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

FORM SB-2

Amendment #2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BOSS MINERALS, INC.
---------------------------
(Name of small business issuer in its charter)

NEVADA 1000 Applied For
- ------------- --------------------------- ----------------
(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)

Boss Minerals, Inc.
Andrei Krioukov, President
318 Homer Street, Suite 400
Vancouver, British Columbia
Canada V6B 2V2
Telephone: (604) 602-7591
Facsimile: (604) 602-7593
--------------------------------------------------------------
(Address and telephone number of principal executive offices)

Val-u-corp Services, Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, 89701
Telephone: 775-887-8853
--------------------------------------------------------------
(Name, address and telephone number of agent for service)

Approximate date of
proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|

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If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|

CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- -----------------------------------------------------------------------
Common Stock $ 25,000 $0.01 $ 25,000 $3.17
- -----------------------------------------------------------------------

(1) Based on the last sales price on August 16, 2004
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

SUBJECT TO COMPLETION, Dated February 2, 2005.

PROSPECTUS
BOSS MINERALS,INC.
2,500,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
----------------

The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-10

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price
based upon the price of the last sale of our common stock to investors.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

----------------

The Date Of This Prospectus Is: February 2, 2005.

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Table Of Contents
PAGE

Summary .................................................................... 4
Risk Factors ............................................................... 5
- If we do not obtain additional financing, our business
will fail ............................................................. 5
- Because we have not commenced business operations, we face
a high risk of business failure ....................................... 6
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ............................................................. 6
- We need to continue as a going concern if our business is
to succeed. Our independent auditor has raised substantial doubt about
our ability to continue as a going concern............................. 7
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business .................................... 7
- Because we have not surveyed the Mosquito King Claims, we may discover
mineralization on the property that is not within our claims
boundaries and therefore, cannot be extracted.......................... 7
- If we become subject to burdensome government regulation
or other legal uncertainties, our business will be
negatively affected ................................................... 7
- Because our directors own 66.66% of our outstanding stock, they could
control and make corporate decisions that may be disadvantageous
to other minority stockholders ......................................... 8
- Because our president has other business interests,
he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ...................................................... 8
- Because management has no technical experience in mineral
exploration, our business has a high risk of failure................... 8
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ....................... 8
- A purchaser is purchasing penny stock which limits the
ability to sell stock ................................................. 9
Use of Proceeds ............................................................ 9
Determination of Offering Price ............................................ 9
Dilution ................................................................... 9
Selling Securityholders .................................................... 9
Plan of Distribution ....................................................... 12
Legal Proceedings .......................................................... 14
Directors, Executive Officers, Promoters and Control Persons................ 14
Security Ownership of Certain Beneficial Owners and Management ............. 16
Description of Securities .................................................. 16
Interest of Named Experts and Counsel ...................................... 17
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ................................................. 18
Organization Within Last Five Years ........................................ 18
Description of Business .................................................... 18
Plan of Operations ......................................................... 25
Description of Property .................................................... 26
Certain Relationships and Related Transactions ............................. 26
Market for Common Equity and Related Stockholder Matters ................... 27
Executive Compensation ..................................................... 28
Financial Statements ....................................................... 29
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 30

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Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on the Mosquito King property (the "Mosquito
King") located in the Kamloops Mining Division of British Columbia, Canada. We
were granted an option to acquire a 100% interest in twenty mineral claims
comprising the Mosquito King property. In order to exercise the option and earn
a 100% interest in the property, we must pay the owner $5,000 by August 15, 2005
and an addition $25,000 by August 15, 2006. If we do not make these payments, we
will not have any interest in the Mosquito King property.

Our objective is to conduct mineral exploration activities on the Mosquito King
property in order to assess whether it possesses economic reserves of silver and
zinc. We have not yet identified any economic mineralization on the property.
Our proposed exploration program is designed to search for an economic mineral
deposit.

We were incorporated on February 17, 2004, under the laws of the state of
Nevada. Our principal offices are located at 400 Homer Street, Suite 318,
Vancouver, British Columbia, Canada, V6B 2V2. Our telephone number is
(604)602-7591.

The Offering:

Securities Being Offered Up to 2,500,000 shares of common stock.

Offering Price The selling shareholders will sell our shares at
$0.01 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. There
is no assurance that our shares will be quoted on
the OTC Bulletin Board. We determined this offering
price based upon the price of the last sale of our
common stock to investors.

Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.

Termination of the Offering The offering will conclude when all of the 2,500,000
shares of common stock have been sold, the shares
no longer need to be registered to be sold or we
decide to terminate the registration of the shares.

Securities Issued
And to be Issued 7,500,000 shares of our common stock are issued and
outstanding as of the date of this prospectus. All
of the common stock to be sold under this prospectus
will be sold by existing shareholders.

Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.

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Summary Financial Information

Balance Sheet Data December 31, 2004
- ------------------ ------------------

Cash $18,203
Total Assets $18,203
Liabilities $16,045
Total Stockholders' Equity $ 2,158

Statement of Loss and Deficit

From Incorporation on
February 17, 2004 to December 31, 2004

Revenue $ 0
Net Loss and Deficit ($37,842)

Risk Factors

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUT BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended
exploration of the Mosquito King property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of February 2,
2005, we had cash in the amount of $ 17,273. We currently do not have any
operations and we have no income. As well, we will not receive any funds from
this registration.

Our business plan calls for significant expenses in connection with the
exploration of the Mosquito King property. While we have sufficient funds to
conduct initial exploration on the property, we will require additional
financing in order to determine whether the property contains economic
mineralization and to cover our anticipated administrative costs. We will also
require additional financing if the costs of the exploration of the Mosquito
King property are greater than anticipated. Even after completing all proposed
exploration, we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for silver and zinc, investor
acceptance of our property and general market conditions. These factors may make
the timing, amount, terms or conditions of additional financing unavailable to
us.

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The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be advances from related parties and joint venture
or sale of a partial interest in the Mosquito King property to a third party in
exchange for cash or exploration expenditures, which is not presently
contemplated.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.

We have not yet commenced exploration on the Mosquito King property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on February 17, 2004 and to date have been
involved primarily in organizational activities and the acquisition of the
option in the mineral property. We have not earned any revenues as of the date
of this prospectus. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Mosquito
King property and the production of minerals from the claims, we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Mosquito King
property does not contain any reserves and funds that we spend on exploration
will be lost. As well, problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

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WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

The Independent Auditor's Report to our audited financial statements for the
period ended September 30, 2004 indicates that there are a number of factors
that raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are that we have no source of revenue and
our dependence upon obtaining adequate financing. If we are not able to continue
as a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

BECAUSE WE HAVE NOT SURVEYED THE MOSQUITO KING CLAIMS, WE MAY DISCOVER
MINERALIZATION ON THE PROPERTY THAT IS NOT WITHIN OUR CLAIMS BOUNDARIES AND
THEREFORE, CANNOT BE EXTRACTED.

While we have conducted a mineral claims title search to confirm that Craig A.
Lynes, the owner and optionor of the Mosquito King mineral claims, is the
registered owner of such claims, this should not be construed as a guarantee of
claims boundaries. Until the claims are surveyed, the precise location of the
boundaries of the claims may be in doubt. If we discover mineralization that is
close to the estimated claims boundaries, it is possible that some or all of
this mineralization may occur outside surveyed boundaries. In such a case, we
would not have the right to extract these minerals.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several governmental regulations that materially restrict mineral
property exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling operations on the Mosquito King property, we
will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore

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deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. In addition to new laws and regulations being adopted, existing laws
may be applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

BECAUSE OUR DIRECTORS OWN 66.7% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY
SHAREHOLDERS.

Our directors own approximately 66.7% of the outstanding shares of our common
stock. Accordingly, they will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. They
will also have the power to prevent or cause a change in control. The interests
of our directors may differ from the interests of the other stockholders and
thus result in corporate decisions that are disadvantageous to other
shareholders.

BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Andrei Krioukov only spends approximately 18% of his business
time providing his services to us. While Mr. Krioukov presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Krioukov from his other obligations could increase with the result that he would
no longer be able to devote sufficient time to the management of our business.
Mr. Krioukov is not involved in other business operations that are in
competition with our company.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

None of our directors has any professional training or technical credentials in
the field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the sector
without the aid of qualified geological consultants. As well, with no direct
training or experience, our management may not be fully aware of the specific
requirements related to working in this industry. Their decisions and choices
may not be well thought out and our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.

Our president, Andrei Krioukov, has significant experience with, and devotes the
majority of his time to, accounting and working with public companies.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on

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the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.

A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.

Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.

Determination Of Offering Price

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price,
based upon the price of the last sale of our common stock to investors.

Dilution

The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.

Selling Securityholders

The selling securityolders named in this prospectus are offering all of the
2,500,000 shares of common stock offered through this prospectus. These shares
were acquired from us in a private placement that were exempt from registration
under Regulation S of the Securities Act of 1933. These shares were acquired
from us in an offering that was exempt from registration under Regulation S of
the Securities Act of 1933 and was completed on August 16, 2004.

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The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:

1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.

Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
- --------------------------------------------------------------------------------

Kevin Booth 100,000 100,000 Nil Nil
6611 Southoaks Cres.,
Suite #1105
Burnaby, BC

Shvonne Deptuck 100,000 100,000 Nil Nil
5768 Neville Street
Burnaby, BC

Nick Twamley 100,000 100,000 Nil Nil
5768 Neville Street
Burnaby, BC

Alvin Krishanna 100,000 100,000 Nil Nil
6949 Fleming Street
Vancouver, BC

Mirela Sivic 100,000 100,000 Nil Nil
7569 Humphries Court,#3
Burnaby, BC

Calvin Ng 100,000 100,000 Nil Nil
3451 East 51st Avenue
Vancouver, BC

Fahimeh Shakeryroushan 100,000 100,000 Nil Nil
3550 Woodland Drive, #6
Port Coquitlam, BC

Marcy Deptuck 100,000 100,000 Nil Nil
7249 14th Avenue, #152
Burnaby, BC

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Jeremy Johnson 100,000 100,000 Nil Nil
6580 Marlborough Ave,
Suite #209
Burnaby, BC

Nilgoun Shamsian 100,000 100,000 Nil Nil
1215 Lansdowne Drive,
Suite #415
Coquitlam, BC

David Burns 100,000 100,000 Nil Nil
6086 Inglewood Place
Delta, BC

Sonya Mandic 100,000 100,000 Nil Nil
6508 Telford Avenue,
Suite #201
Burnaby, BC

Arezou Setoudegan 100,000 100,000 Nil Nil
3550 Woodland Drive, #6
Port Coquitlam, BC

Tatjana Mandic 100,000 100,000 Nil Nil
6508 Telford Avenue,
Suite #201
Burnaby, BC

Jelena Tintor 100,000 100,000 Nil Nil
6444 Silver Avenue
Burnaby, BC

P. M. McElheron 100,000 100,000 Nil Nil
190 English Bluff Road
Delta, BC

Goran Tintor 100,000 100,000 Nil Nil
6570 Burlington Avenue,
Suite #204
Burnaby, BC

Audrey J. McElheron 100,000 100,000 Nil Nil
190 English Bluff Road
Delta, BC

Doug Raphael 100,000 100,000 Nil Nil
5055 Imperial Street,
Suite #101
Burnaby, BC

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Monette McElheron 100,000 100,000 Nil Nil
5558 15B Avenue, #207
Delta, BC

Kseniya Stepanova 100,000 100,000 Nil Nil
1307 Franklin Street
Coquitlam, BC

Melanie Kumar 100,000 100,000 Nil Nil
7143 17th Avenue
Burnaby, BC

Heather MacPherson 100,000 100,000 Nil Nil
5620 Ewart Street
Burnaby, BC

Elizabeth Anne Rodgers 100,000 100,000 Nil Nil
190 English Bluff Road
Tsawwassen, BC

Each of the above shareholders beneficially owns and has sole voting and
investment over all shares or rights to the shares registered in his or her
name. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 7,500,000 shares of common stock outstanding on the
date of this prospectus.

None of the selling shareholders:

(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or

(2) has ever been one of our officers or directors.

None of the selling shareholders is a broker-dealer or affiliate of a broker
dealer.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.

The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.

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We are bearing all costs relating to the registration of the common stock. These
are estimated to be $12,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with
our common stock;

2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $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 those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:

* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;

The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:

* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its
salesperson in the transaction;

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* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada,
89701.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:

Directors:

Name of Director Age

Andrei Krioukov 43
Alexei Jirniaguine 44

Executive Officers:

Name of Officer Age Office
- --------------------- ----- -------
Andrei Krioukov 43 President and Chief
Executive Officer

Alexei Jirniaguine 44 Secretary and Treasurer

Biographical Information

Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.

Mr. Andrei Krioukov has acted as our President, chief executive officer, and as
a director since our incorporation on February 17, 2004. Mr. Krioukov graduated
from the Novosibirsk State University of Architecture and Civil Engineering,
located in Novosibirsk, Russia, earning his engineering degree in 1983. From
1986 to 1994, he worked as a senior manager at one of the divisions of the
chemical concentrates plant in Novosibirsk, Russia.

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From March 1998 to February 2000, Mr. Krioukov worked as an accountant for
Braniff Management Inc., a private Vancouver, British Columbia based company
that provided accounting and management services to Canadian reporting
companies. From February 2000 to March 2001, he was employed as an accountant
and controller for Winston Resources Ltd., a private Vancouver, British Columbia
based company that provided accounting and management services to public mining
companies located in Vancouver, British Columbia. From March 2001 to March 2003,
Mr. Krioukov joined Amisano Hanson, Chartered Accountants, a Vancouver, British
Columbia based firm where he worked as an accountant and was involved in the
audit of reporting companies in Canada and United States. Since March 2003, Mr.
Krioukov has provided accounting consulting services to public companies through
his private consulting firm, Booksprep Consulting, Inc. based in Vancouver,
British Columbia. Mr. Krioukov completed a financial management diploma program
in 1996 at the British Columbia Institute of Technology located in Burnaby,
British Columbia. He has also completed certified management accounting courses,
but has not obtained an official accounting designation.

Mr. Krioukov does not have any professional training or technical credentials in
the exploration, development and operation of mines.

Mr. Krioukov intends to devote approximately 18% of his business time to our
affairs.

Mr. Alexei Jirniaguine has acted as our secretary, treasurer and as a director
since our incorporation on February 17, 2004. Mr. Jirniaguine has a Masters
degree in physical chemistry from the Novosibirsk State University located in
Novosibirsk, Russia and a scientific background in this field. As a director, he
participated in industrial projects in common with Institute of Catalysis of
Russian Academy of Science in Novosibirsk, Russia. Mr. Jirniaguine acted as a
database administrator for Sierra Systems Inc. (from August 1999 to December
1999), Internet Domain Registrars (from January 2000 to April 2000), Burnsand
Inc. (from April 2000 to February 2002) and the University of British Columbia
(from June 2003 to October 2004), all of which companies are located in
Vancouver, British Columbia. He also acted as an Oracle/Unix consultant for ALT
Database Solutions based in Port Coquitlam, British Columbia (from February 2002
to August 2002), Methanex Inc. located in Vancouver, British Columbia (from
September 2002 to March 2003) and the City of Coquitlam, British Columbia (from
October 2004 to present).

Mr. Jirniaguine does not have any professional training or technical credentials
in the exploration, development and operation of mines.

Mr. Jirniaguine intends to devote approximately 10% of his business time to our
affairs.

Term of Office

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

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Significant Employees

We have no significant employees other than the officers and directors described
above.

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
- --------------------------------------------------------------------------------

Common Andrei Krioukov 2,500,000 33.33%
Stock President, Chief
Executive Officer
and a Director
#400, 318 Homer Street,
Vancouver, B.C., Canada

Common Alexei Jirniaguine 2,500,000 33.33%
Stock Secretary, Treasurer
and Director
219 East 12th Avenue,
Vancouver B.C., Canada

Common All officers and directors 5,000,000 66.66%
Stock as a group that consists of shares
two people

The percent of class is based on 7,500,000 shares of common stock issued and
outstanding as of the date of this prospectus.

Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of February 1, 2005 there were 7,500,000 shares of our common stock issued
and outstanding that are held by 27 stockholders of record. Holders of our
common stock are entitled to one vote for each share on all matters submitted to
a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors.

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In order to convene a shareholder meeting, we must mail or deliver a notice of
meeting to all registered shareholders at least ten days prior to the meeting.
Two persons present and being, or representing by proxy, shareholders are
necessary to constitute a quorum at any meeting of our stockholders. There is no
minimum percentage of our issued stock that these two persons must hold. A vote
by the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.

Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of
our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.

Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.

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Batcher & Zarcone, LLP, our legal counsel, has provided an opinion on the
validity of our common stock.

The financial statements included in this prospectus and the registration
statement have been audited by Manning Elliott, CA's, to the extent and for the
periods set forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.

We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.

Organization Within Last Five Years

We were incorporated on February 17, 2004 under the laws of the state of Nevada.
On that date, Andrei Krioukov and Alexei Jirniaguine were appointed as our
directors. As well, Mr. Krioukov was appointed as our president and chief
executive officer, while Mr. Jirniaguine was appointed as our secretary and
treasurer.

Description Of Business

In General

We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition, and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We have an option to acquire a 100% interest in 20 mineral claims
collectively known as the Mosquito King property. There is no assurance that a
commercially viable mineral deposit exists on the property. Further exploration
will be required before a final evaluation as to the economic and legal
feasibility is determined. In order to determine the legal feasibility of the
property, we must complete a survey of the mineral claims comprising the
Mosquito King property in order to ensure that the mineralization that we intend
to exploit is within the claims boundaries. The cost of such a survey is
estimated to be $25,000.

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Our plan of operation is to conduct exploration work on the Mosquito King
property in order to ascertain whether it possesses economic quantities of
silver and zinc. There can be no assurance that economic mineral deposits or
reserves, exist on the Mosquito King property until appropriate exploration work
is done and an economic evaluation based on such work concludes that production
of minerals from the property is economically feasible.

Even if we complete our proposed exploration programs on the Mosquito King
property and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.

We are not a "blank check" company as defined in Rule 419 of Regulation C of the
Securities Act of 1933. Rule 419 and the corresponding adopting release define a
blank check company as a company that has no specific business plan, or merely
creates the appearance that it has a specific business plan.

We were incorporated for the purpose of commencing operations in the mineral
property exploration business. Contrary to the "blank check" company definition,
we have a very specific business plan as outlined in our plan of operations: we
have acquired an interest in the Mosquito King property located in British
Columbia and have incurred expenditures on the claims. We intend to incur
exploration expenditures on the property in order to determine whether or not it
contains economic mineralization and to keep the option in good standing.

We do not have any intention of entering into a merger or acquisition within the
next twelve months.

Management Experience

None of our directors has any professional training or technical credentials in
the exploration, development and operation of mines. As a result, we may not be
able to recognize and take advantage of potential acquisition and exploration
opportunities in the sector without the aid of qualified geological consultants.
As well, with no direct training or experience, our management may not be fully
aware of the specific requirements related to working in this industry. Their
decisions and choices may not be well thought out and our operations and
ultimate financial success may suffer irreparable harm as a result. Our
president, Andrei Krioukov, has significant experience with, and devotes the
majority of his time to, accounting and working with public companies.

Mosquito King Property Option Agreement

On July 31, 2004, we entered into a Mineral Property Option Agreement (the
"Agreement") with Rich River Exploration Ltd. and Mr. Craig A. Lynes (the
"Optionors") of Grindrod, British Columbia, whereby the Optionors agreed to
grant us a 100% undivided right, title and interest in total of twenty mineral
claims located in the Kamloops Mining Division of British Columbia. In order to

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acquire a 100% interest in these claims, subject to a 2% net smelter returns
royalty, we have to pay to the Optionors a total of $33,000 in the following
manner:

(i) $3,000 by August 25, 2004 (paid);

(ii) an additional $5,000 by August 15, 2005; and

(iii) an additional $25,000 by August 15, 2006.

Once we have made all of the above payments, we will be deemed to have exercised
the option and will have acquired a 100% interest in the claims comprising the
Mosquito King property. Owning the claims only provides us with the right to
explore for and extract minerals. We will not own any real property interest in
the claims.

A net smelter returns royalty is the percentage of money that the royalty holder
would receive from the sale of minerals from the property to a smelter, less
refining charges, ore treatment charges, penalties and transportation costs.
Pursuant to the Agreement, we will only have to pay a maximum of $500,000
pursuant to the 2% net smelter returns royalty.

The Agreement also provides that if we are in default of either of the payments
noted above, the Optionors cannot terminate the Agreement unless they first
provide us with written notice of the default and provide us with 30 days to
cure it by making the required payment.

Description, Location and Access

The Mosquito King claims are located in the Kamloops Mining Division, in south
central British Columbia, approximately 100 kilometers east-northeast of the
city of Kamloops. The property is approximately 31 kilometers from the
Trans-Canada Highway and the main branch of the Canadian Pacific Railway. The
property area is served by a network of logging roads and is accessible from a
logging road that runs adjacent to Scotch Creek, about seven kilometers from the
paved road.

The climate of the region is moderate, but a relatively high altitude makes the
local climate colder and results in increased precipitation. Winter conditions
may start as early as the end of October. Foliage found on the Mosquito King
property primarily consists of cedar and, to a lesser extent, spruce, pine and
deciduous trees.

Specifics of the claims are as follows:

Claim Tag Numbers No. of Claims Units Date of Staking Tenure Number
----------------- -------------------- ---------------- -------------
208529 20 2002/11/17 398162

Title to the Mosquito King Property

The Mosquito King property consists of twenty claims. These claims are
registered in the name of Craig A. Lynes and are in good standing until November
17, 2005. If we do not complete at least $4,400 in exploration work on the

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claims by this date, Craig A. Lynes will no longer be the owner of the claims
and we will have breached a term of our option agreement that requires us to
keep the claims in good standing. In such circumstances, a third party could
apply to the government to acquire the mineral exploration rights to the
property. The total area of the Mosquito King claims is 500 acres.

A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. We have an option to purchase a 100% interest in the claims from the
Optionors. The Optionors will transfer title to the claims to us if we exercise
our option.

Exploration History

In 1972, a total of 219 tons of ore were mined at the Mosquito King property,
resulting in the recovery of 173.9 kilograms of silver. In 1973, an additional
200 tons or ore were processed, yielding 22.6 kilograms of silver, 7.9 tonnes of
lead, 6.1 tonnes of zinc and 42 grams of cadmium.

In 1978, Craigmont Mines Ltd. completed a program of grid emplacement and
drilling on the Mosquito King property. Grid emplacement involves dividing a
portion of the property being explored into small sections. Drilling involves
extracting a long cylinder of rock from the ground to determine amounts of
metals at different depths. Pieces of the rock obtained, known as drill core,
are analysed for mineral content.

Government data also indicates that in 1979, mining operations on the property
resulted in the production of 218 grams of gold, 35.6 kilograms of silver, 14.8
tonnes of lead and 12.3 tonnes of zinc. However, the source of this production
has not been reported.

Geological Assessment Report: Mosquito King Property

We retained Mr. Bohumil Molak, a professional geoscientist, to complete an
initial evaluation of the property and to prepare a geological summary report
on the Mosquito King property. Dr. Molak is a licensed member of the
Association of Professional Engineers and Geoscientists of British Columbia.
He also holds Bachelor and Master of Science degrees in economic geology, as
well as a Ph.D. in geology. Since 1970, Dr. Molak has been involved in
geological research, prospecting and exploration in Slovakia, Zambia, Cuba,
Guinea, Canada, Chile and Argentina.

Dr. Molak has indicated that his geological report on the property does not
comply with National Instrument 43-101, a Canadian rule that governs how
companies disclose scientific and technical information about their mineral
projects to the public. This rule requires that all disclosure be based on
advice by a qualified geoscientist or engineer who is independent of the company
and who personally visits the property. While Dr. Molak is a qualified
geoscientist who is independent of us, as mentioned above, Dr. Molak was unable
to complete a review of the Mosquito King property during his October visit.

National Instrument 43-101 only applies to mineral property disclosure made in
Canada. It does not have any application in the United States.

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Dr. Molak attended the property during the last week of October 2004, but was
unable to complete an initial geological review due to a heavy snow pack. He
provided us with an initial geological report on the Mosquito King property
based on his review of existing data filed with the British Columbia government.
We estimate that the property will not be accessible due to snow accumulation
until approximately April 2005.

Based on his review of data relating to the Mosquito King property, Dr. Molak
concludes that the Mosquito King property warrants further exploration, given
the previous discovery of significant grades of silver and zinc mineralization.
He also notes that the systematic sampling program on the property was of
limited extent and modern exploration technology should be applied to the
prospect. He recommends a two-phase exploration program to further evaluate the
Mosquito King Property.

Phase I would consist of compiling past exploration data and sampling areas of
the property that were previously explored. Sampling consists of a consulting
geologist gathering soil or pieces of rock that appear to contain precious
metals such as gold and silver. All samples gathered will be sent to a
laboratory where they are crushed and analysed for metal content.

Phase II would consist of geological mapping and geophysical test surveys.
Geological mapping involves plotting previous exploration data relating to the
Mosquito King Property on a map in order to determine the best property
locations to conduct subsequent exploration work.

Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured.

Proposed Budget

Approximate costs for the recommended two phase program are as following:

Phase One: Data Acquisition

Senior geologist: $1,500.00
Geological geophysical surveys: $1,000.00
Assays: $500.00
Transportation: $500.00
Geological report: $1,500.00
---------

Total Phase I Costs: $5,000.00

Phase Two: Geological Survey and
Geophysical Survey

Senior geologist: $3,000.00
Geological geophysical surveys: $5,000.00
Assays: $2,000.00
Transportation: $1,000.00
Geological report: $3,000.00
Miscellaneous: $1,000.00

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Total Phase II Costs: $15,000.00
----------

Total Program Costs: $20,000.00
==========

The above budgets were provided to us by Dr. Bohumil Molak and are contained in
his geological report respecting the Mosquito King property. Project costs may
exceed Dr. Molak's estimates.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:

- Water discharge will have to meet water standards;

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

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

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

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

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

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

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Because there will not be any significant physical disturbance to the Mosquito
King property, we will not incur any costs in complying with environmental laws
during the first two planned phases of exploration on the claims. Subsequent
drilling will require some remediation work, which is not expected to exceed
$10,000. We will need to raise additional funds to finance any drilling program,
including remediation costs. If we ever undertake any mining operations on the
property, environmental compliance costs could exceed $100,000 and involve
significant earth movement and reforestation.

Employees

We have no employees as of the date of this prospectus other than our two
directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our
incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also

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maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.

Plan Of Operations

Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended phase one and two exploration programs
on the Mosquito King property consisting of re-sampling of old workings,
geologic mapping, analytical and test surveys. We anticipate that the phase one
program will cost approximately $5,000, while the phase two program will cost
approximately $15,000. The above program cost estimates were provided to us by
Dr. Bohumil Molak and are contained in his geological report respecting the
Mosquito King property. Project costs may exceed Dr. Molak's estimates.

To date, we have not commenced exploration on the Mosquito King property.
However, we did retain Mr. Bohumil Molak, a professional geologist, to complete
an initial review of the claims and to provide us with a geological report
respecting the claims that included exploration recommendations. For these
services, we paid Dr. Molak $1,465.

We plan to commence the phase one exploration program on the Mosquito King
property in spring of 2005, as soon as weather conditions in the area permit.
The program should take approximately up to a one month to complete. We will
then undertake the phase two work program during the summer of 2005. This
program will also take approximately one month to complete.

Following the phase two exploration, we intend to complete a drilling program on
the Mosquito King property. The estimate cost of this program is $100,000 and
will take approximately three months to complete, including the collection and
interpretation of all exploration data. Subject to financing, we anticipate
commencing the drill program in the spring of 2006. Follow up drilling would
occur in the autumn of 2006.

While weather may occasionally prevent us from accessing the Mosquito King
property in winter months, we do not expect conditions to impact our plan of
operation, as we have scheduled our exploration programs during the spring,
summer and autumn.

We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for our planned exploration programs.

As well, we anticipate spending an additional $12,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs.

Total expenditures over the next 12 months are therefore expected to be $32,000.

We will require additional funding in order to proceed with the proposed phase
two surveys and with any subsequent recommended work on the property. We
anticipate that additional funding will be required in the form of equity

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

Results Of Operations For The Period From Inception Through September 30, 2004

We have not earned any revenues from our incorporation on February 17, 2004 to
September 30, 2004. We do not anticipate earning revenues unless we enter into
commercial production on the Mosquito King property, which is doubtful. We have
not commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the property, or if such
minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $26,651 for the period from our
inception on February 17, 2004 to September 30, 2004. These operating expenses
were comprised of office and rent of $1,886, donated management fees of $5,250,
professional fees of $16,515 and mineral property costs of $3,000.

We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.

Description Of Property

We have an option to acquire a 100% interest, subject to a 2% net smelter
returns interest, in twenty mineral claims comprising the Mosquito King
property. This interest only relates to the right to explore and extract
minerals from the property. We do not have any real property interest in the
claims.

Certain Relationships And Related Transactions

Except as disclosed below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:

* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Andrei Krioukov;
* Any member of the immediate family of any of the foregoing persons.

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Mr. Krioukov also provides management services and office premises to us. The
donated services are valued at $750 per month and the donated office premises
are valued at $250 per month. During the period ended September 30, 2004,
donated services of $5,250 and donated rent expense of $1,750 were charged to
operations.

During the period ended September 30, 2004, Mr. Krioukov also advanced $100 to
us in connection with the opening of our corporate bank account. This amount is
unsecured, non-interest bearing and has no fixed term of repayment.

Mr. Krioukov charged us $3,000 during the period ended September 30, 2004 for
his involvement in the preparation of our registration statement on Form SB-2.
We have charged this amount to operations.

All of the above arrangements with Mr. Krioukov are verbal. We do not have any
written agreement with Mr. Krioukov.

Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 27 registered
shareholders.

Rule 144 Shares

A total of 5,000,000 shares of our common stock are available for resale to the
public after March 19, 2005 in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:

1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, will equal 75,000 shares as of the date of this
prospectus; or

2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.

-27-

<page>

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.

Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any
other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:

1. we would not be able to pay our debts as they become due in the
usual course of business; or

2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period ended September 30, 2004 and the subsequent period
to the date of this prospectus.

Annual Compensation

Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
- -----------------------------------------------------------------------
Andrei Pres. 2004 $0 0 0 0 0 $3,300*
Krioukov CEO &
Dir.

Alexei Sec. 2004 $0 0 0 0 0 0
Jirniaguine &
Treas.

* Of this amount, $300 was paid to Booksprep Consulting, Inc., a private
company owned by Mr. Krioukov, for accounting services.

-28-

<page>

Stock Option Grants

We have not granted any stock options to the executive officers since our
inception.

Consulting Agreements

Booksprep Consulting, Inc., a private company controlled by Andrei Krioukov, our
president, provides accounting services to us. During the period ended September
30, 2004, the private company charged $300 for accounting services, which were
charged to operations. Mr. Krioukov provides management services and office
premises to us. The donated services are valued at $750 per month and the
donated office premises are valued at $250 per month. During the period ended
September 30, 2004, donated services of $5,250 and donated rent expense of
$1,750 were charged to operations. Mr. Krioukov has also charged us $3,000 for
his role in preparing our registration statement on Form SB-2.

We do not have any employment or consulting agreement with Mr. Jirniaguine.

We do not pay Mr.Krioukov and Mr. Jirniaguine any amount for acting as a
director of the Company.

Financial Statements

Index to Financial Statements:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the period ending September 30, 2004 and
interim financial statements for the period ending December 31, 2004,
including:

a. Balance SheetS;

b. StatementS of Operations

c. StatementS of Cash Flows; and

d. Statement of Stockholders' Equity;

e. Notes to Financial Statements

-29-

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Financial Statements
(Expressed in U.S. Dollars)

Index

Independent Auditors' Report................................................F-1

Balance Sheets..............................................................F-2

Statements of Operations....................................................F-3

Statements of Cash Flows....................................................F-4

Statement of Stockholders' Equity...........................................F-5

Notes to the Financial Statements...........................................F-6

<page>

[LOGO]

MANNINNG ELLIOTT 11th floor, 1050 West Pender Street,
Vancouver, BC,Canada V6E 3S7

CHARTERED ACCOUNTANTS Phone: 604.714.3600 Fax:604.714.3669
Web: manningelliott.com

Independent Auditors' Report

To the Stockholders and Board of Directors
of Boss Minerals, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Boss Minerals, Inc. (An
Exploration Stage Company) as of September 30, 2004 and the related statements
of operations, stockholders' equity and cash flows for the period from February
17, 2004 (Date of Inception) to September 30, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Boss Minerals, Inc. (An Exploration
Stage Company), as of September 30, 2004, and the results of its operations,
cash flows and stockholders' equity for the period from February 17, 2004 (Date
of Inception) to September 30, 2004, in conformity with generally accepted
accounting principles used in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the early exploration stage and has losses from
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ "Manning Elliott"

CHARTERED ACCOUNTANTS

Vancouver, Canada

October 14, 2004

F-1

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. Dollars)

<table>
<caption>
December 31, September 30,
2004 2004
(unaudited) (audited)
Assets
<s> <c> <c>
Current Assets
Cash $ 18,203 $ 26,964
- -----------------------------------------------------------------------------------------------------------------

Total Assets $ 18,203 $ 26,964
=================================================================================================================

Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable $ 215 $ 215
Accrued liabilities 12,230 13,000
Due to related parties (Note 4) 3,600 3,400
- -----------------------------------------------------------------------------------------------------------------

Total Liabilities 16,045 16,615
- -----------------------------------------------------------------------------------------------------------------

Commitment (Note 3)

Stockholders' Equity

Common Stock
75,000,000 shares authorized, with a $0.001 par value,
7,500,000 shares issued and outstanding 7,500 7,500
Additional Paid-in Capital 22,500 22,500
Donated Capital (Note 4) 10,000 7,000
Deficit Accumulated During The Exploration Stage (37,842) (26,651)
- -----------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity 2,158 10,349
- -----------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity $ 18,203 $ 26,964
=================================================================================================================
</table>

F-2

The accompanying notes are an integral part of these financial statements

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. Dollars)

<table>
<caption>
From From
Three Months February 17, 2004 February 17, 2004
Ended (Inception) (Inception)
December 31, to September 30, to December 31,
2004 2004 2004
(unaudited) (audited) (unaudited)
<s> <c> <c> <c>
Revenue $ - $ - $ -
- -------------------------------------------------------------------------------------------------------------------------

Expenses

Management services (Note 4) 2,250 5,250 7,500
Mineral exploration costs 3,005 - 3,005
Mineral property costs - 3,000 3,000
Office and rent (Note 4) 876 1,886 2,762
Professional fees 5,060 16,515 21,575
- -------------------------------------------------------------------------------------------------------------------------

Total Expenses 11,191 26,651 37,842
- -------------------------------------------------------------------------------------------------------------------------

Net Loss $ (11,191) $ (26,651) $ (37,842)
=========================================================================================================================

Net Loss Per Share - Basic and Diluted $ - $ (0.01)
=================================================================================================

Weighted Average Number of Shares Outstanding 7,500,000 4,946,000
=================================================================================================
</table>

F-3

The accompanying notes are an integral part of these financial statements

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Expressed in U.S. Dollars)

Net loss $ (11,191) $ (26,651) $ (37,842)

Adjustment to reconcile net loss to net cash
used in operating activities

Donated management services and rent 3,000 7,000 10,000

Changes in operating assets and liabilities

Accounts payable and accrued liabilities (770) 13,215 12,445
- ---------------------------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities (8,961) (6,436) (15,397)
- ---------------------------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities - - -
- ---------------------------------------------------------------------------------------------------------------------------

Financing Activities

Common stock issued - 30,000 30,000
Advances from related parties 200 3,400 3,600
- ---------------------------------------------------------------------------------------------------------------------------

Net Cash from Financing Activities 200 33,400 33,600
- ---------------------------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash (8,761) 26,964 18,203

Cash, Beginning of Period 26,964 - -
- ---------------------------------------------------------------------------------------------------------------------------

Cash, End of Period $ 18,203 $ 26,964 $ 18,203
===========================================================================================================================

Non-cash Investing and Financing Activities - - -
===========================================================================================================================

Supplemental Disclosure
Interest paid - - -
Income taxes paid - - -
</table>

F-4

The accompanying notes are an integral part of these financial statements

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Statement of Stockholders' Equity
For the period from February 17, 2004 (Date of Inception) to December 31, 2004
(Expressed in U.S. Dollars)

Deficit
Accumulated
Additional During the
Common Shares Paid-in Donated Exploration
Number Par Value Capital Capital Stage Total
<s> <c> <c> <c> <c> <c> <c>
Balance, February 17, 2004 (Date - - - - -
of Inception) - $ $ $ $ $
Shares issued for cash
- March, 2004 at $0.001 5,000,000 5,000 - - - 5,000
- July, 2004 at $0.01 1,400,000 1,400 12,600 - - 14,000
- August, 2004 at $0.01 1,100,000 1,100 9,900 - - 11,000
Donated management services and - - - - 7,000
rent 7,000
Net loss for the period - - - - (26,651) (26,651)
- -------------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004 7,500,000 7,500 22,500 7,000 (26,651) 10,349
(audited)
Donated management services and
rent - - - 3,000 - 3,000
Net loss for the period - - - - (11,191) (11,191)
- -------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 7,500,000 $ 7,500 $ 22,500 $ 10,000 $ (37,842) $ 2,158
(unaudited)
===============================================================================================================================
</table>

F-5

The accompanying notes are an integral part of these financial statements

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

1. Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on February 17, 2004.
The Company is an Exploration Stage Company as defined by Statement of
Financial Accounting Standard ("SFAS") No. 7. The Company has acquired a
mineral property located in the Province of British Columbia, Canada and
has not yet determined whether this property contains reserves that are
economically recoverable. The recoverability of amounts from the property
will be dependent upon the discovery of economically recoverable reserves,
confirmation of the Company's interest in the underlying property, the
ability of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to complete the
development of the property and upon future profitable production or
proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis. The
Company has incurred losses since inception resulting in an accumulated
deficit of $37,842 and further losses are anticipated in the development of
its business raising substantial doubt about the Company's ability to
continue as a going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable operations
in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.

The Company filed an SB-2 Registration Statement to register 2,500,000
shares of common stock for resale by existing shareholders of the Company
with the United States Securities and Exchange Commission. The Company will
not receive any proceeds from the resale of shares of common stock by the
selling stockholders.

2. Summary of Significant Accounting Policies

a) Basis of Presentation

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United
States and are expressed in U.S. Dollars. The Company's fiscal year-end
is September 30.

b) Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.

d) Mineral Property Costs

The Company has been in the exploration stage since its formation on
February 17, 2004 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are charged to operations as incurred. When it has
been determined that a mineral property can be economically developed
as a result of establishing proven and probable reserves, the costs
incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life
of the probable reserve.

F-6

<page>
Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

e) Financial Instruments

The carrying value of cash, accounts payable, accrued liabilities and
due to related parties approximates their fair value because of the
short-term maturity of these instruments. The Company's operations are
in Canada and virtually all of its assets and liabilities are giving
rise to significant exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company's
operations that arise from fluctuations in foreign exchange rates and
the degree of volatility of these rates. Currently, the Company does
not use derivative instruments to reduce its exposure to foreign
currency risk.

f) Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit
risk consist principally of cash. Cash was deposited with a high
quality credit institution.

g) Foreign Currency Translation

The Company's functional and reporting currency is the United States
dollar. Occasional transitions may occur in Canadian dollars and
management has adopted SFAS No. 52 "Foreign Currency Translation".
Monetary assets and liabilities denominated in foreign currencies are
translated using the exchange rate prevailing at the balance sheet
date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of
the transaction. Average monthly rates are used to translate revenues
and expenses. Gains and losses arising on translation or settlement of
foreign currency denominated transactions or balances are included in
the determination of income. The Company has not, to the date of these
financials statements, entered into derivative instruments to offset
the impact of foreign currency fluctuations.

h) Income Taxes

Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has
adopted SFAS No. 109 as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have
not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net
operating losses carried forward in future years.

i) Stock-based Compensation

In December 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS No. 148
is to: (1) provide alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for
stock-based employee compensation, (2) amend the disclosure provisions
to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to
stock-based employee compensation, and (3) to require disclosure of
those effects in interim financial information. The disclosure
provisions of SFAS No. 148 were effective for the Company for the
period ended September 30, 2004.

F-7

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

i) Stock-based Compensation (continued)

The Company has elected to account for stock-based employee
compensation arrangements in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", ("APB No. 25") and comply with the disclosure
provisions of SFAS No. 123 as amended by SFAS No. 148 as described
above. In addition, in accordance with SFAS No. 123 the Company applies
the fair value method using the Black-Scholes option-pricing model in
accounting for options granted to consultants. Under APB No. 25,
compensation expense for employees is recognized based on the
difference, if any, on the date of grant between the estimated fair
value of the Company's stock and the amount an employee must pay to
acquire the stock. Compensation expense is recognized immediately for
past services and pro-rata for future services over the option-vesting
period. To December 31, 2004 the Company has not granted any stock
options.

The Company accounts for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance
with SFAS No. 123 and the conclusions reached by the Emerging Issues
Task Force in Issue No. 96-18. Costs are measured at the estimated fair
market value of the consideration received or the estimated fair value
of the equity instruments issued, whichever is more reliably
measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a
performance commitment or completion of performance by the provider of
goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain
Transactions Involving Stock Compensation - An Interpretation of APB
Opinion No. 25 ("FIN 44"), which provides guidance as to certain
applications of APB 25. FIN 44 is generally effective July 1, 2000 with
the exception of certain events occurring after December 15, 1998.

j) Environmental Costs

Environmental expenditures that relate to current operations are
charged to operations or capitalized as appropriate. Expenditures that
relate to an existing condition caused by past operations, and which do
not contribute to current or future revenue generation, are charged to
operations. Liabilities are recorded when environmental assessments
and/or remedial efforts are probable, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company's
commitments to plan of action based on the then known facts.

k) Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. As at December 31, 2004, the Company has
no items that represent a comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial statements.

F-8

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

l) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation
of both basic and diluted earnings per share (EPS) on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti dilutive.

m) Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 123 (Revised 2004) ("SFAS No. 123R"), "Share-Based
Payment." SFAS No. 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial statements.
That cost will be measured based on the fair value of the equity or
liability instruments issued. SFAS No. 123R represents the culmination
of a two-year effort to respond to requests from investors and many
others that the FASB improve the accounting for share-based payment
arrangements with employees. The scope of SFAS No.123R includes a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SFAS No. 123R replaces SFAS
No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No.
123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment
transactions with employees. However, that statement permitted entities
the option of continuing to apply the guidance in APB Opinion No. 25,
as long as the footnotes to the financial statements disclosed what net
income would have been had the preferable fair-value-based method been
used. Although those disclosures helped to mitigate the problems
associated with accounting under APB Opinion No. 25, many investors and
other users of financial statements believed that the failure to
include employee compensation costs in the income statement impaired
the transparency, comparability, and credibility of financial
statements. Public entities that file as small business issuers will be
required to apply Statement 123R in the first interim or annual
reporting period that begins after December 15, 2005. The adoption of
this standard is not expected to have a material impact on the
Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No. 153
is the result of a broader effort by the FASB to improve financial
reporting by eliminating differences between GAAP in the United States
and GAAP developed by the International Accounting Standards Board
(IASB). As part of this effort, the FASB and the IASB identified
opportunities to improve financial reporting by eliminating certain
narrow differences between their existing accounting standards. SFAS
No. 153 amends APB Opinion No. 29, "Accounting for Nonmonetary
Transactions", that was issued in 1973. The amendments made by SFAS No.
153 are based on the principle that exchanges of nonmonetary assets
should be measured based on the fair value of the assets exchanged.
Further, the amendments eliminate the narrow exception for nonmonetary
exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have
"commercial substance." Previously, APB Opinion No. 29 required that
the accounting for an exchange of a productive asset for a similar
productive asset or an equivalent interest in the same or similar
productive asset should be based on the recorded amount of the asset
relinquished. The provisions in SFAS No.153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after
June 15, 2005. Early application is permitted and companies must apply
the standard prospectively. The effect of adoption of this standard is
not expected to have a material impact on the Company's results of
operations and financial position.

F-9

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

m) Recent Accounting Pronouncements (continued)

FASB has also issued SFAS No. 151 and 152 but they will not have any
relationship to the operations of the Company, therefore a description
and its impact on the Company's operations for each, have not been
disclosed.

n) Interim Financial Statements

The interim unaudited financial statements for the three months ended
December 31, 2004 have been prepared on the same basis as the annual
financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary
to present fairly the Company's financial position, results of
operations and cash flows for the periods shown. The results of
operations for such periods are not necessarily indicative of the
results expected for a full year or for any future period.

o) Reclassifications

Certain reclassifications have been made to the prior period's
financial statements to conform to the current period's presentation.

3. Mineral Properties

Pursuant to a Mineral Property Option Agreement dated July 31, 2004, the
Company was granted an option to acquire a 100% undivided right, title and
interest in twenty mineral claim units, known as the Mosquito King
Property, located in the Kamloops Mining Division of British Columbia,
Canada. To complete the option the Company must make cash payments of
$33,000 as follows:

- $3,000 by August 25, 2004 (paid);
- an additional $5,000 by August 15, 2005; and
- an additional $25,000 by August 15, 2006.

The property will be subject to a 2% net smelter returns royalty.

4. Related Party Balances/Transactions

a) The balance of $3,000 (September 30, 2004 - $3,100) due to the
President of the Company is non-interest bearing, unsecured and due on
demand. The President of the Company charged $3,000 for the preparation
of the Company's SB-2 Registration Statement which was included in
professional fees for the period ended September 30, 2004.

b) The Company was charged $300 (period ended September 30, 2004 - $300)
by a company controlled by the President of the Company for accounting
services. The balance due of $600 (September 30, 2004 - $300) to this
company is non-interest bearing unsecured and due on demand.

c) The President of the Company provides management services and office
premises to the Company. The services are valued at $750 per month and
the office premises are valued at $250 per month. During the period
ended December 31, 2004 donated services of $2,250 and donated rent
expense of $750 were charged to operations.

F-10

<page>

Boss Minerals, Inc.
(An Exploration Stage Company)
Notes To The Financial Statements
(Expressed in U.S. Dollars)

5. Income Taxes

Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has incurred a net
operating loss of $19,436, which expires in 2019. Pursuant to SFAS No. 109
the Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have not
been recognized in these financial statements because the Company cannot be
assured it is more likely than not it will utilize the net operating losses
carried forward in future years.

The components of the net deferred tax asset at September 30, 2004, the
statutory tax rate, the effective tax rate and the elected amount of the
valuation allowance are indicated below:

September 30, 2004
$
(audited)

Net Operating Loss 19,436

Statutory Tax Rate 34%

Effective Tax Rate -

Deferred Tax Asset 6,608

Valuation Allowance (6,608)
---------------------------------------------------------------

Net Deferred Tax Asset -
===============================================================

F-11

Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

Part II

Information Not Required In The Prospectus

Indemnification Of Directors And Officers

Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the
director has a material conflict of interest;

(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);

(3) a transaction from which the director derived an improper
personal profit; and

(4) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:

(1) such indemnification is expressly required to be made by
law;

(2) the proceeding was authorized by our Board of Directors;

(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or

(4) such indemnification is required to be made pursuant to the
bylaws.

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Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee $ 3.17
Transfer Agent fees $ 1,200.00
Accounting and auditing fees and expenses $ 4,000.00
Legal fees and expenses $ 5,000.00
Edgar filing fees $ 1,700.00
-----------
Total $ 11,903.17
===========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

Recent Sales Of Unregistered Securities

We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of two purchasers on March 19, 2004. The total
amount received from this offering was $5,000. Of these shares, 2,500,000 were
sold to Mr. Andrei Krioukov and 2,500,000 were sold to Mr. Alexei Jirniaguine.
Mr. Krioukov is our president, chief executive officer and a director.
Mr. Jirniaguine is our secretary, treasurer and a director. These shares were
issued pursuant to Regulation S of the Securities Act.

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We completed an offering of 2,500,000 shares of our common stock at a price of
$0.01 per share to a total of 25 purchasers on August 16, 2004. The total amount
received from this offering was $25,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers in this offering were as
follows:

Name of Subscriber Number of Shares
------------------ ----------------

Kevin Booth 100,000
Shvonne Deptuck 100,000
Nick Twamley 100,000
Alvin Krishanna 100,000
Calvin Ng 100,000
Mirela Sivic 100,000
Fahimeh Shakeryroushan 100,000
Marcy Deptuck 100,000
Rika Collins 100,000
Jeremy Johnson 100,000
Nilgoun Shamsian 100,000
David Burns 100,000
Sonya Mandic 100,000
Arezon Setoudegan 100,000
Tatjana Mandic 100,000
Jelena Tintor 100,000
P.M.McElheron 100,000
Goran Tintor 100,000
Audrey McElheron 100,000
Doug Raphael 100,000
Monette McElheron 100,000
Kseniya Stepanova 100,000
Melanie Kumar 100,000
Heather Macpherson 100,000
Elizabeth-Anne Rogers 100,000

Regulation S Compliance

Each offer or sale was made in an offshore transaction;

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and
was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;

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The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and

We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

Exhibits
Exhibit
Number Description

3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal opinion of Batcher & Zarcone, LLP, with consent to use**
10.1 Mineral Property Option Agreement dated
July 31, 2004**
10.2 Stock Subscription Agreements
23.1 Consent of Manning Elliott, CA's
23.2 Consent of Batcher & Zarcone, LLP**
23.3 Consent of Mr.Molak, PhD,.P.Geo.**
99.1 Location map*

* filed as an exhibit to our registration statement on Form SB-2
dated November 22, 2004

** filed as an exhibit to our registration statement on Form SB-2
dated December 23, 2004

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

(a) include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration Statement; and
(c) include any additional or changed material information on
the plan of distribution.

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2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

Signatures

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on February 2, 2005.

Boss Minerals, Inc.

By:/s/ Andrei Krioukov
------------------------------
Andrei Krioukov
President, Chief Executive Officer,
and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:

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SIGNATURE CAPACITY IN WHICH SIGNED DATE

/s/ Andrei Krioukov President, Chief Executive February 2, 2005.
- ----------------------- Officer, and Director
Andrei Krioukov

/s/ Alexei Jirniaguine Secretary, Treasurer
- ----------------------- principal accounting February 2, 2005.
Alexei Jirniaguine officer, principal financial
officer and director