Radius Gold Inc. – ‘20-F’ for 6/30/03

On:  Tuesday, 7/15/03, at 5:26pm ET   ·   For:  6/30/03   ·   Accession #:  1113260-3-31   ·   File #:  0-30720

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report of a Foreign Private Issuer   —   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Form 20F - Fiscal Year Ended December 31, 2002       115±   469K 

Document Table of Contents

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

FORM 20-F                   
__ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)                      
OF THE SECURITIES                                                               
EXCHANGE ACT OF 1934                                                    
OR                    
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                          
SECURITIES                                                                      
EXCHANGE                                                                        
ACT OF 1934 For the fiscal year ended                                   
December 31, 2002                                                               

OR                    

_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                      
SECURITIES                                                                      
EXCHANGE ACT OF 1934                                                    
For the transition period from __________ to                            
_______________                                                                 

Commission file number 0-30720                    

Radius Explorations Ltd.                
(Exact name of Registrant as specified in                             
its charter)                                                                    

British Columbia, Canada                
(Jurisdiction of incorporation or organization)                           

355 Burrard Street, Suite 830, Vancouver, B.C.                              
Canada V6C 2G8 (Address of principal                    
executive offices)                                      

Securities registered or to be registered pursuant to                           
Section 12(b) of the Act.                                                       
Title of each class                    Name                   
of each                                                                         
exchange on which registered                                                    

N/A                                   N/A               
Securities registered or to be registered pursuant to                           
Section 12(g) of the Act.                                                       
Common Stock, No Par Value                                                      
(Title of Class)                                                                

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

________________________                                                        
(Title of Class)                                                                

Indicate the number of outstanding shares of each of the                        
issuer's classes of capital or common stock as of the close                     
of the period covered by the annual report: 22,705,896                          

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.     X Yes                        
__                                                                              
No                                                                              
Indicate by check mark which financial statement item the                       
registrant has elected to follow.    X Item 17                                  
__ Item 18                                                                      

Part I                                                                          

ITEM 1.  IDENTITY OF OFFICERS                                                   
AND                       
DIRE                      
CTOR                      
S                         
Tabl                      
e                         
No.                       
1                         
Company Directors and Officers                            
Name              Position                 Business                             
Address                                                                         
Simon T. Ridgway  Director and President   Vancouver,                           
BC, Canada                                                                      
Robert S. Wasylyshyn                       Director                             
Vancouver,                                                                      
BC, Canada                                                                      
Mario Szotlender  Director                 Caracas,                             
Venezuela                                                                       
Harmen J. Keyser  Director                 Gibsons,                             
BC, Canada                                                                      
David P. Farrell  Director                 London,                              
England                                                                         
Craig S. Bow      Director                 Golden,                              
Colorado, USA                                                                   
Nicholas Glass    Director                 Vancouver,                           
BC, Canada                                                                      
Tim R. Osler      Secretary                Vancouver,                           
BC, Canada                                                                      

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE                                

Not Applicable                                                                  

ITEM 3.  KEY INFORMATION                                                        

Selected Financial Data                                                         

The selected financial data of the Company for Fiscal 2002,                     
2001 and 2000 was derived from the financial statements of                      
the Company, which were audited by Davidson and Company,                        
independent Chartered Accountants.                                              

The information in Table No. 2 was extracted from the more                      
detailed financial statements and related notes included                        
herein and should be read in conjunction with such financial                    
statements and with the information appearing under the                         
heading Item 5, "Operating and Financial Review and                             
Prospects".                                                                     

Reference is made to Note 15 of the financial statements of                     
the Company included herein for a discussion of the                             
differences, in the case of the                                                 
Company, between Canadian GAAP and US GAAP, and their effect                    
on the Company's financial statements.                                          
To date, the Company has not generated sufficient cash flow                     
from operations to fund ongoing operational requirements and                    
cash commitments.  The Company has financed its operations                      
principally through the sale of its equity securities.                          
While the Company believes it has sufficient capital and                        
liquidity to finance current operations, nevertheless, its                      
ability to continue operations is dependent on the ability                      
of the Company to obtain additional financing.  Refer to                        
Item 5, "Operating and Financial Review and Prospects".                         
Table  No.  2  is  derived from the financial statements  of                    
the Company,  which  have been prepared in accordance  with                     
Canadian Generally Accepted Accounting Principles (GAAP),                       
the application of  which,  in the case of the Company,                         
conforms in all  material respects  for  the  periods                           
presented with  US  GAAP,  except  as                                           
disclosed in footnotes to the financial statements.                             
    Table No. 2 Selected Financial
Data                                              
(CDN$ in 000, except per share data)                    

         Year     Year     Year Year
Year                                                                            
         Ended    Ended    Ended Ended
Ended                                                                           
        12/31/0  12/31/0  12/31/0 12/31/
12/31/9                                                                         
          2        1        0 99
8                                                                               

Revenue                           0        0        0                           
0                                                                               
0                                                                               
Net Income(Loss)Cdn.          (614)  (1,106)  (1,216)                           
(420)                                                                           
(58)                                                                            
GAAP(1)                                                                         
Earnings(Loss) Per Share     (0.04)   (0.07)   (0.15)                           
(0.14)                                                                          
(0.04)                                                                          
Cdn GAAP                                                                        

Net Income(Loss)US GAAP     (2,384)  (4,419)  (3,205)                           
(611)                                                                           
(174)                                                                           
Earnings  (Loss)Per  Share   (0.14)   (0.31)   (0.42) (0.26)                    
(0.20)                                                                          
US GAAP(2)                                                                      

Dividends Per Share Cdn           0        0        0                           
0                                                                               
0                                                                               
GAAP                                                                            
Dividends Per Share US            0        0        0                           
0                                                                               
0                                                                               
GAAP                                                                            
Wtd.Avg.No.Shares US GAAP    17,306   14,110    7,688 2,341                     
866                                                                             
Wtd.Avg.No.Shares Cdn GAAP   18,056   14,860    8,064 2,904                     
1,402                                                                           

Working Capital               1,952    2,744      477 435                       
112                                                                             
Mineral Properties  Cdn       1,210    1,093      545 298                       
223                                                                             
GAAP                                                                            
Mineral Properties US GAAP        0        0        0 0                         
0                                                                               
Long Term Debt Cdn GAAP           0        0        0 0                         
0                                                                               

Shareholder's Equity (Cdn   (8,707)  (7,897)  (2,450) 808                       
337                                                                             
GAAP)                                                                           
Shareholders' Equity US     (1,993)  (2,810)    (497) 510                       
115                                                                             
GAAP                                                                            
Total Assets (Cdn GAAP)       8,826    8,105    2,706 921                       
350                                                                             
Total Assets (US GAAP)        2,112    3,018      703 623                       
127                                                                             

In  this Registration Statement, unless otherwise specified,                    
all dollar amounts are expressed in Canadian Dollars.                           
References  in                                                                  
this document to "$" and "CDN$" refer to Canadian dollars,                      
unless otherwise specified; references to "US$" refer to US                     
dollars.                                                                        
The  Government  of Canada permits a floating exchange  rate                    
to determine the value of the Canadian Dollar against the US                    
Dollar (US$).                                                                   
The rate of exchange for the Canadian Dollar at May 31, 2003                    
was $1.37.  For these purposes, 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 rate stated means the                    
number of Canadian Dollars required under that formula to                       
buy one US Dollar.                                                              
Forward-looking Statements                                                      
The forward-looking information in this document is based                       
upon the conclusions of management.  The Company cautions                       
investors that due to risks and uncertainties, actual events                    
may differ materially from current expectations.  With                          
respect to the Company's properties, differences may result                     
from additional drilling, sampling, and mineral valuations                      
and from engineering and construction timetables, financial                     
arrangements, developments in world mineral markets, local,                     
regional or national political developments in Canada, the                      
timing of regulatory and environmental approvals and other                      
factors.                                                                        
Statement of Capitalization and Indebtedness Table No. 3                        
Statement of Capitalization and Indebtedness                
Designation of       Amount          Amount                                     
Outstanding                                                                     
Security             Authorized      as of                                      
December 31, 2002                                                               

Common Shares        100,000,000     22,705,896                                 
Preferred Shares     none            none                                       
Common Share Options n/a             1,530,000                                  
Share Purchase Warrants              n/a                                        
9,600,396                                                                       

Risk Factors                                                                    

General (Risk Factors Attendant to Resource                                     
Exploration): Resource exploration is a speculative                             
business, characterized by a number of significant risks                        
including, among other things, unprofitable efforts                             
resulting not only from the failure to discover mineral                         
deposits but from finding mineral deposits which, though                        
present, are insufficient in quantity and quality to return                     
a profit from production.  The marketability of minerals                        
acquired or discovered by the Company may be affected by                        
numerous factors which are beyond the control of the Company                    
and which cannot be accurately predicted, such as market                        
fluctuations, the proximity and capacity of milling                             
facilities, mineral markets and processing equipment, and                       
such other factors as government regulations, including                         
regulations relating to royalties, allowable production,                        
importing and exporting of minerals, and environment                            
protection, the combination of which factors may result in                      
the Company not receiving an adequate return on investment                      
capital.                                                                        

Difficulty  for  U.S.  Investors to  Effect  Service of                         
Process Against the Company:                                                    
The Company is incorporated under the laws of the Province                      
of British Columbia, Canada.  Several of the Company's                          
directors and officers are residents of Canada and                              
substantially of the                                                            
Company's assets and its subsidiaries are located outside of                    
the United States.  Consequently, it may be difficult for                       
United States investors to effect service of process in the                     
United States upon those directors or officers who are not                      
residents of the United States, or to realize in the United                     
States upon judgments of United States courts predicated                        
upon civil liabilities under the United States Securities                       
Exchange Act of 1934, as amended.  A judgment of a U.S.                         
court predicated solely upon such civil liabilities would                       
probably be enforceable in Canada by a Canadian court if the                    
U.S. court in which the judgment was obtained had                               
jurisdiction, as determined by the Canadian court, in the                       
matter. There is substantial doubt whether an original                          
action could be brought successfully in Canada against any                      
of such persons or the Company predicated solely upon such                      
civil liabilities.                                                              

Exploration Efforts May Be Unsuccessful:                                        
There is no certainty that the expenditures to be made by                       
the Company in the exploration of its properties as                             
described herein will result in discoveries of mineralized                      
material in commercial quantities.  Most exploration                            
projects do not result in the discovery of commercially                         
minable ore deposits and no assurance can be given that any                     
particular level of recovery of ore reserves will in fact be                    
realized or that any identified mineral deposit will ever                       
qualify as a commercially minable (or viable) ore body which                    
can be legally and economically exploited. Estimates of                         
reserves, mineral deposits and production costs can also be                     
affected by such factors as environmental permitting                            
regulations and requirements, weather, environmental                            
factors, unforeseen technical difficulties, unusual or                          
unexpected geological formations and work interruptions.  In                    
addition, the grade of ore ultimately mined may differ from                     
that indicated by drilling results.  Short term factors                         
relating to ore reserves, such as the need for orderly                          
development of ore bodies or the processing of new or                           
different grades, may also have an adverse effect on mining                     
operations and on the results of operations. There can be no                    
assurance that minerals recovered in small scale tests will                     
be duplicated in large scale tests under on-site conditions                     
or in production scale. Material changes in ore reserves,                       
grades, stripping ratios or recovery rates may affect the                       
economic viability of any project.                                              

Lack of Cash Flow:                                                              
None of the Company's properties have advanced to the                           
commercial production stage and the Company has no history                      
of earnings or cash flow from operations.                                       
The Company has paid no dividends on its shares since                           
incorporation and does not anticipate doing so in the                           
foreseeable future.  Historically, the only source of funds                     
available to the company is through the sale of its common                      
shares. Any future additional equity financing would cause                      
dilution to current stockholders.                                               

No Proven Reserves:                                                             
The properties in which the Company has an interest or the                      
concessions in which the Company has the right to earn an                       
interest are in the exploratory stage only and are without a                    
known body of ore.                                                              

No Guarantee of Clear Title to Mineral Properties: While the                    
Company has investigated title to all of its mineral                            
properties and, to the best of its knowledge, title to all                      
of its properties and properties in which it has the right                      
to acquire or earn an interest are in good standing, this                       
should not be construed as a guarantee of title.  The                           
properties may be subject to prior unregistered agreements                      
or transfers and title may be affected by undetected                            
defects.                                                                        

Uncertainty of Obtaining Additional Funding Requirements:                       
Although the Company presently has sufficient financial                         
resources to undertake all of its currently planned                             
exploration programs through the fiscal year 2002, the                          
Company will likely require additional funds to complete its                    
intended exploration                                                            
programs. There is no assurance that the Company will be                        
able to obtain the required financing.  Failure to obtain                       
additional financing on a timely basis could cause the                          
Company to forfeit its interest in such properties, dilute                      
its interests in the properties and/or reduce or terminate                      
its operations.                                                                 

Mineral Prices May Not Support Corporate Profit:                                
The mining industry in general is intensely competitive and                     
there is no assurance that, even if commercial quantities of                    
mineral resources are developed, a profitable market will                       
exist for the sale of same.  Factors beyond the control of                      
the Company may affect the marketability of any substances                      
discovered.  The price of minerals is volatile over short                       
periods of time, and is affected by numerous factors beyond                     
the control of the Company, including international economic                    
and political trends, expectations of inflation, currency                       
exchange fluctuations, interest rates and global or regional                    
consumption patterns, speculative activities and increased                      
production due to improved mining techniques.                                   

Environmental Regulations:                                                      
The current and anticipated future operations of the                            
Company, including exploration activities and commencement                      
of production on its properties, require permits from                           
various federal, territorial and local governmental                             
authorities and such operations are and will be governed by                     
laws and regulations governing prospecting, development,                        
mining, production, exports, taxes, labor standards,                            
occupational health, waste disposal, toxic substances, land                     
use, environmental protection, mine safety and other                            
matters.  Companies engaged in the exploration and operation                    
of mines and related facilities generally experience                            
increased costs, and delays in production and other                             
schedules as a result of the need to comply with applicable                     
laws, regulations and permits.  The Company's exploration                       
activities and its potential mining and processing                              
operations in Central America are subject to various laws                       
governing land use, the protection of the environment,                          
prospecting, development, production, exports, taxes, labor                     
standards, occupational health, waste disposal, toxic                           
substances, mine safety and other matters.  Such operations                     
and exploration activities are also subject to substantial                      
regulation under these laws by governmental agencies and may                    
require that the Company obtain permits from various                            
governmental agencies.  The Company believes it is in                           
substantial compliance with all material laws and                               
regulations, which currently apply to its activities.  There                    
can be no assurance, however, that all permits which the                        
Company may require for construction of mining facilities                       
and conduct of mining operations will be obtainable on                          
reasonable terms or that such laws and regulations, or that                     
new legislation or modifications to existing legislation,                       
would not have an adverse effect on any exploration or                          
mining project which the Company might undertake.                               

Failure to comply with applicable laws, regulations and                         
permitting requirements may result in enforcement actions                       
thereunder, including orders issued by                                          
regulatory or judicial authorities causing operations to                        
cease or be curtailed, and may include corrective measures                      
requiring capital expenditures, installation of additional                      
equipment or remedial actions. Parties engaged in mining                        
operations may be required to compensate those suffering                        
loss or damage by reason of the mining activities and                           
may have civil or criminal fines or penalties imposed for                       
violation of applicable laws or regulations. The result of                      
penalties could be materially adverse and impair or even                        
eliminate the Company's ability to do business.                                 

Amendments to current laws, regulations and permits                             
governing operations and activities of mining companies, or                     
more stringent implementation thereof, could have a material                    
adverse impact on the Company and cause increases in capital                    
expenditures or production costs or reduction in levels of                      
production at producing properties or require abandonment or                    
delays in development of new mining properties.                                 

To the best of the Company's knowledge, the Company is                          
operating in compliance with all applicable environmental                       
regulations.                                                                    

Risks Associated with Penny Stock Classification:                               
The Company's stock is subject to "penny stock" rules as                        
defined in 1934 Securities and Exchange Act rule 3151-1.                        
The Commission has adopted rules that regulate broker-dealer                    
practices in connection with transactions in penny stocks.                      
The Company's common shares are subject to these penny stock                    
rules. Transaction costs associated with purchases and sales                    
of penny stocks are likely to be higher than those for other                    
securities.  Penny stocks generally are equity securities                       
with a price of less than U.S. $5.00 (other than securities                     
registered on certain national securities exchanges or                          
quoted on the NASDAQ system, provided that current price and                    
volume information with respect to transactions in such                         
securities is provided by the exchange or system).                              

The penny stock rules require a broker-dealer, prior to a                       
transaction in a penny stock not otherwise exempt from the                      
rules, to deliver a standardized risk disclosure document                       
that provides information about penny stocks and the nature                     
and level of risks in the penny stock market.  The broker-                      
dealer also must provide the customer with current bid and                      
offer quotations for the penny stock, the compensation of                       
the broker-dealer and its salesperson in the transaction,                       
and monthly account statements showing the market value of                      
each penny stock held in the customer's account. The bid and                    
offer quotations, and the broker-dealer and salesperson                         
compensation information, must be given to the customer                         
orally or in writing prior to effecting the transaction and                     
must be given to the customer in writing before or with the                     
customer's confirmation.                                                        

In addition, the penny stock rules require that prior to a                      
transaction in a penny stock not otherwise exempt from such                     
rules, the broker-dealer must make a special written                            
determination that the penny stock is a suitable investment                     
for the purchaser and receive                                                   
the purchaser's written agreement to the transaction. These                     
disclosure requirements may have the effect of reducing the                     
level of trading activity in the secondary market for the                       
Company's common shares in the United States and                                
shareholders may find it more difficult to sell their                           
shares.                                                                         

History of Net Losses and Lack of Operating Revenues: The                       
Company has not generated operating revenues since it was                       
formed in 1997 and is dependent upon equity and/or debt                         
financing to remain in existence.                                               

The Company has had net losses since September 9, 1997 (date                    
of incorporation).  The cumulative net loss from the date of                    
incorporation to December 31, 2002 is ($3,446,011).                             

Dependence on Key Personnel:                                                    
The Company strongly depends on the business and technical                      
expertise of its management and key personnel.  There is                        
little possibility that this dependence will decrease in the                    
near term. As the Company's operations expand, additional                       
general management resources will be required, especially                       
since the Company encounters risks that are inherent in                         
doing business in several countries.                                            

Currently the Registrant is dependant upon the expertise and                    
knowledge of Simon T. Ridgway (President and a Director).                       

Political and Economic Instability in Guatemala; Potential                      
Difficulties In Obtaining Possible Future Required Financing                    
Due To Developing Country Status: The mineral properties in                     
which the Company has an interest are located in Guatemala.                     

The economic instability associated with Guatemala is found                     
mainly in the areas of fluctuations in currency values; past                    
high inflation rates; and, the debt crisis associated with                      
Latin America.                                                                  

Relating to the issue of currency fluctuations in Guatemala,                    
the Guatemalan Quetzal has also been relatively stable in                       
relation to the Canadian dollar and the Company believes                        
that currently there is no risk to it associated with this                      
issue.  Historically, currency valuations have fluctuated in                    
a much higher range and it is possible that in the future                       
there could be negative effects on the Company.                                 

Management believes that the debt crisis of four years ago                      
in Latin America, which was a result of the economic turmoil                    
experienced in the Far East, is now under control.  The                         
Company feels that if similar economic circumstances occur                      
again in Guatemala, the effects could be detrimental to its                     
operations.                                                                     

These factors could pose serious potential problems                             
associated with the Company's ability to raise additional                       
capital, which will be required to place any of its                             
properties into production. There is no guarantee that the                      
additional required capital will be available.                                  

The Company does not plan to purchase any type of                               
political risk insurance.                                                       

Foreign Currency Fluctuations:                                                  
At the present time, some of the Company's activities are                       
carried on outside of Canada.  Accordingly, it is subject to                    
risks associated with fluctuations in the rate of exchange                      
of the Canadian dollar and foreign currencies.                                  

The Company is currently not engaged in currency hedging to                     
offset any risk of exchange rate fluctuation and currently                      
has no plans to engage in currency hedging.                                     

ITEM 4.  INFORMATION ON THE COMPANY                                             

Description of Business                                                         

Introduction                                                                    
Radius Explorations Ltd. (hereinafter also referred to as                       
the "Registrant" or the "Company") is a natural resource                        
property exploration company in the exploration stage with                      
no history of cash flows from operations.  The Company has                      
interests in natural resource properties located in                             
Guatemala. (See Description of                                                  
Property, below, and Note 4, Notes to the Financial                             
Statements).                                                                    

Presently, the Company is in the exploration stage and its                      
properties do not contain a known commercially viable                           
minable deposit. There is no assurance that a commercially                      
viable mineral deposit exists on any of the Company's                           
properties, and further exploration is required before a                        
final evaluation of the economic and legal feasibility is                       
determined.                                                                     

Exploration programs of the Company are designed                                
specifically for the discovery of gold and gold ore                             
reserves.  As is typical in the gold mining industry, mine                      
output is typically in the form of gold dore. Gold dore is a                    
low volume product (e.g. 2 kilos per week), and distribution                    
by land (trucking etc.) is normally at a very low cost,                         
notwithstanding security issues.  If the Company were                           
successful in the location of gold reserves that produced a                     
high volume concentrate (larger containers in the order of                      
tons), then it would have to be trucked to a port for                           
transport by boat to a smelter in Asia or Europe.                               

All of the Company's assets represent low volume gold dore                      
type situations.                                                                

Gold ore is a natural concentration of gold (sometimes                          
combined with other valuable metals) in geologic materials                      
that can be mined at a profit. Gold dore is produced from                       
gold ore during the mining and refining processes and                           
contains mostly gold but also other unspecified impurities.                     
Commercial gold refineries buy the gold dore and refine it                      
for upgrading from gold dore to gold bullion.  They purchase                    
it for the spot gold price less the refining costs.                             

Corporate Background                                                            
The Company was incorporated under the British Columbia                         
Company Act on September 9, 1997 by registration of its                         
Memorandum and Articles.  The Company has 100,000,000 common                    
shares authorized. These shares have no par value.  As of                       
December 31, 2002, the end of the Company's most recent                         
fiscal year, there were 22,705,896 common shares                                
outstanding.  As of December 31, 2001, there were 17,911,096                    
common shares outstanding. As of May 31, 2003, there were                       
25,701,730 common shares outstanding.                                           

Unless otherwise stated, all information contained in this                      
Annual Report is current as of December 31, 2002.                               

The Company's common shares trade on the TSX Venture                            
Exchange with the symbol "RDU".                                                 

Corporate Offices                                                               
The Company's executive offices are located in rented                           
premises of approximately 3,100 square feet at Suite 830,                       
355 Burrard Street, Vancouver, British Columbia V6C 2G8.                        
The Company considers these premises suitable for current                       
needs.  The contact person is Simon T. Ridgway, President                       
and Director. The telephone number is 604-801-5432 and the                      
facsimile number is 604-662-8829.                                               

Historical Corporate Development                                                
Since incorporation, the Company has been involved in the                       
exploration of natural resource properties.                                     

During 1997, the Company obtained an option to acquire an                       
80% interest in 28 mineral claims, called the Brik Property                     
located in the Dawson Mining District, Yukon Territory,                         
Canada, and spent $106,797 on exploration work associated                       
with this property.                                                             

During 1998, the Company continued to concentrate its                           
efforts on                                                                      
exploring the Brik Property.  During this period, the                           
Company spent $116,132 on exploration work.  No economically                    
significant results were encountered and in April 1999, the                     
Company terminated its option on the Brik Property.                             

The Company then shifted its area of attention to searching                     
for and acquiring mineral properties located in Latin                           
America.  In August 1999 the Company acquired by staking the                    
El Salitre Project located in central Mexico. During late                       
2000, the Company conducted a drilling program on the El                        
Salitre.  In February 2001, however, the Company and its                        
joint venture partner, Barrick Gold Corporation, decided to                     
discontinue exploration work on the El Salitre Project and                      
the Company wrote off all expenditures made on this project                     
to date at December 31, 2000.                                                   

In December 1999 the Company acquired an option on the El                       
Tambor Gold Project located in Guatemala and has explored                       
the area since that time.  In the past couple of years, the                     
Company has expanded in landholdings in Guatemala to                            
included prospects such as the Marimba Project and the Holly                    
Project.                                                                        

The Company has voluntarily filed its registration statement                    
on Form 20-F in order to make information concerning itself                     
more readily available to the public.  As a result of filing                    
its registration statement, the Company is obligated to file                    
with the Commission certain interim and periodic reports                        
including an annual report containing audited financial                         
statements.  The Company intends to continue to voluntarily                     
file these periodic reports under the Exchange Act even if                      
its obligation to file such reports is suspended under                          
applicable provisions of the Exchange Act.  As a foreign                        
private issuer, the Company is not subject to the reporting                     
obligations of the proxy rules under Section 14 or the                          
insider short-swing profit rules under Section 16 of the                        
Exchange Act.                                                                   

Description of Properties                                                       
During the past year, the Company has conducted or                              

participated in exploration activities on the Marimba                           

Project and the Holly Project in eastern Guatemala. The                         

Marimba Project was optioned to Pillar Resources Inc. in the                    

summer of 2002, and in 2003 Pillar Resources was granted an                     

option on the Holly Project as well.  The Company's most                        

advanced project is the Motagua Gold Belt, on which                             

exploration and drilling has been conducted by the Company's                    

joint venture partner, Gold Field Limited, since early 2002.                    

A.   GUATEMALA                                                                  

1.   THE PROPERTIES                                                             

Property Description and Location                                               

The Company holds the rights to numerous exploration                            
Projects located in central and eastern, Guatemala. The                         
Radius Guatemalan Properties are divided into three Project                     
Areas:                                                                          

The Gold Fields Joint Venture                                                   
- 116,000 hectares in central Guatemalan / majority of area                     
optioned from third parties,                                                    

Marimba Joint Venture                                                           
- 35,000 hectares area in eastern Guatemala / joint venture                     
agreement between Radius and Pillar Resources Inc.,                             

Holly Joint Venture                                                             
- 191,000 hectares area in eastern Guatemala / joint venture                    
agreement between Radius and Pillar Resources Inc.,                             
Eastern Guatemala Projects (Radius 100%)                                        
- 66,500 hectare block of 100% Radius owned exploration                         
licences and licence applications.                                              

Mineral Concessions                                                             
GOLD FIELDS JOINT VENTURE (115,911.42 ha)                                     
Name      ID #         Area (ha)                            
Details                                                                         
1       Golazo       LEXR-064     8,264.72                                    
2,100.0 (100%)                                                                  
2     La Vega I      LEXR-595       212.31   granted                          
May 16, 2001                                                                    
3    Unidad Tipo     LEXR-418      2265.00   granted                          
May 29,                                                                         

2000                                                                            
4       Santa        LEXR-461       625.00   granted                          
Oct. 2,                                                                         
Margarita                                                         
2000                                                                            
5      El Dulce      LEXR-740     8,200.00    granted                         
Oct. 29,                                                                        

2002                                                                            
6     La Laguna      LEXR-674       275.00    granted                         
Oct. 30,                                                                        

2002                                                                            
7    Progreso #1       LEXR      76,500.00                                    
updated licences                                                                
                   under
application                                                                     
8       Tizate       SEXR-598       165.00                                    
granted licence                                                                 

expected Jan. 2003                                                              
9       Carlos       SEXR-559     1,937.50                                    
granted licence                                                                 
Antonio                                                         
expected Jan. 2003                                                              
10    El Injerto     SEXR-657       350.00                                    
granted licence                                                                 

expected Jan. 2003                                                              
11    Cipres I-A     SEXR-710     9,950.00                                    
application                                                                     
12    Las Flores     SEXR-662     6,791.89                                
application                               
13    Las Flores     SEXR-663       275.00                                    
application                                                                     
14    La Colonia     SEXR-756       100.00                                    
application                                                                     
MARIMBA JOINT VENTURE (34,890.01 ha)                                          
1     Jocotan II     LEXR-017      2,100.0                                    
granted 27/05/98                                                                
2       Olopa        LEXR-714      9,522.5                                    
granted  06/12/02                                                               
3     El Tesoro      LEXR-701     9,342.51                                    
granted  12/11/02                                                               
4      El Pinal      SEXR-704      4,475.0                                    
application                                                                     
5       Laura        SEXR-731      9,450.0                                    
application                                                                     
HOLLY JOINT VENTURE (190,892.0 ha)                                            
1       Dorita       LEXR-032       5370.0                                    
granted Sept. 28,                                                               
                                1999
2     La Joya II     LEXR-619      10274.0                                    
granted Feb. 28,                                                                
                                2002
3     Monterico       SR-071      125263.0                                    
application                                                                     
4    Montecristo      SR-068       49985.0                                    
application                                                                     
EASTERN GUATEMALA PROJECTS (66,501.00 ha)                                     
1      EXM-14A       LEXR-621       4800.0                                    
granted Nov. 06,                                                                

2001                                                                            
2     La Joya I      LEXR-618       9716.0                                    
granted Feb. 28,                                                                

2002                                                                            
3    San Diego I       SEXR         9614.0                                    
application                                                                     
4    San Diego II    LEXR-699       9949.0    granted                         
Sept. 27,                                                                       

2002                                                                            
5        Los         LEXR-711       4400.0                                    
granted Oct. 26,                                                                
Encuentros                                                        
2002                                                                            
6    El Carrizal     LEXR-713       7892.0                                    
granted Oct. 16,                                                                

2002                                                                            
7      Carolina      LEXR-730       5056.0   granted                          
Nov 29, 2002                                                                    
8     El Triunfo       SEXR        10000.0                                    
application                                                                     
9     El Tablon      SEXR-712       7945.0                                    
application                                                                     
10      Tichac       SEXR-735       2129.0                                    
application                                                                     
11     Cabanas       SEXR-744       5000.0                                
application                   

Gold Fields Joint Venture                                             

Gold Fields Exploration B.V. can earn 55% of a series of                        
licences                                                                        
in central Guatemala.  The agreement covers 15 licences and                     
licence applications totalling 116km2, consisting of granted                    
licences total 198km2 and pending applications totalling 960                    
km2.                                                                            
The Joint Venture gives Gold Fields the right to earn a 55%                     
interest in the project lands by spending US$5 million over                     
3.5 years. These expenditures are staged with an initial                        
US$1.5 million minimum over the first 18 months and a                           
further US$3.5 million over the following 24 months. Upon                       
completion of the US$5 million expenditure, Gold Fields will                    
be vested with a 55% interest in the subject properties and                     
Radius will retain a 45% interest.                                              
Following this earn-in, Radius will have 180 days to either                     
make a one-time election to fund its prorata share of                           
continuing exploration expenditures or grant Gold Fields the                    
right to earn a further 15% interest in the lands. In                           
consideration for the further 15% interest, Gold Fields will                    
fund all exploration and development costs to receipt of a                      
bankable feasibility study.                                                     
The concessions that are subject to this arrangement                            
comprise the western portion or approximately 116 square                        
kilometres of the total 5,200 square                                            
kilometres of concessions that Radius controls in Guatemala.                    
Gold Fields will operate the exploration program on the                         
concessions that apply to the Joint Venture.                                    
The claims subject to the Goldfield's Joint Venture are                         
further contained within an area of interest. UTM Co-                           
ordinates - Area of Interest Gold Fields JV                                     
Corner                       Corner                                           
UTM Easting       UTM         UTM Easting                                 
UTM                                                                             
Northing                                    
Northing                                                                        
1    749500       1628000    2     749500                                     
1650000                                                                         
3    815000       1650000    4     815000                                   
1628000                   
5    800000       1628000    6     800000                                     
1604000                                                                         
7    780000       1604000    8     780000                                   
1628000                   

Marimba Joint Venture                                                 

The Company has granted to Pillar Resources Inc.                                
("Pillar") the option to earn a 60% interest in the Marimba                     
Project in consideration of Pillar making a cash payment to                     
Radius of US$30,000 and incurring US$2.5 million in                             
exploration expenditures over three years.  Once Pillar has                     
acquired the 60% interest, the Company has the right to                         
require Pillar to purchase the remaining 40% of the Project                     
in consideration for a 40% equity interest in Pillar                            
(assuming Pillar has no material assets at that time other                      
than the 60% interest in Marimba).                                              

Pillar has also agreed to honour a right of first refusal                       
held by Gold Fields Exploration B.V. pursuant to a prior                        
agreement between the Company and Gold Fields.  Geographical                    
co-ordinates outlining the Marimba Project are as follows:                      

Marimba Joint Venture - UTM Co-ordinates                                        
Corner                        Corner                                          
UTM Easting      UTM           UTM Easting                            
UTM                                                                             
Northing                    
Northing                                                                        
1      236000      1645000     2      260100                    
1645000                                                                         
3      260100      1641000     4      254000                    
1641000                                                                         
5      254000      1636000     6      253000                    
1636000                                                                         
7      253000      1633000     8      250000                    
1633000                                                                         
9      250000      1631000    10      236000                    
1631000                                                                         
Total        265.4 km2         26,540 ha                              

The mineral titles which form the basis of the option                           
agreement are comprised of five contiguous Licences or                          
Licence Applications.                                                           
Marimba Joint Venture - Mineral Concessions                                     
Existing Licences           Area in hectares                                  
Name                 Total                                      
Included in                                                                     

Option                                                                          
1      Jocotan II           2,100.0                                           
2,100.0 (100%)                                                                  
2      Olopa                9,522.5                                           
9,522.5 (100%)                                                                  
3      El Tesoro            9,342.51                                          
3,500.0 (37.5%)                                                                 
Applications                                                                  
1      El Pinal             4,475.0                                           
3,100.0 (69.3%)                                                                 
2      Laura                9,450.0                                           
8,317.5 (88.0%)                                                                 
Totals               34,890.01 ha                               
26,540 ha                                                                       

All Licences and Licence Applications are defined by UTM                        
coordinates.  Only that portion of each Licence or Licence                      
Application within the coordinates of the Marimba Project is                    
subject to the Option Agreement.                                                

Co-ordinates for Portion of Licences Marimba JV 1) Jocotan                      
II (granted Licence LEXR017 27/05/98)                                           
Corner                       Corner                                           
UTM          UTM          UTM Easting                           
UTM                                                                             
Easting     Northing                                                
Northing                                                                        
1     243000      1636000    2      243000        1638000                     
3     244000      1638000     4     244000       1639000                      
5     245000      1639000     6     245000       1640000                      
7     246000      1640000     8     246000       1641000                      
9     250000      1641000    10     250000       1640000                      
11    248000      1640000    12     248000                                  
1636000                                 

2) El Tesoro (granted Licence LEXR701 -                                         
12/11/02)                                                                       
Corner                       Corner                                           
UTM Easting   UTM               UTM Easting                               
UTM                                                                             
Northing                       Northing       
1 236000        1631000      2    236000       1636000                    
3 243000        1636000      4    243000                                    
1631000                                   

3) El Pinal (application SEXR704 filed                                          
12/11/01)                                                                       
Corner                       Corner                                           
UTM Easting   UTM               UTM                                       
Easting  UTM                                                                    
Northing                       Northing       
1 236000        1640000      2    240000       1640000                        
3 240000        1641000      4    243000       1641000                        
5 243000        1640000      6    241500       1640000                        
7 241500        1638000      8    243000       1638000                        
9 243000        1636000      10   236000                                    
1636000                                   

4) Olopa (granted Licence LEXR714 06/12/02)                                     
Corner                       Corner                   
UTM Easting   UTM              UTM                                        
Easting UTM                                                                     
Northing                       Northing       
1 236000        1641000      2   236000        1645000                    
3 260100        1645000      4   260100                                   
1641000                                   

5) Laura (application SEXR731 filed                                             
14/03/02)                                                                       
Corner                       Corner                                           
UTM         UTM               UTM                                     
Easting  UTM                                                                    
Easting     Northing                       Northing                   
1   243000      1631000      2    243000       1636000                        
3   248000      1636000      4    248000       1640000                        
5   250000      1640000      6    250000       1641000                        
7   254000      1641000      8    254000       1636000                        
9   253000      1636000      10   253000                                    
1633000                                   
11  250000      1633000      12   250000                                      
1631000                                                                         
Holly Joint Venture                                                   
The Company has granted to Pillar Resources Inc. ("Pillar")                     
the option to earn a 60% interest in the Holly Project in                       
consideration of Pillar making cash payments to Radius                          
totalling $500,000 and incurring $4.0 million in exploration                    
expenditures over three years.  Once Pillar has acquired the                    
60% interest, the Company has the right to require Pillar to                    
purchase the remaining 40% of the Project in consideration                      
for a 40% equity interest in Pillar (assuming Pillar has no                     
material assets at that time other than the 60% interest in                     
Holly).                                                                         
Pillar has also agreed to honour a right of first refusal                       
held by Gold Fields Exploration B.V. pursuant to a prior                        
agreement between the Company and Gold Fields.  Geographical                    
co-ordinates outlining the Holly Project are as follows:                        
Corner                       Corner                                           
UTM          UTM            UTM Easting                         
UTM                                                                             
Easting     Northing                         Northing               
1     222000      1618000     2      222000       1621813                     
3     211869      1638000     4      211869       1630000                     
5     222000      1630000     6      222000       1633000                     
7     223500      1633000     8      223500       1630000                     
9     230000      1630000     10     230000       1626096                     
11    236000      1626096     12     236000                                 
1618000                   

Eastern Guatemala Projects                                            

The Radius Eastern Guatemalan Projects consist of a                             
series of licences and licence applications in                                  
Eastern Guatemala.  All licences and licence applications                       
are held 100 per cent by subsidiaries of Radius Exploration                     
Ltd.  Mineral titles comprising the Eastern Guatemala                           
Projects consist of 11 contiguous licences and licence                          
applications.                                                                   

Access, Climate, Local Resources, and Infrastructure                            

Gold Fields Joint Venture/Marimba Joint                   
Venture/                                                                        
Holly Joint Venture/Eastern Guatemala Projects                        

Access to the Radius Guatemalan Properties is by paved                          
highway from the capital Guatemala City to various regional                     
centres (El Progresso, Chiquimula, and others) and then via                     
secondary paved roads to nearby towns.  Variably maintained                     
2-wheel and 4wheel drive roads access the mineralized zones                     
and other parts of the Project Areas.  The international                        
airport in Guatemala City is serviced by daily flights to                       
Miami and other North and Central American cities.  The main                    
port of entry into Guatemala is Puerto Barrios, located on                      
the Caribbean coast approximately 300 kilometres northeast                      
(by paved highway) of Guatemala City.                                           
Elevations within the Project Areas are range up from less                      
than 500 metres above sea level in the principal valleys.                       
The land often rises sharply into limestone and/or younger                      
volcanic terranes often exceeding 1500 metres in elevation.                     
The areas usually cover rolling to moderate topography.                         
Less arable land is generally covered with scrub and in                         
places pine forest while more arable land has been                              
deforested and supports small plots of crops.                                   
The climate in the area is subtropical and comprises a dry                      
season from December to April and a rainy season from May to                    
November. The driest months are generally February and March                    
and the                                                                         
wettest months are July and September.  The average annual                      
rainfall is 1000 - 2000 millimetres. Temperature varies                         
little throughout the year averaging 22 degrees C and                           
ranging between 30 degrees C and 10 degrees C.                                  

The Marimba Project is located near the municipality of                         
Jocotan,                                                                        
population 500 which contains hotels, restaurants as well as                    
most logistical needs including groceries,                                      
supplies, and gas stations. The majority of the people work                     
in the agricultural sector or in small, artisan craft                           
businesses.  Local labour is plentiful however the pool of                      
skilled workers is small.  A modern electrical line serves                      
Jocotan.  All logistics can alternatively be completed out                      
of the regional centre of Chiquimula (population 40,000)                        
located 40 minutes away by paved road.  The area has an                         
abundant water supply in permanent streams and rivers (e.g.                     
Rio Jocotan and Quebrada Agua Caliente).                                        

Work History                                                                    

Gold Fields Joint Venture/Marimba Joint Venture/ Holly                
Joint Venture/Eastern Guatemala Projects                              

Government geology maps completed in the early 1970's mapped                    
altered rhyolite volcanics, travertine deposits and active                      
hot springs in several area within the Guatemalan Properties                    
of the Company.  Geological investigation of the area was                       
undertaken in 1999 and included rock and stream sediment                        
sampling.                                                                       

Several companies have completed reconnaissance sampling in                     
various areas in central and eastern Guatemala over the last                    
five years including Mayan Minerales S.A., Tombstone                            
Explorations Co. Ltd., and Glamis Gold Ltd.  In most cases                      
no results are                                                                  
available for these programs.                                                   

The Company acquired ground in 2001 and completed widespread                    
rock, soil, and stream sediment sampling. Additional                            
evidence of mineral potential was provided by silica and                        
clay alteration exposed during the building of a new roads                      
and highways between 1999 and 2001.                                             

The central and eastern portion of Guatemala has become an                      
attractive target partially due to the continued success of                     
Radius to discover new gold mineralized systems along the                       
same structural trend. The Company has recently drilled the                     
Holly Gold Project in the central portion of the belt.  A                       
Joint Venture between the Company and Gold Fields of South                      
Africa is currently evaluating two Projects, El Tambor and                      
Bella Vista, both on the western end of the mineralized                         
corridor.                                                                       

There is no history of commercial mineral production from                       
the Radius Guatemalan Projects however several of the                           
Projects contain small adits, pits, and trenches from                           
previous activities which were probably active in several                       
phases including the 1800's, Spanish Colonial (1500-1600's)                     
and possibly prior to this by the local Mayan Indians.                          
Locals have also extracted small quantities of stibnite,                        
that is sold locally, best evidenced by several small pits                      
and cuts on the Marimba Project.                                                

Geological Setting                                                              

Regional Geology                                                      
The Radius Guatemalan Properties are located in Guatemala,                      
Central America.   Guatemala, and the rest of Central                           
America, can be described as a land bridge between North and                    
South America.                                                                  
The area has a highly complex and very active tectonic                          
history                                                                         
that is a result of the interaction of several lithospheric                     
plates and has created a diversity of depositional                              
environments, deep-seated structures, and numerous mineral                      
deposits.                                                                       
Guatemala is bisected with the southern Chortis Block of the                    
Caribbean plate separated from the northern Maya Block by                       
the Motagua-Polochic Fault System.  The Caribbean Plate is                      
one of three small plates sandwiched among the three larger                     
North American, South American, and Pacific Plates.                             
Rocks within the broad fault-bounded zone are dominated by                      
three stratigraphic groups; Paleozoic basement, Cretaceous                      
to Tertiary sediments, and Tertiary to recent volcanics and                     
volcaniclastics. All rock units are cut by coeval and                           
younger intrusions related to the eastward migration of the                     
Caribbean Plate.                                                                
Local Geology - Geology of Southern Guatemala                         
The Motagua-Polochic Fault and Jocotan Fault represent                          
distinct transitions for the geology of central and eastern                     
Guatemala which comprise the Radius Guatemalan Properties.                      
Rocks to the north of these faults are dominated by blocks                      
of basement including schist, massive limestone and                             
sedimentary units, and                                                          
ultramafics, which form the Central America Mountain System.                    
To the south the geology is largely Tertiary volcanics of                       
the Pacific Volcanic Belt.                                                      
The pre-Tertiary rocks have been folded and later block                         
faulted into basins that parallel the major trend of the                        
Guatemalan mountains.  The area was also the site of                            
Tertiary volcanism centred within the elongate graben basins                    
parallel to the trend of the Motagua and Jocotan Fault Zones                    
and the axes of the major folds.  These grabens were basins                     
of deposition for the overlying thick sequences of red beds.                    
Distribution of the Tertiary red beds along major fault                         
zones is the result of volcanism along the zones of weakness                    
and subsequent accumulation of volcanic detritus in basins                      
that were controlled by normal faulting.  Pyroclastic                           
activity increased throughout the Tertiary and thick                            
blankets of tuff often occur on all but the most prominent                      
peaks of pre-Tertiary rocks.                                                    
Siliceous flows, basalts, lahars, and pyroclastics were                         
deposited throughout the Pliocene and Pleistocene.                              
Project Geology                                                       
Gold Fields Joint Venture                                   
The Gold Fields Joint Venture is primarily underlain by                         
amphibolites, phyllites and argillites, and minor limestone                     
lenses of the El Tambor Formation.  The siliceous and                           
carbonaceous argillites mapped on the property may be                           
members of the El Tambor Formation or the lower El Pilar                        
Group.  The El Tambor Formation comprises a west-trending                       
band that extends across the property.  Throughout most of                      
the property, schistosity and cleavage dip consistently and                     
moderately to the south-southwest.  On the Unidad Tipo                          
block, schistosity and cleavage orientations are much more                      
diverse, suggesting proximity to a fold hinge.                                  
On the eastern half of the area amphibolites host the                           
Sastre, TBS, Escondida and LTR zones.  The amphibolites are                     
wellfoliated, fine- to medium-grained and medium to dark                        
green in colour where fresh. Chlorite, biotite and epidote                      
are also present, which, along with actinolite and                              
tremolite, are                                                                  
interpreted to represent retrograde greenschist facies                          
metamorphism after initial lower amphibolite facies                             
metamorphism. Metamorphic quartz veins and boudins are                          
common within these amphibolites.  The protoliths for the                       
amphibolites are believed to be gabbros and mafic volcanics.                    
In outcrop, argillites are pale to medium grey, strongly                        
clay-altered, strongly foliated and finely banded with                          
common coarser lenses and grains of quartz and plagioclase.                     
These argillites are probably derived from volcanic                             
detritus.  Light grey to grey                                                   
brown phyllites are strongly foliated, fine- to medium                          
grained and strongly altered to sericite, clay and Feoxides,                    
particularly in mineralized zones. Metamorphosed sandstones                     
weather light grey and                                                          
consist of fineto medium-grained quartz in an argillically-                     
altered matrix.                                                                 
The El Tambor Formation is in fault contact with quartzose                      
sandstones of the Santos Formation and a M'lange Zone of San                    
Diego Phyllites and El Tambor Formation.  The El Tambor                         
Formation and Melange Zone are also in fault contact with,                      
and locally intruded by, locally termed, Santo Domingo and                      
Tres Sabanas granite to quartz monzonite intrusions.  On the                    
western half of the property, Tertiary to Quaternary                            
basalt flows overlie San Diego and El Tambor phyllites.                         
Thick, localized Quaternary accumulations of unconsolidated                     
pumiceous ignimbrite, ash and diamicton are common                              
throughout the property.                                                        
The Gold Fields Joint Venture is located above and to the                       
south of the Motagua Fault Zone, a crustal-scale, left-                         
lateral strikeslip fault with several subparallel splays,                       
including the Polochic, Jocotan and Chamelecon Faults.  The                     
dominant structural grain on the property is a south-dipping                    
schistosity, averaging 104 degrees /58 degrees S, prevalent                     
in the El Tambor Formation metavolcanics and metasediments.                     
Strongly brecciated and                                                         
intensely fractured mineralized zones on the property are                       
strongly structurally controlled with two orientations                          
noted.  Foliation sub-parallel and shallow north-northeast                      
dipping faults have been noted in the Sastre, TBS, LTR, and                     
Lupita West Zones. Relative timing of these faults is                           
generally not known, but an exposure in the Sastre Zone                         
exhibits one of these shallow north-northeast dipping shears                    
cutting a foliation-parallel shear.  The orientation of the                     
flat-lying shears averages 326 degrees /16 degrees N.                           
Later episodes of faulting are also present and appear to                       
truncate and/or displace mineralization.  These block faults                    
strike 150 degrees 200 degrees and dip moderately.                              

Marimba Joint Venture                                       
The geology of the Marimba Joint Venture can be broadly                         
separated in three sectors.  The first sector consists of                       
the southern half of the Project and is underlain by                            
limestone, shale and conformable limestone conglomerate of                      
largely Cretaceous age overlain by a thick sequence of tuff.                    
The second sector                                                               
consists of the northern Project area and is                                    
dominated by Paleozoic basement of schist and phyllite.  The                    
Jocotan Fault generally separates these first two sectors.                      
The third geological sector, the western area, contains a                       
mixed volcanic and sedimentary sequence related to the                          
Jocotan Graben and extends about five kilometres long and                       
three to four kilometres across.                                                

The dominant alteration is pervasive weak to strong calcium                     
(with minor iron and magnesium) carbonate alteration                            
occurring as a highly variable interaction of stockwork and                     
disseminated calcite veining and carbonitization of host                        
rocks.  All rock units including recently deposited                             
sediments and slope debris have been affected.  This area of                    
carbonate alteration has now been traced                                        
over an area up to two kilometres in width and seven                            
kilometres in strike along the trend of the Camotan Fault.                      
Widespread but highly variable silicification has also                          
altered all rock units. Active deposition of travertine                         
(calcareous sinter) and carbonitization of all rock units                       
continue to occur associated with a series of active hot and                    
warm springs.  Silica sinter has been mapped in several                         
areas often immediately underlying the travertine.  Many of                     
the mineralization zones and alteration are also associated                     
with red-brown limonitic staining and iron oxides probably                      
related to the weathering minor                                                 
amounts of iron rich sulphides.                                                 

The structural setting of the Marimba Project is highly                         
complex, reflecting the long-lived and highly active nature                     
of the tectonics in this part of the world.  The sub-                           
parallel, regionalscale, NE-SW to nearly E-W trending,                          
Camotan and Jocotan Faults are dominant structures in the                       
area.  They are interpreted as steeply dipping transcurrent                     
faults with predominantly strikeslip displacement however                       
evidence also suggests a component of low angle thrusting,                      
most notably in the Cerro T area.  Between these two major                      
structures, cross structures are numerous with the                              
orientation of these secondary structures being highly                          
variable.  Prominent NW-SE structures form the eastern and                      
western boundary faults for the Jocotan Graben, an apparent                     
pullapart feature with long-lived volcanic activity                             
including the emplacement of the prominent rhyolite domes in                    
the Goliath area. The thick volcano-sedimentary sequence has                    
been affected by at least one major folding event.  The fold                    
axes are sub-parallel to the Jocotan Fault.  Brittle                            
cracking of the lowermost portion of the massive limestone                      
unit in this sequence may have been a significant feature in                    
creating open spaces later used and filled by mineralizing                      
fluids.                                                                         

Holly Joint Venture                                         

The Holly JV is situated at the contact of the Paleozoic                        
metamorphic rocks and the Tertiary volcanic field to the                        
south. The contact is along the E-W trending Jocotan fault.                     

Eastern Guatemala Projects                                  

The geology of the Eastern Guatemalan Projects can be                           
broadly separated in three sectors.  The first is the                           
Northern Portion of the Area underlain by phyllite and                          
schist of the Paleozoic Santa Rosa Group.  The Southern                         
Portion is dominated by Quaternary volcanic and recent                          
cover.  The main area of interest is the Central Portion of                     
the project comprised of Cretaceous to Quaternary                               
sedimentary and volcanic units in both unconformable and                        
faulted contact.  The Jocotan Fault runs through this                           
Central Region which is also highly faulted and fractured by                    
a series of NNW-SSE and N-S faults.                                             

Exposed lithologies from oldest to youngest are Paleozoic                       
phyllite, schist, and granite, Cretaceous limestone and limy                    
siltstone, and volcaniclastic rocks.  Several contacts have                     
been mapped as conformable (Clemons, 1966).  Irregular                          
Paleozoic intrusive rocks occur in the northern half of the                     
Project area. Overlying Tertiary volcanics and                                  
volcaniclastic include: lithic crystal tuff, rhyolite,                          
lapilli tuff, and basalt.  The large Chiquimula Pluton of                       
Cretaceous age has intruded the basement rocks near the                         
northern boundary.  This 10km by 10km sized intrusive body                      
appears largely unaltered and only rarely fractured.                            
Marginal porphyritic phases are exposed on the southern and                     
western margins of the pluton.  A one square kilometre area                     
in the central portion is covered by                                            
calcareous travertine that has been deposited from recently                     
active hot                                                                      
spring.                                                                         
The dominant alteration is pervasive weak to strong                             
silicification.  In general two styles of alteration occur;                     
the first related to hydrothermal activity which has                            
produced silicified zones and discrete quartz veins within                      
all known mineralized zones, a second style consists of                         
silica sinter which has formed relatively recently and                          
occurs as cover over older lithologies and as cement to                         
recent sedimentary deposits and in the area.  A second form                     
of alteration consists of clay alteration.  Three distinct                      
styles are recognized; the first associated with faulting                       
and or shearing related to regional scale structures, the                       
second related to younger volcanic events, and the third                        
associated with the currently active and older hydrothermal                     
and hot springs systems.  Warm and/or tepid springs,                            
evidenced by travertine (calcareous sinter) deposits, along                     
the western edge of the Chiquimula Graven have weakly                           
altered all older rock units.  Many the mineralization zones                    
and alteration are also associated with red-brown limonitic                     
staining probably related to the weathering of trace to                         
minor amounts of iron oxide often introduced during                             
alteration.                                                                     
The main structure is the east-west trending Jocotan Fault.                     
Government mapping shows a distinct break with older                            
basement rock above the fault and younger (primarily                            
volcanic) units to the south.  The fault breaks up in place                     
and is actually a series of parallel to sub-parallel                            
structures.  The younger volcanics (mostly Upper Tertiary                       
and Quaternary) do not appear to have been affected by the                      
fault.  A series of NNW-SSE faults and fracture sets cut the                    
Holly Project (central portion of the Eastern Guatemala                         
Projects).  Mineralized structures with significant gold                        
contents are most often orientated along this structural                        
trend.                                                                          
Deposit Types                                                                   
Gold Fields Joint Venture/Marimba Joint Venture/ Holly                
Joint Venture/Eastern Guatemala Projects                              

The Radius Guatemalan Properties cover a series of precious                     
metal showings related to rhyolite domes and associated                         
mesothermal, epithermal and hot springs style mineralized                       
systems.                                                                        

Gold-bearing mineralized systems similar to those found                         
within the Guatemalan Properties include systems commonly                       
termed lowsulphidation, epithermalstyle, gold-bearing                           
systems. Additionally the area has potential for                                
structurally-controlled vein mineralization, and                                
disseminated/replacement (Carlin) style gold mineralization.                    
Plutonic centres ("hot spots") and appropriate structural/                      
lithological traps would promote these styles of                                
mineralization.                                                                 

The Project is located in a mineralized belt that includes                      
several active exploration projects, advanced precious metal                    
properties, and operating gold mines.  Brief descriptions,                      
using publicly available information, for several of these                      
other projects are included.  The Marimba Project has                           
characteristics in common with all of the other projects,                       
however, the following information is not                                       
necessarily indicative of the mineralization on the Marimba                     
or Holly Projects.                                                              

In the adjacent portion of Honduras gold is currently being                     
mined at the San Andres Mine (20 kilometres southeast).                         
Heap leach gold mining at Geomaque Explorations Ltd.'s                          
Vueltas del Rio Mine (40 kilometres east) is exploiting a                       
probable gold reserve of 2.1Mt grading 2.5 g/t Au, Walford,                     
2002.                                                                           

Glamis Gold Ltd.'s San Martin Mine in Honduras occurs in a                      
geological environment similar to the Marimba Project.  The                     
mine entered commercial production in 2001 and produced                         
113,000 ounces in 2001.  Glamis reported production of                          
38,695 ounces in the third quarter of 2002.                                     

The Cerro Blanco Gold Project, located 80 kilometres south,                     
hosts low sulphidation epithermal and hot springs related                       
gold mineralization.                                                            

Drilling on the Marlin Project by Francisco Gold (now Glamis                    
Gold Ltd.) in equivalent rocks along the parallel Motagua                       
Fault in western Guatemala has outlined a measured gold                         
resource of 4.2Mt grading 1.9 g/t Au and 29g/t Ag and an                        
indicated resource of 8.6Mt grading 1.5 g/t Au and 22g/t Ag                     
(Voorhees, 2002).                                                               

Mineralization                                                                  

The Radius Projects cover several precious metal showings                       
related to rhyolite domes and associated mesothermal to                         
epithermal and hot springs style mineralized systems.                           

Gold Fields Joint Venture                                             
Current understanding of the gold mineralization on the Gold                    
Fields Joint Venture identifies the known zones as classic                      
examples of orogenic lode gold deposits.  Gold                                  
mineralization is associated with convergence of North                          
American and Caribbean plates, major structures which                           
evolved from transpressional to transcurrent movement.                          
Mineralization is postpeak metamorphism. The gold zones are                     
structurally controlled: discordant veins, quartz-crush                         
zones, vein stockworks, shear zones.  The majority of the                       
systems are Au-As systems, with arsenopyrite the most common                    
sulphide.  Hydrothermal plumbing systems are laterally and                      
vertically extensive, with a combined strike length of over                     
30 kilometres.                                                                  
The Gold Fields Joint Venture hosts at least 10 goldbearing                     
mineral occurrences spread over a 14 by 6 kilometre area.                       
Geological and geochemical evidence indicates that this                         
mineralization is of a low sulphidation epithermal style.                       
Mineralized zones include; Sastre, Lupita, Chorro, Valery,                      
Escondida, LTR, TBS, Bridge, JNL, and La Laguna.                                
The Sastre Zone consists of a series of shallowly dipping,                      
strongly oxidized and fractured or brecciated tabular bodies                    
from 5 to 41 metres thick. Evidence from trenching suggests                     
that there may be stacked or fault-repeated mineralized                         
bodies.  The                                                                    
dominant controls on mineralization appear to be two sets of                    
shear zones: foliation sub-parallel, shallowly to moderately                    
south dipping shears, and flat-lying to shallowly north-                        
dipping shears.                                                                 

The Lupita Zone consists of hydrothermal quartz with                            
disseminated pyrite and arsenopyrite in carbonaceous                            
phyllites.  Amphibolite schist hanging wall rocks were                          
conspicuously unmineralized.  The Chorro Zone appears to be                     
a westward continuation of the Lupita Zone however, controls                    
on mineralization are not well understood and the zone is                       
structurally more complex. As in the Lupita Zone, the                           
hanging wall consists of chlorite schist, which is likely an                    
altered amphibolite, with mineralization hosted in a                            
siliceous argillite or phyllite along this contact. This                        
siliceous argillite is buff to grey-white and is commonly                       
silicified and brecciated, largely sericite and clay                            
altered.  In addition to white, probably metamorphic,                           
quartz, the siliceous                                                           
argillite is cut by dark grey quartz veinlets that contain                      
arsenopyrite.  Mineralized material is strongly oxidized                        
with abundant limonite, locally abundant hematite, and minor                    
scorodite                                                                       

The Bridge Zone consists of hot spring-related gold                             
mineralization observed primarily in railroad embankments,                      
trenches and outcrops along Rio Las Canas four kilometres                       
westsouthwest of the Sastre Zone.  Active hot springs                           
located on the south bank of the river and just above the                       
railroad tracks first drew Tombstone to examine the                             
property.  These hot springs are actively depositing sulphur                    
at the vent site.  The underlying geology is comprised of                       
friable carbonaceous argillite overlain by Tertiary felsic                      
tuff and Quaternary ash.                                                        

The Valery Zone is located approximately 2.5 kilometres                         
southwest of the Sastre Zone.   This area is underlain by                       
variably altered and commonly brecciated and siliceous                          
argillites, phyllites and sericite schists, chlorite schists                    
and mafic metavolcanics. Northwest-striking faults have                         
placed these units in contact with Santo Domingo intrusions.                    
Locally, small dykes related to this intrusion are found in                     
sericite schist.  Siliceous argillites are invariably                           
argillically-altered, brecciated, silicified and commonly                       
cross-cut by quartz stringers.  Pervasively silicified zones                    
contain angular fragments of dark grey siliceous argillite                      
and are cross-cut by vitreous to milky quartz stringers and                     
contain up to 10% finely disseminated arsenopyrite.                             
Trenching has confirmed interpretations that the                                
mineralization is contained in a flat-lying to gently                           
dipping thrust zone between Tambor meta-volcanics in the                        
hanging wall and Tambor phyllites in the footwall.                              

The TBS Zone (including Escondida and LTR) consist of                           
auriferous mineralization exposed in a series of outcrops                       
and trenches located approximately two kilometres southeast                     
of the Sastre Zone.  These zones are hosted in variably-                        
altered amphibolite schist, as at the Sastre Zone, in close                     
proximity to Santo Domingo intrusions.  Limestone lenses are                    
also present within the altered amphibolites.  The                              
mineralized zones are characterized by strong orangebrown                       
carbonate alteration, a high degree of fracturing and                           
brecciation, sericite-clay alteration and lesser quartz                         
veining.  Stockwork calcite/quartz veining marks more                           
resistant zones and outcrops. Drilling at TBS/LTR has                           
intersected sub-horizontal mineralized zone with strong                         
quartzcarbonate-sericitelimonite alteration in multiple                         
intervals. Altered zones contain erratic weak to moderate                       
iron oxide psuedomorphs after pyrite-arsenopyrite.                              
Additional zones of weak carbonatization, quartz-calcite                        
veining and weak to moderate sulphide mineralization are                        
present in the footwall to the main altered zone.                               

The JNL Zone is located approximately 2.5 km                                    
northeast of San Pedro de Ayumpuc.  The area is underlain by                    
El Tambor Formation phyllites and mica schists that have                        
been intruded by Tres Sabanas granitic intrusions, related                      
to the Santo Domingo intrusions.  Tertiary to Quaternary                        
basalts locally form valleyfill deposits.  Mineralization is                    
comprised of strongly argillically-altered phyllites with                       
quartz veinlet stockworks. Detailed mapping indicates that                      
anomalous gold values are associated with iron oxide-rich                       
low angle brittle fault structures, quartz crush zones,                         
quartz-sulfide veining along axial planar cleavages to                          
crenulation folds and in some cases, to quartz veining.                         

The Achiotes / Q78 Zone is adjacent to and approximately 500                    
metres east of JNL.  The gold mineralization at Achiotes                        
occurs principally in arsenopyrite-bearing quartz veins and                     
in greenish black silicified structures in phyllites,                           
accompanied by stockworks of white quartz veinlets.  Quartz                     
veins typically range from 10 to 30 cm in thickness but                         
exceptionally range up to 5m.  Silicified zones in phyllites                    
typically range from 20 cm to 1m in thickness, with a                           
maximum observed thickness of 4m. Veins and silicified zones                    
in phyllite tend to be condordant with foliation and dip                        
moderately to steeply to the north.                                             
The Gualpinol Zone is a large gold anomalous zone on the                        
eastern end of the western anomalies.  Gold is associated                       
with arsenopyrite-bearing quartz veins in phyllite host                         
rocks.                                                                          
Visible gold is readily evident in association with the                         
quartz veins.                                                                   

The La Gartija Zone is the farthest east of the identified                      
mineralized Zones on the Gold Fields Joint Venture.                             
Mineralization is associated with 0.5 to 2m wide shear                          
structures or breccia zones.  These structures are commonly                     
oriented E-W but with variable dips.  Low-grade                                 
mineralization (0.5 to 1 g/t Au) is associated with narrow                      
fracture zones or stockwork zones parallel to foliation.                        
The mineralization is projected to dip at a low to moderate                     
angle to the north.                                                             

The La Laguna Zone is the largest of the western anomalies.                     
Mineralization at La Laguna Zone formed during a deformation                    
event which resulted in NE verging faulting and folding of                      
the Tambor units.                                                               
The Laguna Zone is located on the WSW facing limb of a large                    
property-scale, complex fault-                                                  
bend/propagation antiformal fold system and are dominated in                    
section by north verging displacement on SW-dipping faults.                     
The northern portion is characterized by stockwork vein                         
zones and sheared stockwork vein zones typically running 1                      
to 2 g/t Au. Pervasively clay altered zones typically run                       
<500 ppb Au.  Gold grades are systematically higher to the                      
south, corresponding to higher elevations. Mineralization in                    
the southern portion of Laguna Zone is contained in a                           
network of conjugate shears, sigmoidal veins and possible                       
flat veins within foliated granitoid host rocks.  The zone                      
is bounded by a set of NW-striking reverse fault zones that                     
dip moderately to the west-southwest.                                           
Marimba Joint Venture                                                 
Several mineralized zones have been identified on the                           
Marimba Joint Venture. Individual zones have had varying                        
amounts of exploration and as such the current level of                         
understanding differs greatly.  The known precious metal                        
showings on the Marimba Project outcrop over an area of six                     
kilometres by three kilometres hosted in a variety of                           
altered units including silicified schists and jasperoidal                      
(silica replaced) limestones.                                                   
The Cerro T Zone is located in the central portion of the                       
Marimba Joint Venture, adjacent to the main highway.  This                      
two kilometre long by 0.4 to 0.9 kilometre wide gold bearing                    
zone is centred over a topographic high elongated in an east-                   
northeast orientation.  Mineralization is concentrated at                       
the base of a massive limestone unit near the contact with                      
thin bedded limestone and calcareous siltstone. Primary                         
control to the mineralization appears to be faulting and                        
fracturing related to the Camotan Fault and associated                          
splays. Continuous chip sampling of bedrock exposed along an                    
access road has returned a length weighted average of                           
0.64g/t Au over 42.5 metres with individual samples as high                     
as 1.5 g/t Au. A series of outcrops, approximately 25 to 75                     
metres upslope from the road cut exposure ranged up to 5.2                      
g/t Au over a width of four metres.  A 120 metre long road                      
cut, completed in October 2002, across the western portion                      
of the north facing slope was tested by the collection of                       
30 samples which ranged from 383 ppb Au to 3.77 g/t Au                          
averaging 1.44 g/t Au.                                                          

Mineralization at the Lantiquin Zone consists of highly                         
carbonate altered and silicified limestone and sedimentary                      
rocks.  Host rocks include clay altered phyllites, carbonate                    
altered schist and intrusive rock, and silicified thin                          
bedded limestone.  A brecciated zone cut by numerous                            
centimetre-scale carbonate-quartz veins has been exposed for                    
more than 400 metres in a roadcut along the Lantiquin Road.                     
Chip sampling over a 250 metre section of this road exposure                    
returned low-grade, anomalous gold values ranging between                       
0.1 and 0.8 g/t Au.  Gold is strongly associated with                           
arsenic (up to 3000 ppm) and moderately associated with                         
antimony and mercury.                                                           
Gold bearing samples are characterized by brecciated,                           
altered rock often containing variable amounts of iron                          
oxide, trace stibnite, and fine pyrite. The anomalous                           
samples outline a zone roughly two kilometres long by one                       
kilometre wide.                                                                 

The Goliath Zone is located at the base of a large rhyolite                     
dome complex underlying the western potion of the Marimba                       
Project. Mineralization consists of is detrital sinter,                         
highly anomalous in trace elements and widespread,                              
silicified, tectonic breccias with abundant limonitic gauge,                    
grey silicified clasts and minor stibnite.  Samples are                         
generally weakly anomalous in gold (50 to 500 ppb Au) with                      
anomalous values in antimony, arsenic and mercury.                              

Other mineralized Zones (including Marimba and Jocotan)                         
consisting of quartz veins and silicified limestone                             
associated with gossanous, iron oxide-rich fractures with                       
irregular fluorite and stibnite is found in other parts of                      
the Project.  Recent prospecting along prominent topographic                    
lineaments noted in satellite imagery has located additional                    
mineralized areas.                                                              

Holly Joint Venture                                                   

Mineralization at Holly is hosted by ridge-forming                              
volcaniclastics and recessive mudstone, with minor amounts                      
in the sheared phyllite to the north.  Veins follow a 160                       
degree trending structural fabric.                                              
There are three vein zones identified to date.                                  
Mineralization is characterized by locally high grades of                       
gold and silver within a package of argillic and silicified                     
rocks.                                                                          

Eastern Guatemala Projects                                            

The most advanced area within the Eastern Guatemalan                            
Projects is the Holly Project and several mineralized zones                     
have been identified.  The precious metal showings on the                       
Holly Project outcrop over an area of 2.0 kilometres by 1.5                     
kilometres hosted in a variety of altered units including                       
silicified schists and volcano-sedimentary rocks.  Controls                     
on mineralization include lithologies, structures,                              
alteration related to felsic volcanism and possibly high                        
level intrusives.                                                               

The Holly Ridge Zone is located in the central portion of                       
the Holly Project, adjacent to the main highway.  This 700m                     
by 300m gold bearing zone occurs in variably silicified                         
volcanosedimentary units on both flanks of a prominent east-                    
west trending ridge. Mineralized structures in the area                         
appear to be a series of en-echelon and/or discontinuous and                    
subparallel silicified zones and quartz veins dominantly                        
trending 10 to 30 degrees east of N-S and dipping steeply to                    
the west.  A series of trenches have exposed gold-bearing                       
quartz veins and silicified zones with mineralized                              
intercepts including; Holly Ridge South;                                        
25.4g/t Au & 176g/t Ag over 3.8m and 34.0g/t Au & 332g/t Ag                     
over 3.0m, and Holly Ridge North; 5.5g/t Au & 47g/t Ag over                     
8.0m and 20.3g/t Au & 163g/t Ag over 1.3m.                                      

The Trench Ridge Zone has been exposed for more than 500                        
metres along a prominent ridge west of the main highway.                        
Mineralization has been outlined in channel, grab, and soil                     
samples with an average width                                                   
to the Zone of 250 metres.  Individual mineralized                              
structures closely parallel those of Holly Ridge with an                        
average orientation of 160o.  A series of trenches have                         
exposed variably silicified and quartz-veined tuff.                             
Mineralized intercepts include 25.5g/t Au & 122g/t Ag over                      
6.0m.                                                                           

Mineralization at the Construction Road Zone is spatially                       
related to the large rhyolite dome.  A 150 metres long                          
roadcut, created during the construction of the new highway                     
returned a weighted average for a series of chip samples of                     
1.69g/t Au & 5.1g/t Ag over 40.0m.                                              

The Karen Zone is located 200 metres north of Holly Ridge.                      
Mineralization consists of a series of highly variable                          
goldbearing quartz veins hosted by schist.                                      
A series of samples collected in close proximity returned                       
bonanza-grades ranging form 30 to 300 g/t Au over a width                       
between 0.75 and 1.1 metres.  Very fine grey sulphides,                         
believed to carry the high silver grades, are irregularly                       
distributed throughout the veins.                                               

At the Trail Zone highly silicified finely bedded                               
sedimentary rocks are exposed along a foot trail near the                       
base of Holly Ridge.  At the Trail Zone silicification is                       
widespread (400m by 550m) however gold values are highly                        
variable.  Results of chip sampling have returned; 5.3g/t Au                    
& 60g/t Ag over 18.0m and 9.2g/t Au & 95g/t Ag over 9.0m.                       

Addition mineralization has been outlined at Banderas / Agua                    
Zarca, Cieba and Ivy Projects.   The Bandera / Agua Zarca                       
Project is located 11 km SE of the Holly Prospect.   The                        
hydrothermal alteration that hosts the gold mineralized                         
system is open to expansion.                                                    
The area is host to a complex of overlapping rhyolite domes                     
formed at the rim of a basin that covers some 64 square                         
kilometres.   Gold mineralization within the basin is                           
associated with hydrothermal brecciation and pervasive                          
silicification of the host rocks.                                               

Exploration                                                                     

Exploration on the Radius Guatemalan Properties has                             
consisted of stream sediment, soil, float and outcrop rock                      
sampling, trenching, and diamond drilling.  Work has                            
concentrated on areas of known mineralization. Several zones                    
within the Gold Fields Joint Venture are the most advanced.                     
It is believed that potential exists for the discovery of                       
additional mineralized                                                          
zones through a systematic program covering the under                           
explored portions of the Properties.                                            

All samples collected on the Radius Guatemalan Properties                       
have been analysed at independent commercial laboratories                       
for gold and a variety of pathfinder elements including;                        
mercury, antimony, and arsenic.  Rock samples have been                         
described for                                                                   
geology and mineralization and located using Universal                          
Transverse Mercator (UTM) co-ordinates. Descriptions of the                     
rock samples include the nature of the material being                           
sampled (outcrop, float, etc.), and the widths of                               
mineralized zones where appropriate.  A database has been                       
compiled which                                                                  
includes all rock, soil, and stream sediment samples.                           
Significant anomalies were generated for gold in rock, soil,                    
and stream sediment sampling as well as follow-up trenching                     
and drilling.   Gold anomalies are variably associated with                     
silver, arsenic, mercury, and antimony anomalies.   The                         
geochemical response of gold in both soils and stream                           
sediments appears good and may be used on both a property-                      
wide and detailed survey stage.   Background levels for gold                    
is less than 15 ppb Au and most of the mineralized areas                        
commonly contain numerous samples in excess of 100 ppb Au                       
and individual samples often exceed 500 ppb Au.                                 
Gold Fields Joint Venture                                             
The Gold Fields Joint Venture received progressively                            
detailed work programs between 2000 and 2002. Exploration                       
consisted of database establishment and development,                            
reconnaissance sampling, soil sampling, anomaly evaluation                      
and target identification, target evaluation, permitting,                       
road construction, target definition, and in the most                           
advanced areas drilling. This work outlined a series of                         
shear-hosted oxide gold zones along a 6 km strike length of                     
the Tambor thrust fault.                                                        
The initial exploration program included the establishment                      
of 100 line-km of grid and soil sampling. Gold Fields                           
evaluated the soil database and concluded that nine major                       
gold-in-soil anomalies have been identified in the area                         
based on a grid soil survey comprised of 3958 samples                           
collected over an approximate 11 square km area.  The grid                      
area was also geologically mapped and over 1400 rock samples                    
were collected along the seven kilometre gold trend. The                        
Sastre Zone, Lupita-Chorro Zone, and Bridge Zone were the                       
first to be tested in detail.                                                   
Sastre Zone                                                 
The Sastre Zone is exposed in a series of trenches,                             
outcrops, and two adits on a north-trending ridge between                       
800 and 900 metres elevation.   These workings cover an area                    
of approximately 500 by 300 metres, and trenching in the                        
Sastre North Zone has tested this mineralization for 400                        
metres along strike.                      The Sastre Zone                       
remains open down-dip and                                                       
to the south and post-mineral faulting appears to have                          
displaced it to the west at the West Ridge Zone. Soil                           
geochemistry indicates that the zone is closed off to the                       
northeast.  The Sastre Zone occupies a 600 metres by 500                        
metres area where prospecting and hand trenching programs                       
have outlined six oxide gold within a large gold in soil                        
geochemical anomaly. The first work program tested the zones                    
with hand trenches returning average values of 4.9 g/t Au                       
over 12.8 metres, 7.8 g/t Au over 24.5 metres, and 7.3 g/t                      
Au over 30.5 metres.  A 10-metre deep exposure in an                            
excavator pit confirmed high-grade values in the hand                           
trenches.   Significant trench                                                  
intersections include:                                                          

Trench     Slope      True        Au    Ag    As     Sb                   
Width     Width*                                        
(metres)   (metres)   (g/t)  (ppm  (ppm   (ppm                    
                      )     )      ) SA-
1       25.2        9.9      5.25   0.7  9874     31                        
SA-2      22.7       5.65      4.29   0.6                                   
5956 37                                                                         
SN-2       7.9        5.2      6.34   0.8                                   
8255 37                                                                         
SN-3      12.8        9.9      8.58   0.1                                   
9022 26                                                                         
SN-6      18.5       13.7      3.04   0.2                                   
7411 15                                                                         
SN-1      37.2       22.6      12.1   0.6                                   
6945 45                                                                         
SN-4      29.4       23.1      2.06   0.1                                   
7480 42                                                                         
SN-5      19.2       15.2      13.8  <0.1                                   
1000     33                                                                     
                      0 SN-7
64.4 41.3 6.20                  0.4                                         
8415     26                                                                     
SN-8      46.8       34.0      11.0   n/a                                   
n/a     n/a                                                                     
SN-9      14.5       11.4      4.72   n/a                                   
n/a     n/a                                                                     
SN-10     12.45       8.6      6.05   n/a                                   
n/a     n/a                                                                     
* true width based on an average orientation of 296                   
degrees /31 degrees N                                             

Lupita Zone                                                 

The Lupita Zone is located approximately 600 metres west of                     
the Sastre Zone along the northeast-facing slope of a ridge.                    
The mineralized zone has been traced along this ridge in                        
trenches and outcrops. Lupita Zone hand trenches returned                       
average values in the 1 to 2 g/t Au range over thicknesses                      
of up to 30 metres.  The flat lying Lupita zone target                          
measures 300 x 300 metres and remains open to extension.                        
Significant trench intersections include:                                       

Trench    Slope      True       Au    Ag     As    Sb                           
Width      Width*                                           
(metres)   (metres)   (g/t) (ppm   (ppm                     
(ppm                                                                            
          )      )     )
LW-1      21.8       19.1       1.56  0.4    5789  19                           
LW-2      41.2       37.3       2.46  0.1    6312  22                           
LW-3      45.0       34.6       2.09  0.2    9053  11                           
LW-4      21.1       19.3       2.01                                            
<0.1 8261  18                                                                   
LW-5      14.6       10.6       1.83                                            
<0.1 6926  23                                                                   
*  estimated true width based upon an average                   
apparent dip of 28 degrees                                      

The Lupita Zone extends into the Chorro area approximately                      
400 metres west.  Trenches and prospecting and rock sampling                    
indicates that it                                                               
could extend an additional 400 metres to the west.                              
Significant trench intersections include:                                       

Trench    Slope      Vertical    Au    Ag    As     Sb                          
Width      Width                                            
(metres)   (metres)    (g/t  (ppm  (ppm   (ppm              
      )     )     )      )

CH-3      10.2       7.9         1.71  <0.1  8277   15                          
and       21.5       11.5        1.12                                           
<0.1  1792  15                                                                  
and       19.2       6.2         1.33                                           
<0.1  5449  20                                                                  
CH-4      7.2        3.3         5.47  0.4   8740   37                          
Bridge Zone                                                 
Bridge Zone work traced the mineralization over a                               
600 metre x 300metre area before it disappears under ash                        
cover.     Channel and trench samples within the                                
mineralized unit at Bridge returned                                             
gold values in the 2 to 4 g/t range over significant widths                     
including 3.59 g/t over 85 metres.  The zone is open to the                     
southeast but rock sampling indicates that the zone weakens                     
to the northwest, occurring as a broad zone greater than 200                    
metres in length of anomalous carbonaceous phyllite                             
containing <1.0 g/t Au.  The tuff units overlying the hot                       
spring sites are locally silicified and sulphidized with                        
anomalous Au, Ag, As and Sb values.  Significant trench                         
intersections include:                                                          

Trench     Width   True      Au     Ag    As    Sb                              
Hg    Tl                                                                        
Width*                                    
(metre  (metres)  (g/t)  (ppm  (ppm  (ppm (ppm            
(ppm s)        )                )    )                    
)     )                                                   

B-1        12.0    n/a       1.47   4.3   210   133                             
1.0   0.5                                                                       
B-2        31.5    n/a       1.69   1.3   230   269                             
<1.0  0.5                                                                       
B-3        14.3    11.4      2.44   11.7  531   34                              
<1.0  1.6                                                                       
Railroad   65.0    n/a       2.56   11.5  254   88                              
2.5   10.8 cut                                                                  
(south                                                                          
bank)                                                                           
River bank 100.0   n/a       3.43   14.9  351   42                              
2.2   4.8 o/c                                                                   
(north                                                                          
bank)                                                                           
*  Assuming mineralization is horizontal                                  
Valery Zone                                                 
The Valery Zone is located approximately 2.5                                    
kilometres southwest of the Sastre Zone.  Float samples of                      
mineralized blocks contained coarse gold and adjacent trench                    
samples returned 14.1 g/t Au. The overall thickness of the                      
zone is not known, and it remains open along strike and to                      
the south.  Soil                                                                
geochemistry suggests that the zone may be limited to the                       
west, but remains open to the east along strike. Significant                    
trench intersections include:                                                   
Trench    Slope      True        Au    Ag    As                                 
Sb                                                                              
Width      Width*                                           
(metres)   (metres)    (g/t  (ppm  (ppm                     
(ppm                                                                            
      )     )     )      )
VA-1      45.0       n/a         1.54  0.5   1395                               
42                                                                              
           0
VA-2      25.0       n/a         1.20  0.4   5002                               
30                                                                              
VA-3      16.0       n/a         2.03                                           
<0.1  2535  16                                                                  
VA-4      19.0       8.9         4.51  0.3   2322   26                          
And       19.0       8.7         2.29  0.1   6033   26                          
VA-5      3.8        2.5         1.32                                           
<0.1  3858  16                                                                  
and       13.6       6.5         2.10                                           
<0.1  3264  17                                                                  
VA-6      26.8       16.7        1.48                                           
<0.1  8882  66                                                                  
*  Assuming mineralization is horizontal                                      

Trenching completed at the Valery Zone in May 2002 returned                     
mineralization averaging 1.18 g/t over 24m.                                     
A series of 72 pits were excavated (August, 2002) in the                        
Valery area in August 2002 to exposed a more three-                             
dimensional view of the mineralized system. Results of the                      
pitting demonstrated that the mineralized zone occurs in a                      
10 to 20m thick remnant of phyllites in thrust contact with                     
underlying unmineralized amphibolites.                                          

TBS Zone (including Escondida, LTR)                   

The Escondida, LTR and TBS Zones consist of auriferous                          
mineralization exposed in a series of outcrops and trenches                     
located approximately two kilometres southeast of the Sastre                    
Zone and immediately north of highway CA-9.  Mineralized                        
zones in the TBS West trenches remain open in all directions                    
and soil geochemistry indicates that this zone may be                           
continuous with the LTR Zone to the west. Significant trench                    
intersections include:                                                          

Trench    Slope      True        Au    Ag    As                                 
Sb                                                                              
Width      Width*                                           
(metres)   (metres)    (g/t  (ppm  (ppm                     
(ppm                                                                            
      )     )     )      )
TBS-1     26.0       11.8        1.73  0.8   3569                               
949                                                                             
TBS road- 25.0       n/a         4.42  0.5   3960   2441                        
cut                                                                             
TBSW-2    45.0       27.9        1.93  n/a                                      
n/a    n/a                                                                      
TBSW-3    47.2       11.2        3.14  n/a                                      
n/a    n/a                                                                      
TBSW-4    29.8       26.3        2.44  n/a                                      
n/a    n/a                                                                      
ESC-1     13.0       5.7         1.43  0.3                                      
2092   16                                                                       
LTR-1     13.1       6.4         2.45  0.4                                      
3383   15                                                                       
LTR-2     23.5       12.0        2.42  0.4                                      
3733   22                                                                       
*  Assuming mineralization is                               
horizontal                                                                      

Soil geochemistry suggests both zones may be delimited to                       
the south but remain open to the east, west and north, and                      
may be continuous with the Sastre Zone.                                         

The JNL Zone                                                

Work at the JNL Zone is not as far advanced as some of the                      
other zones on the Joint Venture.  The gold in                                  
soil anomaly is approximately 800 metres long by 50 to                          
100 metres wide. Trenching to date has returned 7.5m @                          
6.21g/t Au, 7.0m @ 3.36g/t Au, 9.0m @   1.68g/t Au, 13.9m @                     
5.4g/t Au, and 19.9m @ 9.7g/t Au.                                               
The Achiotes / Q78 Zone                                     
Soil sampling has defined a series of east west trending                        
soil                                                                            
anomalies in the central portion of the western half of the                     
Joint Venture.  Highly anomalous portions of the anomalies                      
were tested by hand trenching.  Trench results at Achiotes                      
include ACHS-1 with 4.60m avg. 13.4 g/t Au (open to north)                      
and  1.94m @ 9.4 g/t Au (Open to north and south)and 1.30m @                    
1.2 g/t Au, ACHS2 with 1.97m @ 1.301 g/t Au and 4.99m avg                       
4.024 g/t Au, and ACHS-3 with 10.35m avg. 2.172 g/t Au.  The                    
latest trench ACHN-12 returned two mineralized intervals:                       
3.04m @ 2.945 g/t Au and 6.13m @ 2.913 g/t Au.  Sampling of                     
a 30m extension (August, 2002) to the original trench ACHS-1                    
identified an additional mineralized zone grading 4.85m @                       
7.595 g/t Au. Trenching on the adjacent Q78 anomaly has                         
returned 1.5m @ 1.23 g/t Au in an area where reconnaissance                     
sampling returned a maximum value in rock samples of 13.2                       
g/t Au.                                                                         

The Guapinol Zone                                           

Soil sampling has outlined a gold in soil anomaly measuring                     
100 metres in length by 100 to 250 metres in width.  In                         
general, the east-west trend of the Guapinol soil anomaly                       
encompasses steep slopes covered by dense brush and wooded                      
areas with heavy undergrowth.  Trenching returned 26.05m @ 5                    
g/t Au and 7.47m averaging 2.647 g/t Au.  Initial sampling                      
in southern portion of the area confirmed presence of high                      
grade gold mineralization ranging to 64.931 g/t in grab                         
samples.  Reconnaissance along the trend of the vein system                     
identified high-grade mineralization of 42.397 g/t                              
approximately 400m to east of discovery area and  9.11 g/t                      
approximately 200m west of discovery                                            
area.  Guapinol trench GP-1, completed in September 2002,                       
returned 26.05m averaging 4.648 g/t Au (26.05m @ 5.936 g/t                      
Au in check sampling).  Included within the 26 metre                            
mineralized zone is a 10.42m interval averaging 8.739 g/t                       
Au.  Through December 2002, a total of 21 trenches have been                    
excavated and sampled in the Guapinol area. Six of the                          
trenches are located in the Guapinol North area and 15 are                      
located in the Guapinol South area.  Most recent trenching                      
at Guapinol continued to indicate strong gold mineralization                    
with GP7 averaging 7.61 g/t Au over 7.49m interval, GP-9                        
averaging                                                                       
20.806 g/t Au over 8.81m, including 6.36m @ 28.344                              
g/t Au, GP-10 averaging 8.41 g/t Au over 4.60m and GP13                         
averaging 34.28 g/t Au over 2.1m.  Potential                                    
strike length for Guapinol South vein zone                                      
approaching 2km with vein system remaining open both to west                    
and to east.                                                                    

The La Laguna Zone                                          
The Laguna Zone is the farthest west anomaly identified to                      
date on the Gold Fields Joint Venture. The gold in soil                         
anomaly consist of two parallel eastwest trending anomalies                     
(North and South) each approximately 600 metres long by 200                     
to 400 metres wide.  Reconnaissance sampling along the trend                    
has returned up to 19.4 g/t Au.   Trenching returned 14m                        
@ 2.91g/t Au, 35.2m @ 2.57g/t Au, 9.94m @ 2.74g/t Au, 44.0m                     
@ 6.16g/t Au, and 28m @ 1.84g/t Au.  Laguna North roadcuts,                     
confirming grades indicated by earlier trenching.                               
Mineralized intervals from the new roadcut include 23.57m                       
averaging 1.848 g/t Au and 56.09m averaging 5.353                               
g/t Au.  Grades range up to 25.068 g/t Au with the higher                       
grades commonly being associated with quartz veins                              

Exploration  has advanced a number of prospective areas                         
within the  belt  to  the drill ready stage. Several of the                     
mineralized zones  have  been  drill tested and results are                     
discussed  under drilling.                                                      

Marimba Joint Venture                                                 
To date a total of 380 rock, 1837 soil, and 94 silt samples                     
have been collected and analysed from within the Marimba                        
Joint Venture.  The 1837 soil samples were collected over a                     
grid 4.5 kilometres in length by one to two kilometres in                       
width located                                                                   
in the central portion of the Marimba Project.  Goldin-soil                     
anomalies were generated in two areas associated with gold                      
in bedrock; Cerro T and Lantiquin.  Additionally a large                        
silver anomaly was outlined over an area three kilometres                       
long by one kilometre wide along the southern limit of the                      
soil grid.                                                                      

The Cerro T soil anomaly has numerous samples greater than                      
100ppb Au, commonly greater than 200 ppb Au, and significant                    
areas returning greater than 500 ppb Au. Sample results                         
ranged up to 2900 ppb Au (2.9 g/t Au). The gold-in-soil                         
anomaly extends 2.5 kilometres in length by 0.5 kilometres                      
in width. Antimony is anomalous in a significant number of                      
samples and in general have a good correlation with the most                    
highly anomalous gold values.  Anomalous silver values are                      
widespread and moderate in strength in the Cerro T anomaly.                     
Mercury and arsenic in soils are typically associated with                      
the most highly anomalous gold values.  The Lantiquin soil                      
anomaly is centred two kilometres west of the Cerro T                           
anomaly.  With respect to the Cerro T anomaly the style of                      
the Lantiquin anomaly differs in that the gold in soil                          
anomalies are more widespread and more irregular, however                       
the most highly anomalous samples are of equal magnitude.                       
Arsenic is highly anomalous in a significant number of                          
samples in the Lantiquin area and exhibits a good                               
correlation with the most highly anomalous gold values.                         
Silver anomalies are widespread but only moderately                             
anomalous. Anomalous mercury and antimony values are                            
associated with the most highly anomalous gold values.                          

Widespread rock sampling has returned numerous anomalous                        
results concentrated in five zones discussed under                              
mineralization.  The Cerro T area is the most advanced                          
exploration target on the Marimba Project.  Numerous rock                       
samples have been collected from outcrops, float and rubble.                    
A road cut, completed in October 2002, along the 520                            
elevation on the north face of Cerro T, was tested by 30                        
samples which ranged from 0.38 to 3.76 g/t Au and averaged                      
1.44 g/t Au.  The Lantiquin Zone is centred two                                 
kilometres west of the Cerro T Zone.  Numerous rock samples                     
collected on and around a prominent road cut returned                           
widespread gold values.  Most samples collected within the                      
zone are anomalous returning greater than 200 ppb Au with                       
several samples                                                                 
ranging up to 1.5 g/t Au.                                                       

Holly Joint Venture                                                   

Exploration conducted by the Company on the Holly Project                       
has consisted of stream sediment, soil, and both outcrop and                    
float rock sampling.  Work has also included trenching on                       
areas of known mineralization as well as continuous chip                        
sampling along accessible roadcuts.  Gridded soil lines have                    
been completed over the mineralized zones.  Existing data is                    
largely from the central portion of the Project and                             
potential exists for the discovery of additional mineralized                    
zones through a systematic program covering the entire                          
Project.  To date exploration includes a total of 849 rock,                     
1114 soil, and 65 silt samples collected and analysed from                      
within the Holly Project. Significant anomalies were                            
generated for gold in rock, soil, and stream sediment                           
sampling.  Gold anomalies are variably associated with some                     
or all of silver, arsenic, lead, antimony, and tungsten in                      
selected areas.                                                                 

The Trench Ridge, Holly Ridge, Trail, and Karen Zones have                      
very significant amounts of silver associated with the                          
higher gold values.  Silver ranges as high as 3844g/t Ag at                     
Karen and 1423g/t Ag at Holly ridge. The Trail Zone has a                       
distinct geochemical signature from all other zones with                        
elevated nickel, vanadium, zinc, manganese, iron, and                           
copper.  The Construction Road Zone is anomalously low in                       
silver compared to the other zones.  For all of the                             
individual Zones the highest grades of gold have additional                     
elements associated including tungsten as well as minor                         
arsenic lead and antimony.  Numerous rock samples from                          
outcrops, float and rubble have been collected from the                         
Holly-Trench Ridge Corridor.  A significant number of                           
samples returned "bonanza-grade" values for gold with very                      
significant grades of associated silver.  An example                            
includes trench HOL-R12 where a one metre chip (Holly Ridge)                    
returned 67.8g/t Au and 1937g/t Ag with weakly anomalous                        
levels of lead at 35ppm and 61ppm tungsten.  Trench HOL-R02,                    
a 2.0m chip of quartz vein on Trench Ridge, assayed 17.8g/t                     
Au and 788g/t Ag with anomalous levels of arsenic at 21ppm,                     
42ppm lead and 22ppm tungsten.  In addition to float and                        
outcrop rock sampling exploration has included gridded soil                     
coverage.  Gold values define a series of parallel zones                        
along the prominent N-S structural trends.  The Holly                           
Project was tested by eight diamond drill holes in 2002                         
discussed under Drilling herein.                                                

Recent prospecting and trenching conducted by Pillar                            
Resources Inc. at the Banderas vein system have extended the                    
known strike length of epithermal vein mineralization by 600                    
m.  A low angle                                                                 
vein (dipping 40 degrees west), averaging 2-6 m in                              
thickness, was located and trenched at the north-east end of                    
the Banderas soil anomaly. Similar banded, high-grade, Au/Ag                    
quartz veins occur in float and                                                 
outcrop elsewhere on the property and trenching will be                         
conducted in these areas.                                                       
Gold and silver assay results from recent trenching are                         
tabulated below.  Highlights include Trenches 002 and 003                       
which returned 4.4 m @ 13.1 g/t Au equivalent and 3.5 m @                       
16.9 g/t Au equivalent respectively.                                            
Initial geological interpretation suggests that at least 2                      
separate veins have been exposed in the trenches. A map                         
showing the trench locations has been posted on the Pillar                      
and Radius websites.                                                            
Preliminary petrographic examination of vein material from                      
Banderas, carried out at the University of British Columbia,                    
identified mineralogical and textural evidence which suggest                    
that the Banderas veins are at a relatively high level in                       
the mineralizing system, with good potential for the                            
mineralized horizon to extend to deeper levels. In contrast,                    
the presence of base metal sulphides and the absence of                         
chalcedonic silica in samples from the Holly prospect,                          
suggest a greater depth of formation.                                           
Trench       Channel       Au g/t     Ag g/t    Au                          
Eq.                                                                             
Number       Width (m)                                                      
g/t*                                                                            
Main Vein Trend                                                             
T002         4.4           12.5                                             
41.2      13.1                                                                  
T003         3.5           1.6                                              
1074.8    16.9                                                                  
T005         2.1           6.2                                              
8.3       6.3                                                                   
T006         Post Mineral                                                   
Cover rocks                                       
T007         Results                                                        
pending                                           
T008         6.7           4.3                                              
72.0      5.3                                                                   
T009         2.7           4.3                                              
pending   n/a                                                                   
T010         Post Mineral                                                   
Cover rocks                                       
T011         Results                                                        
pending                                           
Secondary Vein Trend                                                        
T001         0.6           5.8                                              
120.9     7.5                                                                   
4.0           2.7                                 
43.0      3.3                                                                   
1.1           3.0                                 
430.5     7.3                                                                   
T004         No                                                             
significant                                       
results                                           
*Calculated using a price ratio of 70:1                                         
(Ag:Au)                                                                         

Drilling                                                                        

Gold Fields Joint Venture                                             

Starting in 2001 the Company completed a detailed                               
surface exploration program on the Tambor Gold Project (now                     
part of the Gold Fields Joint Venture).  A total of 30                          
reverse circulation and diamond drill holes were completed                      
on three zones: Sastre Zone, Bridge Zone, and Lupita Zone.                      
The first drill holes on the Gold Fields Joint Venture                          
ground were completed on the Lupita Zone. The Lupita Zone                       
holes cut mineralized intervals in several holes including                      
LWRC#1 - 25.9m @                                                                
2.09g/t Au, LWRC#2 - 61.0m @ 1.28g/t Au, LWRC#369.8m @                          
1.00g/t Au, LWRC#4 - 135.6m @ 1.22g/t Au, LWRC#6 18.3m @                        
1.39g/t Au, and LWRC#7 -         149.3m @ 0.77g/t                               
Au.                                                                             

Interval      Thickness    Grade Hole       
From (m)            To (m)                                            
(m)  (Au g/t)                                                                   

LWRC-1     35.1 108.2        73.1                                     
Phyllite Unit                                                                   
(including)35.1 61.0        25.9                                    
2.09                                                                            

LWRC-2     38.1144.2 eoh    106.1                                     
Phyllite Unit                                                                   
38.1  99.1        61.0                          
1.28                                                                            
(including)38.1 67.1        29.0                                    
1.91                                                                            

LWRC-3     35.1156.7 eoh    121.6                                     
Phyllite Unit                                                                   
86.9 156.7        69.8                          
1.00                                                                            
(including)96.0112.8        16.8                                    
1.97                                                                            
140.2156.7 eoh     16.5                           
1.42                                                                            
LWRC-4     32.0167.6 eoh    135.6                                     
Phyllite Unit                                                                   
32.0167.6 eoh    135.6                          
1.22                                                                            

The first phase of drilling also tested the Sastre Zone with                    
eight holes totalling 565 metres.Sig nificant results at the                    
Sastre Zone include 3.1m @ 1.3g/t Au, 6.1m @ 1.49g/t Au, and                    
10.6m @ 0.99g/t Au.                                                             

Interval      Thickness    Grade Hole       
From (m)                    To (m)    (m)  (Au                                  
g/t)                    

1          21.3  27.4         6.1        no                           
significant                                                                     
values                                                                          
2          33.5  36.6         3.1                                     
1.30                                                                            
3          18.3  24.4                                                 
6.11.49                                                                         
4           9.1  12.2                                                 
3.10.45                                                                         
5           0.0  10.7        10.7       no                            
significant                                                                     
value                                                                           
10.7  12.2         1.5       1.30               
6          16.8  27.4        10.6       0.99                    

A 600 metre length of near- surface gold mineralization                         
exposed in hand trenches, adits and an excavator trench                         
along the flanks of Sastre Ridge was tested.  Drilling                          
returned continuously mineralized gold-bearing intercepts -                     
three of which were in excess of 100 metres of hydrothermal                     
quartz with disseminated pyrite and arsenopyrite in                             
carbonaceous phyllites.                                                         

Drilling at the Bridge Zone intersected significant results                     
including BZRC#1 with 146.3m @ 0.56g/t Au.                                      

Gold Fields has drilled several targets within the Joint                        
Venture in the last two years. Drilling in 2002  (total 3611                    
metres) included the Laguna (1593m), JNL (479m), Lupita,                        
(608m) Lagartija (329m), and TBS Zones (602m).                                  

Five drill holes totalling 498.35m were completed at Laguna                     
N in early 2002 and an additional five drill holes totalling                    
555m were completed at Laguna S in 2002  A 2nd phase                            
drilling successfully extended the zone of known gold                           
mineralization at Laguna North to the west and down-dip from                    
previous intercepts in drill holes BVRC-02-001 and BVRC-02-                     
002.  Drill hole BVRC-02015 encountered strong                                  
mineralization averaging 12.158 g/t Au over an 18.29m                           
interval within a 45m thick zone of +100 ppb mineralization.                    
Similar to drill hole BVRC-02-002, the zone of gold                             
mineralization was associated with sheared quartz veins and                     
silicified and brecciated greenstones in the hanging wall of                    
the Footwall fault zone.  Drill hole BVRC-02-017 extended                       
the zone of gold mineralization a further 50m to the west                       
with two +1 g/t mineralized intercepts exceeding a combined                     
16m within a 53m thick zone exceeding 100 ppb Au. Consistent                    
with projections, drill hole BVRC-02-017 was also successful                    
in extending the mineralization to the west of the Hanging                      
Wall Fault which appears to have displaced the mineralized                      
zone approximately 55 to 60m downward on the west side of                       
the fault. With drill holes BVRC-02-002, -015 and -017, the                     
mineralized zone has now been confirmed over a downdip                          
distance exceeding 200m.                                                        

Five drill holes completed in Sept/Oct 2002 at Lupita West                      
totalling 608.08m.  Drilling at Lupita encountered numerous                     
zones of low grade mineralization associated with                               
arsenopyrite/pyrite bearing quartz vein stockworks in                           
hanging wall to an assumed fault.  Intercepts include:                          
7.625m @ 1.85g/t                                                                
Au, 3.05m @ 1.78g/t Au, 3.05m @ 2.98g/t Au, and 1.52m                           
@ 1.096g/t                                                                      
Au.                                                                             

Drill results from Lagartija indicate only weak gold                            
mineralization associated with thin, isolated shear zones.                      

A four-hole reverse circulation drill program was initiated                     
at the TBS/LTR area on in October 2002 to                                       
verify the mineralization model.                                                

Marimba Joint Venture                                                 
Drilling conducted by Pillar Resources Inc. at Marimba in                       
the spring of 2003 focused mainly on the north face of the                      
Cerro T hill, where surface rock and soil sampling has                          
defined an extensive, strong gold anomaly coincident with                       
the trace of the Jocotan Fault Zone.                                            
Trenching at Cerro T exposed a gold-bearing, silicified                         
breccia, at the contact between a thickbedded limestone unit                    
and a shale stone, that is thought to be fault controlled.                      
The latest drilling confirmed the existence of the breccia                      
at the contact between the two units and demonstrates that                      
it has continuity along strike and down dip.                                    
Three holes have also been completed at the Lantiquin Zone                      
where surface rock and soil sampling defined a broad area of                    
weak gold mineralization.  Alteration and mineralization is                     
associated with northeast trending structures hosted by                         
phylites and greenstones. Rock sampling in a road cut                           
returned an average of 300ppb Au over 500m.  The drilling                       
tested this zone at depth.                                                      
A man-portable core rig was used at Marimba to minimize                         
environmental impacts from the first-pass drill program.                        
Core recovery ranged from good to excellent.                                    
The drilling has confirmed the continuity of the goldbearing                    
breccias at Cerro T over an approximate                                         
strike length of 700m. Drill hole intercepts within the gold-                   
mineralized breccia range from 2.6 g/t Au over 8.3m at the                      
eastern end of the current drilling to 1.3 g/t Au over 22.9m                    
on the western end.  Summary results are tabulated below                        
At  Cerro T, six holes (MDD 006 to 010 and MDD 015) were                        
drilled over  an area of 200m by 200m to test the grade and                     
thickness  of the   gold-bearing discovery  breccia                             
previously   exposed   by trenching.    Holes  MDD  006  to                     
MDD  009  returned remarkably consistent  gold  grades, and                     
the weighted average  of  the  four intersections is 1.18                       
g/t Au over 20.3 metres.                                                        
An  additional fence of four holes (MDD 011 to 014) was                         
drilled 550m  to  the east of the discovery breccia.  Of                        
these, hole  MDD 013,  at the south end of the fence,                           
returned an average  of  2.6 g/t Au over 8.3m in mineralized                    
breccia.  This is interpreted  to be  an  extension of the                      
mineralization intersected in holes  MDD 006  to                                
009.   A gold-in-soil geochemical anomaly  suggests the                         
breccia has a minimum strike length of 1,200m. The                              
silicified breccia trends roughly 060 degrees, dips                             
moderately to the north, and is hosted by massive limestones                    
close to the contact with underlying limey shales.  The                         
breccia shows evidence of both structurally controlled and                      
bedding replacement styles of epithermal mineralization.                        
At  Lantiquin,  1.5km  to the east of Cerro-T, initial                          
drilling suggests that gold grades are increasing with                          
depth.  Three holes                                                             
(MDD  001, 002 and 005) were drilled along 200m of strike                       
length of a broad shear zone to test for increasing gold                        
grades at depth and/or   along strike  within  silicified                       
structures.   Results indicate  multiple zones of >1 g/t Au                     
over widths of                                                                  
up  to  10m, significantly  better grades than those seen in                    
surface  sampling of  this  same zone. Additional drilling                      
is planned  to  further test the zone down dip and along                        
strike.                                                                         
The  mineralization  at  Lantiquin consists  of quartz-                         
carbonate stockworks and steeply north dipping, 060 degree                      
trending silicified                                                             
structures exposed in road cuts, within a broad area of                         
anomalous (300ppb  Au)  limey  shale  and greenstone  wall                      
rocks.                     These structures  appear                             
to be the western extension of the same  fault system that                      
passes through the Cerro T area.                                                

Marimba Drill Hole Results. Average Gold Grade and Intercept                    
Distance (0.30 g/t Au cut-off)                                                  
Hole Number From (m)     To (m)       Interval     Au                           
(g/t)                                                                           
(m) 
MDD-001     64.0         76.0         12.0                                      
1.17                                                                            
EOH 135.1m                                                                      

MDD-002     57.9         68.6         10.7                                      
0.84                                                                            
EOH 108.2m                                                                      

MDD-003     EOH 73.2 m   No significant intercepts                              

MDD-004     77.7         79.3         1.6                                       
2.66                                                                            
EOH 97.6m                                                                       
MDD-005     109.7        128.0        18.3                                      
0.78                                                                            
EOH 156.4m                                                                      

MDD-006     1.5          24.4         22.9                                      
1.30                                                                            
EOH 65.5m                                                                       

MDD-007     0.0          12.0         12.0                                      
1.79                                                                            
EOH 44.5m                                                                       

MDD-008     0.0          21.7         21.7                                      
0.97                                                                            
EOH 50.3m                                                                       

MDD-009     0.0          30.5         30.5                                      
1.01                                                                            
EOH 51.5m                                                                       

MDD-010     30.5         36.6         6.1                                       
0.69                                                                            
EOH 70.1m                                                                       

MDD-011     EOH 108.2m   No significant intercepts                              

MDD-012     EOH 108.2m   No significant intercepts                              

MDD-013     36.6         44.9         8.3                                       
2.62                                                                            
EOH 64.0m                                                                       

MDD-014     EOH 176.8m   No significant intercepts                              

MDD-015     42.8         53.8         11.0                                      
0.77                                                                            
EOH 57.6m                                                                       

MDD-016     21.3         29.0         7.7                                       
0.50                                                                            
EOH 40.5m                                                                       

Preliminary metallurgical test work by Acme Analytical                          
Laboratories in Vancouver, British Columbia indicates that                      
the mineralized silicified breccia horizon at Cerro T will                      
be readily amenable to conventional heap leach extraction.                      
Bottle-roll tests on a 100g composite sample of drill core                      
from four mineralized intercepts indicate greater than 95%                      
recovery of gold in 24 hours in 1% cyanide solution.  The                       
composite sample fire assayed 1.91g/t Au of which 1.90 g/t                      
Au was recovered during the bottle roll test.  Total sulphur                    
is 0.1% and sulphide sulphur is 0.05%.  Holes MDD 006 to MDD                    
009 returned consistent gold grades with a weighted average                     
of the four intersections of 1.18 g/t Au over 20.3 metres.                      
A second phase of drilling at Cerro T is planned for late                       
July 2003.  This program will have two main objectives:                         
1.   to establish a near surface, heap-leachable gold                           
resource in                                                                     
the area of the first phase drilling;                                           
2.   and to expand the known strike length of the                               
mineralized                                                                     
blanket to the east.                                                            

To date, drilling has tested only 700m of a >2 km long gold-                    
insoil anomaly.  Further drilling will also take place at                       
Lantiquin, 1.5 km west of Cerro T, to test the strike and                       
dip extent of gold mineralization in a broad                                    
quartz/carbonate stockwork zone intersected during drilling                     
conducted so far.                                                               

Holly Joint Venture                                                   

The Company completed seven holes totalling 977.8 metres in                     
2002.  Highlights of the first phase of drilling include:                       

All holes were surveyed and gold and silver analysis was                        
done by Fire Assay/AAS (FA/gravimetric for results greater                      
than 1g/t Au and 200ppm Ag) by Rocky Mountain Geochemical,                      
Reno, Nevada.                                                                   

Eastern Guatemala Projects                                            

The Eastern Guatemalan Projects are exploration projects and                    
no drilling has been completed to date.                                         

Sampling Method and Approach                                                    

Gold Fields Joint Venture/Marimba Joint                   
Venture/                                                                        
Holly Joint Venture/Eastern Guatemala Projects                        

All samples collected to date and referenced in this report                     
have been collected under the supervision of                                    
qualified persons. Sampling has been carried out using                          
industry standard practices.                                                    

Location for each sample in the database is controlled by                       
UTM coordinates compiled from a combination of notes,                           
locations                                                                       
plotted on government 1:50,000 topographic maps as well as                      
data from hand-held GPS units commonly carried by sampling                      
personnel.                                                                      

Soil samples have been collected using industry standard                        
practices.  Samples have been manually collected from pits                      
dug on average 25 centimetres below surface with sample                         
material placed into kraft paper sample bags.  As with all                      
rock samples each soil sample has been assigned a unique                        
number.                                                                         

Rock sample size is variable depending on the material being                    
sampled but averages approximately 1.5 kilograms.  Material                     
is placed in durable plastic bags, assigned a unique sample                     
number, and sealed for delivery to the lab.                                     

Sample locations are clearly marked in the field often with                     
both metal tags and more visible flags or paint.  Detailed                      
descriptions of sample location, nature of material,                            
representative characteristic of the sample, and lithology,                     
alteration, and mineralization are noted in the field.                          

Sample Preparation, Analyses, and Security                                      

Gold Fields Joint Venture/Marimba Joint                   
Venture/                                                                        
Holly Joint Venture/Eastern Guatemala Projects                        

Preparation and analyses for all silt, soil, and rock                           
samples has been completed by independent commercial                            
laboratories using industry standard fire assay and/or wet                      
geochemical procedures.                                                         
Sample shipments included standards and duplicates as part                      
of ongoing quality control programs.                                            

Samples have been analysed for gold with most samples also                      
analysed for various elements by Induced Coupled Plasma                         
("ICP").                                                                        

Samples have been collected by Pillar personnel. Samples are                    
collected into shipments at Pillar's secure facility in                         
Chiquimula and driven by Pillar personnel to the facilities                     
of Rocky Mountain Geochemical / BSi Inspectorate                                
Laboratories ("BSi") in Guatemala City, Guatemala.  BSi is a                    
subsidiary of Inspectorate America Corporation, which is ISO                    
9002certified.                                                                  

Samples are prepared by BSi's staff at their preparation                        
facility in Guatemala City and pulps are flown to Reno,                         
Nevada for all analytical work.  Pulps and rejects are                          
returned to Pillar and stored at their Chiquimula facility.                     

Stream sediment samples were shipped to BSi's preparation                       
lab in Guatemala City where a 300 gram split was pulverized                     
to -200# and shipped to their                                                   
Reno, Nevada facility.  In Reno this subsample was assayed                      
for Au by a 30g fire assay with atomic absorption finish                        
(30g FA/AA) and for 30 additional elements by aqua regia ICP                    
analysis.                                                                       

Soil samples were shipped to BSi's preparation lab in                           
Guatemala City where they were sieved to -80 mesh and 300g                      
split was pulverized to -200 mesh, and shipped to their Reno                    
facility.  In Reno this subsample was assayed for Au by a                       
30g FA/AA and for 30 additional elements by aqua regia ICP                      
analysis.                                                                       

Rock samples were delivered to BSi's preparation lab in                         
Guatemala City where they were crushed to -10 mesh and a                        
300g sub-sample was pulverized to -200 mesh and shipped to                      
their Reno facility.  In Reno this sub-sample was assayed                       
for Au by a 30g FA/AA and for 30 additional elements by aqua                    
regia ICP analysis. All rock samples returning >1.0 g/t Au                      
were subsequently reassayed by 30g fire assay (FA) with                         
gravimetric finish.                                                             

Mineral Processing and Metallurgical Testing                                    

Gold Fields Joint Venture/Marimba Joint                   
Venture/                                                                        
Holly Joint Venture/Eastern Guatemala Projects                        

The Radius Guatemalan Properties are explorationstage                           
projects and no significant metallurgical studies have been                     
completed to date.  One preliminary sample from the                             
Guaypinol area of the Gold Fields Joint Venture returned low                    
recoveries for the cyanidization of arsenopyrite rich                           
material.                                                                       

Preliminary metallurgical test work done on the Marimba                         
Project                                                                         
indicates that the mineralized silicified                                       
breccia horizon at Cerro T will be readily                                      
amenable to conventional heap leach extraction.                                 

Mineral Resource and Mineral Reserve Estimates                                  

Gold Fields Joint Venture/Marimba Joint                   
Venture/                                                                        
Holly Joint Venture/Eastern Guatemala Projects                        

No Resource or Reserve has been defined within the Radius                       
Guatemalan Properties.  All the known zones are open,                           
however, drilling, metallurgical data, and engineering                          
studies will be required before any economic mineralization                     
can be defined.                                                                 

2.   MINERAL LAW IN GUATEMALA                                                   

Minerals in Guatemala are the property of the State of                          
Guatemala. The Ministry of Energy and Mines (the "Ministry")                    
is the body the state has commissioned to coordinate the                        
policies, plans and programs of the government for the                          
mining sector.  The State governs the exploration and                           
exploitation of minerals by the Law Decree number 48-97                         
commonly known as The Mining Law.                                               

Any individual, person or corporation, national or                              
foreign, may be the holder of mineral rights and may be an                      
applicant for the same provided they comply with the                            
requirements of the mining law.  This law regulates a set of                    
reconnaissance, exploration and exploitation licenses that                      
are granted by the Ministry to applicants.  Applications are                    
made to the Ministry and mineral rights are obtained on a                       
first come basis and the applicant that holds an exploration                    
or reconnaissance license has full priority to obtain the                       
mining rights to all ground within that license provided                        
they comply with the mining law.                                                
A reconnaissance license is granted for a six-month                             
term, which may be extended, for a further six months.  The                     
area of a license will form a polygon not less than five                        
hundred square kilometers and not greater than three                            
thousand square kilometers.                                                     

An exploration license is granted for a term of three years                     
and may be extended for up to two additional terms of two                       
years each, having to reduce the titled area by fifty                           
percent with each extension.  The area of a license will                        
constitute a closed polygon that will not be greater than                       
100 square kilometers.                                                          

An  exploitation  license is granted for a  term  of twenty-                    
five years  and  may be extended for a further twenty five                      
years.   An exploitation  license  grants to the                                
titleholder  the  exclusive right  to  mine any mineral                         
deposits located within the  licenses territorial limits and                    
to unlimited depth for the period  of  the license.  The                        
area of an exploitation license will form a  closed polygon                     
that will not be greater than twenty square kilometers.                         

Relevant Import and Export Regulations                    

Exporting  Mining Products.  Mining products destined for                       
export must originate from licenses of exploitation.                            

Exporters  who  are not titleholders of licenses of                             
exploitation, will  request  the  credentials of export,                        
complying  with  the applicable  portions                                       
of the law and be granted  without  further process for  the                    
term of one year and renewable each  year upon request.                         
The  following  documents  will  be attached  to  the                           
request:                                                                        

a)   Letter from the mineral provider who will be a                   
titleholder                                                                     
of a License of Exploitation, which shows the                   
commitment to                                                                   
supply, said products.                                          
b)   Quantities to export estimated in volume or weight.                    
c)   Country to which the mining products will be                     
exported.                                                                       

Import Tax.    The titleholder of a mining right, may import                    
free from  tariff  and  import  duties, machinery,                              
equipment,  parts, accessories, materials and explosives,                       
that will be used  in  its mining operations.                                   

Exoneration Procedure.   The request for an                                     
exoneration  referred to                                                        
in  the  following paragraph  will  be  presented  to                           
the                                                                             
Directorate and, with its opinion be resolved by the                            
Ministry  of Finance within a term not to exceed forty five                     
days.                                                                           

Exonerated  Taxes.   The beneficiary of an exoneration  will                    
pay the exonerated rates and import duties when using or                        
disposing of the imported  goods  for ends other than  those                    
of  its mining operations, except when the acquirer is the                      
State or other person in possession of exoneration benefits.                    

Export  Credential  For Exporters.   For the titleholders                       
of  an exploitation license granted according to Decree 48-                     
97, with base in  resolution of  mining right granting, the                     
Directorate  will issue an export credential for the same                       
term of license granted.                                                        

Titleholders  of  reconnaissance  and  exploration licenses                     
can request   export   credential  for                                          
mining  products   that                                                         
are technically necessary, and for that they must comply                        
with clauses a), b), c), k), and l) of Article 41 of the                        
Law, and must include the  name  of  products  to export,                       
and  the  name  of  firm  or laboratory  to which a sample                      
will be sent.  In the reports  that it is  obligated to                         
submit, it must include the name, weight  or volume of                          
exported mining products.                                                       

Titleholders of exploration mining rights existing                              
previously  to this  Law  can request to the Directorate the                    
export  credential, according to what is established in the                     
first paragraph  of  this article.                                              

The  Directorate with basis in the authorization resolution                     
will issue the corresponding export credential, giving                          
notification to the General Directorate of Customs.                             

Export  Credential For Non Titleholders. Exporters that  are                    
not titleholders   of   exploitation licenses   must                            
comply   with requirements established in Article 85 of the                     
Law, including  in its  request  the  name of mining                            
products to export. They  are obligated  to present a report                    
of exported products,  within  the next  thirty (30) days                       
after expiration of the export credential, according with                       
the printed form that will be delivered  with  the                              
credential.                                                                     

Identification Of Export Credentials.   For control                             
purposes, all credentials issued by the Directorate must be                     
numbered  according with  the  correlative system, placing                      
in  front  the  following abbreviations and definitions:                        

a)   For export credential issued to                                  
exploitation titleholders:                                                      
EXPOR-TI                                                    
b)   For  export  credential  issued to                               
reconnaissance  and exploration                   
titleholders: EXPOR-TIM.                                    
c)   For export credential issued to non titleholders                           
of                    
mining                                                                          
rights: EXPORT-NTI.                                         
Loss  Of Export Credential.    In case of loss or                               
destruction  of an  export   credential,  the interested                        
party   can   request                                                           
reposition,  presenting  a  notarial  sworn declaration  to                     
the Directorate and constancy of the General Directorate  of                    
Customs that  no  exports have been made using this                             
credential, from  the date of  lost.  The new credential                        
must carry in  the                                                              
back  the reason for its reposition.                                            

Mining  Data Bank.   The Directorate will order timely                          
visits  to the  different  customs of the country to                            
collect  data  through export  policies, in order to                            
actualize the mining data bank  and to keep a registry of                       
mining products exporters.                                                      

Unforeseen Cases.   The cases unforeseen in this Regulation                     
will be  solved by the Ministry or the Directorate,                             
according  to  the case,  in  conformity with principles of                     
the Law of the Juridical Branch of the Government and common                    
order laws.                                                                     

Requests In Proceeding.  The requests that are in proceeding                    
must comply  immediately with the dispositions of the                           
Regulation  and will be solved according with it.                               

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                           

Overview                                                                        

The Company's financial statements are stated in Canadian                       
Dollars (CDN$) and are prepared in accordance with Canadian                     
Generally Accepted Accounting Principles (GAAP), the                            
application of which, in the case of the Company, conforms                      
in all material respects for the periods presented with                         
United States GAAP except as noted in footnotes to the                          
financial statements.  The value of the U.S. Dollar in                          
relationship to the Canadian Dollar was 1.58 as of December                     
31, 2002.                                                                       

The Company has, since incorporation, financed its                              
activities through the distribution of equity capital.  The                     
timing of such distributions was dependent on the                               
requirements of the Company and the economic climate.  The                      
Company anticipates having to raise additional funds by                         
equity issuance in the future, as the Company does not                          
expect to generate material revenue from mining operations                      
or to achieve self-sustaining commercial mining operations.                     

Financings conducted by the Company over the past                               
three fiscal years are described in the following                               
paragraphs.                                                                     

The Company closed a non-brokered private placement in June                     
2000 and raised $1,501,200 through the issuance of 1,876,500                    
units at a price of $0.80 per unit.  Each unit consisted of                     
one common share and one share purchase warrant exercisable                     
at $0.80 for one year from the date of issue.  In addition,                     
the Company received $325,000 through the exercise of share                     
purchase warrants.                                                              

The Company also closed in June 2000 the financing and                          
option                                                                          
agreement with Barrick Gold Corporation covering the El                         
Salitre gold prospect in central Mexico, whereby Barrick                        
Gold Corporation purchased 400,000 units of the Company at a                    
price of $1.25 per unit for initial proceeds of $500,000.                       
Each unit consists of one common share of the Company and                       
two share purchase warrants, one exercisable at $1.50 and                       
one exercisable at $2.50 for six and twelve months,                             
respectively.                                                                   

The Company closed a non-brokered private placement in                          
February 2001 and raised $824,000 through the issuance of                       
1,373,334 units at a price of $0.60 per unit.  Each unit                        
consists of one common share and one share purchase warrant                     
exercisable at $0.74 for two years from the date of issue.                      

The Company closed two non-brokered private placement in                        
June and July 2001, respectively, and raised $4,055,187                         
through the issuance of 3,904,762 units at a price of $1.05                     
per unit.  Each unit consists of one common share and one                       
share purchase warrant exercisable at $1.25 for two years                       
from the date of issue.                                                         

Liquidity and Capital Resources                                                 

The Company's primary source of funds since incorporation                       
has been through the issue of its common shares and the                         
exercise of common stock options and common share purchase                      
warrants.  The Company has no revenue from mining to date                       
and does not anticipate mining revenues in the foreseeable                      
future.                                                                         

The Company does not know of any trends, demands,                               
commitments, events or uncertainties that will result in, or                    
that are reasonably likely to result in, the Company's                          
liquidity either materially increasing or decreasing at                         
present or in the foreseeable future. Material increases or                     
decreases in the Company's liquidity are substantially                          
determined by the success or failure of the Company's                           
exploration programs or the future acquisition of projects.                     

See Item 4, Description of Properties, for details of the                       
Company's capital commitments pertaining to its properties                      
located in Guatemala.                                                           

The Company's cash and short term deposits at the end of                        
Fiscal 2001 (December 31st) was $2,620,116 and $546,580 at                      
the end of Fiscal 2000.                                                         

The balance of the Company's cash needs through Fiscal 2001                     
are expected to come from the proceeds of recent private                        
placements, the exercise of stock options and share purchase                    
warrants and future equity financings.  These details are                       
more fully discussed above.                                                     

Significant Uncertainties                                                       

The Company plans to invest substantial funds in developing                     
mining properties in Central America. These projects are                        
subject to substantial financing needs, and economic                            
uncertainties, as well as foreign country risk.  There is no                    
assurance that the Company can raise the additional funds                       
necessary to complete the exploration work and, if                              
warranted, to bring the properties into production.  There                      
is also no assurance that the properties will prove to be                       
profitable if they are brought into production.                                 

The Company's long-term liquidity will be dependent upon its                    
ability to raise funds to meet its obligations under its                        
property agreements.  While the Company has met the required                    
exploration expenditures to date, it has no source of                           
operating cash flow to fund future exploration.  The Company                    
plans to meet anticipated financing needs in connection with                    
its obligation under the option agreement through                               
underwritings and private placements and the exercise of                        
share purchase warrants.                                                        

Potential financing arrangements are subject to material                        
risks. While the Company may raise funds through further                        
equity offerings or an assignment of all or a portion of its                    
property interests, there is no assurance that such funds                       
will be available. Further, equity financings also pose                         
material risks to investors as such financings may result in                    
substantial dilution to purchasers.                                             

Results of Operations                                                           

The Company is in the business of acquiring and exploring                       
mineral properties with the aim of developing them to a                         
stage where they can be exploited at a profit.  At that                         
stage, the Company's operations would, to some extent be                        
dependent on the world market prices of any minerals mined.                     
The Company does not have producing properties and current                      
operations on its properties are exploratory searches for                       
minable deposits.                                                               

Fiscal Years Ended December 31, 2002 and 2001                                   

During Fiscal 2002, the Company was active in the area of                       
exploration for minerals.  The activities of the Company can                    
be seen as decreasing during the current year as a large                        
amount of exploration work was done on the Company's                            
properties by its joint venture partners.                                       

The Company's "Expenses" totaled $614,290 during Fiscal                         
2002. During Fiscal 2002, the Company wrote off $114,895 in                     
mineral properties and deferred exploration costs.  The                         
Company realized $32,689 in                                                     
interest income during Fiscal 2002.  During Fiscal 2002,                        
total expenses decreased by $514,311, with decreases in most                    
all categories due to the decreased exploration activities                      
of the Company.                                                                 
The net loss for Fiscal 2002 was ($642,626) ($0.04 per                          
share) compared to a net loss of ($1,105,740) ($0.07 per                        
share) for Fiscal 2001.  The increase in the loss figures                       
was a result of the increased activity described above.                         
Under U.S. GAAP, the net loss was ($2,384,167) ($0.14 per                       
share) for Fiscal 2002 and ($4,419,112) ($0.31 per share)                       
for Fiscal 2001.                                                                
The Company is presently exploring its properties for                           
sufficient reserves to justify production.  None of its                         
properties are yet in production and consequently, the                          
properties do not produce any revenue.  As a result there is                    
little variation expected in future operating results from                      
year to year and little is to be expected until such time,                      
if any, as a production decision is made on one of its                          
properties.                                                                     
The Company derives interest income on its bank deposits,                       
which depend on the Company's ability to raise funds.                           
Management periodically, reviews the exploration results                        
both internally and externally through mining related                           
professionals. Decisions to abandon, reduce or expand                           
exploration efforts is based upon many factors including                        
general and specific assessments of mineral deposits, the                       
likelihood of increasing or decreasing those deposits, land                     
costs, estimates of future mineral prices, potential                            
extraction methods and costs, the                                               
likelihood of positive or negative changes to the                               
environment, permitting, taxation, labor and capital costs.                     
There cannot be a pre-determined hold period for any                            
property as geological or economic circumstances render each                    
property unique.                                                                
US GAAP Reconciliation with Canadian GAAP                                       
Under U.S. GAAP, the Company would be required to write down                    
or write off capitalized amounts when a property is not                         
economically supportable for all financial statements issued                    
subsequent to December 31, 1995.  This method may require                       
the Company to write down its mineral properties in                             
subsequent periods. The effect of this write down that may                      
be required from generally accepted accounting principles                       
applicable to subsequent periods has been determined.                           
ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Table                       
No. 4 lists as of May 31, 2003, the names of the Directors                      
of the Company.  The Directors have served in their                             
respective capacities since their election and will serve                       
until the next Annual General Meeting or until a successor                      
is duly elected, unless the office is vacated in accordance                     
with the Articles/By-Laws of the Company.                                       
Table No. 4               
Directors               
Date First                                                                      
Name                                                        
Elected                                                                         

Harmen J. Keyser                                            
September, 1997                                                                 
Simon T. Ridgway (1)                                        
September, 1997                                                                 
Robert S. Wasylyshyn                                        
April, 1999                                                                     
Mario Szotlender (1)                                        
December, 1999                                                                  
David P. Farrell (1)                                        
June, 2001                                                                      
Craig S. Bow                                                
July, 2001                                                                      
Nicholas Glass                                              
January, 2003                                                                   

(1)   Members  of  the  Audit  Committee  of                    
the  Board  of Directors.                                                       

Table No. 5 lists as of May 31, 2003, the names of the                          
Executive Officers of the Company.  The Executive Officers                      
are appointed by the Directors and serve until the earlier                      
of their resignation or removal with or without cause by the                    
Directors.                                                                      

Table No. 5               
Executive Officers                    

Name               Title                    Date                                
First Affiliated                                                                

Simon T. Ridgway   President                August, 1999                        
Tim Osler          Secretary                July,                               
1998                                                                            

Simon T. Ridgway spends 80% of his time on the affairs of                       
the Company.  Tim Osler spends 70% of his time on the                           
affairs of the Company.  To the best knowledge of the                           
Company none of the directors or officers serve on boards                       
of, or occupy positions in, other companies that cause                          
conflicts of interest or impede the fulfillment of their                        
duties with the Company.                                                        

Tim Osler received his B.Sc. degree from the University of                      
British Columbia in 1976.  Mr. Osler is also an Officer of                      
Pillar Resources Inc. and a Director of Mena Resources Inc.                     
and Focus Ventures Ltd.                                                         

Harmen Keyser is a Fellow, Geological Association of Canada,                    
is Registered with the Association of Professional                              
Engineers, Geologists and Geophysicists of the Northwest                        
Territories (P. Geo.) and received his B.Sc. from Saint                         
Mary's University in 1981.  Mr. Keyser is also a Director                       
and Officer of Pillar Resources Inc.                                            

Robert Wasylyshyn holds a Bachelor of Science Degree from                       
the University of Alberta and holds the designation of                          
"P.Geo." (Professional Geologist) in the province of British                    
Columbia.                                                                       

Mario Szotlender holds a degree in International Relations                      
and Trade Policy from the Universidad Central de Venezuela.                     
He is a resident of Venezuela who specializes in                                
international relations and finance.  Mr. Szotlender is also                    
a Director of Pillar Resources Inc.; the President and a                        
Director of Mena Resources Inc; and, the President and a                        
Director of Focus Ventures Ltd.                                                 

Simon Ridgway holds no formal college degree, but has been                      
involved in the mining industry for the past fifteen years.                     
Mr. Ridgway is also the President and a Director of Pillar                      
Resources Inc.; a Director of Focus Ventures Ltd.; and, a                       
Director of Southern Rio Resources Ltd.                                         

David Farrell is a director of Endeavour Financial (UK),                        
part of the Endeavour Financial Group, a private banking                        
firm that provides financial advisory services to global                        
mining clients. He is responsible for sourcing, structuring                     
and managing financial advisory mandates in Europe and                          
Africa, with a particular focus on mergers and acquisitions.                    
Prior to joining Endeavour, he was a solicitor for a major                      
Canadian law firm, specializing in M&A, project finance and                     
corporate law.                                                                  

Craig Bow is a geologist and has been involved in the                           
mineral exploration industry for 20 years.  He worked                           
extensively in South America, acting as Exploration Manager,                    
South America for Newcrest Resources Ltd., prior to taking                      
his present position as Area Manager, North America for Gold                    
Fields Exploration Inc., a subsidiary of Gold Fields of                         
South Africa.                                                                   

Nicholas Glass is a member of the Bar in British Columbia,                      
England and Wales, and currently practises as a mediator and                    
arbitrator in labour relations disputes and civil claims.                       
He has been on the boards of two other public companies, and                    
is also a director and officer of two private investment                        
companies, with real estate and securities holdings in                          
Canada, the U.S. and the U.K.                                                   

No Director and/or Executive Officer has been the subject of                    
any order, judgment, or decree of any governmental agency or                    
administrator or of any court of competent jurisdiction,                        
revoking or suspending for cause any license, permit or                         
other authority of such person or of any corporation of                         
which he/she is a Director and/or Executive Officer, to                         
engage in the securities business or in the sale of a                           
particular security or temporarily or permanently                               
restraining or enjoining any such person or any corporation                     
of which he /she is an officer or director from engaging in                     
or continuing any conduct, practice, or employment in                           
connection with the purchase or sale of securities, or                          
convicting such person of any felony or misdemeanor                             
involving a security or any aspect of the securities                            
business or of theft or of any felony.                                          

There are no family relationships between any two or more                       
Directors or Executive Officers.  There are no material                         
arrangements or understandings between any two or                               
more Directors or Executive Officers.                                           
The directors of the Company also serve as officers and                         
directors of other companies engaged in the mining industry.                    
Because of these positions with other exploration companies,                    
mineral exploration opportunities or prospects of which they                    
become aware will not necessarily be made available to the                      
Company.  The directors intend, however, to allocate these                      
opportunities or prospects from time to time amongst various                    
companies in which they are involved on the basis of prudent                    
business judgment and the relative financial abilities and                      
needs of the companies to participate.                                          
Compensation                                                                    
The Executive Officers and Directors of the Company received                    
compensation in the amounts shown in the following table                        
during Fiscal 2002:                                                             
Table Number 6                
Compensation of Officers and Directors                    

Name                 Title           Compensation Other                         
Comp.                                                                           

Simon Ridgway (1) President            $96,000                                  
Nil Robert Wasylsyhyn (2)                   Vice President,                     
Exploration       $81,875              Nil                                      
Tim Olser         Secretary            $17,323                                  
Nil                                                                             

(1)  This amount was paid to Mill Street Services Ltd., a                       
private company owned by the Ridgway Family Trust, of                 
which Simon Ridgway is the Trustee.                                   
(2)  Robert Wasylsyhyn resigned as Vice-President,                              
Exploration on November 29,   2002.                                   
The Company has no formal plan or standard arrangements for                     
compensating its Directors for their service in their                           
capacity as Directors other than the granting of stock                          
options; refer to Item 12 "Options to Purchase Securities                       
From Registrant or Subsidiaries".                                               

The Company also may grant stock options to Executive                           
Officers and employees; refer to Item 12 "Options to                            
Purchase Securities From Registrant or Subsidiaries".                           

Directors are entitled to reimbursement for reasonable                          
travel and other out-of-pocket expenses incurred in                             
connection with attendance at meetings of the Board of                          
Directors.  The Board of Directors may award special                            
remuneration to any Director undertaking any special                            
services on behalf of the Company other than services                           
ordinarily required of a Director.  All business and travel                     
expenses must be pre-approved.  The president of the Company                    
determines whether expense requests are reasonable.                             

No funds were set aside or accrued by the Company during                        
Fiscal 2001 to provide pension, retirement or similar                           
benefits for Executive Officers or Directors.                                   

The Company has no plans or arrangements in respect of                          
remuneration received or that may be received by Executive                      
Officers of the Company in Fiscal 2002 to compensate such                       
officers in the event of termination                                            
of employment (as a result of resignation, retirement or                        
change of control) or a change of responsibilities following                    
a change of control, where the value of such compensation                       
exceeds US$60,000 per Executive Officer.                                        
No Executive Officer or Director received other compensation                    
in excess of the lesser of US$25,000 or 10% of such                             
officer's cash compensation, and all Executive Officers and                     
Directors as a group did not receive other compensation                         
which exceeded US$25,000 times the number of persons in the                     
group or 10% of the compensation.                                               
Except for the stock option program discussed in Item 12,                       
the Company has no material bonus or profit sharing plans                       
pursuant to which cash or non-cash compensation is or may be                    
paid to the Company's Executive Officers or Directors.                          
It is anticipated that salaries and executive options                           
compensation will be increased to more closely reflect                          
industry standards if the Company is successful at                              
establishing economic mineral reserves on one or more of its                    
properties which results in operating revenues or a                             
significant level of financing being required.                                  
Staffing                                                                        
As of May 31, 2003, the Company had two full time and four                      
parttime employees in Canada and 11 full time and 15 part                       
time employees in Guatemala, in addition to its seven                           
directors (of which one is an officer of the Company).  None                    
of the Company's employees are covered by a collective                          
bargaining agreement.                                                           
Share Ownership                                                                 
The Registrant is a publicly-owned Canadian corporation, the                    
shares of which are owned by Canadian residents, US                             
residents, and residents of other countries.  The Registrant                    
is not controlled directly or indirectly by another                             
corporation or any foreign government.                                          
Table No. 7 lists, as of May 31, 2003, Directors and                            
Executive Officers who beneficially own the Registrant's                        
voting securities and the amount of the Registrant's voting                     
securities owned by the Directors and Executive Officers as                     
a group.                                                                        
Table No. 7               
Shareholdings of Directors and                        
Officers                                                                        

Title                            Amount and                                     
Nature   Percent                                                                
of                               Beneficial                                     
of                                                                              
Class   Name of Beneficial Owner Ownership                                      
Class *                                                                         

Common  Simon T. Ridgway (1)        3,588,200        13.1%                      
Common  Robert S. Wasylyshyn (2)      549,000         2.1%                      
Common  Harmen J. Keyser (3)          238,000         0.9%                      
Common  Tim Osler (4)                 660,350         2.5%                      
Common  Mario Szotlender (5)        2,060,500         7.8%                      
Common  David P. Farrell (6)           80,000         0.3%                      
Common  Craig S. Bow (7)              100,000         0.4%                      
Common  Nicholas Glass (8)            100,000         0.4%                      
Total Directors/Officers    7,376,050        25.4%              
* Based on 25,701,730 shares of common                      
stock outstanding as of May 31, 2003; including             
"Performance Escrow Shares", the resale of                  
which is regulated by the TSX Venture Exchange; and                       
currently                                                   
exercisable stock options and share purchase                
warrants owned by each beneficial holder.                   

(1)  320,000 of these shares represent currently exercisable                    
stock options; 1,434,800 of these shares represent                    
currently exercisable share purchase warrants; and                    
350,000 of these shares are escrow shares which are                   
releasable subject to the terms of the Escrow Agreement               
dated April 15, 1997. 1,093,400 of the free trading                   
shares and 1,084,800 of the warrants are held by Mill                 
Street Services Ltd., a private company owned by the                  
Ridgway Family Trust, of which Simon Ridgway is the                   
Trustee.                                                              
(2)  40,000 of these shares represent currently exercisable                     
stock options; 50,000 of these shares represent                       
currently exercisable share purchase warrants; and                    
275,000 of these shares are escrow shares which are                   
releasable subject to the terms of the Escrow Agreement               
dated April 15, 1997.                                                 
(3)  40,000 of these shares represent currently exercisable                     
stock options; 50,000 of these shares represent                       
currently exercisable share purchase warrants; and,                   
50,000 of these shares are escrow shares which are                    
releasable subject to the terms of the Escrow Agreement               
dated April 15, 1997.                                                 
(4)  55,000 of these shares represent currently exercisable                     
stock options; 295,000 of these shares represent                      
currently exercisable share purchase warrants; and                    
25,000 of these shares are escrow shares which are                    
releasable subject to the terms of the Escrow Agreement               
dated April 15, 1997.                                                 
(5)  300,000 of these shares represent currently exercisable                    
stock options; 435,000 of these shares represent                      
currently exercisable share purchase warrants; and                    
50,000 of these                                                       
shares                                                                          
are escrow shares which are releasable subject to the                 
terms of                                                                        
the Escrow Agreement dated April 15, 1997.                    
(6)  These 80,000 shares represent currently exercisable                        
stock options.                                                        
(7)  These 100,000 shares represent currently exercisable                       
stock options.                                                                  
(8)  These 100,000 shares represent currently exercisable                       
stock options.                                                                  

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                      
The Registrant is a publicly-owned corporation, the shares                      
of which are owned by Canadian residents, US residents, and                     
residents of other countries.  The Registrant is not                            
controlled directly or indirectly by another corporation or                     
any foreign government.                                                         
Table No. 8 lists, as of May 31, 2003, persons and/or                           
companies holding 10% or more beneficial interest in the                        
Registrant's outstanding common stock.                                          
Table No. 8               
10% or Greater Shareholders                   

Title                               Amount and                                  
Nature  Percent                                                                 
Of      Name and Address            of Beneficial                               
of                                                                              
Class   of Owner                    Ownership                                   
Class *                                                                         

Common   Simon  Ridgway, Vancouver, BC (1)                                      
3,588,200 13.1%                                                                 
*  Based on 25,701,730 shares issued and outstanding                            
as of May                           
31, 2003, including 750,000 "Performance Escrow                   
Shares" the resale of which is governed by the TSX Venture                  
Exchange and each individual's share purchase options,                      
escrow shares and share purchase warrants.                                  

(1)  320,000 of these shares represent currently exercisable                    
stock options; 1,434,800 of these shares represent                    
currently exercisable share purchase warrants; and                    
350,000 of these shares are escrow shares which are                   
releasable subject to the terms of the Escrow Agreement               
dated April 15, 1997. 1,093,400 of the free trading                   
shares and 1,084,800 of the warrants are held by Mill                 
Street Services Ltd., a private company owned by the                  
Ridgway Family Trust, of which Simon Ridgway is the                   
Trustee.                                                              

Interest of Management in Certain Transactions                                  

None of the persons who were Directors or Officers of the                       
Company, nor insiders of the Company, associates or                             
affiliates of those persons has had any direct or indirect                      
material interest in any material transactions since                            
incorporation of the Company, or presently proposed material                    
transactions except as outlined below.                                          

The Company has entered into an agreement with Mill Street                      
Services Ltd. ("Mill Street") for the management and                            
consulting services of Simon Ridgway, the President of the                      
Company, at a rate of $8,000 per month.  Mill Street is a                       
private company owned by the Ridgway Family Trust, of which                     
Simon Ridgway is the Trustee.                                                   

During Fiscal 2002, ended December 31, 2002, the                                
Company paid management fees of $30,000 to Mill Street                          
(Simon Ridgway, the President of the Company); geological                       
consulting services of $66,000 to Mill Street and $61,875 to                    
Robert Wasylyshyn (Vice President, Exploration and a                            
Director of the Company).  The Company also paid an                             
additional $20,000 to Robert Wasylyshyn and $17,323 to Tim                      
Osler (the Secretary and a Director of the Company) for                         
administrative services.                                                        
Management believes that the terms of each of the above                         
transactions were as favourable as those that could have                        
been obtained from an unaffiliated party.                                       

ITEM 8.  FINANCIAL INFORMATION                                                  

The financial statements as required under Item 17 are                          
attached hereto and found immediately following the text of                     
this Registration Statement.  The Auditors' Report of                           
DAVIDSON AND COMPANY, independent Chartered Accountants, for                    
the audited financial statements is included herein                             
immediately preceding the audited financial statements.                         

ITEM 9.  OFFER AND LISTING OF SECURITIES                                        

The Company has 100,000,000 common shares authorized. These                     
shares have no par value.  As of December 31, 2002, the end                     
of the Company's most recent fiscal year, there were                            
22,705,896 common shares outstanding.  As of May 31, 2003,                      
there were 25,701,730 common shares outstanding.                                

Trading Market                                                                  

The Company's common shares trade on the TSX Venture                            
Exchange ("TSX") in Vancouver, British Columbia, Canada,                        
having the trading symbol "RDU" and CUSIP #749957 10 6.                         

Table No. 9 lists the high and low sales prices for the                         
Company's                                                                       
common shares on the TSX Venture Exchange over                                  
the past five fiscal years.                                                     
Table No. 9               
Vancouver Stock Exchange / TSX Venture Exchange Stock                       
Trading                                   
Activity                    

Period                    
  Ended         High           Low
May 2003        $1.34         $0.96 
April 2003        $1.23         $0.84   
March 2003        $1.37         $1.03   
February 2003        $1.65         $0.91      
January 2003        $1.08         $0.63     

Quarter ended Dec. 31,        $0.64         $0.22               
2002                                    
Quarter ended Sept.        $0.59         $0.33            
30, 2002                                    
Quarter ended June 30,        $0.65         $0.36               
2002                                    
Quarter ended March        $0.48         $0.30            
31, 2002                                    
Quarter ended Dec. 31,        $0.40         $0.20               
2001                                    
Quarter ended Oct. 31,        $1.19         $0.22               
2001                                    
Quarter ended June 30,        $1.23         $0.84               
2001                                    
Quarter ended March        $1.29         $0.60            
31, 2001                                    

Year ended Dec. 31,        $1.65         $0.63            
2002                                    
Year ended Dec. 31,        $1.29         $0.20            
2001                                    
Year ended Dec. 31,        $1.00         $0.48            
2000                                    
Year ended Dec. 31,        $0.75         $0.33            
1999                                    

Price Fluctuations, Share Price Volatility                                      

In recent years, securities markets in Canada have                              
experienced a high level of price and volume                                    
volatility, and the market price of many resource companies,                    
particularly those considered speculative exploration                           
companies, have experienced wide fluctuations in price which                    
have not necessarily been related to operating performance                      
or underlying asset values on prospects of such companies.                      
In particular, the Company's shares fluctuated from a low of                    
$0.48 to a high of $1.00 during Fiscal 2000, from a low of                      
$0.20 to a high of $1.29 during Fiscal 2001, and from a low                     
of $0.63 to a high of $1.65 during Fiscal           2002.                       
Exploration for minerals is                                                     
considered high risk and highly speculative and the trading                     
market for mineral exploration companies is                                     
characteristically volatile, with wide fluctuation of price                     
and volume only in part related to progress of exploration.                     
There can be no assurance that continual fluctuations in the                    
Company's share price and volume will not occur.                                

The Company's common shares are issued in registered form                       
and the following information is from the Company's                             
registrar and transfer agent, Pacific Corporate Trust                           
Company, located in                                                             
Vancouver, British Columbia, Canada.                                            

On May 13, 2003, the shareholders' list for the Company's                       
common stock showed 42 registered shareholders and                              
25,104,230 shares outstanding.  24 of the Company's                             
registered shareholders are U.S. residents.  The Company has                    
done nothing to stimulate interest in or promote its stock                      
in the United States.                                                           

The Company has researched the indirect holdings by                             
depositories and other financial institutions and believes                      
it has in excess of 800 shareholders of its common stock.                       

The Company is unaware of any active market in the United                       
States for its common shares.  The Company's common shares                      
are not registered to trade in the                                              
United States in the form of American Depository Receipts                       
(ADR's) or similar certificates.                                                

The Company has not declared any dividends since                                
incorporation and does not anticipate that it will do so in                     
the foreseeable future.  The present policy of the Company                      
is to retain future earnings for use in its operations and                      
the expansion of its business.                                                  

To date, the Company's common stock has not traded within                       
the United States on a U.S. exchange or overthe-counter                         
system.  Any shares which may have been previously purchased                    
by U.S. residents would probably have been purchased through                    
the facilities of the TSX Venture Exchange.                                     

TSX Venture Exchange                                                            

The TSX Ventures Exchange ("TSX") (formerly called the                          
Canadian Venture Exchange) is a result of the merger between                    
the Vancouver Stock Exchange and the Alberta Stock Exchange                     
which took place on November 29, 1999.                                          

The initial roster of the TSX was made up of venture                            
companies previously listed on the Vancouver Stock Exchange                     
or the Alberta Stock Exchange.  The TSX is a venture market                     
as compared to the Toronto Stock Exchange which is Canada's                     
senior market and the Montreal Exchange which is Canada's                       
market for derivatives products.                                                

The TSX Group, consisting of the Toronto Stock Exchange                         
("TSE"), TSX and TSX Markets, is headquartered in Toronto                       
and has regional service centres in Calgary, Toronto,                           
Vancouver and Winnipeg. The TSX is a self-regulating                            
organization owned and operated by 60 member firms.  It is                      
governed by representatives of member firms and the public.                     

Organizationally, the TSX is comprised of seven business                        
areas: Corporate Finance Services, Trading Services and                         
Market Information Services, Compliance, Marketing,                             
Technology, Corporate Affairs and Human Resources.                              

The TSX acts as a business link between TSX members, listed                     
companies and investors.  TSX policies and procedures are                       
designed to accommodate companies still in their formative                      
stages and recognize those that are more established.                           
Listings are predominately small and medium sized companies.                    

Investors in Canada are protected by the Canadian Investor                      
Protection Fund ("CIPF").  The CIPF is a private trust fund                     
established to protect customers in the event of the                            
insolvency of a member of any of the following Self-                            
Regulatory Organizations: the TSX Venture Exchange, the                         
Montreal Exchange,                                                              
the Toronto Stock Exchange, the TSX Markets, and the                            
Investment Dealers Association of Canada.                                       
Market Regulation Services Inc. ("RS") is jointly owned by                      
TSX Group and the Investment Dealers Association of Canada.                     
RS's mandate is to foster investor confidence in the                            
Canadian securities market and to safeguard investor                            
protection through the                                                          
administration, interpretation and enforcement of a common                      
set of trading rules consistently in all markets in Canada.                     
RS is recognized as a selfregulatory organization in the                        
provinces of Alberta, British Columbia, Manitoba, Ontario                       
and Quebec and is authorized to carry on the business of a                      
regulation services provider.  As a regulation services                         
provider, RS provides independent regulation services to                        
marketplaces (existing exchanges, quotation and trade                           
reporting systems (QTRSs) and alternative trading systems                       
(ATSs) and their participants in Canada that contract with                      
RS for the provision of such services. It is also                               
responsible for monitoring and reviewing listed company                         
activities and detecting breaches of the listing policies or                    
the listing agreement.  Market surveillance and listed                          
company surveillance activities are closely coordinated.                        
Enforcement action taken by RS may include the following:                       
a.   forcing companies to correct misleading or                       
inaccurate disclosure which includes new releases or            
internet                                                        
postings:                                                                       
b.   requiring the resignation of unacceptable                        
directors and officers;                                         
c.   requiring cancellation and return shares to                      
treasury; d.   requiring undertakings from directors                  
and officers that                                                     
they                                                                            
will ensure compliance with the listing                   
agreement and listings                                                          
policies in the future;                                         
e.   requiring the termination of unacceptable                            
investor                    
relations                                                                       
services;                                                       
f.   halting and suspending trading in the shares of                            
companies;                                                                      
and,                                                            
g.   delisting companies that have contravened exchange               
bylaws,                                                                         
rules or policies.                                              

Warrants Outstanding                                                            

As of May 31, 2003 the Company has share purchase warrants                      
outstanding pursuant to which up to an additional 4,805,596                     
common shares of the Company may be issued as follows:                          

(a)  Warrants to purchase 205,000 shares at a price of $1.25                    
per share expiring June 7, 2003.                                      
(b)  Warrants to purchase 900,000 shares at a price of $1.25                    
per share expiring June 14, 2003.                                     
(c)  Warrants to purchase 1,904,762 shares at a price of                        
$1.25 per share expiring July 16, 2003.                               
(d)  Warrants  to purchase 4,694,800 shares at a price  of                      
$0.25 per share expiring December 19, 2004.                           

Debt Securities to be Registered.  Not applicable American                      
Depository Receipts.  Not                                                       
applicable                                                                      
Other Securities to be Registered.  Not                                         
applicable.                                                                     

Legal Proceedings                                                               
The Company knows of no material, active or pending, legal                      
proceedings against it; nor is the Company involved as a                        
plaintiff in any material proceeding or pending litigation.                     
The Company knows of no active or pending proceedings                           
against anyone that might materially adversely affect an                        
interest of the Company.                                                        

ITEM 10.  ADDITIONAL INFORMATION                                                

Stock Options                                                                   

Incentive Stock Options to purchase securities from the                         
Company have been granted to Directors and employees of the                     
Company on terms and conditions acceptable to the regulatory                    
authorities in Canada. The Company has no formal written                        
stock option plan.                                                              

Under the stock option program, incentive stock options for                     
up to 10% of the number of issued and outstanding shares of                     
common stock may be granted from time to time, provided that                    
incentive stock options in favor of any one individual may                      
not exceed 5% of the issued and outstanding shares of common                    
stock.  No incentive stock option granted under the stock                       
option program is transferable by the optionee other than by                    
will or the laws of descent and distribution, and each                          
incentive stock option is exercisable during the lifetime of                    
the optionee only by such optionee.                                             

The exercise price of all incentive stock options granted                       
under the stock option program must be at least equal to the                    
fair market value of such shares of common stock on the date                    
of grant, and the maximum term of each incentive stock                          
option may not exceed five years.                                               

The exercise prices for incentive stock options were                            
determined in accordance with stock exchange guidelines and                     
reflect the closing price of the Company's common stock on                      
the TSX Venture Exchange immediately preceding the day on                       
which the Directors granted.                                                    

The names and titles of the Directors and Executive Officers                    
of the Company to whom outstanding stock options have been                      
granted and the number of common shares subject to such                         
options are set forth in Table No. 10 as of May 31, 2003, as                    
well as the number of options granted to Directors and all                      
employees as a group.                                                           
The exercise price of the options is stated in Canadian                         
Dollars.                                                                        

Table No. 10                
Stock Options Outstanding                   

 Number of     Exer.
Expiration                                                                      
Name          Title            Common Shares Price                              
Date                                                                            

Simon  T.  Ridgway    Director, President                                       
320,000    $0.68                                                                
01/07/08                                                                        
Robert  Wasylyshyn              Director                                        
40,000      $1.00                                                               
07/10/06                                                                        
Harmen Keyser Director          40,000       $0.99                              
01/27/08                                                                        
Tim Osler     Secretary         15,000                                          
$0.65 10/31/04                                                                  
10,000          
$0.60 11/15/05                                                                  
30,000          
$0.68 01/07/08                                                                  
Mario   Szotlender               Director                                       
40,000     $0.65                                                                
12/12/04                                                                        
 140,000       $1.00
07/10/06                                                                        
 120,000       $0.68
01/07/08                                                                        
David Farrell Director          80,000                                          
$0.94 01/27/08                                                                  
Craig Bow     Director         100,000                                          
$0.90 01/15/08                                                                  
Nicholas  Glass                 Director                                        
100,000     $0.90                                                               
01/15/08                                                                        

Employees/Consultants          172,000       $0.65                              
10/31/04                                                                        
 144,000       $0.60
11/15/05                                                                        
  54,000       $0.68
01/11/06                                                                        
 125,000       $0.85
01/24/06                                                                        
  40,000       $1.00
07/10/06                                                                        
 470,000       $0.68
01/07/08                                                                        
 150,000       $0.99
01/27/08                                                                        
  10,000       $1.01
02/06/08                                                                        
  75,000       $0.95
04/02/08                                                                        

Total Officers/Directors/Employees2,275,000                                     

Memorandum and Articles of Association                                          

On page 9 of the Company's Articles, it states that, "A                         
director will disclose his interest in and not vote in                          
respect of any proposed contract or transaction with the                        
Company in which he is in any way directly or indirectly                        
interested, but such director will be counted in the quorum                     
at the meeting of the directors at which the proposed                           
contract or transaction is approved.".                                          

Directors' power to vote compensation to themselves is                          
addressed in Part 9 - Directors, Section 9.8 of the                             
Company's Articles. Section 9.8 states that, "The                               
remuneration of the directors as such may from time to time                     
be determined by the directors." Management                                     
believes that, in the absence of an independent quorum, a                       
director cannot vote compensation to himself or herself.                        
The borrowing powers of the directors are addressed in Part                     
10 Powers and Duties of Directors.  Section 10.2 states                         
that, "The directors may from time to time:                                     
(a)  borrow money in such manner and amount, on such                            
security, from such sources and upon such terms and                   
conditions as they think fit,                                         
(b)  issue bonds, debentures and other debt obligations                         
either outright or as security for any liability or                   
obligation of the Company or any other person, and                    
(c)  mortgage or charge, whether by way of specific or                          
floating charge, or give other security on the                        
undertaking and the whole or any part of the property                 
and assets (both present and future) of the Company.                  

There are no age limit requirements pertaining to the                           
retirement or non-retirement of directors.  A director is                       
not required to own shares in the Company.                                      

All of the authorized shares of common stock of the Company                     
are of the same class and, once issued, rank equally as to                      
dividends, voting powers, and participation in assets.                          
Holders of common stock are entitled to one vote for each                       
share held of record on all matters to be acted upon by the                     
shareholders. Holders of common stock are entitled to                           
receive such dividends as may be declared from time to time                     
by the Board of Directors, in its discretion, out of funds                      
legally available therefore.                                                    

Upon liquidation, dissolution or winding up of the Company,                     
holders of common stock are entitled to receive pro rata the                    
assets of Company, if any, remaining after payments of all                      
debts and liabilities. No shares have been issued subject to                    
call or assessment.  There are no preemptive or conversion                      
rights and no provisions for redemption or purchase for                         
cancellation, surrender, or sinking or purchase funds.                          

Any modification, amendment or variation of such shareholder                    
rights or provisions are governed by the Company Act of                         
British Columbia and must be approved by a vote of at least                     
75% of the votes cast at a shareholders meeting.  Unless the                    
Company Act or the Company's Articles or memorandum                             
otherwise provide, any action to be taken by a resolution of                    
the members may be taken by an ordinary resolution or by a                      
vote of a majority of the shares represented at the                             
shareholders' meeting.                                                          

The conditions governing the manner in which annual general                     
meetings and extraordinary general meetings of shareholders                     
are convoked, including the conditions of admission are                         
described in the Articles of the Company in Part 7 - General                    
Meetings.                                                                       

Section 7.1 of Part 7 states that, "The date, time and place                    
of all general meetings of the Company within the Province                      
of British Columbia will be fixed by the                                        
directors.".                                                                    

Section 7.1 of Part 7 further states that, "Except as                           
otherwise provided by the Company Act, where any special                        
business to be considered at a general meeting includes                         
considering, approving, ratifying, adopting or authorizing                      
any document or the execution thereof or the giving of                          
effect thereto, the notice convening the meeting will be                        
sufficient if, with respect to such document, it states that                    
a copy of the document is or will be available for                              
inspection by members at the registered office or records                       
office of the Company or at such other place in British                         
Columbia designated in the notice during usual business                         
hours up to the date of such general meeting.".                                 

The conditions of admission are described in Section 7.10                       
where it is stated that, "The directors and any other person                    
permitted by the chairman of the meeting will be entitled to                    
attend any general meeting.".                                                   

There are no limitations on the rights to own securities.                       

There is no provision of the Company's articles of                              
association, charter or bylaws that would have an effect of                     
delaying, deferring or preventing a change in control of the                    
Company and that would operate only with respect to a                           
merger, acquisition or corporate restructuring involving the                    
company (or any of its subsidiaries).                                           

Shareholder ownership must be disclosed for any holder who                      
owns 10% or more of the Company's common stock.                                 

There are no conditions imposed by the memorandum and                           
articles of association governing changes in the capital,                       
where such conditions are more stringent that is required by                    
law.                                                                            

Material Contracts                                                              

There are no material contracts, other than contracts                           
entered into in the ordinary course of business, to which                       
the Company or any member of the group is a party, for the                      
two years immediately preceding publication of the document.                    

Exchange   Controls  and  Other  Limitations                                    
Affecting  Security Holders                                                     

Except as discussed in Item 9, the Company is not aware of                      
any                                                                             
Canadian federal or provincial laws, decrees, or regulations                    
that restrict the export or import of capital, including                        
foreign exchange controls, or that affect the remittance of                     
dividends, interest or other payments to non-Canadian                           
holders of the common shares. There are no limitations on                       
the right of non-Canadian owners to hold or vote the common                     
shares imposed by Canadian federal or provincial law or by                      
the charter or other constituent documents of the Company.                      
The Investment Canada Act (the "IC Act") governs                                
acquisitions of Canadian business by a non-Canadian person                      
or entity. The IC Act requires a non-Canadian (as defined in                    
the IC Act) making an investment to                                             
acquire control of a Canadian business, the gross assets of                     
which exceed certain defined threshold levels, to file an                       
application for review with the Investment Review Division                      
of Industry Canada.  The IC Act provides, among other                           
things, for a review of an investment in the event of                           
acquisition of "control" in certain Canadian businesses in                      
the following circumstances:                                                    
1. If the investor is a non-Canadian and is a national of a                     
country belonging to the North American Free Trade                        
Agreement ("NAFTA") and/or the World Trade Organization                   
("WTO") ("NAFTA or WTO National"), any direct acquisition                 
having an asset value exceeding $179,000,000 is                           
reviewable. This amount is subject to an annual                           
adjustment on the basis of a prescribed formula in the IC                 
Act to reflect inflation and real growth within Canada.                   
This threshold level does not apply in certain sections                   
of Canadian industry, such as uranium, financial services                 
(except insurance), transportation services and cultural                  
services (i.e. the publication, distribution or sale of                   
books, magazines, periodicals (other than printing or                     
typesetting businesses), music in print or machine                        
readable form, radio, television, cable and satellite                     
services; the publication, distribution, sale or                          
exhibition of film or video recordings on audio or video                  
music recordings), to which lower thresholds as                           
prescribed in the IC Act are applicable.                                  
2. If the investor is a non-Canadian and is not a NAFTA or                      
WTO National, any direct acquisition having an asset                      
value exceeding $5,000,000 and any indirect acquisition                   
having an asset value exceeding $50,000,000 is                            
reviewable.                                                               
3. If the investor is a non-Canadian and is NAFTA or WTO                        
National, an indirect acquisition of control is                           
reviewable if the value of the assets of the business                     
located in Canada represents more than 50% of the asset                   
value of the transaction or the business is involved in                   
uranium, financial services, transportation services or                   
cultural services (as set forth above).                                   
Finally, certain transactions prescribed in the IC Act are                      
exempted from review altogether.                                                
In the context of the Company, in essence, three methods of                     
acquiring control of a Canadian business are regulated by                       
the IC Act: (i) the acquisition of all or substantially all                     
of the assets used in carrying on business in Canada; (ii)                      
the acquisition, directly or indirectly, of voting shares of                    
a Canadian corporation carrying on business in Canada; or                       
(iii) the acquisition of voting shares of an entity which                       
controls, directly or indirectly, another entity carrying on                    
business in Canada.                                                             
An acquisition of a majority of the voting shares of a                          
Canadian entity, including a corporation, is deemed to be an                    
acquisition of control under the IC Act. However, under the                     
IC Act, there is                                                                
a rebuttable presumption that control is acquired if one-                       
third of the voting shares of a Canadian corporation or an                      
equivalent undivided interest in the voting shares of such                      
corporation are held by a nonCanadian person or entity.  An                     
acquisition of less than one-third of the voting shares of a                    
Canadian corporation is deemed not to be an acquisition of                      
control.  An acquisition of less than a majority, but one-                      
third or more, of the voting shares of a Canadian                               
corporation is presumed to be an acquisition of control                         
unless it can be established that, on the acquisition, the                      
Canadian corporation is not, in fact, controlled by the                         
acquirer through the ownership of voting shares. For                            
partnerships, trusts, joint ventures or other unincorporated                    
Canadian entities, an acquisition of less than a majority of                    
the voting interests is deemed not to be an acquisition of                      
control.                                                                        

In addition, if a Canadian corporation is controlled by a                       
nonCanadian, the acquisition of control of any other                            
Canadian corporation by such corporation may be subject to                      
the prior approval of the Investment Review Division, unless                    
it can be established that the Canadian corporation is not                      
in fact controlled by the acquirer through the ownership of                     
voting shares.                                                                  

Where an investment is reviewable under the IC Act, the                         
investment may not be implemented unless it is likely to be                     
of net benefit to Canada.  If an applicant is unable to                         
satisfy the Minister responsible for Industry Canada that                       
the investment is likely to be of net benefit to Canada, the                    
applicant may not proceed with the investment.                                  
Alternatively, an acquirer may be required to divest control                    
of the Canadian business that is the subject of the                             
investment.                                                                     

In addition to the foregoing, the IC Act provides for formal                    
notification under the IC Act of all other acquisitions of                      
control by Canadian businesses by nonCanadian investors.                        
The notification process consists of filing a notification                      
within 30 days following the implementation of an                               
investment, which notification is for information, as                           
opposed to review, purposes.                                                    

Taxation                                                                        

The following summary of the material Canadian federal                          
income tax consequences generally applicable in respect of                      
the common stock reflects the Company's opinion.  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 holder's 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 the Company,                      
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.                        

This summary is based upon the provisions of the Income Tax                     
Act of Canada and the regulations 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                           
Revenue Canada, Taxation.  This summary does not take into                      
account provincial income tax consequences.                                     

Each holder should consult his own tax advisor with respect                     
to the income tax consequences applicable to him in his own                     
particular circumstances.                                                       

Canadian Income Tax Consequences                                                

The summary below is restricted to the case of a holder (a                      
"Holder") of one or more common shares ("Common Shares") who                    
for the purposes of the Tax Act is a non-resident of Canada,                    
holds his Common Shares as capital property and deals at                        
arm's length with the Company.                                                  

Dividends                                                                       
A Holder will be subject to Canadian withholding tax ("Part                     
XIII Tax") equal to 25%, or such lower rates as may be                          
available under an applicable tax treaty, of the gross                          
amount of any dividend paid or deemed to be paid on his                         
Common Shares. Under the Tax Convention, 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 is, if the                        
Holder is a company that beneficially owns at least 10% of                      
the voting stock of the Company, 5% and, in any other case,                     
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 Common Shares, including by deemed                     
disposition on death, will not be subject to Canadian tax on                    
any capital gain 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 unless he                      
held the common share as capital property used by him                           
carrying on a business in Canada, or he or persons with whom                    
he did not deal at arm's length alone or together held or                       
held options to acquire, at any time within the 60 months                       
preceding the disposition, 25% or more of the issued shares                     
of any class of the capital stock of the Company.                               

A Holder who is a resident of the United States and realizes                    
a capital gain on disposition of Common Shares 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 resources properties, (b)                    
the Common Shares formed part of the business property of a                     
permanent establishment that the Holder has or had in Canada                    
within the 12 months preceding disposition, or (c) the                          
Holder (i) was a resident of Canada at any time within the                      
ten 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                     
Shares when he ceased to be resident in Canada.                                 

A Holder who is subject to Canadian tax in respect of a                         
capital gain realized on disposition of Common Shares must                      
include three quarters (two thirds for dispositions after                       
February 27, 2000) of the capital gain ("taxable capital                        
gain") in computing his taxable income earned in Canada. The                    
Holder may, subject to certain limitations, deduct three                        
quarters (two thirds for disposition after February 27,                         
2000) of any capital loss ("allowable capital loss") arising                    
on 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 of any of the three preceding years or any subsequent                     
year.                                                                           

United States Federal Income Tax Consequences                                   

The following is a discussion of material United States                         
Federal income tax consequences, under the law, generally                       
applicable to a U.S. Holder (as defined below) of common                        
shares of the Company. This discussion does not cover any                       
state, local or foreign tax consequences.                                       

The following discussion is based upon the sections of the                      
Internal Revenue Code of 1986, as amended ("the Code"),                         
Treasury Regulations, published Internal Revenue Service                        
("IRS) rulings, published administrative positions of the                       
IRS and court decisions that are currently applicable, any                      
or all of which could be materially and adversely changed,                      
possible on a retroactive basis, at any time.  In addition,                     
the discussion does not consider the potential effects, both                    
adverse and beneficial, or recently proposed legislation                        
which, if enacted, could be applied, possibly on a                              
retroactive basis, at any time. The discussion is for                           
general information only and it is not intended to be, nor                      
should it be construed to be, legal or tax advice to any                        
holder or prospective holder of common shares of the Company                    
and no opinion or representation with respect to the U.S.                       
federal income tax consequences to any such holder or                           
prospective holder is made. Holders and prospective holders                     
of common shares of the Company should consult their own tax                    
advisors about the federal, state, local, and foreign tax                       
consequences of purchasing, owning and disposing of common                      
shares of the Company.                                                          

U.S. Holders                                                                    
As used herein, a ("U.S. Holder") includes a holder of                          
common shares of the Company who is a citizen or resident of                    
the United States, a corporation created or organized in or                     
under the laws of the United States or of any political                         
subdivision thereof, an estate whose income is taxable in                       
the United States irrespective of source or a trust subject                     
to the primary supervision of a court within the United                         
States and control of a United States fiduciary as described                    
in Section 7701(a)(30) of the Code. This summary does not                       
address the tax consequences to, and U.S. Holder does not                       
include, persons subject to special provisions of Federal                       
income tax law, such as tax-exempt organizations, qualified                     
retirement plans,                                                               
financial institutions, insurance companies, real estate                        
investment trusts, regulated investment companies, broker-                      
dealers, non-resident alien individuals, persons or entities                    
that have a "functional currency" other than the U.S.                           
dollar, shareholders who hold common shares as part of a                        
straddle, hedging or conversion transaction, and                                
shareholders who acquired their common shares through the                       
exercise of employee stock options or otherwise as                              
compensation for services. This summary is limited to U.S.                      
Holders who own common shares as capital assets. This                           
summary does not address the consequences to a person or                        
entity holding an interest in a shareholder or the                              
consequences to a person of the ownership, exercise or                          
disposition of any options, warrants or other rights to                         
acquire common shares.                                                          

Distribution on Common Shares of the Company                                    
U.S. Holders receiving dividend distributions (including                        
constructive dividends) with respect to common shares of the                    
Company are required to include in gross income for United                      
States Federal income tax purposes the gross amount of such                     
distributions equal to the U.S. dollar value of such                            
distributions on the date of receipt (based on the exchange                     
rate on such date), to the extent that the Company has                          
current or accumulated earnings and profits, without                            
reduction for any Canadian income tax withheld from such                        
distributions.  Such Canadian tax withheld may be credited,                     
subject to certain limitations, against the U.S. Holder's                       
United States Federal Income tax liability or,                                  
alternatively, individuals may be deducted in computing the                     
U.S. Holder's United States Federal taxable income by those                     
individuals who itemize deductions.  (See more detailed                         
discussion at "Foreign Tax Credit" below).  To the extent                       
that distributions exceed current or accumulated earnings                       
and profits of the Company, they will be treated first as a                     
return of capital up to the U.S. Holder's adjusted basis in                     
the common shares and thereafter as gain from the sale or                       
exchange of the common shares. Dividend income will be taxed                    
at marginal tax rates applicable to ordinary income while                       
preferential tax rates for long-term capital gains are                          
applicable to a U.S. Holder which is an individual, estate                      
or trust.                                                                       
There are currently no preferential tax rates for longterm                      
capital gains for a U.S. Holder which is a corporation.                         

In the case of foreign currency received as a dividend that                     
is not converted by the recipient into U.S. dollars on the                      
date of receipt, a U.S. Holder will                                             
have a tax basis in the foreign currency equal to its U.S.                      
dollar value on the date of receipt. Generally any gain or                      
loss recognized upon a subsequent sale of other disposition                     
of the foreign currency, including the exchange for U.S.                        
dollars, will be ordinary income or loss.                                       

Dividends paid on the common shares of the Company will not                     
generally be eligible for the dividends received deduction                      
provided to corporations receiving dividends from certain                       
United States corporations.  A U.S. Holder which is a                           
corporation may, under certain circumstances, be entitled to                    
a 70% deduction of the United States source portion of                          
dividends received                                                              
from the Company (unless the Company qualifies as a "foreign                    
personal holding company" or a "passive foreign investment                      
company", as defined below) if such U.S. Holder owns shares                     
representing at least 10% of the voting power and value of                      
the Company.  The availability of this deduction is subject                     
to several complex limitations which are beyond the scope of                    
this discussion.                                                                

Under current Treasury Regulations, dividends paid on the                       
Company's common shares, if any, generally will not be                          
subject to information reporting and generally will not be                      
subject to U.S. backup withholding tax. However, dividends                      
and the proceeds from a sale of the Company's common shares                     
paid in the U.S. through a U.S. or U.S. related paying agent                    
(including a broker) will be subject to U.S. information                        
reporting requirements and may also be subject to the 31%                       
U.S. backup withholding tax, unless the                                         
paying agent is furnished with a duly completed and signed                      
Form W9. Any amounts withheld under the U.S. backup                             
withholding tax rules will be allowed as a refund or a                          
credit against the U.S. Holder's U.S. federal income tax                        
liability, provided the required information is furnished to                    
the IRS.                                                                        

Foreign Tax Credit                                                              
For individuals whose entire income from sources outside the                    
United States consists of qualified passive income, the                         
total amount of creditable foreign taxes paid or accrued                        
during the taxable year does not exceed $300 ($600 in the                       
case of a joint return) and an election is made under                           
section 904(j), the limitation on credit does not apply.                        

A U.S. Holder who pays (or has withheld from distributions)                     
Canadian income tax with respect to the ownership of common                     
shares of the Company may be entitled, at the option of the                     
U.S. Holder, to either a deduction or a tax credit for such                     
foreign                                                                         
tax paid or withheld.  Generally, it will be more                               
advantageous to claim a credit because a credit reduces                         
United States Federal income taxes on a dollar-for-dollar                       
basis, while a deduction merely reduces the taxpayer's                          
income subject to tax.  This election is made on a year-by-                     
year basis and applies to all foreign income taxes (or taxes                    
in lieu of income tax) paid by (or withheld from) the U.S.                      
Holder during the year.  There are significant and complex                      
limitations which apply to the credit, among which is the                       
general limitation that the credit cannot exceed the                            
proportionate share of the U.S. Holder's United States                          
income tax liability that the U.S. Holder's foreign source                      
income bears to his/her or its worldwide taxable income in                      
the determination of the application of this limitation. The                    
various items of income and deduction must be classified                        
into foreign and domestic sources. Complex rules govern this                    
classification process.  In addition, this limitation is                        
calculated separately with respect to specific classes of                       
income such as "passive income", "high withholding tax                          
interest", "financial services income", "shipping income",                      
and certain other classifications of income. Dividends                          
distributed by the Company will generally constitute                            
"passive                                                                        
income" or, in the case of certain U.S. Holders, "financial                     
services income" for these purposes.  The availability of                       
the foreign tax credit and the application of the                               
limitations on the credit are fact specific and holders and                     
prospective holders of common shares of the Company should                      
consult their own tax advisors regarding their individual                       
circumstances.                                                                  

Disposition of Common Shares of the Company                                     
A U.S. Holder will recognize gain or loss upon the sale of                      
common shares of the Company equal to the difference, if                        
any, between (I) the amount of cash plus the fair market                        
value of any property received, and (ii) the shareholder's                      
tax basis in the common shares of the Company.  Preferential                    
tax rates apply to long-term capital gains of U.S. Holders                      
which are individuals, estates or trusts. This gain or loss                     
will be capital gain or loss if the common shares are                           
capital assets in the hands of the U.S. Holder, which will                      
be a short-term or long-term capital gain or loss depending                     
upon the holding period of the U.S. Holder.  Gains and                          
losses are netted and combined according to special rules in                    
arriving at the overall capital gain or loss for a                              
particular tax year. Deductions for net capital losses are                      
subject to significant limitations.  For U.S. Holders which                     
are not corporations, any unused portion of such net capital                    
loss may be carried over to be used in later tax years until                    
such net capital loss is thereby exhausted, but individuals                     
may not carry back capital losses. For U.S. Holders which                       
are corporations (other than corporations subject to                            
Subchapter S of the Code), an unused net capital loss may be                    
carried back three years from the loss year and carried                         
forward five years from the loss year to be offset against                      
capital gains until such net capital loss is thereby                            
exhausted.                                                                      

Other Considerations                                                            
In the following circumstances, the above sections of the                       
discussion may not describe the United States Federal income                    
tax consequences resulting from the holding and disposition                     
of common shares of the Company.                                                

Foreign Personal Holding Company                                                
If at any time during a taxable year more than 50% of the                       
total combined voting power or the total value of the                           
Company's outstanding shares is owned, actually or                              
constructively, by five or fewer individuals who are                            
citizens or residents of the United States and 60% (50%                         
after the first tax year) or more of the Company's gross                        
income for such year was derived from certain                                   
passive sources (e.g. from dividends received from its                          
subsidiaries), the Company would be treated as a "foreign                       
personal holding company."  In that event, U.S. Holders that                    
hold common shares of the Company would be required to                          
include in gross income for such year their allocable                           
portions of such passive income to the extent the Company                       
does not actually distribute such income.                                       

The Company does not believe that it currently has the                          
status of a "foreign personal holding company".                                 
However, there can be no assurance that the Company will not                    
be considered a foreign personal holding company for the                        
current or any future taxable year.                                             

Foreign Investment Company                                                      
If 50% or more of the combined voting power or total value                      
of the Company's outstanding shares are held, actually or                       
constructively, by citizens or residents of the United                          
States, United States domestic partnerships or corporations,                    
or estates or trusts other than foreign estates or trusts                       
(as defined by the Code Section 7701(a)(31), and the Company                    
is found to be engaged primarily in the business of                             
investing, reinvesting, or trading in securities,                               
commodities, or any interest therein, it is possible that                       
the Company might be treated as a "foreign investment                           
company" as defined in Section 1246 of the Code, causing all                    
or part of any gain realized by a U.S. Holder selling or                        
exchanging common shares of the Company to be treated as                        
ordinary income rather than capital gains.                                      

Passive Foreign Investment Company                                              
As a foreign corporation with U.S. Holders, the Company                         
would potentially be treated as a passive foreign investment                    
company ("PFIC"), as defined in Section 1297 of the Code,                       
depending upon the percentage of the Company's income which                     
is passive, or the percentage of the Company's assets which                     
produce or are held for the production of passive income.                       
U.S. Holders owning common shares of a PFIC are subject to                      
the highest rate of tax on ordinary income in effect for the                    
applicable taxable year and to an interest charge based on                      
the value of deferral of tax for the period during which the                    
common shares of the PFIC are owned, in addition to the                         
treatment of gain realized on the disposition of common                         
shares of the PFIC as ordinary income rather than capital                       
gain. However, if the U.S. Holder makes a timely election to                    
treat a PFIC as a qualified electing fund ("QEF") with                          
respect to such shareholder's interests therein, the above-                     
described rules generally will not apply. Instead, the                          
electing U.S. Holder would include annually in his gross                        
income his pro rata share of the PFIC's ordinary earnings                       
and net capital gain regardless of whether such income or                       
gain was actually distributed. A U.S. Holder of a QEF can,                      
however, elect to defer the payment of United States federal                    
income tax on such income inclusions subject to an interest                     
charge.  Special rules apply to U.S. Holders who own their                      
interests in a PFIC through intermediate entities or                            
persons.  In addition, subject to certain limitation, U.S.                      
Holders owning (actually or constructively) marketable stock                    
in a PFIC will be permitted to elect to mark that stock to                      
market annually, rather than being subject to the excess                        
distribution regime of section 1291 described above.                            
Amounts included in or deducted from income under this                          
alternative (and actual gains and losses realized upon                          
disposition, subject to certain limitations) will be treated                    
as ordinary gains or losses. This alternative will apply to                     
taxable years of U.S.  Holders beginning after 1997 and                         
taxable years of foreign corporations ending with or within                     
such taxable years of U.S. Holders.                                             

The management of the Company believes that the Company is                      
not a                                                                           
PFIC.  However, there can be no assurance that the Company's                    
determination concerning its PFIC status will not be                            
challenged by the IRS, or that it will be able to satisfy                       
record-keeping requirements which will be imposed on QEFs.                      

Controlled Foreign Corporation                                                  
A Controlled Foreign Corporation (CFC) is a foreign                             
corporation more than 50% of whose stock by vote or value                       
is, on any day in the corporation's tax year, owned                             
(directly or indirectly) by U.S. Shareholders. If more than                     
50% of the voting power of all classes of stock entitled to                     
vote is owned, actually or constructively, by citizens or                       
residents of the United States, United States domestic                          
partnerships and corporations or estates or trusts other                        
than foreign estates or trusts, each of whom own actually or                    
constructively 10% or more of the total combined voting                         
power of all classes of stock of the Company could be                           
treated as a "controlled foreign corporation" under Subpart                     
F of the Code.  This classification would effect many                           
complex results, one of which is the inclusion of certain                       
income of a CFC which is subject to current U.S. tax.  The                      
United States generally taxes United States Shareholders of                     
a CFC currently on their pro rata shares of the Subpart F                       
income of the CFC. Such United States Shareholders are                          
generally treated as having received a current distribution                     
out of the CFC's Subpart F income and are also subject to                       
current U.S. tax on their pro rata shares of the CFC's                          
earnings invested in U.S. property. The foreign tax credit                      
described above may reduce the U.S. tax on these amounts.                       
In addition, under Section 1248 of the Code, gain from the                      
sale or exchange of shares by a U.S. Holder of common shares                    
of the Corporation which is or was a                                            
United States Shareholder at any time during the fiveyear                       
period ending with the sale or exchange is treated as                           
ordinary income to the extent of earnings and profits of the                    
Company (accumulated in corporate tax years beginning after                     
1962, but only while the shares were held and while the                         
Company was "controlled") attributable to the shares sold or                    
exchanged.  If a foreign corporation is both a PFIC and a                       
CFC, the foreign corporation generally will not be treated                      
as a PFIC with respect to the United                                            
States Shareholders of the CFC. This rule generally will be                     
effective for taxable years of United States Shareholders                       
beginning after 1997 and for taxable years of foreign                           
corporations ending with or within such taxable years of                        
United States Shareholders. The PFIC provisions continue to                     
apply in the case of PFIC that is also a CFC with respect to                    
the U.S.                                                                        
Holders that are less than 10% shareholders.  Because of the                    
complexity of Subpart F, a more detailed review of these                        
rules is outside of the scope of this discussion.                               

The amount of any backup withholding will not constitute                        
additional tax and will be allowed as a credit against the                      
U.S. Holder's federal income tax liability.                                     

Filing of Information Returns                                                   
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.                                 

ITEM 11.  DISCLOSURES ABOUT MARKET RISK                                         
Not Applicable                                                                  
ITEM 12.  DESCRIPTION OF OTHER SECURITIES                                       

Not Applicable                                                                  

Part II                   

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND                                     
DELINQUENCIES                                                                   

Not Applicable                                                                  

ITEM 14.  MODIFICATIONS OF RIGHTS OF SECURITIES                                 
HOLDERS AND USE OF PROCEEDS                                                     

Not Applicable                                                                  

Part III                    

ITEM 17.  FINANCIAL STATEMENTS                                                  

The Company's financial statements are stated in Canadian                       
Dollars (CDN$) and are prepared in accordance with Canadian                     
Generally Accepted Accounting Principles (GAAP), the                            
application of which, in the case of the Company, conforms                      
in all material respects for the periods presented with                         
United States GAAP, except as discussed in footnotes to the                     
financial statements.                                                           

The financial statements as required under Item 17 are                          
attached hereto and found immediately following the text of                     
this Registration Statement.  The audit                                         
report of Davidson and Company, independent Chartered                           
Accountants, is included herein immediately preceding the                       
financial statements and schedules.                                             

Audited Financial Statements as at December 31, 2002.                           

ITEM 18.  FINANCIAL STATEMENTS                                                  

The Company has elected to provide financial statements                         
pursuant to Item 17.                                                            
ITEM 19.  EXHIBITS                                                              

A.   The financial statements thereto as required                               
under Item 17                                                                   
are attached hereto and found immediately following the               
text of this Annual Report.  The report of Davidson and               
Company, independent Chartered Accountants, for the                   
audited financial statements are included herein                      
immediately preceding the audited financial statements.               

Audited Financial Statements                                          
Auditor's Report, dated April 17, 2003                    

Consolidated Balance Sheets at December 31, 2002 and                            
December 31, 2001.                                                              

Consolidated Statement of Operations for the years                    
ended December 31, 2002, December 31, 2001 and December               
31, 2000.                                                             

Consolidated Statement of Cash Flows for the years ended                      
December 31, 2002, December 31, 2001 and                    
December 31, 2000.                                                              
Consolidated Statement of Changes in Stockholders' Equity                     
from December 31, 1999 to December 31, 2002.                    

Notes To The Consolidated Financial Statements B.                     

SIGNATURE PAGE  (see last page hereof)                                          

   RADIUS EXPLORATIONS LTD. CONSOLIDATED
FINANCIAL STATEMENTS                    
(Expressed in                   
Canadian dollars)                       

DECEMBER 31,              
2002                                                                            
DAVIDSON & COMPANY   Chartered                                                  
Accountants                                                                     
A Partnership of Incorporated                                               
Professionals INDEPENDENT AUDITORS' REPORT                                      
To the Shareholders of                                                          
Radius Explorations Ltd.                                                        

We have audited the consolidated balance sheets of Radius                       
Explorations                                                                    
Ltd. as at December 31, 2002 and 2001 and the consolidated                      
statements                                                                      
of operations, changes in stockholders' equity and cash                         
flows for the                                                                   
years ended December 31, 2002, 2001 and 2000.  These                            
financial statements, expressed in Canadian dollars, are the                    
responsibility of                                                               
the Company's management.  Our responsibility is to express                     
an opinion                                                                      
on these financial statements based on our audits.                              

We conducted our audits in accordance with Canadian and                         
United States                                                                   
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.                                       

In our opinion, these consolidated 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, changes in its stockholders'                     
equity and its cash flows for                                                   
the years ended December 31, 2002, 2001 and 2000 in                             
accordance with                                                                 
Canadian generally accepted accounting principles. As                           
required by the                                                                 
Company Act of British Columbia, we report that, in our                         
opinion, these                                                                  
principles have been applied on a consistent basis.                             

"DAVIDSON & COMPANY"                                                            
Chartered Accountants                                                           
Vancouver, Canada                                                               
April 17, 2003                                                                  

COMMENTS BY AUDITORS FOR                    
U.S. READERS ON CANADA -                    
U.S. REPORTING                    
DIFFERENCES                                 

In the United States, reporting standards require the                           
addition of an                                                                  
explanatory paragraph (following the opinion paragraph) when                    
the financial statements are affected by conditions and                         
events that cast                                                                
substantial doubt on the Company's ability to continue as a                     
going concern, such as those described in Note 1 to the                         
financial statements.  Our report to the shareholders, dated                    
April 17, 2003 is                                                               
expressed in accordance with Canadian reporting standards                       
which do not                                                                    
permit a reference to such events and conditions in the                         
auditors' report when these are adequately disclosed in the                     
financial statements.                                                           
"DAVIDSON & COMPANY"                                                            
Chartered Accountants                                                           
Vancouver, Canada                                                               
April 17, 2003                                                                  
A Member of SC INTERNATIONAL          
1200 - 609 Granville Street, P.O. Box 10372, Pacific                  
Centre, Vancouver, BC, Canada, V7Y 1G6  
Telephone (604) 687-0947  Fax                         
(604) 687-6172                                                                  

RADIUS EXPLORATIONS LTD.                                                        
CONSOLIDATED BALANCE SHEETS (Expressed in Canadian                              
dollars) AS AT DECEMBER 31                                                      

                        2002
2001                                                                            

ASSETS                                                                          

Current                                                                         
Cash and cash equivalents                  $1,858,623                         
$2,620,116                                                                      
Receivables                                 76,917                            
62,384                                                                          
Exploration advances                          -                               
43,792                                                                          
Due from related parties (Note 3)           82,444                            
153,608                   
Prepaid expenses                            53,812                            
71,757                    

Total current assets                       2,071,796                          
2,951,657                                                                       
Mineral properties (Note 4)                 1,209,870                           
1,092,983                                                                       
Deferred exploration costs (Note 5)         5,504,170                           
3,994,411                                                                       
Capital assets (Note 6)                      40,629                             
66,006                                                                          
                  $8,826,465
$8,105,057                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
Current                                                                         
Accounts payable and accrued liabilities   $84,884                            
$207,563                                                                        
Due to related parties (Note 3)             34,827       -                    

Total current liabilities                  119,711                          
207,563                         

Stockholders' equity                                                            
Capital stock (Note 7)                                                        
Authorized                                                                
100,000,000    common  shares without  par                    
value                                               
Issued and outstanding                                                    
22,705,896  (2001 - 17,911,096)                                           
11,652,765                                                                      
10,700,879                                                                      
Share subscriptions received in advance    500,000       -                    

                  12,152,765
10,700,879                                                                      
Deficit                                                                       
(3,446,011)                                                                     
(2,803,385)                                                                     

                 8,706,754
7,897,494                                                                       
                  $8,826,465
$8,105,057                                                                      

Nature and continuance of operations (Note 1)                                   
Commitment (Note 12)                                                            
Subsequent events (Note 14)                                                     

On behalf of the Board:                                                         
"signed"          Direct        "signed"                        
Directo                                                                         
   or                            r
Simon Ridgway                  Mario Szotlender                       

The accompanying notes are an integral part of these                            
consolidated financial statements.                                              
RADIUS EXPLORATIONS LTD.                                                        
CONSOLIDATED STATEMENTS OF OPERATIONS (Expressed in Canadian                    
dollars)                                                                        
YEAR ENDED DECEMBER 31                                                          
      2002
2001     2000                                                                   
EXPENSES                                                                        
Amortization                         $25,377  $                   
17,965  $    638                                                                
Management fees (Note 8)              30,000                                  
30,000  30,000                                                                  
Office and miscellaneous              44,319                                  
61,436  19,937                                                                  
Professional fees (Note 8)            91,077                                  
105,998 70,146                                                                  
Rent and utilities                    76,137                                  
53,868  38,424                                                                  
Salaries and benefits (Note 8)       179,646                                  
301,142   146,160                                                               
Shareholder communication             92,521                                  
529,234 54,778                                                                  
Transfer agent and regulatory fees    33,083                                  
15,764  18,005                                                                  
Travel and accommodation              42,130                          
13,194    18,582                    

Total expenses                                                                  
(614,290)(1,128,601)                                                            
(396,670)                                                                       

OTHER INCOME (EXPENSES)                                                         
Interest income                       32,689                          
57,445    25,641                    
Consulting income                     14,090                                  
20,781      -                                                                   
Recovery of rental expense            39,780       -                    
-                                                                               
Write-off of amounts due  from related                                        
parties                             -          -                      
(139,935)                                                                       
Write-off of mineral properties                                               
(Note 4)                         (91,143)                             
(43,168)     -                                                                  
Write-off of deferred exploration                                           
costs (Note 5)                   (23,752)                             
(12,197)                                                                        
(705,146)                                                                       

Total other income (expenses), net   (28,336)                                 
22,861                                                                          
(819,440)                                                                       

Loss for the year                   $(642,626)                                  
$(1,105,740)$(1,216,110)                                                        

Basic and diluted loss per                                                      
common share                       $ (0.04)    $                        
(0.07)   $                                                                      
(0.15)                                                                          

Weighted  average number of                                                     
common shares outstanding         18,055,597                            
14,859,982                                                                      
8,064,224                                                                       

The accompanying notes are an integral part of these                            
consolidated financial statements.                                              

RADIUS EXPLORATIONS LTD.                                                        
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                       
(Expressed in Canadian dollars)                                                 

          Common     Share
Shares
Subscr                                                                          
Number         Issued               
iption                                                                          
of      Price  and        s         
Deficit                                                                         
Total                                                                           
Shares         Fully                
Receiv                                                                          
       Paid       ed
                  In

Advanc                                                                          
                 e

Balance,                                                                        
December 31, 1999 5,418,000      $1,289,647 $ -                           
$(481,535)                    
$808,112                                                                        

Exercise of stock                                                           
options               15,000 $0.65     9,750   -                            
-                                                                               
9,750                                                                           

Exercise of                                                                 
warrants           1,500,000  0.25   375,000   -                            
-                                                                               
375,000                                                                         
Exercise of                                                                 
warrants           1,250,000  0.40   500,000   -                            
-                                                                               
500,000                                                                         
Issued for cash,                                                            
net of share issue                                                          
costs              1,867,500  0.80 1,455,599   -       -                    
1,455,599                                                                       
Issued for cash      400,000  1.25   500,000   -       -                    
500,000                                                                         
Issued for                                                                  
mineral property      50,000  0.75    37,500   -       -                    
37,500                                                                          
option                                                                      
Issued for                                                                  
mineral property                                                            
option                50,000  0.60    30,000   -       -                    
30,000                                                                          
Loss for the year       -               -      -                            
(1,216,110)(1,216,110)                                                          

Balance,                                                                        
December 31, 2000 10,550,500       4,197,496   -                            
(1,697,645)                                                                     
2,499,851                                                                       

Exercise of                                                                 
warrants           1,797,500  0.80 1,438,000   -       -                    
1,438,000                                                                       
Issued for cash,                                                            
net of share issue                                                          
costs              1,373,334  0.60   819,196   -       -                    
819,196                                                                         
Exercise of stock                                                           
options               55,000  0.60    33,000   -       -                    
33,000                                                                          
Issued for cash,                                                            
net of share issue                                                          
costs              3,904,762  1.05 4,055,187   -       -                    
4,055,187                                                                       
Exercise of stock                                                           
options               25,000  0.85    21,250   -       -                    
21,250                                                                          
Issued for                                                                  
mineral property                                                            
option               100,000  1.00   100,000   -       -                    
100,000                                                                         
Exercise of stock                                                           
options              105,000  0.35    36,750   -       -                    
36,750                                                                          
Loss for the year       -               -      -                            
1,105,740)                                                                      
(1,105,740)                                                                     

Balance,                                                                    
December 31, 2001 17,911,096      10,700,879   -                            
(2,803,385)                                                                     
7,897,494                                                                       

Issued for cash,                                                            
net of share issue                                                          
costs              4,794,800  0.20   951,886   -       -                    
951,886                                                                         
Share subscriptions                                                         
received                -               -                                   
500,000                          -                                              
500,000                                                                         

Loss for the year       -               -       -                           
(642,626)                                                                       
(642,626)                                                                       

Balance,                                                                    
December 31, 2002 22,705,896                                                
$11,652,765$500,000$(3,446,011)$8,706,754                                       

The accompanying notes are an integral part of these                            
consolidated                                                                    
financial statements.                                                           
RADIUS EXPLORATIONS LTD. CONSOLIDATED STATEMENT OF CASH                         
FLOWS (Expressed in Canadian dollars) YEAR ENDED DECEMBER 31                    
2002              2001                                                      
2000                                                                            
CASH FLOWS FROM OPERATING                                                       
ACTIVITIES                                                                      
Loss for the year          $(642,626) $(1,105,740)                            
$(1,216,110)                            
Items not affecting cash:                                                     
Amortization              25,377    17,965                                
638                                                                             
Write-off of amounts        -         -                                   
139,935                                                                         
due from related parties                                                        
Write-off of mineral      91,143    43,168          -                     
properties                                                                      
Write-off of deferred     23,752    12,197       705,146                  
exploration costs                                                               

Changes in non-cash                                                           
working capital items:                                                          
Increase in receivables  (14,533)   (24,868)     (24,936)                 
(Increase) decrease in    17,945     1,679       (50,703)                 
prepaid expenses                                                                
Increase (decrease) in   (122,679)   1,142        92,948                  
accounts payable and                                                            
accrued liabilities                                                             

Net cash used in           (621,621)  (1,054,457)                             
(353,082)                             
operating activities                                                            

CASH FLOWS FROM FINANCING                                                       
ACTIVITIES                                                                      
Net proceeds from          951,886    6,403,383                             
2,840,349                             
issuance of capital stock                                                       
Share subscriptions        500,000      -             -                   

Net cash provided by       1,451,886  6,403,383                             
2,840,349                             
financing activities                                                            

CASH FLOWS FROM INVESTING                                                       
ACTIVITIES                                                                      
Mineral properties         (208,030)  (491,052)                               
(369,175)                                                                       
Acquisition of capital        -       (64,006)     (18,002)                   
assets                                                                          
Exploration advances        43,792    (43,792)        -                   
Due from related parties    71,164    (127,879)    (63,270)                   
Deferred exploration       (1,533,5   (2,548,661)                             
(1,900,895)                                                                     
costs                       11)                                                 
Due to related parties      34,827      -             -                   

Net cash used in           (1,591,7   (3,275,390)                             
(2,351,342)                             
investing activities        58)                                                 

Increase (decrease) in      (761,493)  2,073,536    135,925                     
cash and cash equivalents                                                       
during the year                                                                 

Cash and cash equivalents,  2,620,116  546,580      410,655                     
beginning of year                                                               
Cash and cash equivalents,  $1,858,623 $2,620,116   $546,580                    
end of year                                                                     
Cash paid for interest      $  -       $ -          $                           
1,153                                                                           
Cash paid for income taxes  $  -       $ -          $                           
-                                                                               
Supplemental disclosure with respect to cash flows                              
(Note 9)                                                                        

The accompanying notes are an integral part of these                            
consolidated financial statements.                                              

RADIUS EXPLORATIONS LTD.                                                        
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                                  
(Expressed in Canadian dollars)                                                 
DECEMBER 31, 2002                                                               

1.   NATURE AND CONTINUANCE OF OPERATIONS                                       
The Company was incorporated on September 9,                          
1997 under the laws of the Province of British                        
Columbia, Canada and its principal business activity is               
the exploration and development of mineral properties.                
The Company is in the process of exploring and                        
developing its mineral properties and has not yet                     
determined whether these properties contain ore                       
reserves that are economically recoverable. The                       
recoverability of the amounts shown for mineral                       
properties and related deferred costs are dependent                   
upon the existence of economically recoverable                        
reserves, the ability of the Company to obtain                        
necessary financing to complete the development of                    
those reserves and upon future profitable production.                 
To date, the Company has not earned significant                       
revenues and is considered to be in the development                   
stage.                                                                
These consolidated financial statements have                    
been prepared on a going concern basis which assumes                  
that the Company will be able to realize its assets and               
discharge its liabilities in the normal course of                     
business for the foreseeable future. The continuing                   
operations of the Company are dependent upon its                      
ability to continue to raise adequate financing and to                
commence profitable operations in the future.                         

                          2002      2001
Working capital                                                                 
$1,952,0  $                                                                     
              85
2,744,09                                                                        
                                 4
Deficit                                                                         
(3,446,0                                                                        
               11)
(2,803,3                                                                        
                                   85)

2.   SIGNIFICANT ACCOUNTING POLICIES                                            

Estimates                                                             

The preparation of financial statements in conformity                 
with Canadian generally accepted accounting principles                
requires management to make estimates and assumptions                 
that affect the reported amount of assets and                         
liabilities and disclosure of contingent assets and                   
liabilities at the date of the financial statements and               
the reported amount of revenues and expenses during the               
year.  Actual results could differ from these                         
estimates.                                                            
Principles of consolidation                                           
These consolidated financial statements include the                   
accounts of the Company and its wholly-owned                          
subsidiaries, Minerales Sierra Pacifico S.A. and                      
Exploraciones Mineras de Guatemala S.A., companies                    
incorporated under the laws of Guatemala, Minera                      
Intermining de Mexico S.A. de C.V., a company                         
incorporated under the laws of Mexico, Minerales de                   
Nicaragua Sociedad Anomima, a company incorporated                    
under the laws of Nicaragua and Radius Panama                         
Corporation and Corporacion Geologica de Panama,                      
companies incorporated under the laws of Panama.  All                 
significant inter-company transactions have been                      
eliminated upon consolidation.                                        
Cash and cash equivalents                                             
Cash and equivalents included highly liquid investments               
with original maturities of three months or less.                               
Allowance for receivables                                             
The Company establishes an allowance for receivables on               
a specific account basis.  No allowance for receivables               
were recorded by the Company as at December 31, 2002                  
and 2001. Mineral properties                                          
The Company records its interests in mineral properties               
and areas of geological interest at cost.  All direct                 
and indirect costs relating to the acquisition of these               
interests are capitalized on the basis of specific                    
claim blocks or areas of geological interest until the                
properties to which they relate are placed into                       
production, sold or where management has determined                   
there to be an impairment. These costs will be                        
amortized on the basis of units produced in relation to               
the proven reserves available on the related property                 
following commencement of production.  Mineral                        
properties which are sold before that property reaches                
the production stage will have all revenues from the                  
sale of the property credited against the cost of the                 
property. Properties which have reached the production                
stage will have a gain or loss calculated based on the                
portion of that property sold.                                        
The recorded cost of mineral exploration interests is                 
based on cash paid, the assigned value of share                       
considerations and exploration and development costs                  
incurred. The recorded amount may not reflect                         
recoverable value as this will be dependant on the                    
development program, the nature of the mineral deposit,               
commodity prices, adequate funding and the ability of                 
the Company to bring its projects into production.                    
Deferred exploration costs                                            
The Company defers all exploration expenses relating to                         
mineral properties and areas of geological interest until                       
the properties to which they relate are placed into                             
production, sold or where management has determined there to                    
be an impairment. These costs will be amortized over the                        
proven reserves available on the related property following                     
commencement of production.                                                     

Cost of maintaining mineral properties                    

The Company does not accrue the estimated future costs of                   
maintaining its mineral properties in good standing.                            

Environmental expenditures                                            

The operations of the Company have been and may in the                
future be affected from time to time in varying degree                
by changes in environmental regulations, including                    
those for future removal and site restoration costs.                  
Both the likelihood of new regulations and their                      
overall effect upon the Company are not predictable.                  

Foreign currency translation                                          

Financial statements of the Company's foreign                         
subsidiaries are translated using the temporal method                 
whereby all monetary assets and liabilities are                       
translated at the rate of exchange at the balance sheet               
date.  Nonmonetary assets and liabilities are                         
translated at exchange rates prevailing at the original               
transaction date.  Income and expenses are translated                 
at rates which approximate those in effect on                         
transaction dates.  Gains and losses arising from                     
restatement of foreign currency items are included in                 
operating results.                                                    

Capital assets and amortization                                       

Capital assets are recorded at cost and amortized over                
their estimated useful lives using the straight-line                  
method as follows:                                                    

Furniture and equipment                       5 years               
Trucks                                                              
5 years                                                             
Stock-based compensation                                              
The Company grants options in accordance with the policies                      
of the TSX Venture Exchange ("TSX-V"). Effective January 1,                     
2002, the Company adopted the new CICA Handbook Section 3870                    
"Stock-Based Compensation and Other Stock-Based Payments",                      
which recommends that fair value-based methodology for                          
measuring compensation costs.  The new section also permits,                    
and the Company has adopted, the use of the intrinsic value-                    
based method, which recognizes compensation cost for awards                     
to employees only when the market price exceeds the exercise                    
price at date of grant, but requires pro-forma disclosure of                    
earnings and earnings per share as if the fair value method                     
had been adopted.                                                               
Loss per share                                                        
The Company uses the treasury stock method to compute the                       
dilutive effect of options, warrants and similar                      
instruments.  Under this method, the dilutive effect on               
earnings per share is recognized on the use of the                    
proceeds that could be obtained upon exercise of                      
options, warrants and similar instruments.  It assumes                
that the proceeds would be used to purchase common                    
shares at the average market price during the year.                   
For the years presented, this proved to be anti-                      
dilutive.                                                             

Basic loss per share is calculated using the                          
weightedaverage number of common shares outstanding                   
during the year.                                                      

Future income taxes                                                   

Future income taxes are recorded using the asset and                            
liability method.  Under the asset and liability                      
method, future tax assets and liabilities are                         
recognized for the future tax consequences attributable               
to differences between the financial statement carrying               
amounts of existing assets and liabilities and their                  
respective tax bases.  Future tax assets and                          
liabilities are measured using the enacted or                         
substantively enacted tax rates expected to apply when                
the asset is realized or the liability settled.  The                  
effect on future tax assets and liabilities of a change               
in tax rates is recognized in income in the period that               
substantive enactment or enactment occurs.  To the                    
extent that the Company does not consider it more                     
likely than not that a future tax asset will be                       
recovered, it provides a valuation allowance against                  
the excess.                                                           
Comparative figures                                                   
Certain  comparative  figures  have  been reclassified                
to conform with the current year's presentation.                      

3.   DUE FROM/TO RELATED PARTIES                                                

Amounts due from or to related parties are unsecured,                 
noninterest bearing with no fixed terms of repayment.                 
The fair value of amounts due from or to related                      
parties is not determinable as they have no repayment                 
terms.                                                                

4.   MINERAL PROPERTIES                                                         

Title to mineral properties involves certain inherent                 
risks due to the difficulties of determining the                      
validity of certain claims as well as the potential for               
problems arising from the frequently ambiguous                        
conveyancing history characteristic of many mineral                   
properties.  The Company has investigated title to all                
of its                                                                
mineral properties and, to the best of its knowledge,                 
title to all of its properties are in good standing.                  
The properties in which the Company has committed to                  
earn an interest are located in Guatemala and Mexico                  
and the Company is therefore relying on title opinion                 
by legal counsel who are basing such opinions on the                  
laws of Guatemala and Mexico, respectively.                           
           2002       2001
Company Project, Guatemala            $21,896    $  -                           
Joint Venture Projects with Gold      1,166,078                                 
1,092,983                                                                       
Fields Exploration Inc., Guatemala                                              
Joint Venture Project with Pillar      21,896                                   
-                                                                               
Resources Inc., Guatemala                                                       

                 $1,209,870 $1,092,983

Company Project, Guatemala                                            

Holly, Guatemala                                                      

During the current year, the Company acquired                         
a 100% interest in the Holly Project by                   
paying US$13,750 (CDN$21,896).                                        

Joint Venture Projects with Gold Fields                   
Exploration Inc., Guatemala                                           

In fiscal 2001, the Company entered into a Joint                      
Venture Agreement with Gold Fields Exploration Inc.                   
("Gold Fields"), a company related by a common                        
director, on the following concessions in Guatemala:                  
El Tambor, Tierra Blanca, Bella Vista, El Paraiso and Cipres                    
I.                                                                    
Participation is                 Company  Gold                                  
                Fields Since
November 1, 2001:                                                               
Acquisition costs              45%      55%                                 
Since December 1, 2001:                                                         
Operation costs                35%      65%                                 

El Tambor Guatemala                                             

In 1999, the Company entered into an option agreement                 
to acquire a 100% interest in the El Tambor Gold                      
Project in Guatemala, pursuant to which, the Company                  
paid $195,000 and issued 100,000 common shares at a                   
value of $67,500.  In 2001, the option agreement was                  
terminated and replaced with a new agreement whereby                  
the Company purchased a 100% right to the El Tambor                   
Gold Project in consideration of the payment of $80,000               
and the issuance of 100,000 common shares at a value of               
$100,000.                                                             

The Company also paid the underlying vendor of the                    
property US$65,000 and is required to pay an additional               
US$500,000 in instalments by 2004. The vendor is also                 
entitled to a 2.5% net                                                
smelter royalty, for which advance payments of                        
US$50,000 are required semi-annually commencing in 2004               
until the concession starts production. Payments during               
the current year totalled $52,175 (2001 - $447,362) in                
acquisition costs.                                                    
As at December 31, 1999, the Company had advanced an                  
aggregate of $72,236 to a subsidiary of the optionor                  
for exploration activities on or with respect to the                  
property. In fiscal 2000, the Company agreed, as                      
additional consideration to the option agreement, to                  
forgive this loan.                                                    
In fiscal 2000, the Company also entered into an option               
agreement with Glamis Gold Ltd. ("Glamis") for an                     
extension to the El Tambor Gold Project area in                       
consideration of the payment of US$100,000 to Glamis,                 
of which US$25,000 was paid in fiscal 1999.  The                      
Company made the full US$75,000 payment in fiscal 2001.               
Tierra Blanca, Guatemala                                              
In fiscal 2000, the Company entered into an option                    
agreement to acquire a 100% interest in the Tierra                    
Blanca Project.  To acquire the interest, the Company                 
paid US$15,000 and is required to make future cash                    
payments totalling US$985,000 by 2005.  Payments during               
the current year totalled $27,894 (2001 - $40,495) in                 
acquisition costs.                                                    
During the current year, the Company decided, based on                
its exploration results to date, to do no further                     
exploration on the property, and $91,143 in acquisition               
costs and $23,752 in deferred exploration costs were                  
written-off to operations.                                            
Bella Vista (including Santa Margarita, Unidad Tipo, La                         
Laguna, Carlos Antonio), Guatemala                                              
In fiscal 2000, the Company entered into an option                    
agreement to acquire a 100% interest in the Bella Vista               
Project.  To acquire the interest, the Company paid                   
US$10,000 and is required to make future cash payments                
totalling US$490,000 by 2004.                                         
During the current year, the Company also entered into                
an option agreement to extend the Bella Vista Project                 
area in consideration of the payment of US$20,000.                    
Payments during the current year totalled $84,169 (2001               
- $52,327) in acquisition costs.                                      
The Company must also make monthly payments of US$10,000                  
after four years and one month from the date of the                   
agreement, as advances from net smelter returns, and a                
2.5% net smelter return royalty.                                      

El Paraiso, Guatemala                                                 
In fiscal 2000, the Company entered into an option                    
agreement to acquire a 100% interest in the El Paraiso                
Project.  To acquire the interest, the Company paid                   
US$10,000 and is required to make future cash payments                
totalling                                                             
US$450,000 by 2004.                                                   
In fiscal 2001, the Company decided, based on                   
its exploration results to date, to do no further                     
exploration on the property, and $43,168 in acquisition               
costs and $1,931 in deferred exploration costs were                   
written-off to operations.                                            
Cipres I, Guatemala                                                   
In fiscal 2000, the Company entered into an option                    
agreement to acquire a 100% interest in Cipres I                      
Project.  To acquire the interest, the Company paid                   
US$15,000 and is required to make future cash payments                
totalling US$645,000 by 2004.                                         
The Company must also make monthly payments of US$10,000                  
after four years and one month from the date of the                   
agreement, as advances from net smelter returns, and a                
2.5% net smelter return royalty.                                      

In fiscal 2001, the Company spent a total of $23,122 on               
the Cipres I Project acquisition.                                     
The portion of Cipres I Project optioned from                   
third parties has been terminated and the portion                     
acquired directly by staking continues to be part of                  
the Joint Venture Agreement with Gold Fields.                         

Joint Venture Project with Pillar Resources                   
Inc., Guatemala                                                                 

Marimba, Guatemala                                                    

During the current year, the Company entered into an                  
option agreement to acquire a 100% interest in the                    
Marimba Project. To acquire the interest, the Company                 
paid US$13,750. Payments during the current year                      
totalled $21,896.                                                     

The Company also signed an option agreement with Pillar               
Resources Inc. ("Pillar"), a company related by common                
directors, whereby Pillar can earn a 60% interest in                  
the project.  To exercise the option, Pillar paid to                  
the Company US$30,000 upon regulatory acceptance of the               
transaction, and must incur a total of $2.5 million in                
exploration expenditures on the project over three                    
years.  Once Pillar                                                   
has acquired the 60% interest, the Company has the                    
right to require Pillar to purchase the remaining 40%                 
of the project held by the Company's subsidiary in                    
consideration for a 40% equity interest in Pillar                     
(assuming Pillar has no material assets at that time                  
other than the 60% interest in Marimba). Pillar has                   
also agreed to honour a right of first refusal held by                
Gold Fields Exploration B.V. pursuant to a prior                      
agreement between the Company and Gold Fields, which                  
requires that if Pillar proposes to transfer any of its               
interest in the Marimba Project to a third party, it                  
must first offer to transfer such interest to Gold                    
Fields.                                                               
Joint Venture Project with Barrick Gold                   
Corporation, Mexico                                                             
El Salitre, Mexico                                                    
The Company previously acquired by staking, an                        
exploration concession in the State of Guanajuato,                    
Mexico.  In fiscal 2000, the Company signed a financing               
and option agreement with Barrick Gold Corporation                    
("Barrick"), whereby Barrick could earn a 50% interest                
in the project.                                                       
Joint Venture Project with Barrick Gold                   
Corporation, Mexico (cont'd.)                                         
El Salitre, Mexico (cont'd.)                                          
The Company and Barrick subsequently decided to abandon               
the project and consequently, all related costs were                  
written-off to operations in fiscal 2000.  In fiscal                  
2001, the Company incurred an additional $10,266 in                   
exploration costs which were written-off to operations.               

5.   DEFERRED EXPLORATION COSTS                                                 

Joint   
        Venture    Joint
Projects
Venture                                                                         
with    
Project                                                                         
Company    Gold       with    
Projects,  Fields,            
Pillar,                                                                         
Guatemala  Guatemala Guatemala
2002                                                                            

Balance, beginning of    $99,836  $3,848,628 $45,947                            
$3,994,411                                                                      
year                                                                            

Additions                                                                       
Automobile              39,089      -        4,439                          
43,528                                                                          
Camp, food and          40,043      -        6,896                          
46,939                                                                          
supplies                                                                        
Drilling                163,853   21,144      -                             
184,997                                                                         
Equipment                 4,491      -                                      
442    4,933                                                                    
Equipment rental          6,975      -         -                            
6,975                                                                           
Medical expenses         43,523       263                                   
1,861   45,647                                                                  
Property payments          -           58      -                            
58                                                                              
Rent and utilities       28,801      -                                      
5,110   33,911                                                                  
Repairs and               5,359      -                                      
196    5,555                                                                    
maintenance                                                                     
Salaries and wages       89,381       616                                   
5,102   95,099                                                                  
Exploration               3,584    16,421                                   
579   20,584                                                                    
administration                                                                  
Geological consulting   529,155    21,791                                   
29,607  580,553                                                                 
Licenses, rights and     62,881      -                                      
6,725   69,606                                                                  
taxes                                                                           
Materials                 9,669      -        1,128                         
10,797                                                                          
Telephone                21,806      -        5,302                         
27,108                                                                          
Travel and              114,416      -        2,273                         
116,689                                                                         
accommodation                                                                   
Geochemistry and        185,266       976     5,717                         
191,959                                                                         
geophysics                                                                      
Legal and accounting     41,589       212       227                         
42,028                                                                          
Reports, drafting and    49,271       950     2,043                         
52,264                                                                          
maps                                                                            
Shipping                  1,480        81        54                         
1,615                                                                           
1,440,632     62,512            
77,701 1,580,845                                                                
1,540,468  3,911,140            
123,648 5,575,256 Expenditures recovered       -         -                      
(47,334)                                                                        
(47,334)                                                                        
Written-off during the year  -       (23,752)     -                             
(23,752)                                                                        

Balance, end of year   $1,540,468 $3,887,388                                    
$76,314 $5,504,170                                                              

   Joint
Joint                                                                           
     Venture
Venture                                                                         
El                 Projects             
Project                                                                         
Salitre            with                 
with                                                                            
Gold     Company   Gold        Pillar,  
Project, Projects, Fields,              
Mexico   Guatemala Guatemala   Guatemala
2001                                                                            

Balance, beginning  $  -     $  -     $1,457,947                                
$ $1,457,947                                                                    
of year                                                                         

Additions                                                                       
Automobile           -         387      93,701        741                   
94,829                                                                          
Camp, food and       -         670      76,883      2,170                   
79,723                                                                          
supplies                                                                        
Drilling             -        -        330,313       -                      
330,313                                                                         
Equipment            -        -          7,765        339                   
8,104                                                                           
Equipment rental     -        -         84,031       -                      
84,031                                                                          
Medical expenses       64    3,035      38,315      1,224                   
42,638                                                                          
Property payments    -        -         41,544       -                      
41,544                                                                          
Rent and              728     -         58,660      1,392                   
60,780                                                                          
utilities                                                                       
Repairs and          -        -          9,584         11                   
9,595                                                                           
maintenance                                                                     
Salaries and        1,155    5,852     155,086        910                   
163,003                                                                         
wages                                                                           
Exploration           629        4      18,486         13                   
19,132                                                                          
administration                                                                  
Geological          1,876   33,457     782,127     22,300                   
839,760                                                                         
consulting                                                                      
Licenses, rights      690   31,883      44,208                              
-                                                                               
76,781                                                                          
and taxes                                                                       
Materials            -        -         29,378                              
404                                                                             
29,782                                                                          
Telephone              15     -         38,866                              
1,066                                                                           
39,947                                                                          
Travel and           -      12,813     162,684                              
12,576                                                                          
188,073                                                                         
accommodation                                                                   
Geochemistry and     -       8,791     191,780                              
1,468                                                                           
202,039                                                                         
geophysics                                                                      
Legal and           2,186      631      89,749                              
665                                                                             
93,231                                                                          
accounting                                                                      
Reports, drafting   2,524    2,313     137,330                              
661                                                                             
142,828                                                                         
and maps                                                                        
Shipping              399     -          2,122                              
7                                                                               
2,528                                                                           

10,266   99,836   2,392,612           
45,947 2,548,661                                                                
10,266   99,836   3,850,559           
45,947 4,006,608                                                                
Written-off during  (10,266)    -         (1,931)                               
(12,197)                                                                        
the year                                                                        

Balance, end of     $  -     $99,836  $3,848,628                                
$45,947 $3,994,411                                                              
year                                                                            

6.   CAPITAL ASSETS                                                             

2002                                
2001                                                                            

Accumu   Net                    
Accumul   Net Cost       lated    Book              
Cost    ated      Book                              
Amorti   Value                    
Amortiz   Value zation              
ation                               

Furniture     $23,773 $14,314 $ 9,459  $23,773                                  
$9,717   $14,056                                                                
and equipment                                                                   
Trucks         62,340  31,170  31,170   62,340                                  
10,390    51,950                                                                

$86,113 $45,484 $40,629  $86,113 $20,107            
$66,006                                                                         
7.   CAPITAL STOCK                                                              

Escrow shares                                                         

As at December 31, 2002, there are 750,000 common shares                    
held in escrow, the release of which is subject to                    
regulatory approval.                                                  

Stock options                                                         

The Company does not have a formal stock option plan but                        
follows the policies of the TSX-V under which it is                   
authorized to grant options up to 10% of its                          
outstanding shares to officers, directors, employees                  
and consultants.                                                      
Under the policies, the exercise price of each option                 
equals the market price of the Company's stock as                     
calculated on the date of grant.  The options are for a               
maximum term of five years.                                           
Stock option transactions and the number of stock options                 
outstanding are summarized as follows:                    
2002               2001                           
2000                                                                            
Weigh             Weigh       
Weight                                                                          
ted               ted         
ed                                                                              
Number    Avera    Number   Avera                 
Number  Averag                                                                  
of        ge       of       ge       of           
e                                                                               
Options   Exerc    Options  Exerc                 
Option  Exerci                                                                  
ise               ise      s  
se                                                                              
Price             Price       
Price                                                                           

Outstanding,                                                                    
beginning                                                                       
year         1,790,000  $0.88    976,000  $0.59                                 
497,000  $0.59                                                                  
Granted          -        -   1,019,000   1.08                                
494,000   0.60                                                                  
Exercised        -        -    (185,000)  0.49                                
(15,000)  0.65                                                                  
Expired/                                                                      
cancelled   (260,000)  0.74    (20,000)  0.60                               
-   -                                                                           

Outstanding,                                                                    
end of year  1,530,000  $0.90  1,790,000  $0.88                                 
976,000  $0.59 Weighted average fair value                                      
of options                                                                  
granted               $ -               $0.48                               
$0.50                                                                           

There is no effect on the consolidated financial                      
statements for the current year as no options were                              
granted during the year.                                                        

The following stock options were outstanding and                      
exercisable at December 31, 2002:                                               
Number    Exercise                                                    
of        Price              Expiry Date                              
Shares                                                                

500,000  $1.25               June 14, 2003                            
232,000   0.65                                                        
October 31, 2004                                                                
40,000   0.65                                                       
December 12, 2004                                                               
339,000   0.60                                                        
November 15, 2005                                                               
54,000   0.68                                                       
January 11, 2006                                                                
125,000   0.85                                                        
January 24, 2006                                                                
20,000   0.94               June                                    
14, 2006                                                                        
220,000   1.00               July                                     
10, 2006                                                                        

Warrants                                                              

The following share purchase warrants were outstanding                
at December 31, 2002:                                                           
Number      Exercis                                                   
of Shares   Price              Expiry Date 1,373,334                  
$0.74              February 28,                                       
2003                                                                            
627,500    1.25                                                   
June 7, 2003                                                                    
900,000    1.25                                                   
June 14, 2003                                                                   
1,904,762    1.25                                                     
July 16, 2003                                                                   
4,794,800    0.25              December 19, 2004 8.                   
RELATED PARTY TRANSACTIONS                                                      

The Company entered into the following transactions with                      
related parties:                                                      

a)Paid or accrued $127,875 (2001 - $133,500; 2000                 
$100,500) in geological consulting fees, which have               
been capitalized to deferred exploration costs, to a              
director and a company controlled by a director.                  

b)      Paid  or accrued $30,000 (2001 $30,000;  2000             
$30,000) in management fees to a company controlled               
by  a director.                                                   

c)      Paid  or accrued $20,625 (2001 $47,200;  2000             
$47,200)  for  administrative services,  which  have              
been included  in salaries and benefits,  to  a                   
director  and officer of the Company.                             

d)      Paid  or accrued $60,000 (2001 $34,194;  2000             
$Nil)  for  consulting services, which have been                  
included in professional  fees,  to  a  company                   
controlled  by  a director.                                       

These  transactions are in the normal course  of                      
operations and are measured at the exchange amount,                   
which is the amount of  consideration established  and                
agreed  to  by  related parties.                                      
9.   SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH                               
FLOWS                                                                           

There were no significant non-cash transactions for the               
year ended December 31, 2002.                                                   
During the year ended December 31, 2001, the Company                  
issued 100,000 common shares with a value of $100,000                 
as payment on the El Tambor Gold Project (Note 4).                    

10.  INCOME TAXES                                                               

A reconciliation of income taxes at statutory rates                   
with the reported taxes is as follows:                                

2002
2001                                                                            
2000                                                                            

Loss for the year              $(642,626)                           
$(1,105,740)                    
$(1,216,110)                                                                    

Income tax recovery at         $(254,480) $                           
(493,160) $                   
(554,546)                                                                       
statutory rates                                                       
Non-deductible items              10,049                              
8,012                                                                           
291                                                                             
Unrecognized benefit of non-     244,431                              
485,148                                                                         
554,255                                                                         
capital losses                                                        

Total income taxes             $    -     $      -                            
$                   
-                                                                               

The significant components of the Company's future income                   
tax are as follows:                                                   
               2002      2001 2000
Future income tax assets:                                             
Capital assets                $   467   $    -                      
$   2,500                                                                       
Non-capital losses carried    878,000                               
752,000   341,000                                                               
forward                                                               

878,467 
752,000   343,500 Future income tax liabilities:                      
Capital assets                   -                                  
(8,000)     -                                                                   
Mineral properties             (4,100)                              

(52,000)  (56,000)                                                              

 (4,100)

(60,000)  (56,000) Valuation allowance                                

(874,367)   (692,000) (287,500) Future income tax $  -                

$    -     $   -                                                      

The Company has available for deduction against future                    
taxable income non-capital losses of approximately                    
$1,800,000.  These losses, if not utilized, will expire               
commencing in 2003.                                                   
Subject to certain restrictions, the Company                    
also has resource expenditures available to reduce                    
taxable income in future years.                                       
Future tax benefits which                                             
may arise as a result of these non-capital losses and                 
resource deductions have not been recognized in these                 
consolidated financial statements.                                    

11.  FINANCIAL INSTRUMENTS                                                      

The Company's financial instruments consist of cash and               
cash equivalents, receivables, amounts due from related               
parties, exploration advances, accounts payable and                   
accrued liabilities and due to related parties.  It is                
management's opinion that the Company is not exposed to               
significant interest, currency or credit risks arising                
from these financial instruments.  The fair values of                 
these financial instruments approximate their carrying                
values, unless otherwise noted.                                       

12.  COMMITMENT                                                                 

The Company has entered into an operating lease                       
agreement for office premises.  The Company also sub leases                     
rental space to other companies which are netted against                        
rental expense.  The annual lease commitment under the lease                    
is as follows:                                                                  

2003                        $76,137                           
2004                         76,137                           
2005                         50,758                           

$203,032

13.  SEGMENT INFORMATION                                                        

Operating segments are defined as components of an                            
enterprise about which separate financial information                 
is available that is evaluated regularly by the chief                 
operation decision maker, or decision-making group, in                
deciding how to allocate resources and in assessing                   
performance. All of the Company's operations are within               
the                                                                   
mining sector relating to gold exploration.  Due to the               
geographic and political diversity, the Company's                     
mining operations are decentralized whereby Mine                      
General Managers are responsible for business results                 
and regional corporate offices provide support to the                 
mines in addressing local and regional issues.  The                   
Company's operations are therefore segmented on a                     
district basis. The Company's resource properties are                 
all located in Guatemala (Notes 4 and 5).                             
The segments' accounting policies are the same as those               
described in the summary of significant accounting                    
policies except that expenses and other items are not                 
allocated to the individual operating segments when                   
determining profit or loss, but are rather attributed                 
to the corporate office.                                              
Details of identifiable assets by geographic                    
segments are as follows:                                              
Deferred Total      Capital         
Mineral             Explorat        
Assets     Assets   Propertie       
ion                                                                             
                    s          Costs

December 31, 2002                                                               
Canada              $1,628,531 $  -     $  -                                  
$  -                                                                            
Guatemala            7,197,934  40,629   1,209,870                            
5,504,170                           

$8,826,465 $40,629  $1,209,870        
$5,504,170                                                                      

December 31, 2001                                                               
Canada              $2,716,308 $  -     $  -                                  
$  -                                                                            
Guatemala            5,388,749  66,066   1,092,983                            
3,994,411                           

$8,105,057 $66,066  $1,092,983        
$3,994,411                                                                      

14.  SUBSEQUENT EVENTS                                                          

The following occurred subsequent to year end:                    

a) A total of                                                     
1,000,000 units were issued for a non-                            
brokered private placement at $0.50 for total                     
proceeds of $500,000 received prior to year end.                  
Each unit consists of a common share and a half non-              
transferable share purchase warrant.  One full                    
warrant entitles the holder to acquire an additional              
common share at $0.55 on or before January 7, 2004.               
A finder's fee was paid of 250,000 warrants                       
exercisable at $0.55 on or before January 7, 2004.                

b)  A total of                                                    
250,000 stock options with an exercise price of                   
$0.60, $0.65 and $0.94 and a total of 1,123,334                   
warrants at $0.74 were exercised. A total of 250,000              
warrants at $0.74 expired unexercised.                            
c)  A total of                                                    
1,495,000 stock options were granted with an exercise             
price of $0.68, $0.90, $0.99, $1.01 and $0.95                     
expiring on January 7, 15, 27, February 6, and April              
2, 2008,                                                          
respectively, for salaries and benefits and                       
consulting fees.                                                  
15.  DIFFERENCES BETWEEN CANADIAN AND UNITED STATES                             
GENERALLY ACCEPTED                                                    
ACCOUNTING PRINCIPLES                                                 
These consolidated financial statements have been                     
prepared in accordance with generally accepted                        
accounting principles in Canada ("Canadian GAAP").                    
Material variations in the accounting principles,                     
practices and methods used in preparing these                         
consolidated financial statements from principles,                    
practices and methods accepted in the United States                   
("United States GAAP") and in SEC Regulation S-X are                  
described and quantified below.                                       
The impact of the differences between Canadian GAAP and               
United States GAAP on the consolidated balance sheets                 
would be as follows:                                                  

2002                           2001                               
Balance             Balance    Balance as                         
Balance                                                                         
as                  as per     per                                
as per                                                                          
per                 United     Canadian                           
United                                                                          
Canadian   Adjustm  States     GAAP        Adjustment States                    
GAAP       ents     GAAP                   s                      
GAAP                                                                            

Curre $2,071,796 $      - $2,071,796 $2,951,657  $ -                    
$2,951,657                                                                      
nt assets                                                                 
Miner  1,209,870  (1,209,870)     -   1,092,983                           
(1,092,983)                           
-                                                                               
al properties                                                             
Defer  5,504,170  (5,504,170)    -    3,994,411                           
(3,994,411)                           
-                                                                               
red exploration costs                                                     
Capit     40,629        -      40,629    66,006                   
-                                                                               
66,006                                                                          
al assets                                                                 

$8,826,465$(6,714,040)$2,112,425$8,105,057$(5,087,394                           
)$3,017,663                                                                     

Current $119,711 $     -    $  119,711  $207,563  $ -                         
$207,563                                                                        
liabilities                                                                 
Share  8,706,754  (6,714,040)1,992,714 7,897,494                            
(5,087,394)                           
2,810,100                                                                       
holders' equity                                                             

$8,826,465$(6,714,040)$2,112,425$8,105,057$(5,087,394 )                         
$3,017,663                                                                      

The impact of the differences between Canadian GAAP and               
United States GAAP on the consolidated statements of                  
operations would be as follows:                                       

   2002           2001        2000
Loss for the year,        $(642,626) $(1,105,740)                               
$(1,216,110)                                                                    
Canadian GAAP                                                                   

Adjustments to mineral  (1,741,541)  (3,084,348)                              
(1,704,660)                             
properties                                                                      
Compensation expense -      -          -                              
(284,136)                             
escrow shares                                                                   
Compensation expense -      -          (229,024)      -                   
stock options                                                                   

Loss for the year,       $(2,384,167) $(4,419,112)                              
$(3,204,906)                                                                    
United States GAAP                                                            

Weighted average number                                                         
of shares outstanding                                                           
under United States GAAP 17,305,597  14,109,982 7,687,767                   

Basic and diluted loss   $  (0.14)     $  (0.31)     $                          
(0.42) per share under United                                                   
States GAAP                                                                     

At December 31, 2002, 2001 and 2000, the total                        
number of potentially dilutive shares excluded from                   
diluted net loss per share were 11,130,396, 6,595,596                 
and 3,643,500.                                                        

The impact of the above differences between                   
Canadian and United States GAAP on the consolidated                   
statements of cash flows would be as follows:                         

       2002        2001         2000
Cash flows used in          $(621,621) $(1,054,457)                             
$(353,082)                                                                      
operating activities,                                                           
Canadian GAAP                                                                   
Adjustments to mineral    (1,741,541)  (3,039,713)                              
(2,270,070)                             
properties                                                                      

Cash flows used in                                                              
operating activities,                                                           
United States GAAP        (2,363,162)  (4,094,170)                              
(2,623,152)                   

Cash flows provided by                                                          
financing activities,       1,451,886    6,403,383                              
2,840,349                                                                       
Canadian GAAP and United                                                      
States GAAP                                                                     

Cash flows used in         (1,591,758) (3,275,390)                              
(2,351,342)                                                                     
investing activities,                                                           
Canadian GAAP                                                                   
Adjustments to mineral     1,741,541   3,039,713                              
2,270,070 properties                  
Cash flows used in                                                              
investing activities,                                                           
United States GAAP           149,783    (235,677) (81,272)                    

Net change in cash and cash  (761,493)   2,073,536                              
135,925 equivalents                                                             

Cash and cash equivalents,  2,620,116      546,580                              
410,655 beginning of year                                                       

Cash and cash equivalents, $1,858,623   $2,620,116                              
$546,580 end of year                                                            

Mineral properties and deferred exploration                           
costs                                                                           

Under Canadian GAAP, mineral properties,                              
including exploration, development and                    
acquisition costs, are carried at cost and written down               
if the properties are abandoned, sold or if management                
decides not to pursue the properties. Under United                    
States GAAP, mineral property expenditures are expensed               
as incurred. Once a final feasibility study has been                  
completed, additional costs incurred to bring the mine                
into production are capitalized as development costs.                 
Costs incurred to access ore bodies identified in the                 
current mining plan after production has commenced are                
considered production costs and are expensed as                       
incurred. Costs incurred to extend production beyond                  
those areas identified in the mining plan where                       
additional reserves have been established are deferred                
as development costs until the incremental reserves are               
produced.  Capitalized costs are amortized using the                  
unit-of-production method over the estimated life of                  
the ore body based on proven and probable reserves.                   

Stock-based compensation                                              

Under United States GAAP, Statements of Financial                     
Accounting Standards No. 123, "Accounting for Stock-                  
based Compensation" ("SFAS 123") requires companies to                
establish a fair market value based method of                         
accounting for stock-based compensation plans.  The                   
Company has                                                           
chosen to account for stock-based compensation using                  
Accounting Principles Board Opinion No. 25 "Accounting                
for Stock Issued to Employees" ("APB 25").                            
Accordingly, compensation cost for cost for stock                     
options is measured as the excess, if any, of the                     
quoted market price of the Company's stock at the date                
of grant over the option price.                                       
Under Canadian GAAP, the reporting of stockbased                      
compensation expense in the Company's financial                       
statements was not required for the years ended                       
December 31, 2001 and 2000.  New accounting and                       
disclosure standards were introduced under Canadian                   
GAAP (Note 7) for fiscal years ending December 31,                    
2002.                                                                 
Under United States GAAP, the Company recorded                        
additional compensation expense during the current year               
of $Nil (2001 $229,024; 2000 $Nil) based on the fair                  
value of options granted to non-employees.  Had                       
compensation costs for employees been recognized for                  
the Company's stock option plan based on fair value at                
grant date, the pro-forma net loss for fiscal 2002                    
would have been increased by $Nil (2001 $262,455; 2000                
- $166,705) and pro-forma loss per share increased by                 
$Nil (2001 - $0.02; 2000 - $0.02) per share.                          
In calculating these amounts, the Company has utilized                
the Black-Scholes model to estimate                                   
the fair value of the options granted in the year using               
the following key assumptions.                                        

The following table illustrates the effect on loss and                
loss per common share if the Company had applied the                  
fair value recognition provisions of SFAS 123 to stock-               
based employee compensation.                                          

2001          
2000                                                                            
Loss for the year, United States $(4,419,112) $(3,204,906)                      
GAAP                                                                            
Add: Total stock-based employee                                                 
compensation expense included in loss,                                          
as reported determined under    APB 25                                  

Deduct:   Total stock-based                                                     
employee compensation expense                                                   
determined under                                                                
fair value based method for  (262,455) (166,705)                        
all awards                                                                      

Pro-forma loss                   $(4,681,567)                                   
$(3,371,611)                                                                    

Basic and diluted loss per       $   (0.33)                                     
$   (0.44)                                                                      
share, pro-forma                                                                

December      
December                                                                        
31,           
31,                                                                             
2001          
2000                                                                            

Risk-free interest rate          5.12%                                          
5.85%                                                                           
Expected life                    3.5 years   5                                  
years                                                                           
Expected volatility              74.00%                                         
58.90%                                                                          
Expected dividends               -           -                                  

Escrow shares                                                         

Under Canadian GAAP, shares issued with escrow                        
restrictions are recorded at their issue price, with no               
revaluation upon release from escrow. Under United                    
States GAAP, escrow shares which are to be released                   
upon the Company meeting certain performance criteria                 
are considered to be contingently issuable.                           
Accordingly, these shares are excluded from the                       
weighted average number of shares outstanding under                   
United States GAAP until they are releasable, and the                 
difference between the fair value of those shares at                  
the time they become releasable from escrow and their                 
original issue price is accounted for as compensation                 
expense.  During the year ended December 31, 2000,                    
375,000 shares were releasable from escrow and                        
accordingly, compensation expenses of $284,136 (2001 -                
$Nil; 2000 - $284) has been recognized for the year                   
then ended.                                                           

New accounting pronouncements                                         

In June 2001, the Financial Accounting Standards Board                
("FASB") approved the issuance of Statements of                       
Financial Accounting Standards No. 142, "Goodwill and                 
Other Intangible Assets" ("SFAS 142").  SFAS 142                      
requires that goodwill no longer be amortized to                      
earnings, but instead be reviewed for impairment.  The                
statement is effective for fiscal years beginning after               
December 15, 2001, and is required to be applied at the               
beginning of an entity's fiscal year and to be applied                
to all goodwill and other intangible assets recognized                
in its financial statements at that date. Impairment                  
losses for goodwill and indefinite-lived                              
intangible assets that arise due to the initial                       
application of this statement (resulting from a                       
transitional impairment test) are to be reported as                   
resulting from a change in accounting principle.  Under               
an exception to the date at which this statement                      
becomes effective, goodwill and intangible assets                     
acquired after June 30, 2001, will be subject                         
immediately to the nonamortization and amortization                   
provisions of this statement.                                         
In June 2001, FASB issued Statements of                   
Financial Accounting Standards No. 143, "Accounting for               
Asset Retirement Obligations" ("SFAS 143") that records               
the fair value of the liability for closure and removal               
costs associated with the legal obligations upon                      
retirement or removal of any tangible long-lived                      
assets.  The initial recognition of the liability will                
be capitalized as part of the asset cost and                          
depreciated over its estimated useful life.  SFAS 143                 
is required to be adopted effective January 1, 2003.                  
In August 2001, FASB issued Statements of Financial                   
Accounting Standards No. 144, "Accounting for the                     
Impairment on Disposal of Long-lived Assets" ("SFAS                   
144"), which supersedes Statements of Financial                       
Accounting Standards No. 121, "Accounting for the                     
Impairment of Long-lived Assets and for Longlived                     
Assets to be Disposed of".  SFAS 144 requires that long-              
lived assets that are to be disposed of by sale be                    
measured at the lower of book value or fair value less                
cost to sell. Additionally, SFAS 144 expands the scope                
of                                                                    
discontinued                                                                  
operations to include all components of an entity with                
operations that (1) can be distinguished from the rest                
of the entity and (2) will be eliminated from the                     
ongoing operations of the entity in a disposal                        
transaction. SFAS 144 is effective for fiscal years                   
beginning after December 15, 2001, and, generally, its                
provisions are to be applied prospectively.                           

In April 2002, FASB issued Statements of Financial                    
Accounting Standards No. 145, "Rescission of FASB                     
Statements No. 4, 44 and 64, Amendment of FASB                        
Statement No. 13, and Technical Corrections" ("SFAS                   
145").  SFAS 145 eliminates the requirement that gains                
and losses from the extinguishment of debt be                         
aggregated and, if material, classified as an                         
extraordinary item, net of the related income tax                     
effect and eliminates an inconsistency between the                    
accounting for sale-leaseback transactions and certain                
lease modifications that have economic effects that are               
similar to sale-leaseback transactions. Generally, SFAS               
145 is effective for transactions occurring after May                 
15, 2002.                                                             

In June 2002, FASB issued Statements of Financial                     
Accounting Standards No. 146, "Accounting for Costs                             
Associated with Exit or Disposal Activities" ("SFAS 146")                       
that nullifies Emerging Issues Task Force No. 94-3,                             
"Liability Recognition for Certain Employee Termination                         
Benefits and Other Costs to Exit an Activity (Including                         
Certain Costs Incurred in a Restructuring)" ("EITF 943").                       
SFAS 146 requires that a liability for a cost associated                        
with an exit or disposal activity be recognized when the                        
liability is incurred, whereby EITF 94-3 had recognized the                     
liability at the commitment date to an exit plan.  The                          
provisions of this statement are effective for exit or                          
disposal activities that are initiated after December 31,                       
2002 with earlier application encouraged.                                       

In October 2002, FASB issued Statements of Financial                  
Accounting Standards No. 147, "Accounting of Certain                            
Financial                                                                       
Institutions - an amendment of FASB Statements No. 72 and 44                    
and FASB Interpretation No. 9" ("SFAS 147"). SFAS 147                           
requires the application of the purchase method of                              
accounting to all acquisitions of financial institutions,                       
except transactions between two or more mutual enterprises.                     
SFAS 147 is effective for acquisitions for which the date of                    
acquisition is on or after October 1, 2002.                                     
In December 2002, FASB issued Statements of Financial                           
Accounting Standards No. 148, "Accounting for StockBased                        
Compensation - Transition and Disclosure - an amendment of                      
FASB Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB                      
Statement No. 123 to provide alternative methods of                             
transition for a voluntary change to the fair value based                       
method of accounting for stock-based employee compensation.                     
In addition, SFAS 148 amends the disclosure requirements of                     
FASB Statement No. 123 to require prominent disclosures in                      
both annual and interim financial statements about the                          
method of accounting for stock-based employee compensation                      
and the effect of the method used on reported results.  SFAS                    
148 is effective for fiscal years ending after December 15,                     
2002.                                                                           

In April 2003, FASB issued Statements of Financial                              
Accounting Standards No. 149 "Amendment of Statement 133 on                     
Derivative Instruments and Hedging Activities" ("SFAS 149").                    
SFAS 149 amends and clarifies financial accounting and                          
reporting for derivative instruments, including certain                         
derivative instruments embedded in other contracts and for                      
hedging activities under FASB Statement No. 133 "Accounting                     
for Derivative Instruments and Hedging Activities". SFAS 149                    
is generally effective for contracts entered into or                            
modified after June 30, 2003.                                                   

The adoption of these new pronouncements is not                       
expected to have a material effect on the Company's                   
consolidated financial position or results of                         
operations.                                                           

*****************************************************                           
***********                                                                     

SIGNATURE PAGE                                                                  

Pursuant to the requirements of Section 12g of the                              
Securities Exchange Act of 1934, the Registrant certifies                       
that it meets all of the requirements for filing on Form 20-                    
F and has duly casued this Annual Report to be signed on its                    
behalf by the undersigned, hereunto duly authorized.                            

RADIUS EXPLORATIONS LTD.;         0-30720                                       
Registrant                                                                      

Dated:  June 26, 2003       By:             "signed" Simon                      
Ridgway,      
President                                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing		Date		Other Filings
		4/2/08
		7/10/06
		6/14/06
		1/24/06
		1/11/06
		11/15/05
		12/19/04
		12/12/04
		10/31/04
		1/7/04
		7/16/03
Filed on:		7/15/03
For Period End:		6/30/03		20-F/A,  6-K
		6/26/03
		6/14/03
		6/7/03
		5/31/03
		5/13/03
		4/17/03
		2/28/03		6-K
		1/1/03
		12/31/02		6-K
		12/15/02
		11/29/02
		10/30/02
		10/29/02
		10/16/02
		10/1/02
		9/27/02
		5/15/02
		2/28/02
		1/1/02
		12/31/01
		12/15/01
		12/1/01
		11/6/01
		11/1/01
		6/30/01
		5/16/01
		12/31/00
		5/29/00
		2/27/00
		12/31/99
		11/29/99
		9/28/99
		9/9/97
		4/15/97
		12/31/95
				List all Filings