10KSB 1 aaph2002k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-KSB

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2002.

AMERICAN PETRO-HUNTER INC.

(formerly Travelport Systems Inc.)

(Name of Small Business Issuer in its Charter)

Nevada

E.I.N. 98-0171619

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

205 - 16055 Fraser Highway, Surrey, B.C.

V3S 2W9

(Address of principal executive office)

(Zip/Postal Code)

(604) 507-2181

(Registrant's telephone number)

SECURITIES REGISTERED UNDER SECTION 12 (b) OF THE ACT: NONE.

SECURITIES REGISTERED UNDER SECTION 12 (g) OF THE ACT:

Title of Each Class: Common Stock

Name of each exchange on which each class is registered: OTC Bulletin Board

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.

YES ( X ) NO ( )

Check here if there is no disclosure of delinquent filers in response to Item 405 of Regulation SB is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of the Form 10-KSB or any amendment to this Form 10-KSB. ( X )

Issuer's operational revenues for its most recent fiscal year ending December 31, 2002 were $nil. Issuer's Common Shares outstanding at March 22, 2002 was 6,050,620. The aggregate market value based on the voting stock held by non-affiliates as of April 11, 2003 was $414,081 (based on 5,915,448 shares and on an average of bid and asked prices of $0.07).

Except for the historical information contained herein, the matters set forth in this Form 10-KSB are forward looking statements within the meaning of the "Safe Harbor" provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially. These forward-looking statements speak only as of the date hereof and the Company disclaims any intent or obligation to update these forward-looking statements.

ITEM 1. DESCRIPTION OF BUSINESS

(a) BUSINESS DEVELOPMENT

American Petro-Hunter Inc. ("the Company") was incorporated on January 24, 1996, pursuant to the laws of the State of Nevada under the name Wolf Exploration, Inc. with a business plan to acquire property for precious metal exploration in the western United States. However after considering several properties, the Company determined that the properties identified were not suitable to fully implement an exploration and development project in the United States. In August 1996 the Company changed management and developed a new business plan.

In October 1996, the Company entered into an agreement to acquire two numbered companies that were combined with 714674 Alberta Ltd. continuing in operation. The business operated as Calgary Chemical, selling chemical products to the oil and gas industry.

In March 1997, the Company's name was changed to Wolf Industries Inc. to reflect these developments.

Effective June 30, 1998, the Company sold its subsidiary, 714674 Alberta Ltd. ("Calgary Chemical") to Gorda Technology Holdings Limited, a Turks and Cacios Islands corporation ("Gorda"). The terms of the sale were as follows:

(a) forgiveness of the inter company debt owed by Calgary Chemical to the Company in the amount of $82,289 (Canadian);

(b) Payment by Gorda to the Company of fifteen percent of Calgary Chemical's after-tax profit (as determined by generally accepted accounting principles) for the fiscal year ended December 31, 1998 payable on or before March 31, 1999 and completion of an audit of the financial statements of Calgary Chemical for such period;

(c) Indemnification by Gorda to hold the Company harmless from any and all liability arising from the debt guarantees of Calgary Chemical;

(d) Agreement by Gorda to hire Mr. Blair Coady as the President and Chief Executive Officer of Calgary Chemical; and

(e) Receipt by the Company from Mr. Coady of his resignation as President and Chief Executive Officer, Secretary, and Director of the Company and the surrender of Mr. Coady's options to acquire 700,000 shares of the Company's common stock.

This agreement is incorporated by reference from the Company's 10QSB filing for the quarter ended March 31, 1998.

The sale of Calgary Chemical was subject to approval of the shareholders of the Company, which was received at the Company's annual general meeting of July 24, 1998.

On April 8, 1998, the Company entered into a License agreement with Andrew Engineering Inc. ("Andrew") a British Columbia corporation, Andrew Rawicz Ph.D., and Ivan Melnyk, Ph.D., whereby the Company acquired a world-wide license to manufacture and market a patent pending device for the color matching of dentures to a dental patient's existing tooth color. Drs. Rawicz and Melnyk hold the patent pending for the color analyzer and Andrew developed and/or acquired the techniques and other proprietary information related to the device. The License agreement required the Company and Andrew to develop a business plan for manufacturing and marketing the device, including obtaining financing of $1,500,000 US. The license agreement required the issuance of 4.8 million shares of restricted stock to Andrew with registration rights on 600,000 of those shares, and also required that Mr. Patrick McGowan be appointed President and Chief Executive Officer. Mr. McGowan signed a management agreement with the Company, and at a meeting of the Company's Board of Directors held on April 16, 1998, Mr. McGowan and Mr. A. Schwabe were appointed to the Company's Board of Directors. They were also appointed interim President and CEO, and Secretary, Treasurer respectively, pending the approval of the shareholders of the Gorda transaction wherein Mr. Coady would resign from all positions. The agreement also provided for the Company to pay a royalty to Andrew in the amount of ten percent (10%) of gross profit on sales if the Company manufactures the product itself or a Royalty of seven percent (7%) of gross revenue if manufacturing is done by an independent third party.

This agreement is incorporated by reference from the Company's 10QSB filing for the quarter ended March 31, 1998.

Upon approval by the shareholders of the sale of Calgary Chemical at the 1998 annual general meeting, Mr. P. McGowan, Mr. A. Schwabe and Dr. David Gane were elected directors, and Messrs. McGowan and Schwabe were appointed President and CEO, and Secretary, Treasurer respectively.

In September 1998, 4.8 million shares of the Company's stock were issued to Andrew in accordance with that agreement.

As a result of settlement of the litigation with AEI Trucolor Inc. ("Trucolor"), the License Agreement was cancelled and the 4,800,000 shares were returned to the treasury in 1999.

This action was settled by the execution of two agreements the effect of which was that the Company acquired a 40% interest in Trucolor, an arm's length company. As a result of the agreement, Trucolor became the owner of the rights to the device.

Pursuant to an agreement dated June 14, 2000, the Company purchased a 100% interest in a private company owned by a former director of the Company called Travelport Media Inc. ("TPI"). TPI is a Nevada, USA incorporated private internet e-commerce technology and content development company specializing in the travel and hospitality industry. The agreement required the Company to issue 3,000,000 share purchase warrants in exchange for a 100% interest in TPI. The share purchase warrants allowed the holder to purchase 3,000,000 common shares of the Company for $0.27 per share. The warrants became vested and exercisable over a five-year period as follows:

Date of Vesting

Number of Warrants Vested

July 1, 2000

500,000

January 1, 2001

150,000

July 1, 2001

600,000

January 1,2002

150,000

July 1, 2002

750,000

January 1,2003

400,000

July 1, 2003

450,000

Exercise Date

Maximum Number of warrants Available for exercise

June 30, 2001

600,000

June 30, 2002

600,000

June 30, 2003

600,000

June 30, 2004

600,000

June 30, 2005

600,000

The number of share purchase warrants would vest according to the above schedule provided that the holder of the warrants remained retained as a consultant by the Company. If the warrant holder was no longer retained as a consultant, any unvested warrants would immediately expire. Before the end of December 31, 2000, the Company's relationship with the consultant and former shareholder of TPI became strained, resulting in the consultant resigning as a director of the Company on September 11, 2000. The Company has recorded the 500,000 vested warrants at their intrinsic value on the June 14, 2000 grant date of $80,000 in the books of the Company as compensation expense. In addition, as it is no longer recoverable, the Company has written off all advances to TPI and expenses paid by the Company on TPI's behalf to the statement of loss and retained earnings (deficit) as of December 31, 2000.

In addition, the Company issued 300,000 share purchase warrants to companies controlled by a director as finder's fees for bringing the two parties in the above noted transaction together. The Warrants enabled the holder to purchase 300,000 shares of the Company at $0.27 each for a period of five years. The Company has recorded the warrants in its books at their June 14, 2000 intrinsic value of $48,000. As a result of the separation of the parties involved in the above transaction, the share purchase warrants were cancelled by the Company before exercise.

In November, 2000, the Company received shareholder and regulatory approval to change its name to "Travelport Systems Inc." in anticipation of its new business direction.

Subsequent to December 31, 2000, the Company entered into a settlement agreement whereby the Company would give its interest in the shares of TPI back to the original owner on the condition that the original owner and former director of the Company would assume a liability of $86,000 which was incurred by the Company on behalf of TPI for the purchase of certain computer equipment. The $86,000 liability is included in accounts payable of the Company as at December 31, 2000. As the computer equipment was purchased on behalf of TPI, the Company has written off its interest in the equipment as part of the advances to Travelport Media, Inc.

In addition, subsequent to December 31, 2000 the Company cancelled 150,000 share purchase options exercisable at $0.15 per share until October 11, 2005, and the Company cancelled 200,000 share purchase options exercisable at $0.25 per share until October 19, 2005 issued to employees of TPI.

As a result of termination of the TPI agreement, the Company decided to change its business direction to oil and gas opportunities, and received shareholder and regulatory approval to change its name to "American Petro-Hunter Inc. in August, 2001.

(b) BUSINESS OF THE ISSUER

DENTAL COLOR ANALYZER

During 1998, the Company sold Calgary Chemical and acquired the worldwide manufacturing and marketing rights to a dental color analyzer ("the product"). This technology was developed to assist the dental industry in determining the shades and colors of dental materials used in replacement and/or restorative work, by precisely matching these shades to the original teeth of patients. The dental color analyzer discriminates between the minutest differences in tooth shading and determines the best shade match for partial or total restorative material. It does so by taking into account the differences in color of spectrally unmatched materials when illuminated with different light sources such as sunlight, incandescent lamps, and fluorescent lamps.

Since acquiring the rights in April 1998, the Company's efforts have been directed towards research, development and business plans for manufacturing and marketing the product. This has involved manufacturing a small quantity of the product for testing and demonstration purposes; engaging technical experts and firms to evaluate the product; attendance at dental conventions and shows to demonstrate the product; attendance at various dental firms and laboratories to demonstrate and evaluate the product; and work on both the product and related software to perfect its operation. The Company has also engaged the assistance of consultants to develop marketing plans for the product. This has resulted in the Company incurring substantial research and development expenditures in the year 1998.

The Company has also held discussions with companies involved in the distribution of dental products in Canada, the United States and Europe regarding marketing of the product.

The Company developed preliminary business plans to proceed with manufacture and sale of the units, but was delayed in proceeding pending completion of this research and development, and by the action brought against the Company by AEI Trucolor.

As a result of settlement of the Trucolor action, Trucolor became the owner of the dental color analyzer. The manufacturing/distribution agreement was not consummated with at third party, as anticipated by the settlement agreement, and as a result the Company owns a 40% interest in Trucolor, and GPT a 60% interest.

CALGARY CHEMICAL

The Company owned and operated its subsidiary, 714674 Alberta Ltd. until June 30, 1998, when it was sold as described previously. As a result, the Company is no longer involved in the manufacturing and sale of chemical products.

ITEM 2. DESCRIPTION OF PROPERTY

Effective January, 2000, the company relocated its office to Surrey, B.C., under a verbal agreement with R-G Management, a company owned by a director of the Company, to pay $200.00 per month for office rent, plus telephone charges and disbursements. The company shares this office with other companies, and occupies approx. 150 square feet.

ITEM 3. LEGAL PROCEEDINGS

Canadian Western Bank

During 2002, The Company received a formal demand for payment from Canadian Western Bank ("CWB") whereby CWB, pursuant to a full liability guarantee provided by the Company in favor of 714674 Alberta Ltd. (operating as Calgary Chemical) is demanding payment of Cdn$102,000 (approx. US$68,000) pursuant to the guarantee.

The Company divested itself of Calgary Chemical in 1998 under an agreement with the former president of the Company. The agreements covering the transaction included an indemnity guarantee from the purchaser whereby the purchaser would indemnify and save harmless the Company from any and all liability, loss, damage or expenses. The Company intends to defend itself against the claim from CWB. The Company believes that it has a valid indemnification from the purchaser of Calgary Chemical. This contingent liability has not been accrued in the accounts of the Company, and will be recorded as an expense only if and when the Company is required to pay any amount in settlement of the claim. The ultimate loss to the Company is uncertain, as the Company does not know the limits of its impairment on the indemnification claim.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) MARKET INFORMATION

Since December 15, 1997, the Company's stock has been listed for sale on the OTC Electronic Bulletin Board. As of December 31, 2002 there were ten stock brokerage firms making a market in the Company's common stock. The high ask and low bid prices of the Common Stock of the Company for the previous two years have been as follows:

Quarter Ending:

High ask per share:

Low bid per share:

March 31, 2001

$0.09

$0.015

June 30, 2001

$1.01

$0.011

September 30, 2001

$0.80

$0.12

December 31, 2001

$0.45

$0.13

March 31, 2002

$0l.25

$0.121

June 30, 2002

$0.25

$0.130

September 30, 2002

$0.140

$0.067

December 31, 2002

$0.122

$0.051

The above quotations reflect inter-dealer prices, without retail mark-up, markdown, or commission and may not necessarily represent actual transactions.

In August, 2002, the Board of Directors of the Company approved the issuance of 100,000 shares at $0.10 to a director of the Company for services rendered; and in September, 2002, the Board approved the issuance of 120,000 shares to a director and a consultant at $0.10 for services rendered to the Company.

(b) HOLDERS

There were 73 holders of the Company's common stock as of December 31, 2002. This includes 30 holders of 3,667,020 shares of the Company's common stock whose certificates are restricted. The remainder of the shares are free-trading.

The Company has paid no dividends to date on its common stock. The Company reserves the right to declare a dividend when operations merit.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report.

Revenue and expense transactions in Canadian funds are converted to US dollars at the average rates in effect when the transactions occurred. Asset and liability accounts are converted at year-end closing rates, which were U.S. $0.6339 for one Canadian dollar at December 31, 2002; $0.6278 U.S. at December 31, 2001; and $0.6669 at December 31, 2000.

Plan of Operations

The Company has had no revenues during the 2000, 2001 and 2002 fiscal years, nor during the first quarter of the 2003 fiscal year. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Having no sources of income, substantial doubt is raised about the ability of the Company to continue as a going concern.

The Company's plan of operations for the remainder of the fiscal year is to seek out a privately held business with whom the Registrant can reorganize so as to take advantage of the Company's status as a publicly held corporation. As of the date of this report, Management has evaluated several potential reorganizations. However as of the date of this report, there has been no decision to proceed on any reorganization nor has any agreement been reached on even principal terms of such reorganization. The Company also intends to investigate the acquisition and development of natural resource projects without necessarily reorganizing with another party.

During the 2002 fiscal year, the Company investigated potential acquisitions, but did not proceed with them, as they were deemed unsuitable for acquisition by the Company.

(a) Results of Operations

The Company has had no revenues since June 30, 1998.

Administrative expenses for the fiscal year ended December 31, 2002 were $12,601, compared to $237,947 in 2001, and $91,496 in 2000. The Company's administration costs were minimal in 2002, as it limited its activities to investigating potential acquisitions. During 2001, the Company incurred costs in finalizing and canceling its agreement with Travelport Media Inc ("TPI")., and also incurred substantial consulting fees required to investigate and evaluate proposed resource property acquisitions. During 2000, most expenses were incurred by TPI, substantially reducing the expenses of the Company. During 2000, the Company recorded a credit of $26,679 for research and development, resulting from a reduction in amounts previously recorded as payable.

In 2001, as a result of the decision to give up its interest in TPI, the Company wrote of advances to TPI of $14,412 (2000 -$313,039).

(b) Capital Resources

The Company had a working capital deficiency of $197,181 at December 31, 2002. The Company has been meeting its obligations through funds loaned by a shareholder, and has issued capital stock for certain services rendered to the Company in accordance with S-8 registration filings.

As at March, 2003, the balance of funds loaned by the shareholder amounted to US$30,023.

The Company is now investigating new business opportunities, and intends to develop future plans, which will include issuing shares through private placements in order to provide funds for working capital and investment in such opportunities.

The Company has made no commitments for capital expenditures.

(c) Liquidity

The Company is illiquid at the present time and has been dependent upon a shareholder to provide funds to maintain its activities, as indicated previously. The Company expects to be able to raise funds through the issuance of shares.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company are filed under this Item, and are included herein by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE -

None.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the names, positions, and municipalities of residence and relevant backgrounds of key personnel of the Corporation: (references to the TSX-V Venture Exchange, formerly the Canadian Venture Exchange which resulted from amalgamation of the Vancouver and Alberta Stock Exchanges).

PATRICK A. McGOWAN - (Age 63). President, C.E.O., Director of the Company, Coquitlam, British Columbia.

President of the Company since April 16, 1998. September 1996 to April 1999, president of Consolidated Ewing Industries Inc. (now Lyra Resources Ltd.), Vancouver, B.C., a company formerly engaged in oil and gas exploration, which is publicly traded on the TSX-V, formerly the Vancouver and Alberta Stock Exchanges. November 1997 to the present, President of American Hunter Exploration, Vancouver, B.C., a privately held Nevada corporation engaged in oil and gas exploration. February 1998 to the present, President and Director of U.S Diamond Corp., Vancouver, B.C., the parent company of American Hunter Exploration, a public company involved in natural resources, and traded on the TSX-V. August 1997 to December 1997, President and Director of Globenet Resources Inc., Vancouver, B.C., a public traded company traded on the TSX-V, engaged in natural resource exploration and development. October 1992 - September 1996, President and Director of The Indisposibles, Burnaby, B.C., a manufacturer and distributor of infant wear, incontinent and feminine hygiene products throughout North America and Europe. January 1988 to September 1992, Executive Vice President of Pacific Paper Products, Burnaby, B.C., a manufacturer and distributor of paperboard products in British Columbia and Alberta. Graduated from University of Western Ontario with Masters of Business Administration in 1965, graduated University of Oregon with Bachelor of Science, Finance and Economics in 1963.

PETER G. ROOK-GREEN (Age 62). Secretary, C.F.O., and Director of the Company, Surrey, British Columbia.

Secretary since March 20, 2000, and Director since June 20, 2000. From 1994 to the present, President of Rook-Green Investments Inc. (d.b.a. R-G Management), a company engaged in providing administrative and accounting services to companies. May 1996 to present, Corporate Secretary and C.F.O. of Pallaum Minerals Ltd., Vancouver, B.C., Canada, a resource company trading on the TSX-V; February 1997 to June, 2000, Corporate Secretary of Globalstore.com Incorporated, Vancouver, B.C., an internet technology company trading on the TSX-V; September 1998 to November, 2001 Corporate Secretary, January, 2001 to present, Director, and November, 2001 to present, President of Olympus Stone Inc., Vancouver, B.C., a resource company trading on the TSX-V; February, 2000 to April, 2001, Corporate Secretary of US Diamond Corp., Vancouver, B.C., a resource company trading on the TSX-V; March, 1998 to present, Director of Anglo-Andean Explorations Inc., Vancouver, B.C., a resource company trading on the TSX-V; January, 2000 to December, 2000, Director of Rystar Communications Ltd., Vancouver, B.C., trading on the TSX-V; October, 1999 to present, Director of Terramin Resources, Inc., a resource company trading on the TSX-V; and January, 2001 to present, Director of Consolidated Fortress Resources Inc., a resource company trading on the TSX-V, and June, 2001 to present, Director of Rome Resources Ltd., a resource company trading on the TSX-V, August 2002 to present, Chief Financial Officer, Goldrea Creek Gold Ltd., a resource company trading on the TSX-V; and March 2003 to present, Director of Molycor Gold Corp., a resource company trading on the TSX-V.

Mr. Rook-Green obtained a Certified Management Accountant (C.M.A.) designation in 1971.

BARRY L. WHELAN (Age 61). Director of the Company, Vancouver, British Columbia.

Director since September 11, 2001. From 1981 to present, consulting geologist. Director of the following companies: Adamus Resources Ltd. from 1993, Consolidated Maymac Petroleum Corp., from 1995, International Brooks Petroleum Ltd. from 1991, Little Mountain Resources Ltd. from 1997, Canadian Metals Exploration Ltd. from 2001. All of the above companies trade on the TSX-V. Graduated from the University of Western Ontario in 1961 with a Bachelor of Arts in Geology, graduated from McMaster University in 1965 with a Bachelor of Science in Geology.

PHILIP E. LEWIS (Age 49). Director of the Company, Tulsa, Oklahoma.

Director since August 17, 2001. Former president of Supra Energy, and currently senior process consultant, Cyntergy Technology LLC. Mr. Lewis acquired a B.S. in chemical engineering from the University of Oklahoma in 1978; a M.S. in chemical engineering from the University of Tulsa in 1980; and an MS in petroleum engineering/business from the University of Houston in 1984.

ITEM 10. EXECUTIVE COMPENSATION

(a) SUMMARY COMPENSATION TABLE (OMITTED FOR SIMPLICITY)

Mr. McGowan and a private company wholly-owned by Mr. McGowan received or was due a total of $15,516 of compensation in the fiscal year ended December 31, 2002 (2001 - $37,965) (2000 - $37,965) in accordance with a management agreement approved by the directors in April, 1998 at a rate of $7,000 per month, which was subsequently amended to Canadian $5,000 per month effective August, 1999, and in 2002, to Canadian $2,500 retroactive to October 1, 2001.

A private company owned by Mr. Rook-Green received or was due a total of $13,802 for rent, office services, accounting and administrative services in the fiscal year ended December 31, 2002 (2001 - $27,657); (2000 - $27,827).

(b) OPTIONS/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

The Company has a Directors and Officers Stock Option Plan, a Key Personnel Compensation Plan, a 2000 Stock Option Plan, and a 2001 Stock Option Plan as described below. Options granted during the year 2001 were as follows:

Name

Number

Price

Expiry Date

P. McGowan

325,000

$0.15

Oct. 31/06

B. Whelan

325,000

$0.15

Oct. 31/06

P. Lewis

200,000

$0.15

Oct. 31/06

P. Rook-Green

150,000

$0.15

Oct. 31/06

C. Dieterich

50,000

$0.30

Sept. 24/06

There were no options granted during fiscal 2002.

(d) LONG-TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR

In November 1996, the Company adopted the Wolf Exploration Inc. 1996 Directors and Officers Stock Option Plan, ("the Plan") for its officers, directors, key personnel and consultants to the Company. In 1996 and 1997, a total of 960,000 options to purchase shares were granted under this plan. As a result of the sale of Calgary Chemical, and change of management, the 960,000 options were cancelled in 1998. By resolution of the directors of the Company dated May 28, 1998, the Company reserved an additional one million shares of common stock of the Company for the Plan bringing the total shares reserved to 2,000,000 and renamed the Plan "The Wolf Industries Inc. 1998 Directors and Officers Stock Option Plan" ("the Revised Plan") with all other terms and conditions of the Plan remaining in full force and effect.

In September 1998, the Company by resolution of the directors, established the "1998 Key Personnel Compensation Plan" ("Key Plan") whereby 1,000,000 shares of the Company's stock was reserved for issuance. By resolution of the directors dated November, 1998, a further 1,000,000 shares of common stock was authorized to be reserved for issuance, bringing the total issuable under the Key Plan to 2,000,000 shares of common stock.

During 1998, under the terms of the Revised Plan, a total of 1,050,000 option to purchase common shares of the Company were granted to three officers and directors of the Company at $0.25 per share for a five-year period.

During 1998, under the terms of the Key Plan, options to purchase 75,000 shares of the common stock of the Company was granted to an employee at $0.25 per share, for a five-year period. Also under the terms of the Key Plan, 1,973,026 shares of common stock of the Company were issued at a deemed price of $0.25 per share, and 1,000,000 shares of common stock of the Company at a deemed price of $0.20 per share for services rendered by key personnel to the Company. In 1999, under the terms of the Key plan, 350,000 shares were issued at a deemed price of $0.18, and 100,000 shares were issued at a deemed price of $0.15.

During 2000, 30,000 options were granted at $0.30, and 300,000 at $0.25, for five-year periods, under the terms of the two plans.

In October, 2000, the Company by resolution of the directors, established the 2000 Stock Option Plan ("2000 Plan"), whereby 5,000,000 of the company's stock was reserved for issuance. During 2000, under the terms of the 2000 Plan, 50,000 options to purchase shares were granted at $0.30, 200,000 were granted at $0.15, and 200,000 were granted at $0.25, all for five year periods.

In September, 2001, the Company by resolution of the directors, established the 2001 Stock Option Plan ("2001 Plan"), whereby 1,500,000 of the company's stock was reserved for issuance. During 2001, under the terms of the 2001 Plan, 1,000,000 options to purchase shares were granted at $0.15 for five-year periods.

Also in September, 2001, the Company by resolution of the directors issued 50,000 options under an S8 filing.

(e) COMPENSATION OF DIRECTORS

1. Standard Arrangements

The members of the Company's Board of Directors are reimbursed for actual expenses incurred in attending Board meetings.

2. Other Arrangements

There are no other arrangements.

(f) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT,

CHANGE IN CONTROL ARRANGEMENTS

As a result of the sale of Calgary Chemical (Item 1(a)), Mr. Coady resigned at President and Chief Executive Officer, Secretary, and Director of the Company. There was no additional cost to the Company for severance or vacation pay resulting from this termination.

Mr. Patrick McGowan was appointed President and Chief Executive Officer of the Company in April 1998, at an annual fee of $84,000, which was subsequently amended to Canadian $5,000 per month effective August, 1999, and in 2002, to Canadian $2,500 retroactive to October, 2001. In 2002, Mr. McGowan received or was owed a total of $15,516 for services rendered under this agreement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock by each director and nominee and by all directors and officers of the Company as a group and of certain other beneficial owners of more than 5% of any class of the Company's voting securities as of December 31, 2000 unless otherwise noted. The number of shares beneficially owned is deemed to include shares of Common Stock which directors of officers have a right to acquire pursuant to the exercise of options within sixty days of December 31, 2000. Each such person has sole voting and dispositive power with respect to such securities, except as otherwise indicated.

(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.

None.

(b) SECURITY OWNERSHIP OF MANAGEMENT.

Name and Address	Number of Shares	Percentage of Class
Patrick A. McGowan, 211 - 1148 Westwood Street, Coquitlam, BC V3B 4S4	498,172	8.9% (1)
Peter G. Rook-Green, 14920-83A Avenue Surrey, B.C. V3S 7S2	153,000	2.7% (2)
Philip E. Lewis, 3508 E. 70th Street, Tulsa, Oklahoma 74136-2649	200,000	3.6% (3)
Barry L. Whelan, 600 - 535 Howe Street, Vancouver, B.C. V6C 2Z4	345,000	6.1% (4)

(1) Includes 325,000 options to purchase shares at a price of $0.15 per share, and 58,000 options to purchase shares at a price of $2.50 per share.

(2) Includes 150,000 options to purchase shares at a price of $0.15 per share, and 3,000 options to purchase shares at a price of $3.00 per share.

(3) Consists entirely of options to purchase shares at a price of $0.15 per share.

(4) Includes 325,000 options to purchase shares at a price of $0.15 per share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. McGowan and a Company of which he is the sole shareholder, Andrea Resources Ltd., billed the Company a total of $15,516 during 2002 (2001) - $37,935) for services rendered under the management agreement (Item 10(f)). Mr. Rook-Green is an owner of R-G Management, which billed the Company $13,802 during 2002 (2001 - $27,657 for accounting, administration, rent and office services.

The Company's By-laws include a provision regarding Related Party Transactions which requires that each participant to such a transaction identify all direct and indirect interest to be derived as a result of the Company's entering into the related transaction. A majority of the disinterested members of the board of directors must approve any Related Party Transaction

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K

The following documents are filed as part of this report under Part II, Item 8:

Audited Financial Statements and notes thereto

(a) Exhibits as required by Item 601 of Regulation S-B

Exhibit Number

Description

Incorporated by Reference to

(3) (a) (1)

Articles of Incorporation as amended

Registrant's Report on Form 10SB12G dated June 19, 1997.

(10) (1)

Sale agreement between Wolf Industries Inc. and Gorda Technology Holdings Limited

Registrant's Quarterly Report on Form 10QSB for the quarter ended March 31, 1998

(10) (2)

License agreement between Wolf Industries Inc., Andrew Engineering Inc., Andrew Rawicz Ph.D. and Ivan Melnyk Ph.D.

Registrant's Quarterly Report on Form 10QSB for the quarter ended March 31, 1998

(10) (3)

Asset purchase agreement between Wolf Industries Inc. and Andrew Engineering Inc.

Registrant's Quarterly Report on Form 10QSB for the quarter ended June 30, 1999

(10) (4)

Agreement between Wolf Industries Inc., Andrew Engineering Inc., Andrew Rawicz and GPT Management Ltd.

Registrant's Quarterly Report on Form 10QSB for the quarter ended June 30, 1999

(10) (5)

Letter of Intent with Galloway Financial Services

Registrant's Quarterly Report on Form 10QSB for the quarter ended September 30, 2001

(10) (6)

Letter Agreement with Dancing Star Resources Inc.

Registrant's Quarterly Report on Form 10QSB for the quarter ended September 30, 2001

(10) (7)

Assignment of Lease with Exor Oil Company, L.L.C.

Registrant's Quarterly Report on Form 10QSB for the quarter ended September 30, 2001

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth below on the dates indicated.

Date: April 15, 2003

American Petro-Hunter Inc.

By /s/ Patrick A. McGowan

Patrick A. McGowan, Title: President, Chief Executive Officer, and Director

By /s/ Peter G. Rook-Green

Peter G. Rook-Green, Title: Secretary, Chief Financial Officer, and Director

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of American Petro-Hunter Inc. (Formerly Travelport Systems Inc.)

We have audited the balance sheets of American Petro-Hunter Inc. (Formerly Travelport Systems Inc.) as at December 31, 2002 and 2001 and the statements of loss and retained earnings (deficit); stockholders' equity and cash flows for the each of the years in the two-year period ended December 31, 2002. These financial statements are the responsibility of the corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, these financial statements present fairly, in all material respects, the financial position of American Petro-Hunter Inc. (Formerly Travelport Systems Inc.) as at December 31, 2002 and 2001 and the results of its operations and cash flows for each of the years in the two year period ended December 31, 2002 accordance with generally accepted accounting principles.

Without qualifying our opinion we draw attention to the fact that the Company has incurred a net loss of $29,664 for the year ended December 31, 2002, has a stockholders' deficiency of $197,180, and as at that date, the Company's current liabilities exceeded its current assets by $197,181. In addition, the Company has an unresolved contingency as described in Note 8. These factors raise substantial doubt that the Company will be able to continue as a going concern.

Vancouver, Canada "Morgan & Company"

March 31, 2003 Chartered Accountants

Comments by Auditors on United States - Canada reporting difference

In Canada, reporting standards for auditors do not permit the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern. Although our audit was conducted in accordance with both United States and Canadian generally accepted auditing standards, our report to the stockholders dated March 31, 2003 is expressed in accordance with United States reporting standards which require a reference to such conditions and events in the Auditor's Report.

Vancouver, Canada "Morgan & Company"

March 31, 2003 Chartered Accountants

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

Balance Sheet

(Expressed in U.S. Dollars)

As at December 31,

		2002		2001
ASSETS

Current
Cash	$	8	$	38
Accounts receivable		125		1,353
		133		1,391

Investment in AEI Trucolor Inc. (Note 5)		1		1
	$	134	$	1,392

LIABILITIES

Current
Accounts and advances payable and accrued liabilities		197,314		190,908
		197,314		190,908

STOCKHOLDERS' DEFICIENCY
Capital Stock (Note 3)
Authorized: 200,000,000 Common shares, par value $0.001
Issued and Outstanding: 5,620,620 Common shares at
Dec. 31, 2002 and 5,400,620 Common shares at Dec.
31, 2001		2,874,624		2,852,624

Deficit		(3,071,804)		(3,042,140)
		(197,180)		(189,516)

	$	134	$	1,392

Contingency (Note 8)

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

Statement of Loss and Retained Earnings (Deficit)

(Expressed in U.S. Dollars)

For the Years Ended December 31,

		2002		2001

Expenses
Administration	$	12,601	$	237,947
Amortization		-		1,500
Executive Compensation		15,516		37,935
Rent		1,547		1,496
		29,664		278,878

Loss for the year, before undernoted items		(29,664)		(278,878)

Advances to Travelport Media Inc. Written Off		-		(14,412)

Write down of Investment in AEI Trucolor, Inc. (Note 5)		-		(4,062)

Net Loss for the year		(29,664)		(297,352)

Deficit, beginning of year		(3,042,140)		(2,744,788)

Deficit, end of year	$	(3,071,804)	$	(3,042,140)

Loss per Share (Note 2)	$	(0.01)	$	(0.09)

Weighted Average Number of Shares Outstanding (Note 2)		5,462,972		3,125,488

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

Statement of Cash Flows

(Expressed in U.S. Dollars)

For the Years Ended December 31,

		2002		2001

Cash Provided By (Used For):
Operating Activity
Loss for the year	$	(29,664)	$	(297,352)

Item Not Affecting Cash
Amortization		-		1,500
Write down of investment in AEI Trucolor Inc.		-		4,062

Changes in non-cash working capital items:
Accounts receivable		1,228		2,176
Accounts payable		28,406		291,952

		(30)		2,338

Increase (Decrease) in Cash		(30)		2,338

Cash (Bank Indebtedness), Beginning of Year		38		(2,300)

Cash, End of Year	$	8	$	38

Supplemental Disclosure on Non-Cash Financing and Investing Activities:

During the period ended December 31, 2002, the company issued Nil; (2001 - 3,853,598) common shares for non-cash consideration of debt owing to creditors by the company in the amount of nil; (2001 - $396,360), and issued 220,000 (2001 - 400,000) common shares for non-cash consideration of services provided to the Company in the amount of $22,000; (2001 - $160,000). (Note 2)

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

Statement of Stockholders' Equity

(Expressed in U.S. Dollars)

For the Years Ended December 31,

	Shares Common	Amount	Additional Paid-In Capital	Retained Earnings (Deficit)	Total

2002
Balance, Beginning of Year	5,400,620	$ 5,401	$ 2,847,223	$ (3,042,140)	$ (189,516)

Common Shares Issued	220,000	220	21,780	-	22,000

Share issue costs	-	-	-	-	-

Net loss	-	-	-	(29,664)	(29,664)

Balance, End Of Year	5,620,620	$ 5,621	$ 2,869,003	$ (3,071,804)	$ (197,180)

2001
Balance, Beginning of Year	1,147,022	$ 1,147	$ 2,295,117	$ (2,744,788)	$ (448,524)

Common shares issued	3,633,598	3,634	359,726	-	363,360

Common shares issued	620,000	620	192,380	-	193,000

Net loss				(297,352)	(297,352)

Balance, End of Year	540,620	5,401	2,847,223	(3,042,140)	(189,516)

AMERICAN PETRO-HUNTER, INC.

(Formerly Travelport Systems, Inc.)

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

For the Years Ended December 31, 2002 and 2001

1. OPERATIONS

Wolf Exploration Inc. was incorporated under corporate charter of the State of Nevada on January 4, 1996. Active operations commenced on July 10, 1996. On March 17, 1997, Wolf Exploration Inc. changed its name to Wolf Industries Inc.; on November 21, 2000, changed its name to Travelport Systems Inc., and on August 17, 2001, changed its name to American Petro-Hunter Inc. The Corporation's business offices are located in Surrey, British Columbia, Canada.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Foreign Currency Translation

The Company's functional currency is the Canadian Dollar and reporting currency is the United States dollar. Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the rate in effect on the dates of the related transactions. Revenues and expenses are translated at rates approximating exchange rates in effect at the time of the transactions. Gains or losses arising on conversion of foreign currency transactions are included in income in the period they occur.

(b) Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to SFAS No. 109. The only significant tax assets the Company has are the accumulated non-capital losses which are available to offset future taxable income. The Company's operations have no income subject to income taxes and cannot be determined that such tax assets will be realized. Accordingly, the Company would eliminate the effect of the recognition of any of these tax assets by the recording of a valuation allowance equal to the value of the tax assets.

The preparation of financial statements, in conformity with generally accepted accounting principles, required management to make estimates and assumptions that reflect the reported amount of assets, liabilities, revenues, expenses and related disclosures. Actual results could differ from those estimates.

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(d) Loss Per Share

Basic net income (loss) per share is based on the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is based on the weighted average number of shares outstanding during the year and dilutive common equivalent shares from options and warrants outstanding during the year. No common equivalent shares are included for loss periods as they would be anti-dilutive.

The company consolidated its shares on a one new for ten old basis on June 25, 2001. Loss per share amounts have been restated for the prior years to reflect the effect of this consolidation.

(e) Investment in AEI Trucolor Inc.

The Company carries its interest in AEI Trucolor Inc., a British Columbia private corporation, at cost. The Company does not exercise significant influence over the investee.

3. COMMON STOCK

a) Authorized: 200,000,000 common shares, par value $0.001 each.

During the year ended December 31, 2001, the Company completed a reverse stock-split whereby the Company consolidated its authorized and issued common shares on the basis of one common share for every ten common shares previously held. Authorized common shares and the par value of the shares have not been affected. All per share amounts and number of shares issued have been adjusted in these consolidated financial statements to reflect the share consolidation except as specifically noted.

3. COMMON STOCK, continued

	2002		2001
	Number	Amount	Number	Amount

Issued and outstanding balance beginning of year	5,400,620	$ 2,852,624	1,147,022	$ 2,296,264

For debt	-	-	3,633,598	363,360
For services	220,000	22,000	620,000	193,000
Issued and outstanding balance end of year	5,620,620	$ 2,874,624	5,400,620	$ 2,852,624

Represented by:
Common Shares at par value		5,621		5,401
Additional paid in capital		2,869,003		2,847,223
		$ 2,874,624		$ 2,852,624

At December 31, 2002, options providing for the issue of additional common shares are outstanding as follows:

Number	Price	Expiration Date

58,000	$2.50	August 17, 2003
3,000	$3.00	March 20, 2005
5,000	$3.00	June 20, 2005
1,000,000	$0.15	October 31, 2006

3. COMMON STOCK, continued

(c) The Company accounts for options granted using the intrinsic value method and in accordance with the accounting prescribed in Accounting Principles Board Opinion No 25 ("APB 25"). Under APB 25, because the exercise price of the Company's employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. An alternative method is the fair value accounting provided for under FASB statement No. 123 ("SFAS No 123"), which required the use of option valuation models. Pro forma information regarding net income and earnings per share is required by SFAS No. 123, and has been determined as if the Company had accounted for its options granted under the fair value method of that Statement. The fair value for these options was estimated at the date of the grant using a Black-Scholes option pricing model with the following weighted average assumptions; risk free rate of 5.25%; no dividends, volatility factor of the expected life of the Company's common stock of 180%; and a weighted average expected life of the options granted in each year of four to five years. The pro forma effect of SFAS No 123 is as follows:

Pro Forma

December 31, 2002

Net loss for the period $     29,664

Loss per share $         0.01

Pro Forma

December 31, 2001

Net loss for the period $    479,492

Loss per share $          0.15

4. RELATED PARTIES

(i) During the year, the company paid or accrued $15,516 (2001 - $37,965) for management fees to a director.

(ii) A total of $13,802 (2001 - $27,657) was paid or accrued to a company owned by a director of the company for accounting fees, office services and rent.

(iii) Accounts payable includes $23,255 (2001 - $9,267) payable to a director and a company owned by a director.

5. AEI TRUCOLOR INC.

The Company holds a 40% interest in AEI Trucolor Inc, a private British Columbia Corporation and has previously written down its carrying value to a nominal amount to reflect its impaired value.

6. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the company is not exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of these financial instruments approximate their carrying values.

7. INCOME TAXES

Future tax assets (liabilities) of the Company are as follows:

2002

2001

Operating and capital losses

1,020,000

990,000

Less: Valuation allowance

1,020,000

990,000

Future tax asset (liability) recognized

As at December 31, 2002, the Company has incurred income tax losses totaling approximately $3,000,000.

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these future tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these tax assets.

8. CONTINGENCY

The Company received a demand for payment from Canadian Western Bank ("CWB") whereby CWB, pursuant to a guarantee provided by the Company in favor of 714674 Alberta Ltd. (operating as Calgary Chemical) is demanding payment of Cdn$102,000 (approx. US$68,000) pursuant to the guarantee.

The Company intends to defend itself against the claim from CWB. The Company believes it has a valid indemnification from the purchaser of Calgary Chemical.

8. CONTINGENCY (Continued)

The ultimate loss to the Company, if any, is uncertain and depends upon a successful defense and the extent of any impairment if an indemnification claim is made against the purchaser. The outcome of this contingency cannot be determined at this time.

9. SUBSEQUENT EVENT

Subsequent to the end of the year, the Company issued a total of 430,000 common shares at a deemed value of $25,800 to two directors and a consultant for services rendered to the Company.

Exhibit 99.1

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Patrick A. McGowan provides the following certification. I, Patrick A. McGowan, President, CEO and director of American Petro-Hunter, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 15, 2003	/s/ Patrick A. McGowan
	Patrick A. McGowan, President and CEO

Exhibit 99.2

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Peter G. Rook-Green provides the following certification. I, Peter G. Rook-Green, Secretary, CFO and director of American Petro-Hunter, Inc. ("Company"), certify that:
1.	I have reviewed this annual report on Form 10-KSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and

6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 15, 2003	/s/ Peter G. Rook-Green
	Peter G. Rook-Green, Secretary and CFO

	Pro Forma
December 31, 2002

Net loss for the period	$ 29,664
Loss per share	$ 0.01

	Pro Forma
December 31, 2001

Net loss for the period	$ 479,492
Loss per share	$ 0.15