Edgar Filing: GOLDSTRIKE INC

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
AMENDMENT NO. 1
FILE NUMBER: 333-111656

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GOLDSTRIKE INC.
---------------------------
(Exact name of Registrant as specified in its charter)

NEVADA 1000 Applied For
------------- --------------------------- ----------------
(State or other Standard Industrial IRS Employer
jurisdiction of Classification Identification
incorporation or Number
organization)

Goldstrike Inc.
Ken Cai, President
1055 West Hastings Street, Suite 1980
Vancouver, British Columbia
Canada V6E 2E9
------------------------------ ----------
(Name and address of principal (Zip Code)
executive offices)

Registrant's telephone number,
including area code: (604)688-8002
Fax:(604)688-8030
--------------
Approximate date of commencement of
Proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.

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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, 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. |__|

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

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CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
-----------------------------------------------------------------------
Common Stock 2,300,000 shares $0.03 $69,000 $5.58
-----------------------------------------------------------------------

(1) Based on the last sales price on September 18, 2003
(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 March 10, 2004

Agent for service of process: Val-U-Corp Services Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, USA 89701
Telephone: 775-887-8853

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PROSPECTUS
GOLDSTRIKE INC.
2,300,000 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 7 - 11.

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 $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. 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: March 10, 2004

Table Of Contents
PAGE
Summary ....................................................... 5
Risk Factors .................................................. 6
- If we do not obtain additional financing, our business
will fail ................................................ 6
- Because we have only recently commenced business operations,
we face a high risk of business failure .................. 7
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ................................................ 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 ....................... 8
- If we identify a mineral deposit on the Goldstrike Property,
we will have to raise substantial additional funds to
determine whether the deposit is commercially viable. If we
cannot raise these funds, our business plan will fail..... 8
- Even if we discover commercial reserves of precious metals
on the Goldstrike Property, we may not be able to
successfully obtain commercial production ................ 8
- If we become subject to burdensome government regulation
or other legal uncertainties, our business will be
negatively effected ...................................... 8
- Because our directors have other business interests,
they may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ......................................... 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
sell the ability to stock ................................ 8
Use of Proceeds ............................................... 9
Determination of Offering Price ............................... 9
Dilution ...................................................... 9
Selling Shareholders .......................................... 9
Plan of Distribution .......................................... 15
Legal Proceedings ............................................. 17
Directors, Executive Officers, Promoters and Control Persons.. 17
Security Ownership of Certain Beneficial Owners and Management 19
Description of Securities ..................................... 20
Interest of Named Experts and Counsel ......................... 21
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities .................................... 21
Organization Within Last Five Years ........................... 22
Description of Business ....................................... 22
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 ................. 30
Available Information ......................................... 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 our sole mineral property: the Goldstrike
property located in the Kamloops Mining Division of British Columbia, Canada. We
own a 100% interest in the 32 mineral claim units comprising the Goldstrike
property. We purchased these claims from Mr. Leopold Lindinger of Kamloops,

British Columbia for a cash payment of $3,584 and the issuance of 50,000 shares
of our common stock.

Our objective is to conduct mineral exploration activities on the Goldstrike
property in order to assess whether it possesses economic reserves of gold and
copper. 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 June 6, 2003 under the laws of the state of Nevada. Our
principal offices are located at 1055 West Hastings Street, Suite 1980,
Vancouver, British Columbia, Canada. Our telephone number is (604) 688-8002.

The Offering:

Securities Being Offered Up to 2,300,000 shares of common stock.

Offering Price The selling shareholders will sell our
shares at $0.03 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. 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
2,300,000 shares of common stock have been sold,the
shares no longer need to be registered to be sold
by operation of Section 144(k) or we decide
to terminate the registration of the shares.

Securities Issued
And to be Issued 3,300,000 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.

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

Summary Financial Information

Balance Sheet Data December 31, 2003
------------------ -----------------

Cash $20,033
Total Assets $24,293
Liabilities $ 8,489
-------
Total Stockholders' Equity $15,804

Statement of Loss and Deficit

From Incorporation on
June 6, 2003 to December 31, 2003

Revenue $ 0
Net Loss ($ 15,746)

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 Goldstrike property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of March 10,
2004, we had cash in the amount of $10,418. We currently do not have any
operations and we have no income.

Our business plan calls for significant expenses in connection with the
exploration of the Goldstrike 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. We will also require additional financing if the costs of the
exploration of the Goldstrike property are greater than anticipated.

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 we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market price for gold and copper, 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.

-7-
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 our sale of a partial interest in the Goldstrike
property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.

We have only recently commenced exploration on the Goldstrike property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on June 6, 2003 and to date have been involved
primarily in organizational activities and the acquisition of our 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.

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. We can
provide investors with no assurance that our mineral claims contain economic
mineralization or reserves of gold or copper. Exploration for minerals is a
speculative venture necessarily involving substantial risk. 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.

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.

IF WE IDENTIFY A MINERAL DEPOSIT ON THE GOLDSTRIKE PROPERTY, WE WILL HAVE TO
RAISE SUBSTANTIAL ADDITIONAL FUNDS TO DETERMINE WHETHER THE DEPOSIT IS
COMMERCIALLY VIABLE. IF WE CANNOT RAISE THESE FUNDS, OUR BUSINESS PLAN WILL
FAIL.

If we complete sufficient exploration on the Goldstrike property and are
successful in identifying a mineral deposit, the probability of which is low, we
must still spend substantial funds on further drilling and engineering studies
before we will know if the Goldstrike property possesses a commercially viable
mineral deposit, a reserve.

-8-

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE GOLDSTRIKE
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION. AS
A RESULT, OUR BUSINESS PLAN WILL FAIL.

The Goldstrike property does not contain any known bodies of mineralization. If
our exploration programs are successful in establishing gold and copper of
commercial tonnage and grade, we will require additional funds in order to place
the property into commercial production. At this time, we cannot assure
investors that we will be able to obtain such financing.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR ABILITY TO EXPLORE TO GOLDSTRIKE PROPERTY MAY BE IMPAIRED AND
OUR COSTS COULD INCREASE.

There are several governmental regulations that materially restrict mineral
property exploration and development. Under British Columbia 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 do will not affect our current exploration
plans, if we proceed to commence drilling operations on the Goldstrike property,
we will incur modest regulatory compliance costs.

BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our directors, Mr. Ken Cai and Mr. Yenyou Zheng, each only spend approximately
20% of their business time providing services to us. While they presently
possess adequate time to attend to our interests, it is possible that the
demands on them from his other obligations could increase with the result that
they would no longer be able to devote sufficient time to the management of our
business.

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 we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the NASD over the counter bulletin board upon the
effectiveness of the registration statement, of which this prospectus forms a
part. However, we can provide investors with no assurance that our shares will
be traded on the bulletin board or, if traded, that a public market will
materialize. 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
Securities and Exchange Act. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes

-9-

it more difficult for a broker-dealer to sell the stock into a secondary market,
which makes it more difficult for a purchaser to liquidate his or her
investment. 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 Securities and Exchange Act. Rather than creating a need to comply
with those rules, some broker-dealers will refuse to attempt to sell penny
stock.

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 are most likely to 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 $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. 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 Shareholders

The selling shareholders named in this prospectus are offering all of the
2,300,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933 and in connection with our
acquisition of the Goldstrike property. The shares include the following:

1. 2,000,000 shares of our common stock that the selling
shareholders 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 8, 2003;

2. 50,000 shares of our common stock that Mr. Leopold Lindinger
acquired from us on June 30, 2003 in connection with our
acquisition of the Goldstrike property. This issuances was
exempt from registration under Section 4(2) of the Securities
Act;

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3. 250,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 and was
completed on September 18, 2003;

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 Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
--------------------------------------------------------------------------------

Zhipong Cai 162,500 162,500 Nil Nil
#1200, Kunzun Tower
9 Zhichuan Road
Haidian
Beijing, China

Chuanmei Deng 162,500 162,500 Nil Nil
18 Main Street
Luotian
Hubei, China

Zhiquan Cai 162,500 162,500 Nil Nil
2-301, Building 16
Yihai Garden
Fongtai
Beijing, China

Zhibing Cai 162,500 162,500 Nil Nil
18 Main Street
Luotian
Hubei, China

Fongmei Yu 162,500 162,500 Nil Nil
18 Main Street
Luotian
Hubei, China

Golden Dragon 62,500 62,500 Nil Nil
Capital Inc.
East Asia Chambers
P.O. Box 901
Road Town, Tortola
British Virgin Islands

Sai Bao Li 162,500 162,500 Nil Nil
1 Nanhu Street
Yueyang
Hunan, China

Hang Pan 162,500 162,500 Nil Nil
1380 Springer Ave
Burnaby, B.C.
Canada

Tianying Zheng 162,500 162,500 Nil Nil
2-88 Steet, Xiaohe
Weiyuan
Sichaun, China

-11-

Suran Liu 162,500 162,500 Nil Nil
768 Prior St.
Suite 114
Vancouver, B.C.
Canada

Bing Zhang 162,500 162,500 Nil Nil
112 Houshan
Heshijiao
Dalian, China

Lianke Zheng 162,500 162,500 Nil Nil
160 Main Street
Weiyuan
Sichuan, China

Yufong Hu 150,000 150,000 Nil Nil
160 Main Street
Weiyuan
Sichuan, China

James Ann 10,000 10,000 Nil Nil
2188 W. 33rd Ave
Vancouver, B.C.
Canada

Ting Wang 10,000 10,000 Nil Nil
7400 Gilbert Rd.
Suite 13
Richmond, B.C.
Canada

Hai Lin Hu 10,000 10,000 Nil Nil
4300 Mayberry St.
Suite 802
Burnaby, B.C.
Canada

Jian Cai 10,000 10,000 Nil Nil
Room 201, Unit 1
Building One A
Hualongyuan
Residential Dist.
Changping
Beijing, China

-12-

Bin Huang 10,000 10,000 Nil Nil
1228 W 39th Ave.
Vancouver, B.C.
Canada

Qiang Li 10,000 10,000 Nil Nil
1228 W 39th Ave.
Vancouver, B.C.
Canada

Howard X. Song 10,000 10,000 Nil Nil
1289 W. 41st Ave.
Vancouver, B.C.
Canada

Sabrina Xia Zhang 10,000 10,000 Nil Nil
5700 Arcadia Rd
Suite 203
Richmond, B.C.
Canada

Jie Yang 10,000 10,000 Nil Nil
1560 Prince St
Suite 16
Port Moody, B.C.
Canada

Xiuoing Shao 10,000 10,000 Nil Nil
1635 Blue Jay Place
Coquitlam, B.C.
Canada

Xiaohua Qin 10,000 10,000 Nil Nil
1199 Castwood St.
Suite 705
Coquitlam, B.C.
Canada

Alexander Chen 10,000 10,000 Nil Nil
1635 Blue Jay Place
Coquitlam, B.C.
Canada

Jun Ma 10,000 10,000 Nil Nil
1433 Beach Ave.
Suite 403
Vancouver, B.C.
Canada

-13-

Jainwei Hou 10,000 10,000 Nil Nil
2545 W 18th Ave
Vancouver, B.C.
Canada

Zhenyong Gao 10,000 10,000 Nil Nil
2545 W 18th Ave
Vancouver, B.C.
Canada

Hongli Zhang 10,000 10,000 Nil Nil
2290 E. 48th Ave
Vancouver, B.C.
Canada

Lijing Song 10,000 10,000 Nil Nil
2545 W 18th Ave
Vancouver, B.C.
Canada

Allen Xie 10,000 10,000 Nil Nil
3888 W 12th Ave
Vancouver, B.C.
Canada

James Zahn 10,000 10,000 Nil Nil
7433 Government St
Burnaby, B.C.
Canada

Yuezhi Zhao 10,000 10,000 Nil Nil
549 Yale Road
Port Moody, B.C.
Canada

Lianmin Chen 10,000 10,000 Nil Nil
6588 South Oaks Cres
Burnaby, B.C.
Canada

Zhe Li 10,000 10,000 Nil Nil
#6 Building A
Huafong Apartment
Lupukong
Xichen District
Beijing, China

-14-

Steven Meyer 10,000 10,000 Nil Nil
3924 W 19th Ave
Vancouver, B.C.
V6S 1E1

William Meyer 10,000 10,000 Nil Nil
728 Guiltner St
Coquitlam, B.C.
Canada

Marion Meyer 10,000 10,000 Nil Nil
728 Guiltner St
Coquitlam, B.C.
Canada

Leopold Lindinger 50,000 50,000 Nil Nil
879 McQueen Drive
Kamloops, B.C.
Canada

The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. 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 3,300,000 shares of common stock outstanding on the date of this prospectus.

Zhibing Cai, Zhipong Cai and Zhiquan Cai are brothers of Dr. Ken Cai, our
president and a director.

Tianying Zheng is a cousin of, and Lianke Zheng is the uncle of Dr. Yenyou
Zheng, our secretary, treasurer and a director.

Otherwise, 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.

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 $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market

-15-

prices or privately negotiated prices. 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.

The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such re-sales may pay or receive commissions to or from the purchasers of such
shares.

These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. We can provide no
assurance that all or any of the common stock offered will be sold by the
selling shareholders.

We are bearing all costs relating to the registration of the common stock. These
are estimated to be $20,000. 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 Securities 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
Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate

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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 to such duties or other requirements of
* 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 effecting any transaction in a
penny stock, the customer:

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

"Blue Sky" Laws

"Blue Sky" refers to state laws that regulate the offer and sale of securities,
as well as registration and reporting requirements. These laws vary from state
to state. Before a security may be sold in a state, there must be a registration
in place to cover the transaction, or an available exemption from registration.

We have not taken any steps to ensure that the selling shareholders may resell
their shares in any particular state. Each selling shareholder shall be
responsible for determining whether a resale of the shares is exempt from state
securities registration requirements or for any filing or disclosure
requirements. Selling shareholders may also sell their shares in foreign
jurisdictions provided that they comply with securities laws of the jurisdiction
in question.

-17-

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
----------------------- -----
Ken Cai 38
Yenyou Zheng 45

Executive Officers:

Name of Officer Age Office
--------------------- ----- -------
Ken Cai 38 President, Chief
Executive Officer,
and a Director

Yenyou Zheng 45 Secretary, Treasurer,
Principal Accounting
Officer and a Director

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.

Dr. Ken Cai has acted as our president, chief executive officer and as a
director since our incorporation. He graduated from Queens University with a
doctorate in mineral economics in 1996. For the past 16 years, he has been
involved in providing business development consulting services in the fields of
mineral exploration, reporting company administration and corporate finance. He
does not provide, nor is he technically qualified to provide, advice regarding
mineral property exploration programs or matters relating to geology. He
currently provides consulting services to Minco Mining & Metals Corp., Dragon
Pharmaceuticals Inc. and Tranzcom Security Networks Inc.

Since February 1996, Dr. Cai has acted as President, C.E.O. and a director of
Minco Mining & Metals Corporation, a Toronto Stock Exchange listed company
involved mineral property exploration in China. Since December 2001, he has also
acted as Chairman of the Board and C.E.O. of Tranzcom Security Networks Inc., a
TSX Venture Exchange listed company that conducts business as a security network
provider in Beijing, China. The TSX Venture Exchange is a stock exchange with
principal offices in Toronto, Calgary and Vancouver for early-stage, venture
companies. The Toronto Stock Exchange is Canada's principal stock exchange for
established companies.

Dr. Cai is also the former chairman, executive director and co-founder of Dragon
Pharmaceuticals Inc. and the chairman and co-founder of Aquosol Envirotech Ltd.
Dragon Pharmaceuticals is a Canadian and United States reporting company that
trades on the Toronto Stock Exchange and OTC Bulletin Board. It is one of the
world's largest producers of Epoetin Alfa, a therapeutic protein used to treat
anemia related to kidney failure, chemotherapy and surgery. Aquosol Envirotech
(Canada) Ltd. is a private Canadian company involved in waste water treatment
technology.

Dr. Cai intends to devote approximately 10 to 12 hours per week to our business
affairs.

-18-

Dr. Yenyou Zheng has acted as our secretary, treasurer, principal accounting
officer and as a director since our incorporation. He received his doctorate
degree in physics from Flinders University of South Australia in 1990. From 1991
to 2001, he worked as a senior research scientist at the University of British
Columbia in Vancouver. Dr. Zheng has also served as an adjunct professor at
Tsinghua University in Beijing, China since 1995. He currently acts as president
of the Canada China Economy & Technology Centre and as a senior advisor to the
Dalian High-Technology Industrial Zone in Dalian City, China. Dr. Zheng is also
an advisor to Palcan Fuel Cell Ltd., a British Columbia and Alberta reporting
company, with respect to its business development in China.

Dr. Zheng's principal occupation is as founding director and President of
Aquasol Envirotech (Canada) Ltd. Since 1999, he has been responsible for its
corporate management and the market development of its proprietary water and
wastewater treatment technologies.

Dr. Zheng intends to devote approximately 10 to 12 hours per week to our
business 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.

Significant Employees

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

Conflicts of Interest

We do not have any procedures in place to address conflicts of interest that may
arise in our directors between our business and their other business activities.

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 Ken Cai 600,000 18.18%
Stock President, Chief
Executive Officer
And Director
1055 West Hastings Street
Suite 1980
Vancouver, B.C.
Canada

-19-

Common Yenyou Zheng 400,000 12.12%
Stock Secretary, Treasurer
Principal Accounting Officer
and Director
1055 West Hastings Street
Suite 1980
Vancouver, British Columbia
Canada

Common All Officers and Directors 1,000,000 30.30%
Stock as a Group that consists of shares
two people

The percent of class is based on 3,300,000 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 March 10, 2004, there were 3,300,000 shares of our common stock issued and
outstanding that are held by 41 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. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. 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.

-20-

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 or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.

Warren J. Soloski, our independent 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 Moen & Company, Chartered Accountants, 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. 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,

-21-

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 court of appropriate jurisdiction. We will then be
governed by the court's decision.

Organization Within Last Five Years

We were incorporated on June 6, 2003 under the laws of the state of Nevada. On
that date, Ken Cai and Yenyou Zheng were appointed as our directors. As well,
Dr. Cai was appointed as our president and chief executive officer, while Dr.
Zheng 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 own a 100% interest in 32 contiguous mineral claim units known
collectively as the Goldstrike property.

Our plan of operation is to conduct exploration work on the Goldstrike property
in order to ascertain whether it possesses economic quantities of gold or
copper. There can be no assurance that economic mineral deposits or reserves
exist on the Goldstrike 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.

Goldstrike Property Purchase Agreement

On June 30, 2003, we entered into an agreement with Mr. Leopold Lindinger of
Kamloops, British Columbia, whereby he agreed to sell to us a total of 32
mineral claim units located near Blue River, British Columibia that have the
potential to contain gold and copper mineralization or deposits. In order to
acquire a 100% interest in these claims, we paid $3,584 and issued 50,000 shares
of common stock to Mr. Lindinger.

Description, Location and Access

The Goldstrike property is located in the Kamloops Mining Division approximately
29 kilometers south-southeast of the community of Blue River, British Columbia.
Access to the property can be gained from either the town of Vavenby, or between
Avola and Blue River located along highway 5 north of the city of Kamloops. The
latter access is the most expedient and utilizes a major logging road that
follows the Finn Creek valley to the headwaters of the Adams River. Travel is
then southerly via a series of branch roads that transect much of the property
and surrounding area. The property is accessible from late May to mid-October.
In some years, late season and winter logging occurs that greatly expands the
accessible time frame.

-22-

The Goldstrike property is situated in the Columbia Mountains near the
headwaters of the Adams River. Several easterly trending creeks transect the
claims. Slopes are generally moderate to the east and southeast with steeper
areas confined to the headwaters of the tributaries. Elevations range from 760
meters to 2,000 meters near the northwest corner of the claims. The terrain over
most of the property is not an impediment to exploration work.

Winter snowpacks of several meters are not uncommon. The central portions of the
Goldstrike property are generally snow free from late May to early November.

Exploration History

To date, no mineral deposit has been delineated on the Goldstrike property.
Consequently there has been no production from the property or any reserved or
resource calculated.

In late 1998, Mr. Lindinger, the person who sold the Goldstrike property to us,
discovered gold and bismuth mineralization on the property. Bismuth is a metal
that is sometimes found in the presence of gold and is used in various products
such as safety devices, metal alloys, nuclear reactors, cosmetics and medicines.
Recent gold discoveries in the Yukon and Alaska spurred exploration for gold
deposits found in areas containing significant amounts of bismuth. The presence
of similar geological occurrences in southern British Columbia has led to
exploration of these regions.

During 1999, Cassidy Gold Corp. commenced exploration on the claims to determine
the geological setting and mineral potential of the property. Soil sampling
resulted in the discovery of additional gold mineralization trending in a
east-southeast direction, known as the Bizar showing, as well as in a road bank
1.5 kilometers southeast of the Bizar showing. Soil sampling involves gathering
dirt from property areas with the most potential to host economically
significant mineralization based on past exploration results. All samples
gathered are then sent to a laboratory where they are crushed and analysed for
metal content.

Cassidy Gold Corp. drill tested the Bizar showing and the road bank areas in
late 1999. 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.

Drilling in the area of the Bizar showing encountered narrow zones of gold
mineralization that could not be definitely correlated to the mineralization
seen on surface. The drilling on the road bank did not result in the discovery
of any significant mineralization.

The information on the drilling work performed by Cassidy Gold Corp. was
provided to us by Mr. Leopold Lindinger, a professional geologist and the vendor
of the Goldstrike property.

We intend to conduct additional exploration work on the property to test the
apparent east-southeast trend of gold, bismuth, copper and arsenic
mineralization and its potential continuation to the east. We plan to expand the
existing grid with continued soil and rock sampling.

The source of mineralization that Cassidy Gold Corp. found in the road bank is
likely proximal. The shallow overburden, the layer of soil above the rock,
suggests that soil sampling would be effective. We intend to establish a
detailed grid and collect close spaced (25 meter) soil samples. Grid emplacement
involves dividing a portion of the property being explored into small sections.
Results from sampling are then recorded according to the section of the grid
from which they are gathered.

-23-

Any anomalous areas will be followed by trenching and drilling. Trenching
involves removing surface soil using a backhoe or bulldozer. Samples are then
taken from the bedrock below and analysed for mineral content.

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 the province of British Columbia, specifically.
Under these laws, prior to production, we have the right to explore the
property, subject only to a notice of work which may entail posting a bond if we
significantly disturb the property surface. This would first occur during the
drilling phase of exploration.

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

We 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;

-24-

- 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.

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 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.

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.

Plan Of Operations

Our plan of operation for the twelve months following the date of this
prospectus is to complete exploration on the Goldstrike property consisting of
grid establishment and soil and rock sampling, and to proceed with a further
program of sampling and trenching. We anticipate that the first stage of this
exploration program will cost approximately $7,000 and that the second stage
will cost about $20,000.

As well, we anticipate spending an additional $20,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $47,000.

We are able to proceed with the first stage of this exploration program without
additional financing. We expect to commence this program in March or April 2004.

We anticipate this program will take approximately 30 days, including the
interpretation of all data collected. Subject to securing additional funding of
approximately $20,000, we anticipate proceeding with further sampling and
trenching in May or June 2004. We will require additional financing in order to
complete this phase of exploration.

We will require additional funding in order to proceed with the trenching
program. We anticipate that additional funding will be required in the form of
equity financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding

-25-

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.

Our cash reserves are not sufficient to meet our obligations for the
next twelve-month period. As a result, we will need to seek additional funding
in the near future. We currently do not have a specific plan of how we will
obtain such funding; however, we anticipate that additional funding will be in
the form of equity financing from the sale of our common stock. We may also seek
to obtain short-term loans from our directors, although no such arrangement has
been made. At this time, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock or
through a loan from our directors to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.

Results Of Operations For Period Ending December 31, 2003

We did not earn any revenues during the period ending December 31, 2003. We do
not anticipate earning revenues until such time as we have entered into
commercial production on the Goldstrike property. 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 $15,746 for the period from our
inception on June 6, 2003 to December 31, 2003. These operating expenses were
comprised of legal fees of $7,209, mineral property expenses of $5,120, audit
fees of $1,786, incorporation costs of $751, office costs of $50 and bank
charges of $444.

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 own a 100% interest in 32 mineral claim units comprising the Goldstrike
property. We do not own or lease any property other than the Goldstrike
property.

Certain Relationships And Related Transactions

Except as described 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;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.

-26-

Dr. Yenyou Zheng, one of our directors, loaned $500 to us during the period
ended December 31, 2003. This amount is unsecured and non-interest bearing.
There are no specific terms of repayment.

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 32 registered
shareholders.

Rule 144 Shares

A total of 1,000,000 shares of our common stock are available for
resale to the public after August 8, 2004 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 33,000, 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.

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 1,000,000 shares that may be sold pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

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

-27-

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 June 30, 2003.

Annual Compensation

Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
_______________________________________________________________________
Ken Pres., 2003 $0 0 0 0 0 0
Cai CEO &
Dir.

Yenyou Sec., 2003 $0 0 0 0 0 0
Zheng & Dir.

Stock Option Grants

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

Consulting Agreements

We do not have any employment or consulting agreement with Dr. Cai or Mr. Zheng.
We do not pay them any amount for acting as a director.

-28-

Financial Statements

Index to Financial Statements:

1. Auditors' Report;

2. Audited financial statements for the period ending December 31, 2003,
including:

a. Auditors Report;
b. Balance Sheet;
c. Statement of Operations;
d. Statement of Cash Flows;
e. Statement of Stockholders' Equity; and
f. Notes to Financial Statements

-29-

MOEN AND COMPANY
CHARTERED ACCOUNTANTS

Securities Commission Building
PO Box 10129 Telephone:(604)662-8899
Suite 1400 - 701 West Georgia Street Fax:(604)662-8809
Vancouver, British Columbia Email: moenandcompany@attcanada.net
Canada V7Y 1C6

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

INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
Goldstrike Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheet of Goldstrike Inc. as of December
31, 2003, and the related Statement of Operations, Retained Earnings, Cash Flows
and Changes in Stockholders' Equity for the period from the date of inception on
June 9, 2003 to December 31, 2003. 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 auditing standards generally accepted
in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the financial position of Goldstrike Inc. as of December
31, 2003, and the results of its operations and its cash flows for the period
then ended in conformity with accounting principles generally accepted in the
United States of America.

"Moen and Company"
("Signed")
Chartered Accountants
Vancouver, British Columbia, Canada
February 10, 2004

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Balance Sheet
December 31, 2003
(In U.S. Dollars)

ASSETS
December 31, September 30, June 30,
Current Assets 2003 2003 2003
-------------- ------------- ----------------

Cash and cash equivalents $ 20,033 $ 24,544 $ --
Share subscription receivable 626 626 --
------------- -------------- ----------------
20,659 25,170 --

Mineral Properties (note 2 and 3) 3,634 3,634 --
------------- -------------- ----------------
$ 24,293 $ 28,804 $ --
============= ============== ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued $ 7,989 $ -- $ --
Due to related party (note 4) 500 500 --
-------------- -------------- ----------------
8,489 500 --
-------------- -------------- ----------------
Stockholders' Equity
Capital Stock (note 5)
Authorized:
75,000,000 common shares at $0.001 par value
Issued and fully paid
3,000,000 common shares
at par value 3,300 3,300 --
additional paid capital 28,250 28,250 --
------------- ------------- ----------------
31,550 31,550 --
Deficit, accumulated during the exploration stage (15,746) (3,246) --
------------- ------------- ----------------
15,804 28,304 --
-------------- ------------- ----------------
$ 24,293 $ 28,804 $ --
============= ============== ================

Approved on Behalf of the Board:
"Ken Cai" , President and Chief Executive Officer and Director
------------------

"Jeff Yenyou Zheng" , Secretary and Treasurer and Chief Financial Officer and
--------------------- Director

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Income
For the Period From Date of Inception on June 9, 2003 to December 31, 2003
(In U.S. Dollars)

From Date From Date
of Inception of Inception
June 9, Quarter Quarter June 9,
2003 to Ended Ended 2003 to
December 31, December 31, September 30, June 30,
2003 2003 2003 2003
-------------- -------------- ------------- ----------------

Administration Expenses
Audit fees $ 1,786 $ -- $ 1,786 $ --
Bank charges 444 171 273 --
Incorporation costs 751 -- 751 --
Legal fees 7,209 7,209 -- --
Mineral property expenses 5,120 5,120 -- --
Office costs 436 -- 436 --
-------------- -------------- ------------- ----------------
Net Loss for the Period $ 15,746 $ 12,500 $ 3,246 $ --
============== ============== ============= ================

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Retained Earnings (Deficit)
For the Period From Date of Inception on June 9, 2003 to December 31, 2003
(In U.S. Dollars)

Balance, beginning of period $ -- $ (3,246) $ -- $ --
Net Loss for the Period (15,746) (12,500) (3,246) --
-------------- ------------- -------------- ----------------
Retained Earnings (Deficit), April 30, 2002 $ (15,746) $ (15,746) $ (3,246) $ --
============== ============== ============= ================

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Cash Flows
For the Period From Date of Inception on June 9, 2003 to December 31, 2003
(In U.S. Dollars)

Cash Provided by (Used for)
Operating Activities
Loss for the period $ (15,746) $ (12,500) $ (3,246) $ --
Changes in non-cash working capital items --
Share subscription receivable (626) -- (626) --
Accounts payable and accrued 7,989 7,989 -- --
-------------- -------------- ------------- ----------------
(8,383) (4,511) (3,872) --
-------------- -------------- ------------- ----------------
Investing Activities
Mineral properties - cash paid (3,584) -- (3,584) --
-------------- -------------- ------------- ----------------

Financing Activities
Capital stock subscribed 31,500 -- 31,500 --
Due to related party 500 -- 500 --
Advances on subscriptions -- -- -- --
-------------- -------------- ------------- ----------------
32,000 -- 32,000 --
-------------- -------------- ------------- ----------------
Increase in Cash During the Period 20,033 (4,511) 24,544 --
Cash and cash equivalents,
Beginning of the Period -- 24,544 -- --
-------------- -------------- ------------- ----------------
Cash and cash equivalents,
End of the Period $ 20,033 $ 20,033 $ 24,544 $ --
============== ============== ============= ================

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Statement of Stockholders' Equity
For the Period From Date of Inception on June 9, 2003 to December 31, 2003
(in U.S. Dollars)

Price Number of Additional Total Retained Total
Per Common par Paid-in Capital Earnings Shareholders'
Share Shares Value Capital Stock (Deficit) Equity
------------------------------------------------------------------------------

6/30/2003 Issuance for mineral properties 50,000 $50 $50 $50
8/8/2003 Issuance for cash $0.008 3,250,000 3,250 28,250 31,500 31,500
Net loss for the period (15,746) (15,746)
----------------------------------------------------------------------
Balance, December 31, 2003 3,300,000 $3,300 $28,250 $31,550 $(15,746) $15,804
======================================================================

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 1. ORGANIZAITON AND NATURE OF BUSINESS

We were incorporated on June 9, 2003 under the Company Act of the State
of Nevada, U.S.A. to pursue opportunities in the business of mineral
explorations. June 9, 2003 is also the inception date of the Company.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These financial statements have been prepared in accordance with
Accounting Principles Generally Accepted in the United States
("USGAAP").

Exploration stage company

Goldstrike is an exploration stage company as it does not have an
established commercial deposit and is not in the production stage".

Use of estimates

The preparation of financial statements in conformity with USGAAP
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 dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents consist of cash on deposit and highly liquid
short-term interest bearing securities with a maturity at the date of
purchase of three months or less.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statement at currently
enacted income tax rates applicable to the period in which the deferred
tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As
changes in tax laws or rate are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Compensated absences

Employees of the corporation are entitled to paid vacations, sick days
and other time off depending on job classification, length of service
and other factors. It is impractical to estimate the amount of
compensation for future absences, and accordingly, no liability has
been recorded in the accompanying financial statements. The
corporation's policy is to recognize the costs of compensated absences
when paid to employees.

Net profit per share

Goldstrike adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings per
share. Basic earnings per share is computed by dividing net income
available to common shareowners by the weighted average number of
common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contacts to issue common stock were exercised or converted into common
stock. In accordance with FASB 128, any anti-dilution effects on net
loss per share are excluded.

Disclosure about fair value of financial instruments

Goldstrike has financial instruments, none of which are held for
trading purposes. Goldstrike estimates that the fair value of all
financial instruments at September 24, 2003 as defined in FASB 107,
does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet. The
estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are
not necessarily indicative of the amounts that the Company could
realize in a current market exchange.

Concentration of credit risk

Financial instruments that potentially subject Goldstrike to a
significant concentration of credit risk consist primarily of cash and
cash equivalents which are not collateralized. Goldstrike limits its
exposure to credit loss by placing its cash and cash equivalents with
high credit quality financial institutions.

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Long-lived assets

Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," requires that long-lived assets be reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of the asset in question may not be recoverable.
This standard did not have a material effect on the Company's results
of operations, cash flows or financial position in these financial
statements.

Foreign currency translation

The accounts of Goldstrike are translated into US Dollars on the
following basis:

* Monetary assets and liabilities are translated at the current rate of
exchange.
* The weighted average exchange rate for the period is used to translate
revenue, expenses, and gains or losses from the functional currency to the
reporting currency.
* The gain or loss on translation is reported as a separate component of
stockholders' equity and not recognized in net income. Gains or losses on
remeasurement are recognized in current net income.
* Gains or losses from foreign currency transactions are recognized in
current net income.
* Fixed assets are measured at historical exchange rates that existed at the
time of the transaction.
* Depreciation is measured at historical exchange rates that existed at the time
the underlying related asset was acquired.
* An analysis of the changes in the cumulative translation adjustment as
disclosed as part of stockholders' equity. There are no cumulative translation
adjustments to August 31, 2003.

Stock-based Compensation

SFAS No. 123, "Accounting for stock-based compensation" permits the use
of either a "fair value based method" or the "intrinsic value method"
defined in Accounting Principles Board Opinion 25, "Accounting for
stock issued to employees" (APB 25) to account for stock-based
compensation arrangements.

Companies that elect to use the method provided in APB25 are required
to disclose pro forma net income and pro forma earnings per share
information that would have resulted from the use of the fair value
based methods. The Company has elected to continue to determine the
value of stock-based compensation arrangements with employees under the
provisions of APB 25. No pro forma disclosures have been included with
the accompanying financial statements as there was no pro forma effect
to the Company's net loss or net loss per share.

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Mineral property acquisition costs and deferred exploration
expenditures

a) Mineral property acquisition costs are capitalized.
Exploration costs and mine development costs to be incurred,
including those to be incurred in advance of commercial
production and those incurred to expand capacity of proposed
mines, expensed as incurred while Goldstrike is in the
exploration stage. Mine development costs to be incurred to
maintain production will be expensed as incurred. Depletion and
amortization expense related to capitalized mineral properties,
exploration costs and mine development costs will be computed
using the units-of-production method based on proved and
probable reserves.

b) US GAAP requires that whenever events or changes in
circumstances indicate that the carrying amount may not be
recoverable, the entity shall estimate the future cash flows
expected to result from the use of the asset and its eventual
disposition. If the sum of the discounted future cash flows is
less than the carrying amount of the asset, an impairment loss
(difference between the carrying amount and fair value) should
be recognized as a component of income from continuing
operations before income taxes.

c) Where properties are disposed of, the sales proceeds
are, firstly, applied as a recovery of mineral property
acquisition costs, and secondly, as a gain or loss recorded in
current operations.

Values

The amounts for mineral properties and deferred expenses represent
costs incurred to date and are not intended to reflect present or
future values. The recoverability of the amounts shown for mineral
properties and deferred exploration costs is dependent on the
confirmation of economically recoverable reserves, the ability of
Goldstrike to obtain the necessary financing to successfully complete
their development, including compliance with the requirements of
lenders who may provide this financing from time to time, and upon
future profitable operations.

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 3. MINERAL PROPERTIES

As at June 30, 2003, Goldstrike signed a Mineral Property Sale
Agreement with Joseph Eugene Leopold Lindinger ("Eugene"), whereby
Goldstrike acquired a 100% undivided interest in the BIZ Properties
(BIZ1, BIZ2, BIZ6 and BIZ7, (Tenure Number 366276, 369518, 369719 and
370056), located in the Kamloops Mining Division, in the Province of
British Columbia, Canada, subject to the following terms and
conditions:

a) pay to Eugene $3,584 and issue to Eugene 50,000 common
shares (issued) at the price of $0.001 per share for a total of
$50 on execution of this agreement. The cost of mineral properties
of $3,634 is capitalized in these financial statements.

b) Within the 120 day period after the effective date (June
30, 2003), pay $2,514 to Eugene to complete an assessable
exploration work program of sufficient value in order to maintain
the property for at lease one year past the current claim expiry
date. Within 90 days past the current claim expiry date of
November1, 2003, pay an additional $2,286 for the remainder of the
completed work program and a completed assessment report. Of which
two copies will be sent to the Ministry of Energy and Mines and up
to two copies to Goldstrike;

c) pay all applicable claim maintenance recording fees as part of the
property maintenance requirements.

Note 4. RELATED PARTY TRANSACTION

The amount of $500 as at December 31, 2003 is due to a director,
officer and shareholder of the Company. This amount is unsecured, non
interest bearing, with no specific terms of repayment.

Note 5. CAPITAL STOCK

a) Authorized: 75,000,000 common shares with a par value of $0.001 per
share.

b) Issued and outstanding common shares as at December 31, 2003, are as
follows:

Additional
Number of Par Paid-In
Shares Value Capital Total
---------- ------ ---------- -----

issuance for mineral properties 50,000 $ 50 - $ 50
issuance for cash 3,250,000 3,250 28,250 31,500
--------- ------ ------- -------
Balance, December 31, 2003 3,300,000 $3,300 $ 28,250 $ 31,550
========= ====== ======= =======

GOLDSTRIKE INC.
(A Nevada Corporation)
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2003
(in U.S. Dollars)

Note 6. INCOME TAXES

There is a loss of $15,746 carried forward that may be applied
towards future profits. No deferred income taxes are recorded as an
asset. A reserve has been claimed that offsets the amount of tax
credit available from use of the loss carry forward because there is
presently no indication that this tax loss will be utilized.

Note 7. FINANCIAL INSTUMENTS

Goldstrike's financial instruments consist of cash and cash
equivalents, accounts payable and accrued, due to related party and
share subscription receivable. It is management's opinion that
Goldstirke is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of
these financial statements approximates their carrying values.

Note 8. PENSION AND EMPLOYMENT LIABILITIES

Goldstrike does not have liabilities as at December 31, 2003, for
pension, post-employment benefits or post-retirement benefits.
Goldstrike does not have a pension plan.

-30-

Changes In And Disagreements With Accountants

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

Available Information

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
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.

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 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.

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 $ 5.58
Transfer Agent Fees $ 1,000.00
Accounting fees and expenses $ 7,000.00
Legal fees and expenses $ 10,000.00
Edgar filing fees $ 1,500.00

-----------
Total $ 19,505.58
===========

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 2,000,000 shares of our common stock at a price of
$0.008 per share to a total of 15 purchasers on August 8, 2003. The total amount
received from this offering was $16,000. We completed this offering pursuant to
Regulation S of the Securities Act. Our president, Ken Cai, purchased 600,000 of
the shares sold in this offering, while our secretary and treasurer, Yenyou
Zheng, purchased 400,000 shares.

The other purchasers were as follows:

Name of Purchaser Number of Shares
----------------- ----------------

Zhipong Cai 162,500
Chuanmei Deng 162,500
Zhiquan Cai 162,500
Zhibing Cai 162,500
Fongmei Yu 162,500
Sai Bao Li 162,500
Hang Pan 162,500
Tainying Zheng 162,500
Suran Liu 162,500
Bing Zhang 162,500
Lianke Zheng 162,500
Yufong Hu 150,000
Golden Dragon Capital Inc. 62,500

We issued 50,000 shares of our common stock issued to Mr. Leopold Lindinger, the
vendor of the Goldstrike property, on June 30, 2003 pursuant to Section 4(3)of
the Securities Act of 1933.

We completed an offering of 250,000 shares of our common stock at a price of
$0.03 per share to a total of 25 purchasers on September 18, 2003 as follows:

Name of Purchaser Number of Shares
----------------- ----------------

James Ann 10,000
Ting Wang 10,000
Hai Lin Hu 10,000
Jian Cai 10,000
Bin Huang 10,000
Qiang Li 10,000
Howard X. Song 10,000
Sabrina Xia Zhang 10,000
Jie Yang 10,000
Xiuoing Shao 10,000
Xiaohua Qin 10,000
Alexander Chen 10,000
Jun Ma 10,000
Jianwei Hou 10,000
Zhenyong Gao 10,000
Hongli Zhang 10,000
Lijing Song 10,000
Allen Xie 10,000
James Zahn 10,000
Yuezhi Zhao 10,000
Lianmin Chen 10,000
Zhe Li 10,000
Steven Meyer 10,000
William Meyer 10,000
Marion Meyer 10,000

The total amount received from this offering was $7,500. We completed this
offering pursuant to Regulation S of the Securities Act.

With respect to each of the above offerings completed pursuant to Regulation S
of the Securities Act, each purchaser represented to us that he was a non-U.S.
person as defined in Regulation S. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his or her intention
to acquire the securities for investment only and not with a view toward
distribution. Appropriate legends will be affixed to the stock certificates
issued to each purchaser in accordance with Regulation S.

Each investor was given adequate access to sufficient information about us to
make an informed investment decision. None of the securities were sold through
an underwriter and accordingly, there were no underwriting discounts or
commissions involved. No registration rights were granted to any of the
purchasers.

Exhibits
Exhibit
Number Description

3.1 Articles of Incorporation*
3.2 Certificate Amending Articles of Incorporation*
3.3 Bylaws*
5.1 Legal opinion of Warren J. Soloski, with consent to use*
10.1 Mineral Property Sale agreement dated
June 30, 2003*
23.1 Consent of Moen & Company, Chartered Accountants

* Filed as an exhibit to the registration statement on Form SB-2 filed on
December 31, 2003

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; 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 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 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.

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 andcontrolling
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 March 10, 2004.

Goldstrike Inc.

By:/s/ Ken Cai
------------------------------
Ken Cai, President, Chief
Executive Officer and Director

Power of Attorney

ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Ken Cai, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby

ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.

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.

SIGNATURE CAPACITY IN WHICH SIGNED DATE

/S/ Ken Cai President, Chief Executive March 10, 2004
----------------------- Officer and Director
Ken Cai

/s/ Yenyou Zheng Secretary, Treasurer, March 10, 2004
----------------------- Principal Financial
Yenyou Zheng Officer and Director