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

                                FORM SB-2
                             AMENDMENT NO. 2
                        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.


                                    -2-

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.                                |__|


                                    -3-

                         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 June 2, 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



                                    -4-

                                 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. 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: June 2, 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



                                    -5-
                                     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.  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,  to a
                             maximum  of two years  from the  effective  date of
                             this registration statement.

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.


                                    -6-


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                        March 31, 2003
------------------                        -----------------

Cash                                            $10,250
Total Assets                                    $13,884
Liabilities                                     $ 1,100
Total Stockholders' Equity                      $12,784

Statement of Loss and Deficit

                  From Incorporation on
             June 6, 2003 to March 31, 2004

Revenue                 $      0
Net Loss               ($ 18,766)



                                  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  June 2,
2004,  we had  cash in the  amount  of  $ 9,277.  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. 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;


                                    -10-

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-



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



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



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




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


* Golden Dragon Capital Inc. is a private company controlled by Mr. Zhiquan Cai.

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.



                                    -15-

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



                                    -16-

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
through his privately owned British Columbia company,  Kaishuang Investment Inc.
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.   Minco  Mining  &  Metals
Corporation is a British Columbia, Ontario and SEC reporting company.

Dr. Cai has also acted as a director  of  Chineseworldnet.com,  a United  States
reporting  company  from January 12, 2000 to present.  This  company  operates a
financial  web-based portal that provides up-to-date  financial  information and
management  tools in Chinese to its target  audience,  the Chinese  community in
North America.

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 June 2, 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 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.  The owner of a
mineral  claim  has the  right  to  explore  for  minerals  on the  surface  and
sub-surface of the area covered by the claims. We have been publicly recorded as
the owner of the  claims.  The  British  Columbia  government,  the entity  that
granted  us the  mineral  claims  rights,  is the fee  simple  owner of the land
comprising  the claims.  The government has the right to sell title to this land
to a third  party,  but is  unlikely  to do so given the remote  location of the
property.

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.


Claim Map exchibit 99.2



                                    -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. Cassidy Gold Corp.
is a reporting Canadian company whose shares trade on  the TSX Venture Exchange.
There is no relationship or affiliation between us and Cassidy Gold Corp.

Cassidy Gold Corp.'s 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 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
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.  In the event such  funds are not  obtained  when
needed,  further  exploration of the Goldstrike property will be delayed pending
financing.



                                    -25-

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 March 31, 2004

We did not earn any revenues  during the period ending  March  31, 2004.  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 $18,766 for the period from our
inception  on June 6, 2003 to March 31,  2004.  These  operating  expenses  were
comprised of legal fees of $7,209,  mineral property  expenses of $5,120,  audit
fees of $2,386,  bank charges of $1,082,  office costs of $1,062,  incorporation
costs of $751,  transfer  agent  and  filing  fees of $641 and a gain of $515 on
foreign exchange.


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



3. Interim, unaudited financial statements for the period ending March 31, 2004,
   including:

  a. Balance Sheet;
  b. Statement of Operations;
  c. Statement of Cash Flows;
  d. Statement of Stockholders' Equity; and
  e. 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)



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

                                                                                     
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)



                                                     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
                                                   --------------  --------------  -------------  ----------------
                                                                                      
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.







                                MOEN AND COMPANY
                              CHARTERED ACCOUNTANTS


Member:                                           Securities Commission Building
Canadian Institute of                               PO Box 10129, Pacific Centre
Chartered Accountants                       Suite 1400 - 701 West Georgia Street
Institute of Chartered                               Vancouver, British Columbia
Accountants of British Columbia                                   Canada V7Y 1C6
Institute of Management Accountants (USA)             Telephone:  (604) 662-8899
 (From 1965)                                                Fax:  (604) 662-8809
                                                        Email:  moenca@telus.net

Registered with:
Public Company Accounting Oversight Board (USA) (PCAOB)
Canadian Public Accountability Board (CPAB)
Canada  - British Columbia Public Practice Licence

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

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To the Directors of
Goldstrike Inc.
(An Exploration Stage Company)

We  have  reviewed  the  accompanying  Balance  Sheet  of  Goldstrike  Inc.  (An
Exploration  Stage Company) as of March 31, 2004, and the related  Statements of
Income, Retained Earnings (Deficit), Cash Flows and Stockholders' Equity for the
three month period then ended,  in accordance  with  Statements on Standards for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the management of Goldstrike Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
examination  in accordance  with  generally  accepted  auditing  standards,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

On the basis of our review, we are not aware of any material  modifications that
should be made to the accompanying  financial statements in order for them to be
in conformity with U.S. generally accepted accounting principles.



                                                              "Moen and Company"
                                                                        (Signed)
                                                           Chartered Accountants

Vancouver, British Columbia, Canada
May 27, 2004


                     "Independent Accountants and Auditors"






                                GOLDSTRIKE INC.
                             (A Nevada Corporation)
                         (An Exploration Stage Company)
                                  Balance Sheet
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)

================================================================================


                                     ASSETS
                                                                              
Current Assets
Cash and cash equivalents                                                       $          10,250
Share subscription receivable                                                                  --
                                                                                   --------------
                                                                                           10,250

Mineral Properties (note 2 and 3)                                                           3,634
                                                                                   --------------
                                                                                $          13,884
                                                                                   ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
Accounts payable and accrued                                                    $             600
Due to related party (note 4)                                                                 500
                                                                                   --------------
                                                                                            1,100
                                                                                   --------------

Shareholders' Equity
Capital Stock (note 5)
      Authorized:
         75,000,000 common shares at $0.001 par value
      Issued and fully paid
         3,300,000 common shares
             at par value                                                                   3,300
             additional paid-in capital                                                    28,250
                                                                                    -------------
                                                                                           31,550
Deficit, accumulated during the exploration stage                                        (18,766)
                                                                                   --------------
                                                                                           12,784
                                                                                   --------------
                                                                                $          13,884
                                                                                   ==============

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



        See Accompanying Notes and Independent Accountants' Review Report





                        (An Exploration Stage Company)
                               Statement of Income
     For the Period From Date of Inception on June 9, 2003 to March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)
================================================================================



                                                                        From Date
                                                                        of Inception
                                                                           June 9,            Quarter
                                                                           2003 to             Ended
                                                                          March 31,          March 31,
                                                                             2004              2004
                                                                       -------------     --------------
                                                                                 
Administration Expenses
      Audit fees                                                 $          2,386  $             600
      Bank charges                                                          1,082                638
      Incorporation costs                                                     751                 --
      Legal fees                                                            7,209                 --
      Mineral property expenses                                             5,120                 --
      Office costs                                                          1,062                626
      Transfer agent and filing fees                                          641                641
      Gain (Loss) on foreign exchange                                         515                515
                                                                    -------------     --------------
Net Loss for the Period                                           $         18,766  $           3,020
                                                                    =============     ==============

Loss per share
      Basic and Diluted                                                             $            0.00
                                                                                       ==============

Weighted Average Number of Common Shares Outstanding
      Basic and Diluted                                                                     3,300,000
                                                                                       ==============






        See Accompanying Notes and Independent Accountants' Review Report






                                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 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)
================================================================================



                                                                From Date
                                                              of Inception
                                                                  June 9,            Quarter
                                                                  2003 to             Ended
                                                                 March 31,          March 31,
                                                                   2004              2004
                                                             -------------       -------------
                                                                           
Balance, beginning of period                             $             --   $        (15,746)
Net Loss for the Period                                          (18,766)             (3,020)
                                                            --------------       -------------
Retained Earnings (Deficit), March 31, 2004              $       (18,766)   $        (18,766)
                                                            =============        ==============








        See Accompanying Notes and Independent Accountants' Review Report






                                 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 March 31, 2004
                                (In U.S. Dollars)
                                    (Unaudited)
================================================================================



                                                                       From Date
                                                                     of Inception
                                                                         June 9,            Quarter
                                                                         2003 to             Ended
                                                                        March 31,          March 31,
                                                                          2004              2004
                                                                     ------------     --------------
                                                                                  
Cash Provided by (Used for)
Operating Activities
      Loss for the period                                         $       (18,766)  $         (3,020)
      Changes in non-cash working capital items
          Share subscription receivable                                        --                626
          Accounts payable and accrued                                         600            (7,389)
                                                                     -------------     --------------
                                                                          (18,166)            (9,783)
                                                                     -------------     --------------
Investing Activities
      Mineral properties - cash paid                                       (3,584)                 --
                                                                     -------------     --------------

Financing Activities
      Capital stock subscribed                                             31,500                 --
      Due to related party                                                    500                 --
                                                                     -------------     --------------
                                                                           32,000                 --
                                                                     -------------     --------------
Increase (Decrease) in Cash During the Period                              10,250             (9,783)
Cash and cash equivalents,
      Beginning of the Period                                                  --             20,033
                                                                     -------------     --------------
Cash and cash equivalents,
      End of the Period                                          $         10,250  $          10,250
                                                                     =============     ==============







        See Accompanying Notes and Independent Accountants' Review Report






                                 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 March 31, 2004
                                (in U.S. Dollars)
                                   (Unaudited)



                                       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 from date of
inseption to December 31, 2003                                                             (15,746)     (15,746)
                                             ----------------------------------------------------------------------
Balance, December 31, 2003                     3,300,000    $3,300   $28,250   $31,550    $(15,746)     $15,804

Net Loss for the quarter ended March 31, 2004                                               (3,020)      (3,020)
                                             ----------------------------------------------------------------------
Ballance, March 31, 2004                       3,300,000    $3,300   $28,250   $31,550    $(18,766)     $12,784
                                             ======================================================================





       See Accompanying Notes and Independent Accountants' Review Report




                              GOLDSTRIKE INC.
                             (A Nevada Corporation)
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)

Note 1.    ORGANIZATION 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
         exploration. 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 rates 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
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)

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-dilutive  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 March 31, 2004, 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
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)


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:

         o  Monetary  assets  and  liabilities  are  translated  at the  current
            rate of exchange.
         o  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.
         o  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.
         o  Gains or losses from foreign  currency  transactions are recognized
            in current net income.
         o  Fixed  assets are  measured  at  historical  exchange  rates  that
            existed at the time of the transaction.
         o  Depreciation is measured at historical exchange rates  that  existed
            at the time the underlying
            related  asset  was acquired.
         o  An analysis of the changes in the cumulative  translation adjustment
            as disclosed as part of stockholders equity. There are no cumulative
            translation adjustments to March 31, 2004.

         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
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)


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,  are 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
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)

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, and Goldstrike agrees 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 November 1, 2003,
              pay an additional  $2,286 for the remainder of the completed  work
              program and a completed  assessment report.  These costs have been
              incurred to March 31, 2004.

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 March 31, 2004 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 March 31, 2004, 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, March    31, 2003           3,300,000     $3,300    $ 28,250     $ 31,550
                                     =========     ======     =======      =======








                                GOLDSTRIKE INC.
                             (A Nevada Corporation)
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2004
                                (In U.S. Dollars)
                                   (Unaudited)

Note 6.  INCOME TAXES

           There  is a loss of  $18,766  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, and due to related party.
           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 March  31,  2004,  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
 23.2             Consent of Joseph E.L. Lindinger, B.Sc., Professional
                  Geologist
 99.1             Bill of Sale Absolute
 99.2             Location Map


* 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 June 2, 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.

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    June 2, 2004
----------------------- Officer and Director
Ken Cai


/s/ Yenyou Zheng        Secretary, Treasurer,         June 2, 2004
----------------------- Principal Financial
Yenyou Zheng            Officer and Director