office and sundry		1,096		-		2,861		-		4,224
Professional fees		6,611		-		29,593		-		91,010
Rent		-		6,000		-		12,000		180,000
Loss For The Period		67,707		13,500		92,454		27,000	$	731,425
Deficit, Beginning Of Period		663,718		593,043		638,971		579,543
Deficit, End Of Period	$	731,425	$	606,543	$	731,425	$	606,543
Basic And Diluted Loss Per Share	$	0.01	$	0.01	$	0.01	$	0.01
Weighted Average Number Of Shares Outstanding		8,347,038		5,380,005		6,871,718		5,380,005

F-2

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)

STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in Canadian Dollars)

									INCEPTION
									JUNE 16
	THREE MONTHS ENDED				SIX MONTHS ENDED				1995 TO
	JUNE 30				JUNE 30				JUNE 30
	2003		2002		2003		2002		2003
Cash Flows From Operating Activities
Net loss for the period	$	(67,707)	$	(13,500)	$	(92,454)	$	(27,000)	$	(731,425)
Adjustment To Reconcile Net Loss To Net Cash Used By Operating Activities
Mineral property option payment paid with stock		60,000		-		60,000		-		60,000
Increase in accounts payable		7,707		-		32,454		-		85,086
Increase in accounts payable to related parties		-		13,500		-		27,000		309,838
		-		-		-		-		(276,501)
Cash Flows From Financing Activity
Issue of capital stock		-		-		-		-		276,501
Net Change In Cash		-		-		-		-		-
Cash, Beginning Of Period		-		8		-		8		-
Cash, End Of Period	$	-	$	8	$	-	$	8	$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

During the period ended June 30, 2003, the Company issued 6,000,000 common shares at a fair value of $60,000 in connection with the mineral property option agreement referred to in Note 3.

F-3

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003
(Unaudited)
(Stated in Canadian Dollars)

1.     BASIS OF PRESENTATION

The unaudited financial statements as of June 30, 2003 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the December 31, 2002 audited financial statements and notes thereto.

2.     SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a)     Option Payments and Exploration Costs

The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed.

F-4

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003
(Unaudited)
(Stated in Canadian Dollars)

2.     SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)     Stock Based Compensation

The Company will account for stock based employee and director compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25 - "Accounting for Stock Issued to Employees", and related interpretations, and complies with the disclosure provisions of SFAS No. 123 - "Accounting for Stock Based Compensation". Under APB No. 25, compensation expense is based on the difference, if any, on the date the number of shares receivable is determined, between the estimated fair value of the Company's stock and the exercise price of options to purchase that stock. Stock based compensation arrangements for others are recorded at their fair value as the services are provided and the compensation earned.

c)     Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed in accordance with SFAS No. 128 - "Earnings Per Share" by dividing income and losses by the weighted average number of common shares outstanding for the year. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In computing diluted earnings (loss) per share, no shares were added to the weighted average number of common shares outstanding during the years ended December 31, 2002, 2001 and 2000 for the dilutive effect of employee stock options and warrants as no options, warrants or other convertible securities were outstanding. No adjustments were required to reported earnings (loss) from operations in computing diluted per share amounts.

d)     Exploration Stage Company

The Company is an exploration stage company as defined in the Statements of Financial Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities.

F-5

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2003
(Unaudited)
(Stated in Canadian Dollars)

3.     MINERAL PROPERTY OPTION

By an assignment agreement dated March 17, 2003, as amended May 17, 2003, the Company holds an option to acquire a 60% interest, subject to a 3% gross overriding royalty, in two groups of mineral claims located in the Yukon Territory. As consideration for the assignment, the Company has agreed to pay, to the assignor, the sum of $60,000 once the Company has been financed, and to issue 6,000,000 common shares (issued). Under the terms of the option agreement, the Company must incur a total of $500,000 in exploration expenditures, and make additional cash payments totalling $80,000 through November 1, 2007.

4.     RELATED PARTY TRANSACTIONS

a)   During the period ended June 30, 2003, the Company incurred $Nil (2002 - $15,000) for management fees, and $Nil (2002 - $12,000) for rent with a related company.

b)   Included in accounts payable at June 30, 2003 is $109,167 (2002 - $286,007) owing to a director and a company controlled by the same director.

F-6

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AUDITORS' REPORT

To the Stockholders of
Entourage Mining Ltd.
(An exploration stage company)

We have audited the balance sheets of Entourage Mining Ltd. (an exploration stage company) as at December 31, 2002 and 2001, and the statements of operations, cash flows, and stockholders' equity for the years ended December 31, 2002, 2001 and 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States and Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2002 and 2001, and the results of its operations and cash flows for the years ended December 31, 2002, 2001 and 2000 in accordance with United States generally accepted accounting principles applied on a consistent basis.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered net losses and negative cash flows from operations since its inception that raise substantial doubt about its ability to continue as a going concern. Management plans as to this matter are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada             /s/ Morgan & Company

February 6, 2003                 Chartered Accountants

F-7

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in Canadian Dollars)

	DECEMBER 31
		2002		2001
ASSETS
Current
Cash	$	-	$	8
Goods and Services Tax recoverable		-		3,978
	$	-	$	3,986
LIABILITIES
Current
Accounts payable and accrued liabilities	$	52,632	$	48,021
Account payable to related parties		109,167		259,007
		161,799		307,028
SHAREHOLDERS' Deficiency
Capital Stock (Note 4)
Authorized:
100,000,000 common voting shares without par value
Issued:
9,130,005 common voting shares (of which 3,750,000 are held in escrow)		276,501		276,501
Contributed Capital		200,671		-
Deficit Accumulated During The Exploration Stage		(638,971)		(579,543)
		(161,799)		(303,042)
	$	-	$	3,986

See accompanying notes to the financial statements

F-8

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Stated in Canadian Dollars)

							INCEPTION
							JUNE 16
							1995 TO
	YEARS ENDED DECEMBER 31						DECEMBER 31
	2002		2001		2000		2002
Revenue	$	-	$	-	$	-	$	-
Expenses
Accounting and legal		4,855		3,645		9,000		22,500
Exploration costs		-		-		-		142,883
Interest expense		541		1,062		1,355		5,808
Management fees		30,000		30,000		30,000		225,000
Office and sundry		32		42		700		1,363
Professional fees		-		-		1,800		61,417
Rent		24,000		24,000		24,000		180,000
Loss For The Year	$	(59,428)	$	(58,749)	$	(66,855)	$	(638,971)
Comprehensive Income (Loss) For The Year	$	(59,428)	$	(58,749)	$	(66,855)
Earnings (Loss) Per Share, basic and diluted	$	(0.01)	$	(0.03)	$	(0.01)
Weighted Average Number Of Shares Outstanding,		5,380,005		5,380,005		5,380,005

See accompanying notes to the financial statements

F-9

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in Canadian Dollars)

							INCEPTION
							JUNE 16
							1995 TO
	YEARS ENDED DECEMBER 31						DECEMBER 31
	2002		2001		2000		2002
Cash Flows From Operating Activities
Loss for the year	$	(59,428)	$	(58,749)	$	(66,855)	$	(638,971)
Adjustments To Reconcile Loss To Net Cash Used By Operating Activities
Change in Goods and Services Tax refundable		3,978		(217)		(1,806)		-
Change In prepaid expenses		-		-		700		-
Change in accounts payable and accrued liabilities		4,611		58,865		67,896		52,632
Change in accounts payable to related parties		50,831		-		-		309,838
Total Adjustments		59,420		58,648		66,790		362,470
		(8)		(101)		(65)		(276,501)
Cash Flows From Financing Activity
Issue of capital stock		-		-		-		276,501
Increase (Decrease) In Cash		(8)		(101)		(65)		-
Cash, Beginning Of Year		8		109		174		-
Cash, End Of Year	$	-	$	8	$	109	$	-

See accompanying notes to the financial statements

F-10

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
DECEMBER 31, 2002
(Stated in Canadian Dollars)

						DEFICIT
						ACCUMULATED
	NUMBER					DURING THE
	OF			CONTRIBUTED		EXPLORATION
	SHARES		AMOUNT	CAPITAL		STAGE			TOTAL
Share issued for cash	5	$	1	$	-	$	-	$	1
Loss for the period	-		-				(38,624)		(38,624)
Balance, December 31, 1995	5		1		-		(38,624)		(38,623)
Shares issued for cash	9,130,000		276,500		-		-		276,500
Loss for the year	-		-		-		(210,592)		(210,592)
Balance, December 31,1996	9,130,005		276,501		-		(249,216)		27,285
Loss for the year	-		-		-		(74,529)		(74,529)
Balance, December 31, 1997	9,130,005		276,501		-		(323,745)		(47,244)
Loss for the year	-		-		-		(60,148)		(60,148)
Balance, December 31, 1998	9,130,005		276,501		-		(383,893)		(107,392)
Loss for the year	-		-		-		(70,046)		(70,046)
Balance, December 31, 1999	9,130,005		276,501		-		(453,939)		(177,438)
Loss for the year	-		-		-		(66,855)		(66,855)
Balance, December 31, 2000	9,130,005		276,501		-		(520,794)		(244,293)
Loss for the year	-		-		-		(58,749)		(58,749)
Balance, December 31, 2001	9,130,005		276,501		-		(579,543)		(303,042)
Forgiveness of amounts due to related party	-		-		200,671		-		200,671
Loss for the year	-		-		-		(59,428)		(59,428)
Balance, December 31, 2002	9,130,005	$	276,501	$	200,671	$	(638,971)	$	(161,799)

See accompanying notes to the financial statements

F-11

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(Stated in Canadian Dollars)

1.       NATURE AND CONTINUANCE OF OPERATIONS

The Company is incorporated in the Province of British Columbia, Canada, and its principal business activity is the acquisition, exploration and development of mineral properties.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which assume that the Company will realize its assets and discharge its liabilities in the normal course of business. Realization values may be substantially difference from the carrying values shown in the financial statements should the Company be unable to continue as a going concern.

The Company has experienced significant operating losses and, at December 31, 2002, has a working capital deficiency of $161,799, and has an accumulated deficit of $638,971. The recurring losses and lack of working capital raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to meet its obligations and maintain operations is contingent upon successful completion of additional financing arrangements and the continuing support of its creditors. Management is working to obtain sufficient working capital from external sources in order to continue operations, as well as identifying new business opportunities. There is, however, no assurance that the aforementioned events, including the receipt of additional funding, will occur or be successful.

2.       SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

a)       Option Payments and Exploration Costs

The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed.

F-12

- 61 -

ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(Stated in Canadian Dollars)

2.       SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)       Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses for the periods reported. Actual results could differ from these estimates.

c)       Financial Instruments

The Company's financial instruments consist of cash, Goods and Services Tax recoverable, accounts payable and accrued liabilities.

Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values, unless otherwise noted.

d)       Income Taxes

The Company has adopted Statement of Financial Accounting Standards ("SFAS") No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard requires the use of the asset and liability approach for accounting and reporting on income taxes. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that it is not more likely than not that a deferred tax asset will be realized, a valuation allowance is provided.

F-13

- 62 -

ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(Stated in Canadian Dollars)

2.       SIGNIFICANT ACCOUNTING POLICIES (Continued)

e)       Stock Based Compensation

The Company accounts for stock based employee and director compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25 - "Accounting for Stock Issued to Employees", and related interpretations, and complies with the disclosure provisions of SFAS No. 123 - "Accounting for Stock Based Compensation". Under APB No. 25, compensation expense is based on the difference, if any, on the date the number of shares receivable is determined, between the estimated fair value of the Company's stock and the exercise price of options to purchase that stock. Stock based compensation arrangements for others are recorded at their fair value as the services are provided and the compensation earned.

f)       Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed in accordance with SFAS No. 128 - "Earnings Per Share" by dividing income and losses by the weighted average number of common shares outstanding for the year. Diluted per share amounts reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common shares. In computing diluted earnings (loss) per share, no shares were added to the weighted average number of common shares outstanding during the years ended December 31, 2002, 2001 and 2000 for the dilutive effect of employee stock options and warrants as no options, warrants or other convertible securities were outstanding. No adjustments were required to reported earnings (loss) from operations in computing diluted per share amounts.

g)       Exploration Stage Company

The Company is an exploration stage company as defined in the Statements of Financial Standards No. 7. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company's exploration stage activities.

3.       MINERAL PROPERTY

Lion Mineral Claims

By an agreement dated August 15, 1996, the Company was granted an option to acquire a 65% interest in four mineral claims located in the Toodoggone area of British Columbia.

F-14

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(Stated in Canadian Dollars)

3.       MINERAL PROPERTY (Continued)

Lion Mineral Claims (Continued)

In order to earn its interest, the Company must incur exploration expenditures and issue shares from its treasury as follows:

- a total of $200,000 in exploration expenditures, $100,000 of which must be incurred by December 31, 2000, with an additional $100,000 to be incurred by December 31, 2001;

- a total of 200,000 shares in 50,000 share intervals as work progresses on the property, the results of which give rise to recommendations for further exploration expenditures.

During the year ended December 31, 2001, the Company abandoned its interest in the Lion Mineral Claims.

4.       SHARE CAPITAL

a) During the year ended December 31, 2002, the Company increased its authorized and issued common shares on the basis of five common shares for every common share held. Concurrently, the Company increased its authorized common shares to 100,000,000 common shares with no par value. All per share amounts and number of shares issued have been adjusted in these financial statements to reflect the share split.

b) Of the Company's issued and outstanding shares, 3,750,000 are held in escrow, their release being subject to the approval of the regulatory authorities. As the escrow shares are considered to be contingently issuable shares, they have been excluded from the weighted average common shares outstanding for both basic and diluted earnings and loss per share calculations.

5.       RELATED PARTY TRANSACTIONS

a) During the year ended December 31, 2002, the Company incurred $30,000 (2001 - $30,000; 2000 - $30,000) for management fees, and $24,000 (2001 - $24,000; 2000 - $24,000) for rent with a company controlled by a director.

b) Included in accounts payable at December 31, 2002 is $109,167 (2001 - $259,007; 2000 - $205,007) owing to a director and to a company controlled by the same director. During the year ended December 31, 2002, the related company controlled by a director forgave $200,671 of accounts payable owed to it by the Company.

F-15

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ENTOURAGE MINING LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
(Stated in Canadian Dollars)

6.       INCOME TAXES

A reconciliation of income taxes at statutory rates to the Company's effective income tax expense is as follows:

	2002		2001		2000
Loss for the year	$	(59,428)	$	(158,970)	$	(66,855)
Statutory tax rate		39.6%		44.6%		45.6%
Expected income tax provision	$	(23,533)	$	(70,901)	$	(30,486)
Non-deductible differences	$	79,465	$	44,699	$	-
Unrecognized tax losses	$	(55,932)	$	26,202	$	30,486
Income tax provision	$	-	$	-	$	-

Details of future income tax assets are as follows:

	2002		2001		2000
Mineral properties	$	36,782	$	41,428	$	42,355
Loss available for future periods		116,985		194,750		172,327
Valuation allowance		(153,767)		(236,178)		(214,682)
Net future income tax asset	$	-	$	-	$	-

The Company has non-capital losses for income tax purposes of $295,417 which may be available to reduce taxable income in future years. The potential benefit of these losses has been recognized as a future income tax benefit but has been reduced by a valuation allowance, as currently these amounts are less than likely to be realized. These losses expire as follows:

2005	$	55,348
2006		114,465
2007		66,855
2008		58,749
	$	295,417

The Company also has Canadian resource deductions totalling $92,883 with no specified expiry date.

F-16

- 65 -

B.	Exhibits.
1.2*	Amendments to Articles of Incorporation
2.1*	Share Certificate - Common Stock
4.1*	Assignment Agreement
4.2*	Assignment Agreement - Finlayson
4.3*	Escrow Agreement
11.1*	Consent of Amerlin Exploration Services Ltd.
11.2*	Consent of Aurora Geosciences Ltd.
11.3*	Consent of Morgan and Company

All other schedules and exhibits are omitted, as the required information is not applicable or is not present in amount sufficient to require submission of the schedule or because the information required is included in the financial statements and notes hereto.

1.2*	Certificate of Change of Name
1.3*	Special Resolution dated March 28, 2002, effecting the stock split

* previously filed

- 66 -

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on the Form 20-F and has duly caused to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated this 1^st day of October, 2003.

ENTOURAGE MINING LTD. (Registrant)
BY:	/s/ Ernest S. Peters Ernest S. Peters, President, Chief Executive Officer
BY:	/s/ Greg Kennedy Greg Kennedy, Secretary and Chief Financial Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ernest S. Peters, as true and lawful attorney-in-fact and agent, with full power of substitution, for his and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 20-F Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Ernest S. Peters Ernest S. Peters	President, Chief Executive Officer and a member of the Board of Directors	October 1, 2003
/s/ John R. Poloni John R. Poloni	Member of the Board of Directors	October 1, 2003
_________________________ Robin Forshaw	Member of the Board of Directors	October __, 2003
/s/ Greg Kennedy Greg Kennedy	Secretary and Chief Financial Officer and a member of the Board of Directors	October 1, 2003

- 67 -