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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 October 31, 2004

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Transition Period From _____ to ____

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

                         Commission File Number 0-15362


                                  NAVTECH, INC.
              (Exact name of small business issuer in its charter)

           Delaware                                           11-2883366
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

       Suite 207, 2340 Garden Road
          Monterey, California                                   93940
(Address of principal executive offices)                       (Zip Code)


         Issuer's telephone number, including area code: (519) 747-1170

         Securities registered under Section 12(b) of the Exchange Act:

                                                Name of Each Exchange
           Title of Each Class                  on Which Registered
           -------------------                  ----------------------

           None
           -------------------                  ----------------------

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|

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

State issuer's revenues for its most recent fiscal year: $ 7,900,615

The  aggregate  market value of the common stock held by  non-affiliates,  based
upon the closing price of such stock as of November 30, 2004, was $1,514,376

      ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes |_| No |_|

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares outstanding of the issuer's common stock as of November 30,
2004 was 4,278,418 shares.

Transitional Small Business Disclosure Format.         Yes |_|     No  |X|

                    DOCUMENTS INCORPORATED BY REFERENCE: none
<PAGE>

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

                                  NAVTECH, INC.

                                   FORM 10-KSB

                   For the Fiscal Year Ended October 31, 2004

INDEX
<TABLE>
<CAPTION>

PART I                                                                                           PAGE

<S>           <C>                                                                                <C>
    Item 1.   Description of Business.............................................................3
    Item 2.   Description of Property.............................................................9
    Item 3.   Legal Proceedings..................................................................10
    Item 4.   Submission of Matters to a Vote of Security Holders................................11


Part II
     Item 5.  Market for Common Equity,  Related Stockholder Matters and Small
              Business Issuer Purchasers of Equity Securities....................................12
     Item 6.  Management's Discussion and Analysis or Plan of Operation..........................13
     Item 7.  Financial Statements...............................................................23
     Item 8.  Changes in and Disagreements With Accountants on Accounting and
              Financial Disclosure...............................................................24
     Item 8A. Controls and Procedures............................................................25
     Item 8A. Other Information..................................................................26


Part III
     Item 9.  Directors and Executive Officers of the Registrant.................................27
     Item 10. Executive Compensation.............................................................29
     Item 11. Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters....................................................31
     Item 12. Certain Relationships and Related Transactions.....................................33


Part IV
     Item 13. Exhibits, List and Reports on Form 8-K ............................................34
     Item 14. Principal Accountant Fees and Services.............................................36


INDEX TO FINANCIAL STATEMENTS....................................................................F-1

SIGNATURES.......................................................................................37
</TABLE>



NAVTECH, INC.                                                             Page 2
2003 10-KSB

<PAGE>

PART I

Forward-Looking Statements

This document contains forward-looking statements as that term is defined in the
federal securities laws. The events described in  forward-looking  statements we
make in this Form 10-KSB may not occur.  Generally  these  statements  relate to
business  plans  or  strategies,  projected  or  anticipated  benefits  or other
consequences of our plans or strategies,  projected or anticipated benefits from
acquisitions  that  may be  made by us,  or  projections  involving  anticipated
revenues,  earnings or other aspects of our operating results.  The words "may,"
"will,"  "expect,"   "believe,"   "anticipate,"   "project,"  "plan,"  "intend,"
"estimate,"  and  "continue,"  and their  opposites and similar  expressions are
intended  to  identify  forward-looking  statements.  We caution  you that these
statements are not guarantees of future performance or events and are subject to
a number of uncertainties, risks and other influences (including those discussed
under  "Other  Considerations"  in Item 6 below),  many of which are  beyond our
control,  that may influence the accuracy of the statements and the  projections
upon  which the  statements  are  based.  Our actual  results,  performance  and
achievements  could differ  materially  from those expressed or implied in these
forward-looking  statements.  We undertake no obligation  to publicly  update or
revise any  forward-looking  statements,  whether from new  information,  future
events or otherwise.

Dollar Amounts

Whenever we state dollar amounts in this document, we mean United States dollars
(unless we specifically indicate Canadian dollars).


ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

Navtech, Inc. (Navtech-US) was originally  incorporated in the State of New York
in 1981 and  then  reincorporated  in the  State of  Delaware  in 1987.  Navtech
Systems Support Inc. (Navtech-Canada),  a wholly-owned subsidiary of Navtech-US,
was  incorporated  in the  Province  of Ontario in 1987.  Navtech  (UK)  Limited
(Navtech-UK),  a wholly-owned subsidiary of Navtech-Canada,  was incorporated in
the  United  Kingdom  in 1994.  When we refer to  Navtech,  we are  speaking  of
Navtech-US and its subsidiaries.

Our head office is located at 2340 Garden Road, Suite 207,  Monterey,  CA 93940.
Our  principal  operations  are based at 175 Columbia  Street  West,  Suite 102,
Waterloo, Ontario, Canada, N2L 5Z5. We maintain a website at www.navtechinc.com.
Our common stock is publicly  traded on the OTC Bulletin  Board under the symbol
"NAVH". For investor information, we can be reached at (519) 747-1170.

BUSINESS OF THE COMPANY

We develop,  market and support  flight  operations  management  systems for the
commercial  aviation  industry.  Our systems are  designed to assist  commercial
passenger  and cargo air  carriers  in the  dynamic  environment  of their daily
flight operations.

We believe that our success is generally attributable to four factors. First, we
offer best of breed  solutions  through our  retention  of a highly  skilled and
experienced  technical and flight operations workforce that combine knowledge of
both aviation and software development. Second, we also employ a highly regarded
technical  and  operations  support  team that  provides  customer  service on a
round-the-clock  basis.  Third, we have a broad customer base that includes some
of the most successful  small,  medium and large  airlines,  and they consist of
charter,  cargo, and scheduled passenger carriers that operate in all geographic
regions  of the  world.  Finally,  we have a  reputation  as an  entrepreneurial
organization  capable of partnering and meeting the  ever-changing  needs of our
customers to allow them to effectively compete in their marketplace.

Strategy

Our  objective  is to be the  premiere  provider  of a complete  and  integrated
operations  management  system to the  airlines  in the world.  To achieve  this
objective,  our  strategy  consists  of a  concentrated  effort  to build on


NAVTECH, INC.                                                             Page 3
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<PAGE>

our premiere  dispatch and crew planning  product line,  acquire the  operations
control,  aircraft maintenance and ground operations  components for our overall
integrated operations  management system, and enter into strategic  partnerships
to fill out the  remainder  of  specialty  applications  that a given client may
require as part of its product suite.

Industry Overview

The flight operations industry has undergone significant changes in recent years
with a number  of trends  emerging  that  have had a  significant  impact on the
marketplace.   These  trends  have  caused   convergence  of  flight  operations
management  systems as it  relates  to  airspace  management  and the  different
functions required to efficiently manage airlines  operations.  The major trends
are:

o    Significant  increases  in input  costs  for  labor,  insurance  and,  most
     recently, security and fuel;
o    Rationalization  of routes by the major network carriers in response to the
     general  economic  conditions and the increased  competition  from low fare
     carriers;
o    Strategic  investments  by airlines in the areas of  operational  planning,
     control, revenue and network management and customer loyalty;
o    Alliances of major airlines and their associated regional carriers creating
     virtual buying groups and substantial new competitors in market segments in
     which the individual airlines were weak;
o    Increased  outsourcing  of  non-core  business  activities  as a  means  of
     reducing costs; and
o    An increase in  collaborative  decision  making (CDM) between the different
     airspace users as a means of improving capacity and efficiency. This effort
     is to reduce  the  estimated  worldwide  cost of $2 billion  annually  that
     results from inefficient air traffic management systems.

The effects of convergence and the development of hardware technology, operating
systems and wireless technology should continue the trend toward the creation of
a real-time integrated operations control system wherein the air traffic control
authorities, airline operations centers and pilots all have the same information
available to make decisions and can seamlessly  communicate  and implement those
decisions throughout their networks.

Airline  passenger  traffic  during  our last  fiscal  year has  shown  signs of
recovery  after the tragic events of September  11, 2001 and the viral  epidemic
Severe Acute  Respiratory  Syndrome  (SARS) early in 2003,  which caused a sharp
decline in Asia Pacific travel as well as a general decline in travel worldwide.
Although traffic has started to recover worldwide, in many regions such as North
America and Europe ticket  prices and yields have remained  depressed due to the
continued  penetration of low cost carriers and the  overcapacity of seats.  Two
U.S.  major  carriers,  United  Airlines  (number two worldwide in sales) and US
Airways,  as well as airlines such as American Trans Air, Volare, and Southeast,
are operating under bankruptcy protection.

Since 2001,  airlines have reduced their capital  expenditures,  which has had a
corresponding  effect on our market.  This  resulted in an  increased  length of
sales cycle and a reduction of the  resources  that  prospective  customers  can
apply to evaluating and improving internal systems. Finally, there have been new
entrants in most segments of the crew scheduling and dispatch markets during the
last 12 months. These factors have combined to lead to an intensification  among
vendors that has led to price declines in certain product-market segments.

The more recent  recovery and  industry  restructuring  among  airlines in North
America and Europe has led to a  significant  increase  in interest  for certain
products and services that we offer. As well, the continuing deregulation of the
airline  industry  in Asia  (excluding  China and  Japan) is leading to a record
number of new  start-up  airlines,  a phenomenon  similar to the previous  North
American and more recent European experience.


NAVTECH, INC.                                                             Page 4
2003 10-KSB
<PAGE>



Market for an Integrated Airline Operations Solution

Trends in the  airline  industry  have  created a market  for firms  capable  of
creating a fully integrated  operations  management  system that interfaces well
with legacy systems and performs all of the following  required  functions in an
integrated fashion:

o    Dispatch
o    Airline Schedule and Commercial Planning
o    Crew Scheduling
o    Maintenance
o    Ground Operations
o    Reservations

As with most mature industries,  airlines typically had functional silos for the
different parts of their operation: crew, dispatch,  maintenance,  and passenger
services/ground   operations.   In  these  organizations,   decision-making  was
inefficient  due to a lack of  information or the inability to handle all of the
information presented. The early 1990s saw the emergence of a systems operations
control (SOC) philosophy in which the various functional silos would report to a
single   manager  for  the   execution  of  the  daily  flight   schedule.   The
implementation  of the SOC  philosophy  has meant changes in physical  location,
reporting lines,  decision-making authority,  business processes and technology.
Although the SOC philosophy  was adopted in the large carrier  segment (over 120
aircraft),  especially  in North  America and  Western  Europe,  most  mid-sized
carriers have now moved to an integrated  operations  control system as the next
step in the development of their operational effectiveness.

Current Navtech Solutions

Flight Plan Services

o    DispatchProTM.  DispatchProTM  provides real-time mission critical decision
     support to the dispatcher or airline  operations manager in the creation of
     a flight  release and the  subsequent  tracking  and  reporting  of airline
     performance. The system has been created to bring together the requirements
     of flight planning,  weather,  Notices to Airmen (NOTAMs),  communications,
     flight   schedule   maintenance,   mapping,   runway   analysis,   aviation
     communications,  third-party  integration  and  management  reporting.  The
     software  is  designed to operate on the  powerful,  scalable,  open source
     LINUX  operating  system.  DispatchProTM  is currently used by customers in
     North America, Europe, and the Asia-Pacific region.

o    WebFPTM. WebFPTM is an Internet-based, scaled-down version of DispatchProTM
     available to airlines whose fleet size limits the  requirement for the more
     sophisticated  functionality of our high end product or for those customers
     unable  or  unwilling  to  pay  the  higher  costs   involved  with  normal
     communications methods.

o    DispatchExpressTM - DispatchExpressTM  is our newly released web-based crew
     briefing  system.  With  DispatchExpressTM   airlines  can  streamline  and
     standardize  the process of providing  necessary  flight  paperwork to crew
     members,  allow crew members to request up to the minute  weather and other
     operational  updates,  and reduce the costs  typically  associated with the
     distribution of this data by by-passing proprietary third-party networks.

Aircraft Performance Systems

o    V1PlusTM.  Our  V1PlusTM  service is an  aircraft  performance  engineering
     subscription  service  that is offered  to  airlines  that do not  maintain
     in-house  engineering  departments to provide regulatory  approved aircraft
     take-off and landing  performance  calculations.  Our Aircraft  Performance
     Systems group prepares  monthly manuals or CD-ROMs that provide  customized
     updated  take-off  and landing  data  specific  to various  aircraft/engine
     combinations,  flap settings and runways for  thousands of airports  around
     the world.  V1PlusTM is also  available  in an onboard  solution  and as an
     integrated module to DispatchProTM.


NAVTECH, INC.                                                             Page 5
2003 10-KSB
<PAGE>

o    C.G.  ProTM.   Our  aircraft   weight  and  balance  system,   C.G.  ProTM,
     incorporates  aircraft  first  principles  and technology to improve flight
     release  processes and on-time  effectiveness.  The system is available for
     use on a stand-alone basis or across a network, and in both wide and narrow
     body aircraft, in passenger, freight or combination configurations.

Outsourced Services

o    OperationsCentreTM.  Our  OperationsCentreTM  service  provides  outsourced
     dispatch and crew  management  services to airlines  around the world.  Our
     capabilities include flight planning,  overflight and landing permits, slot
     control, ground handling, and flight following. This service is targeted at
     small  and  start  up  carriers  that  may not be able to  afford  in-house
     dispatch or those that have seasonal  flight  operations and do not want to
     deal with annual  hiring,  training and  dismissing to meet their  changing
     requirements.

Crew Management Systems

o    CLASSTM.  CLASSTM, a preferential bidding system,  allows the user to match
     available  flying to an individual  crew member's  preferences  in order to
     produce  and  optimize  a final crew  schedule  that  respects  contractual
     constraints  and company  operating  requirements.  Today,  our  customers'
     pilots  and  flight   attendants  use  CLASSTM  to  bid  their   scheduling
     preferences  globally  via the  Internet,  which  makes the process of crew
     planning simple and efficient. The system is a true win-win for the airline
     and  its  crew  members  and  demonstrates   extremely  high  overall  crew
     satisfaction,  and a reduction  in  crew-related  expenses and crew planner
     work.

o    Cygnus(TM). In August 2003, we acquired the source code rights to a premium
     crew pairing optimizer,  Cygnus(TM), in use by some of the world's premiere
     airlines.  A crew  pairing  optimizer  is the  primary  tool  available  to
     airlines  and  crew  planners  in   minimizing   crew  costs  and  ensuring
     operational effectiveness once the contract and marketing schedule are set.
     We have been successful with the integration of this product into our sales
     processes  and have made sales of this  product to existing and new Navtech
     customers during the 2004 fiscal year.

o    CrewBidTM.  CrewBidTM is our newly launched suite of applications  for crew
     members to state or bid for preferences for training,  vacation assignments
     or trading of duties.  Our system is accessible  worldwide via the Internet
     and greatly reduces the costs associated with gathering and sorting through
     this  information  from crew  members  as there are,  usually,  contractual
     penalties  for the airline for improper  processing.  Crew members  benefit
     through  standardization  of processes  and  accessibility  to features and
     functions  associated  with the work schedule that  otherwise  would not be
     available through the use of manual systems.

Ancillary Products and Services

o    Customer  Support.  We offer  comprehensive  software  support and customer
     account management in the United States,  Canada,  Africa,  Europe, and the
     Asia  Pacific  region  designed to maximize the benefits and utility of the
     software at the customer's  location.  These services  include training and
     installation support, software updates,  including new system functionality
     and ongoing  enhancements,  and telephone hot-line support. We believe that
     quality  support  services  are a  critical  component  of  the  customer's
     satisfaction  level.  Our customer support services are provided at our two
     operations  centers in  Waterloo,  Canada  and  Crawley  (Gatwick),  United
     Kingdom.

o    Custom Programming  Services.  Design and programming services are provided
     to  customers  that  require  specific  custom  solutions  to their  flight
     operations  requirements.  We believe that there is an increased  demand in
     the commercial aviation market for systems  integration  services that link
     our software to third party vendor applications. We also provide consulting
     services  to  assist  customers  in  optimizing  the  use  of  the  product
     functionality within their flight operations process.


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<PAGE>

Customers

Our primary focus is on air carriers that  operator  modern  aircraft with fleet
sizes  greater  than 5  aircraft.  Our  primary  geographical  markets are North
America,  Europe,  and the Asia Pacific  region;  these  segments of the airline
market are more progressive with respect to information technology,  outsourcing
and cost reduction.

We currently  have a broad  customer  base of 120 airlines  worldwide.  In North
America we have 81  customers  using our  products  and  services,  and includes
approximately 33% of all long-haul carriers. Our European market has been one of
development  over the last  several  years and this  market has been our largest
segment of growth for our dispatch  systems over the last two years.  At the end
of fiscal 2004, we had 36 airlines  based in Europe,  Africa and the Middle East
using our products and services. In Asia Pacific, a market of focus for the last
year, we now have five customers and our initial reference customer for our core
DispatchProTM   system  is  currently  completing   installation.   No  customer
represented in excess of 10% of our total revenues for the last fiscal year.

Over the past three years,  Navtech  invested  heavily in the development of our
crew  planning  business  line as part of our overall  strategy of  providing an
integrated operations management system to the airlines of the world. During the
past  fiscal  year,  we were able to generate  significant  interest in our crew
planning  products  and,  as a result,  we grew  from a client  base of only two
airlines to nine  different  operators  already  using our systems or  presently
being installed as of the end of fiscal 2004.


Industry Competition

The  market  for  the  integrated   operations   control  systems  is  intensely
competitive  and subject to rapid change.  We expect  competition to increase in
the future as new market entrants and products come to market and  consolidation
of vendors continues.  We believe that the principal competitive factors include
product  functionality,  total cost of  solution,  support  infrastructure,  and
underlying technology.

Our main competitors can be divided into three main categories:

o    Major  airline  information   technology   spin-offs  such  as  Lufthansa's
     Information  Technology Software GmbH (Lufthansa Systems),  The Sabre Group
     (a former subsidiary of American Airlines), and EDS;
o    Aviation  software  vendors  such as Jeppesen and SBS  International  (both
     acquired  by  Boeing),  Honeywell,  SITA  (the  European  aviation  network
     provider) and ARINC (the American aviation network provider); and
o    Smaller independent  companies with annual revenue of less than $20 million
     that have developed flight operations  management  solutions for commercial
     aviation,  such as AIMS, Carmen Systems,  Air Data,  European  Aeronautical
     Group (EAG), AD Opt Technologies, FWZ, and AOS

We  believe  that  the  larger  corporations  such as  Boeing,  Lufthansa,  EDS,
Honeywell,  SITA and ARINC have an interest in being the driving  forces  behind
not only the  infrastructure  development  (e.g.,  onboard  systems,  moving map
technology,  ground  to  air  communications,   air  traffic  management  system
improvements)  but also the service  delivery  (e.g.  outsourcing of air traffic
management  responsibilities).  We believe that these companies will continue to
be at the forefront of the industry consolidation.

In fiscal 2004, the following three significant developments occurred:

o    the acquisition of Ad Opt Technologies by Kronos;
o    the acquisition of RM Rocade by Sabre; and
o    the acquisition of Caleb Technologies by Navitaire

Marketing and Distribution

We employ a direct  sales  force to market our  products  and  services in North
America,  Europe,  and the Asia Pacific region through offices in Canada and the
United Kingdom and the retention of sales professionals in


NAVTECH, INC.                                                             Page 7
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<PAGE>


Sweden and Singapore.  In addition,  we employ an account  management  team that
provides  customer  and sales  support  and sells  add-on  services  to existing
customers.  The development of this team in fiscal 2004 will continue to enhance
our ability to  distribute  new  products  currently in  development  to new and
existing  customers,  expand our customer base into new geographies,  and target
different types and sizes of air carriers. We have chosen to use direct sales as
our only means of distribution since i) the nature of our sales transactions are
typically  represent  smaller  recurring  revenue  streams;  ii) the  number  of
potential  customers  is  small;  and iii)  the  markets  that we are  currently
accessing  are  modern  industrial  nations.  The sales  approach  is  revisited
periodically and distribution partners may be secured if appropriate.

Product Development

Most of our  software  products  are  developed  internally.  We  also  purchase
technology and license intellectual  property rights. During the last two fiscal
years,  we have been advancing and developing our next  generation  architecture
and  product  line.  We also  have  established  development  methodologies  and
procedures  that provide  structure to our product  development  activities  and
allow  us to  track  the  efforts  of the  Product  Development  group.  This is
especially important given Navtech-Canada's access to tax credits for qualifying
research and development.

We  communicate  with our  customers  through  account  managers  and user group
meetings to determine the latest requirements of the operations department of an
airline.  The  product  management  function  within  our  business  coordinates
requirements and manages the life-cycle and positioning of our products.

During  fiscal 2004 and 2003,  we spent  approximately  $817,000  and  $455,000,
respectively,  on product  research and  development  activities.  These amounts
represented approximately 10% and 7%, respectively,  of revenue in each of those
years.  We are  committed to continue our  expenditures  on research and product
development.

Intellectual Property Rights

We regard all of our software products as proprietary. Our software products are
generally  licensed  to end  users  on a  "right  to use"  basis  pursuant  to a
perpetual,  non-transferable  license that  generally  restricts  the use of the
software to the  customer's  operations  or third  parties  affiliated  with the
customer.

Government Regulations

We are not subject to any government  regulations with respect to the operations
of our  business.  It is an airline's  responsibility  to ensure that the flight
plan and other data meet all local  civil  aviation  authority  regulations  and
requirements.

Employees

As of November 30, 2004,  we had a total of 95 employees  (of which 93 were full
time employees) including the following:

o    5 in sales and marketing,

o    8 in account management,

o    22 in customer support, data services and flight planning services,

o    13 in professional services (quality assurance,  IT system  administration,
     installation management, testing and documentation),

o    39 in research and development and product maintenance, and

o    8 in management, finance and administration.

None of our employees are  represented  by a labor union and we believe that our
employee relations are good. We believe that our success will depend, to a large
degree,  upon our  ability to  attract  and retain  highly  skilled,  technical,
managerial and sales personnel,  and to retain personnel with flight  operations
expertise.

NAVTECH, INC.                                                             Page 8
2003 10-KSB
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY

We have offices in the following locations:

Monterey, California

Our head office is located at Suite 207, 2340 Garden Road, Monterey, California.
We moved to this  location in March 2000 and we currently  sublet  approximately
750 square feet of office space for $2,400 per month pursuant to a sublease that
expires in April 2005.

Waterloo, Ontario

Navtech-Canada  leases approximately 11,000 square feet of office space at Suite
102, 175 Columbia  Street West,  Waterloo,  Ontario.  This  location is used for
flight  operations,  software  development,  customer  support,  sales,  account
management and  administration.  The lease  provides for a current  monthly rent
expense,  inclusive  of common  area rent,  of  approximately  $19,000  Canadian
(approximately $16,000 US) and terminates on October 31, 2006.

Crawley, West Sussex, UK

Navtech-UK's  premises are located at Durand House, Manor Royal,  Crawley,  West
Sussex, UK. This office encompasses approximately 1,900 square feet of space and
is used for flight operations,  customer support, sales and administration.  The
lease  provides  for a current  monthly rent  expense,  inclusive of common area
rent, of approximately (pound)3,000 Pounds (approximately $5,500 US) and expires
January 31, 2005. In order to support growth in the European  market,  we intend
to relocate in January 2005 to a larger  facility.  Negotiations for a new lease
are not complete; however we expect the monthly facility costs to increase.

Our total rent expense was approximately $240,000 for the year ended October 31,
2004. We believe that the facilities are adequate for our current needs and that
suitable additional space will be available as required.

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<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

There are no significant outstanding legal proceedings.

NAVTECH, INC.                                                            Page 10
2003 10-KSB
<PAGE>


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

There were no matters submitted to a vote of security holders during the quarter
ended October 31, 2004.

NAVTECH, INC.                                                            Page 11
2003 10-KSB
<PAGE>

PART II

Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER PURCHASERS OF EQUITY SECURITIES

Market Information

Our common  stock is traded on the OTC Bulletin  Board under the symbol  "NAVH".
The high and low  closing  bid  prices of the common  stock are listed  below by
fiscal  quarter.  These prices  represent  prices between  dealers;  they do not
include retail markup, markdown or commission.  These are bid prices only and do
not represent actual transactions.

                                           High                  Low
----------------------------------- -------------------- ---------------------
Year Ended October 31, 2004
     Fourth Quarter                   $    1.18             $    1.05
     Third Quarter                         1.15                  0.98
     Second Quarter                        1.09                  0.70
     First Quarter                         0.75                  0.40
----------------------------------- -------------------- ---------------------

----------------------------------- -------------------- ---------------------
Year Ended October 31, 2003
     Fourth Quarter                   $    0.51             $    0.36
     Third Quarter                         0.51                  0.33
     Second Quarter                        0.54                  0.31
     First Quarter                         0.31                  0.30
----------------------------------- -------------------- ---------------------

Shareholders

Our transfer agent has advised that the approximate  number of record holders of
common stock at November 30, 2004 was 305.

Dividends

We have paid no cash  dividends  on the  common  stock and we do not  anticipate
paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

There were no sales of unregistered  shares during the quarter ended October 31,
2004.

NAVTECH, INC.                                                            Page 12
2003 10-KSB
<PAGE>


ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

The following table shows our annual results of operations for fiscal years 2004
and 2003 (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                 Results of Operations      Percentage of Total Revenue
                                             ------------------------------------------------------------
                                             For the year ended October 31, For the year ended October 31,
                                             ------------------------------------------------------------
                                                  2004          2003           2004            2003
--------------------------------------------- ------------- -------------- -------------- ---------------
REVENUE
<S>                                             <C>           <C>                 <C>             <C>
     Service fees                               $   7,901     $   6,871           100%            99%
     Software license fees                              -            63             -              1
--------------------------------------------- ------------- -------------- -------------- ---------------
     Total revenue                                  7,901         6,934           100            100
--------------------------------------------- ------------- -------------- -------------- ---------------

COSTS AND EXPENSES
     Cost of services                               4,230         3,892            54             56
     Cost of software license fees                      -             2             -              -
     Research and development                         817           455            10              7
     Selling and marketing                          1,178         1,035            15             15
     General and administrative                     1,443         1,275            18             18
     Recovery of bad debt - related
          parties                                       -          (160)            -             (2)
--------------------------------------------- ------------- -------------- -------------- ---------------
     Total costs and expenses                       7,668         6,499            97             94
--------------------------------------------- ------------- -------------- -------------- ---------------
Income from operations                                232           434             3              6
--------------------------------------------- ------------- -------------- -------------- ---------------
Other income (expense)
     Interest expense                                 (32)          (63)            -              -
     Interest revenue                                   3            22             -              -
--------------------------------------------- ------------- -------------- -------------- ---------------
                                                      (29)          (41)            -             (1)
--------------------------------------------- ------------- -------------- -------------- ---------------
Income before income taxes                            203           393             3              6
Recovery of income taxes                              191           312             2              5
--------------------------------------------- ------------- -------------- -------------- ---------------
Net earnings                                          394           705             5%            10%
--------------------------------------------- ------------- -------------- -------------- ---------------
Net earnings per share
     Basic                                      $     0.09    $     0.17
--------------------------------------------- ------------- --------------
     Diluted                                    $     0.07    $     0.15
--------------------------------------------- ------------- --------------
</TABLE>

Overview

For fiscal 2004, our total revenues increased $967,000, or 14%, to $7,901,000 as
compared to $6,934,000 in fiscal 2003.  Our income from  operations was $232,000
and net earnings were $394,000 in fiscal 2004,  compared with fiscal 2003 income
from operations of $434,000 and net earnings of $705,000.

Income from  operations  and net  earnings  in fiscal  2003  included a $160,000
recovery  of bad debt from a related  party.  Net  earnings  in fiscal 2003 also
included the  recognition of $266,000 in future tax benefits from tax losses and
credits accumulated in prior years.

The recent  appreciation of major currencies  relative to the US dollar also had
an effect on our income from  operations  and net earnings in fiscal  2004.  The
majority of our revenues (82%) are  denominated in US dollars,  while 73% of our
expenditures are denominated in currencies other than the US dollar.

For the  year  ended  October  31,  2004,  the  relative  appreciation  of other
currencies  relative to the US dollar  resulted in an increase in total revenues
of  approximately  $120,000,  offset by an  increase  in costs and  expenses  of
approximately  $550,000.

The following summarizes the approximate changes in costs and expenses in fiscal
2004 as compared  to fiscal  2003,  excluding  the impact of changes in relative
currency values:

o    Cost of services increased $70,000, or 2%
o    Expenditures on research and development increased $300,000, or 66%
o    Selling and marketing expenses increased $70,000, or 7%
o    General  and  administrative  expenses  increased  $90,000,  or 7%

NAVTECH, INC.                                                            Page 13
2003 10-KSB
<PAGE>


Critical Accounting Policies

The  following  accounting  policies  are  fundamental  to the  measurement  and
presentation of disclosures  contained in our consolidated  financial statements
(see Note 2 to the consolidated financial statements contained in Item 7).

Foreign currency translation

     a.   Translation of foreign subsidiaries' accounts

     Assets and  liabilities of our foreign  subsidiaries  are  translated  from
     their local  currencies to US dollars at the exchange rate in effect at the
     balance sheet date. Revenues and expenditures are translated at the average
     rate prevailing during the year. The adjustments resulting from translating
     the  financial   statements  of  foreign   subsidiaries   are  recorded  in
     accumulated  other   comprehensive   income  as  a  separate  component  of
     stockholders' equity.

     b. Translation of foreign currency transactions

     Transactions  incurred in currencies other than the functional currency are
     converted to the  functional  currency at the  transaction  date.  Monetary
     assets and liabilities  denominated in a currency other than the functional
     currency are converted to the  functional  currency at the exchange rate in
     effect at each  period  end.  All foreign  currency  transaction  gains and
     losses have been included in earnings.

Asset impairment

We review the carrying value of intangible and other long-lived  assets at least
annually for evidence of impairment.  An impairment  loss is recognized when the
estimate of undiscounted future cash flows generated by such assets is less than
the carrying amount.  Measurement of the impairment loss is based on the present
value of the expected future cash flows.

Research and development costs

We incur costs related to research and development of our software.  To date, we
have  not  capitalized  any  development  costs  under  Statement  of  Financial
Accounting  Standards No. 86,  "Accounting for the Costs of Computer Software to
be Sold,  Leased  or  Otherwise  Marketed"  ("SFAS  86").  We have  defined  the
attainment of  technological  feasibility as completion of a working model.  The
costs incurred between the time of establishment of a working model and the time
when the products are marketed are insignificant.  Consequently,  costs that are
eligible for capitalization are expensed in the period incurred.

Revenue recognition

Substantially  all of our customers that purchase  software rights from us enter
into  software  arrangements  where  customers  pay  monthly  fees  that  bundle
software,  customer support and data service fees. Under such arrangements,  the
software  is either  implemented  at the  customer  site,  or  implemented  on a
computer environment  maintained by the Company.  Customers occasionally acquire
rights to our software on a perpetual license basis,  where we charge a one-time
license fee at the inception of the arrangement and customer support fees, which
are billed according to the terms of the maintenance contract.

We recognize monthly fee software  arrangements,  which include bundled software
rights, customer support and data service fees, on a monthly basis.

We recognize software license revenues in accordance with the American Institute
of Certified Public Accountants ("AICPA") Statement of Position ("SOP") 97-2, as
amended by SOP 98-4 and SOP 98-9. We recognize  software  license  revenues upon
delivery  and  customer   acceptance  if  no  significant   obligations   remain
deliverable to the customer; the sales contract fee is fixed or determinable and
all amounts  owing from the customer are due within one year and  collection  is
probable.  Customer  payments  received in  connection  with  license  sales are
recorded as deferred  revenue  until such time as all of the above  criteria are


NAVTECH, INC.                                                            Page 15
2003 10-KSB

met. Third-party costs incurred by us that are directly related to license sales
are deferred until such time as the related revenues are recognized.

Revenues  related  to  post-contract  customer  support  and data  service  fees
associated with software license customers are recognized  ratably over the term
of the applicable contract.

Systems  consulting and  implementation  fees are  recognized  upon rendering of
services.  Custom programming is recognized as services are provided,  except in
instances of significant  modifications or  customization of existing  software,
where  revenues are  recognized  using the completed  contract  method.  Amounts
billed but not yet earned and  payments  received  prior to the  earnings of the
revenue are recorded as deferred revenue.

Recently Issued Accounting Pronouncements

On December 17, 2003, the Staff of the  Securities  and Exchange  Commission (or
SEC) issued Staff Accounting Bulletin No. 104 ("SAB 104"),  Revenue Recognition,
which  supersedes  Staff  Accounting  Bulletin No. 101,  Revenue  Recognition in
Financial  Statements  ("SAB No. 101").  SAB 104's primary purpose is to rescind
the  accounting  guidance  contained in SAB No. 101 related to  multiple-element
revenue  arrangements  that was  superseded  as a result of the issuance of EITF
00-21,   Accounting  for  Revenue   Arrangements  with  Multiple   Deliverables.
Additionally,  SAB  104  rescinds  the  SEC's  related  Revenue  Recognition  in
Financial Statements  Frequently Asked Questions and Answers issued with SAB No.
101 that had been  codified  in SEC Topic  13,  Revenue  Recognition.  While the
wording of SAB 104 has  changed to  reflect  the  issuance  of EITF  00-21,  the
revenue  recognition  principles of SAB No. 101 remain largely  unchanged by the
issuance of SAB 104, which was effective upon issuance.  The adoption of SAB 104
did  not  have a  material  effect  on our  financial  position  or  results  of
operations.

NAVTECH, INC.                                                            Page 15
2003 10-KSB

Revenue

Our revenue has traditionally  been derived from two major sources:  (i) service
fees from the provision of flight planning  services,  runway analysis services,
weather and NOTAMs data, crew management services,  and ongoing customer support
and (ii) sales of software licenses.

Total revenue was approximately  $7.9 million in fiscal 2004, an increase of 14%
from approximately $6.9 million in fiscal 2003.

Service fees

Revenue from service fees increased  $1,030,000,  or 15%, to approximately  $7.9
million in fiscal 2004 from  approximately  $6.9  million in fiscal  2003.  This
increase is due primarily to:

o    the addition of new customers representing approximately $710,000
o    increases  in revenue from  existing  customers  for  existing  services of
     approximately $740,000
o    the   addition  of  new   services  at  existing   customers   representing
     approximately $300,000.

These increases were partially offset by :

o    decreases  in revenue  from  existing  customers  as a result of changes in
     their business requirements of approximately $245,000
o    loss of customers  due to  bankruptcies,  mergers and  acquisitions  or the
     customer ceasing business lines representing approximately $215,000
o    the cancellation of customer contracts representing approximately $265,000
o    a decrease in one-time software license and custom  development  revenue of
     approximately $20,000.

Software license fees

Revenue  from  software  license  fees were nil in fiscal 2004 as compared  with
approximately  $63,000 in fiscal  2003.  Software  licensing  efforts  have been
significantly  reduced as we have moved  predominantly  to a monthly service fee
pricing model.  However,  occasional  customers will request a software  license
pricing option when assessing our products.

Geographic Analysis

Our products and services are used by airline carriers located  primarily in the
United States,  Canada and Europe,  although we also have  customers  located in
Mexico, Africa, South America, and the Asia Pacific region.

The  following  table shows total  revenues on a customer  geographic  basis for
fiscal 2004 and 2003 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                               Total Revenue           Percentage of Total Revenue
                                        ------------------------------------------------------------
                                              2004           2003            2004           2003
--------------------------------------- -------------- -------------- --------------- --------------
<S>                                       <C>            <C>                  <C>             <C>
United States, Mexico, South America      $   5,476      $   4,999            69%             72%
and other
Canada                                        1,075            914            14              13
Europe, Africa, Middle East and
Asia Pacific                                  1,350          1,021            17              15
--------------------------------------- -------------- -------------- --------------- --------------
                                          $   7,901      $   6,934           100%            100%
--------------------------------------- -------------- -------------- --------------- --------------
</TABLE>

NAVTECH, INC.                                                            Page 16
2003 10-KSB

<PAGE>

Costs and Expenses

Overall,  the recent  appreciation of major currencies relative to the US Dollar
has  increased  our total costs and  expenses  as  reported  in US dollars.  The
majority of our expenditures,  including personnel costs, originate in Canada or
the United Kingdom.  Consequently,  the relatively  stronger currencies in those
countries  have  effectively  increased our costs and expenses as reported in US
dollars. For the year ended October 31, 2004, the relative appreciation of other
currencies  relative  to the US dollar has  resulted in an increase in our total
costs and expenses by approximately $550,000 as compared to fiscal year 2003.

Cost of services

Costs of services  consist  mainly of personnel  and other  expenses  related to
providing product support, service bureau operation and custom development. Also
included in operating  expenses are the communication  costs associated with the
provision of in-house flight planning services and customer support.

The following table shows the major components of operating  expenses for fiscal
years 2004 and 2003 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                    2004                2003           Percentage Change
----------------------------- ------------------ ------------------- --------------------
<S>                                <C>                <C>                          <C>
Salaries and benefits              $      2,465       $      2,459                 0%
Communication costs                         809                655                24
Rent                                        240                219                10
Royalties                                   189                120                58
Hardware & Travel                           170                 85               100
Depreciation                                133                130                 2
Other                                       224                224               (14)

----------------------------- ------------------ ------------------- -------------------
                                   $      4,230       $      3,892                 9%
----------------------------- ------------------ ------------------- -------------------
</TABLE>

The cost of services was approximately $4.2 million in fiscal 2004 compared with
approximately  $3.9  million  in  fiscal  2003,  an  increase  of  approximately
$338,000, or 9%. Excluding the impact of changes in relative currency value, the
cost of services increased by approximately $70,000, or 2% in fiscal 2004.

Excluding  the impact of changes  in  relative  currency  values,  salaries  and
benefits  decreased 8% from the prior year. This decrease was primarily a result
of a redeployment  of staff from support to research and  development  roles. In
addition,  we have had a reduction in the proportion of revenue from  outsourced
services, which require a higher level of staffing for support than our software
services.

Excluding the impact of changes in relative currency values, communication costs
increased approximately $135,000, or 21%, from the prior year. This increase was
due to the  additional  communication  lines and data  volume  required  for the
increased number of customers utilizing monthly services.

Excluding  the impact of  changes  in  relative  currency  values,  there was no
significant change in the rent expense from the previous year.

Royalty  costs,  which are all  denominated  in US dollars  and paid as a direct
percentage  of the  related  revenue,  increased  by 58% in  fiscal  2004.  This
increase is a result of the increased revenues in fiscal 2004 and an increase in
the proportion of revenues  subject to royalties,  including  revenues for a new
product not sold prior to fiscal 2004.

The  increase  in  hardware  and travel was a result of an  increase in expenses
directly  related  to the  implementation  of new  services  at new or  existing
customers.  These  costs  refer  to the  cost of  hardware  and  travel  that is
generally re-billed to customers as part of an implementation.

No  significant  increases  in the cost of our  services  are expected in future
quarters.  However, with respect to the volume of opportunities  currently being
pursued,  successful  completion of these opportunities may result in additional
support staff or infrastructure being required.

NAVTECH, INC.                                                            Page 17
2003 10-KSB
<PAGE>

Cost of software license fees

Cost of software  license fees was nil in fiscal 2004 as compared  approximately
$2,000 in fiscal 2003.  There were no software  license revenues during the 2004
fiscal year.

Research and development

Our research and development activities are undertaken in Canada. Navtech-Canada
qualifies for scientific  research and experimental  development  investment tax
credits on eligible research and development  expenditures.  Federal tax credits
are  generated  at a rate  of  20% of  qualifying  expenditures  and  provincial
refundable   tax  credits  are   generated  at  a  rate  of  10%  of  qualifying
expenditures.  The Federal tax credits are  available  to reduce  future  income
taxes payable and are non-refundable. In accordance with GAAP, these credits are
recorded as a reduction of our provision for income taxes.

Excluding  the impact of changes  in  relative  currency  values,  research  and
development  expenses increased  approximately  $300,000 in fiscal 2004, or 66%.
Research and development costs, which are primarily wages and benefits for staff
directly  involved in research  and  development  activities,  increased  during
fiscal 2004 to 10% of revenues from 7% in fiscal 2003.  The increase in costs is
a result of an increased  concentration  of effort on new  development  aimed at
improving the  competitiveness  of our products and expanding our product suite.
We anticipate  research and development  will continue to be an area of focus in
2005.

Selling and marketing expenses

The following table shows the major components of selling and marketing expenses
for fiscal 2004 and 2003 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                       2004              2003        Percentage Change
------------------------------- ------------------- ---------------- -------------------
<S>                                  <C>                 <C>                   <C>
Salaries and benefits                $     881           $     781             13%
Travel                                     221                 153             44
Marketing and trade shows                   58                  63             (8)
Other                                       18                  38            (53)
------------------------------- ------------------- ---------------- -------------------
                                     $   1,178           $   1,035             14%
------------------------------- ------------------- ---------------- -------------------
</TABLE>

Excluding the impact of changes in relative  currency values,  total selling and
marketing expenses increased by approximately $70,000, or 7% in fiscal 2004.

Excluding  the impact of changes  in  relative  currency  values,  salaries  and
benefits  increased  approximately  $45,000,  or 6%. This increase is due to the
addition of sales  representation  in Sweden and Singapore in early fiscal 2003,
commissions on the increased revenues and standard salary increases in the sales
and account management groups.

Excluding the impact of changes in relative  currency  values,  travel  expenses
have increased  approximately $50,000, or 34%. The increase is a result of costs
associated with an expanded geographic focus.

As we continue to expand our product scope and  geographic  focus,  we intend to
dedicate further resources to our sales and marketing  efforts.  As a result, we
anticipate  that our selling and marketing  expenses  will  increase  further in
fiscal 2005.

NAVTECH, INC.                                                            Page 18
2003 10-KSB

<PAGE>

General and administrative expenses

The following  table shows the major  components  of general and  administrative
expenses for fiscal 2004 and 2003 (in thousands except percentage amounts):

                                                                    Percentage
                                      2004               2003          Change
------------------------------ ------------------- --------------- -------------
Salaries and benefits               $   512             $   473             8%
Professional and consulting             224                 157            43
Insurance                               216                 200             8
Telephone                               157                  78           101
Travel                                   53                  49             8
Provision for bad debts                  91                  74            23
Loss on foreign exchange                 60                  68           (12)
Depreciation                             28                  37           (24)
Other                                   102                 139           (27)
------------------------------ ------------------- --------------- -------------
                                    $ 1,443             $ 1,275            13%
------------------------------ ------------------- --------------- -------------

Excluding  the  impact of changes  in  relative  currency  values,  general  and
administrative  expenses  increased by  approximately  $90,000,  or 7% in fiscal
2004.

Excluding  the change in  relative  currency  values,  there was no  significant
change in salaries and benefits in fiscal 2004.

Excluding the change in relative  currency values,  professional  fees increased
approximately  $60,000, or 38%, in fiscal 2004 as a result of an increase in the
costs associated with regulatory filings.

The increase in insurance costs, which are primarily  denominated in US dollars,
was a direct result of increases in premiums on existing policies.

Excluding the change in relative  currency  values,  telephone  costs  increased
approximately  $70,000,  or  90%,  in  fiscal  2004.  This  increase  was due to
telecommunication  costs  associated  with a  broader  geographic  focus  and an
increase in the number of customers serviced.

Provision for bad debts increased  approximately $17,000, or 23%, as a result of
a number customers filing for Chapter 11 protection during the 2004 fiscal year.

We incurred a loss on foreign  exchange of  approximately  $60,000 during fiscal
2004  compared  to a loss of  approximately  $68,000  during  fiscal  2003.  The
relative  depreciation  of the US dollar  was  smaller in the 2004  fiscal  year
compared to the previous  year,  resulting  in a smaller  impact on net monetary
assets  held in  foreign  currencies.  We have also  taken  steps to reduce  our
exposure to net monetary assets held in foreign currencies.

Recovery of bad debt - related parties

During  fiscal  2003,  we recorded a recovery of bad debt on the  collection  of
$160,000 from Global Weather Dynamics Inc.  (GWDI), a related party.  There were
no transactions with GWDI during the year ended October 31, 2004.

Other Income (Expense)

Interest  expense  decreased  approximately  $31,000,  or 49%, to  approximately
$32,000 in fiscal 2004 from approximately  $63,000 in fiscal 2003. The reduction
in interest expense was due to the maturity of long-term debt during fiscal 2003
and 2004 and a decrease in the usage of short-term financing during fiscal 2004.

Interest   revenue  was   approximately   $3,000  in  fiscal  2004  compared  to
approximately  $22,000 in fiscal 2003.  Interest  revenue in the  previous  year
related  primarily to interest received on the settlement of a tax appeal from a
prior period.

NAVTECH, INC.                                                            Page 19
2003 10-KSB
<PAGE>

Recovery of Income Taxes

Recovery of income taxes was  approximately  $191,000 in fiscal 2004 as compared
to approximately  $312,000 in fiscal 2003. The recovery in 2004 is predominantly
related to the  recognition  of future tax benefits from tax credits,  partially
offset by the  current  year's  income tax  provision.  The future tax  benefits
recognized in 2004 represented  Canadian investment tax credits for the 2002 and
2003 fiscal years which were filed and assessed during fiscal 2004. The recovery
in 2003 was primarily  achieved through  reassessments of investment tax credits
from prior fiscal years  (approximately  $40,000),  and the  recognition  of the
future benefits  available from past years' tax losses in Canada  (approximately
$265,000).  The  recognition  of  future  tax  benefits  is a result of having a
reasonable  expectation  of future  profitability  in Canada.  The tax  benefits
resulting  from tax losses in the United States and the United  Kingdom have not
been recognized due to the uncertainty  regarding future  profitability in those
jurisdictions.

Net Earnings

The  financial  statements  reflect net earnings of  approximately  $394,000 for
fiscal 2004, as compared to approximately $705,000 for fiscal 2003.

An  increase  in our  revenue  of  approximately  $967,000  was  offset by a net
increase in costs and expenses (including interest) of approximately $1,157,000,
resulting in a net  decrease in earnings  before  income taxes of  approximately
$190,000. Combined with this increase was the recovery of approximately $191,000
of income taxes in 2003  compared to the recovery of  approximately  $312,000 in
2003. Income from operations and net earnings in fiscal 2003 included a $160,000
recovery of bad debt from a related party.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31,  2004,  we had  available  cash of $445,309,  representing  an
increase of  approximately  $307,000 from the available cash balance of $138,785
at October 31, 2003.

We  renewed  our  banking  facility  with the RBC Royal Bank in June 2004 for an
operating  line of credit of $500,000.  There was no balance  outstanding on the
facility  at  October  31,  2004.  The  facility  is  secured  by the  assets of
Navtech-Canada and is due for annual renewal in February 2005.

At October 31, 2004, we had working capital of approximately $152,000,  compared
to a working capital  deficiency of approximately  $111,000 at the end of fiscal
2003.

Cash  flows  from  operating  activities  for the year  ended  October,  31 2004
accounted for a net inflow of approximately  $469,000 primarily based on the net
earnings for the period,  depreciation of  approximately  $189,000 and provision
for  uncollectable  accounts  of  approximately  $91,000,  offset by an increase
deferred taxes of approximately $137,000 and an increase in net operating assets
of approximately $53,000.

Cash flows from investing activities for year ended October, 31 2004 represent a
net outflow of approximately $142,000 due to the purchase of capital assets.

Cash  flows  from  financing  activities  for the year  ended  October,  31 2004
represent a net outflow of  approximately  $45,000 due to repayments of existing
loans and capital leases.

At October 31, 2004 we had no significant capital commitments.  However, we may,
from time to time, consider acquisitions of complementary  businesses,  products
or technologies.

OFF-BALANCE SHEET ARRANGEMENTS

None

NAVTECH, INC.                                                            Page 20
2003 10-KSB
<PAGE>

OTHER CONSIDERATIONS

Uncertainty of Future Operating Results; Industry volatility

While our operating  results were positive during fiscal 2004,  future operating
results  may vary  significantly  due to the  volatility  of our  industry.  The
airline  industry has been subject to much change in recent years due to factors
including  the tragic events of September 11, 2001,  the viral  epidemic  Severe
Acute  Respiratory  syndrome  (SARS),  and volatile  fuel costs.  As a result of
volatility in the industry,  several  large  carriers have filed for  bankruptcy
over the past three years. The continued impact of these factors,  or the impact
of future events cannot be predicted.  The bankruptcy of one or more significant
customers can have a material  adverse  effect on our financial  statements  and
liquidity.

Global Economic and Political Conditions

Our operating results may vary significantly based upon the impact of changes in
global economic and political conditions on our customers.  The unpredictability
of future military  action and other  responses  associated with a global war on
terrorism has resulted in economic  uncertainty that could negatively impact the
financial health of several of our customers. Currently, only 3% of our revenues
are  derived  from  customers  with  significant  operations  in  Africa  or the
Middle-East, thus mitigating this risk.

Competition

Competition in our industry has increased in recent years as competitors attempt
to acquire  market share in segments  where we have  significant  customers.  In
addition,  many of  these  competitors  have  larger  financial,  technical  and
marketing  resources  than us giving rise to the risk that we may not be able to
compete with these  companies in the long-term.  In order to maintain our market
share,  we must rely on our  ability to develop and market  innovative  products
according  to our  strategic  plan.  However,  there  is no  assurance  that our
competitors will not attempt to develop and market similar products.

Risk of Exchange Rate Fluctuations

While the  majority of our sales  contracts  are  denominated  in the  reporting
currency,  a significant  proportion of our operations are located in Canada and
Europe giving rise to significant  operating expenses  denominated in currencies
other than the reporting currency. Adverse fluctuations in the exchange rates of
these  currencies  relative to the U.S. dollar may have an adverse effect on our
financial statements.

Uncertain Protection of Intellectual Property Rights

Our success depends  significantly on our proprietary  technology.  We rely on a
combination  of  copyright,  trademark  and trade  secret  laws,  non-disclosure
agreements  and other  contractual  provisions  to  establish  and  maintain our
proprietary  rights.  We have not sought  patent  protection  for our  products.
Enforcement of our intellectual  property rights may be difficult,  particularly
in some  countries  outside of the United States and Canada,  in which we market
our products. In the past, we have been required to provide limited confidential
disclosure  of  portions  of our source  code for our  products or to place such
source  code into  escrow as a  condition  of a license  agreement.  Despite the
precautions  taken by us, it may be possible for  unauthorized  third parties to
copy certain  portions of our  products or to reverse  engineer or obtain or use
information that we consider  proprietary.  Also, there can be no assurance that
our competitors will not independently  develop  technologies that are perceived
to be  substantially  equivalent or superior to our  technologies.  Further,  no
assurance  can be given that we will have the  financial  resources to engage in
litigation against parties who may infringe on our intellectual property rights.
While we realize that our competitive position may be affected by our ability to
legally  protect our software,  we believe the impact of this protection is less
significant  to our  commercial  success  than  factors  such  as the  level  of
experience of our personnel,  name recognition,  and increased investment in new
product development.

There can be no  assurances  that third  parties  will not  assert  infringement
claims  against us in the future,  or that any such assertion will not result in
litigation,  which may be costly,  or require  that we obtain a license

NAVTECH, INC.                                                            Page 21
2003 10-KSB

<PAGE>


for the intellectual  property rights of others.  There can be no assurance that
such licenses will be available on reasonable terms or at all.

Attraction and Retention of Key Personnel

Execution of our strategic  plan requires us to attract and retain  talented and
qualified employees. Our success is highly dependent on our ability to identify,
hire,  train and  retain  highly  qualified  technical  and sales and  marketing
personnel with flight operations  experience,  including recently hired officers
and other employees.  Competition for such personnel is always strong, and there
can be no assurance  that we will be successful in our efforts.  This may have a
material adverse effect on our financial statements.

Acquisition   of  Companies  /  Completion  of  Development  to  Meet  Strategic
Objectives

In order to provide an integrated  product  offering,  we need to either acquire
companies  that possess  required  technologies,  or develop these  technologies
internally.  If there are no suitable companies available to acquire or if we do
not secure the  funding  required to complete  such an  acquisition  or complete
internal  development,  this may impede our ability to maintain or increase  our
market share.

NAVTECH, INC.                                                            Page 22
2003 10-KSB
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The financial statements begin on Page F-1 following Item 14 hereof.

NAVTECH, INC.                                                            Page 23
2003 10-KSB
<PAGE>


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

None.
NAVTECH, INC.                                                            Page 24
2003 10-KSB

ITEM 8A.  CONTROLS AND PROCEDURES

Our Chief Executive  Officer and Chief Financial Officer conducted an evaluation
of the  effectiveness of our disclosure  controls and procedures.  Based on this
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our  disclosure  controls and  procedures  were effective as of October 31,
2004 in alerting them in a timely manner to material  information required to be
included in our SEC reports. In addition, no change in our internal control over
financial  reporting  occurred  during the fiscal quarter ended October 31, 2004
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

NAVTECH, INC.                                                            Page 25
2003 10-KSB
<PAGE>


ITEM 8B.  OTHER INFORMATION

None.

NAVTECH, INC.                                                            Page 26
2003 10-KSB
<PAGE>


PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

The following table sets forth the positions and offices  presently held by each
of our current directors and executive officers and their ages:
<TABLE>
<CAPTION>
============================ ========= =======================================================
Name                         Age       Positions and Offices
============================ ========= =======================================================
<S>                          <C>       <C>
David Strucke                36        President,  Chief  Executive  Officer,  Secretary  and
                                       Director
---------------------------- --------- -------------------------------------------------------
Gordon Heard                 36        Chief Financial Officer
---------------------------- --------- -------------------------------------------------------
Derek Dawson                 35        Vice President - Sales and Business Development
---------------------------- --------- -------------------------------------------------------
Lee Fryer-Davis              32        Vice President - Software Development
---------------------------- --------- -------------------------------------------------------
Thomas D. Beynon             63        Director
---------------------------- --------- -------------------------------------------------------
Michael Jakobowski           44        Director
---------------------------- --------- -------------------------------------------------------
Michael Ueltzen              59        Director
============================ ========= =======================================================
</TABLE>

     David  Strucke  has  served  as our  President,  Chief  Executive  Officer,
Secretary and a director  since  November  2001.  Mr. Strucke also served as our
Chief  Financial  Officer from January 2000 to November 2003. Mr. Strucke served
as Vice President - Finance & Accounting of Navtech-Canada  from October 1999 to
January  2000 and as its  Director  of  Finance  and  Accounting  and a Business
Analyst  from  January 1999 to October  1999.  Prior to joining us, Mr.  Strucke
served as a  Financial  Analyst  focusing  on mergers  and  acquisitions  for an
automotive capital equipment manufacturer and performed financial and accounting
consulting  work for  manufacturing  companies  from 1996 to 1998.  Mr.  Strucke
obtained a Masters of Business  Administration  from Wilfrid Laurier  University
and is a graduate of the  University  of Waterloo  with a  Bachelor's  degree in
Science in Engineering. Mr. Strucke has lectured on Introductory Finance for the
undergraduate business program at Wilfrid Laurier University.

     Gordon Heard joined  Navtech as Chief  Financial  Officer in November 2003.
Mr. Heard is a Chartered Accountant and a graduate of Wilfrid Laurier University
with a Bachelor's degree in Business  Administration.  Prior to joining Navtech,
Mr. Heard served as Corporate Controller at Descartes Systems Group from 2002 to
2003, and as Vice President,  Controller at AMEC E&C Services from 2000 to 2002.
Mr. Heard served in progressive  financial  positions at Wajax Limited from 1995
to 1999 ending as Corporate  Controller,  and worked in assurance  services with
KPMG from 1990 to 1995.

     Derek  Dawson  has  served  as our  Vice  President  - Sales  and  Business
Development  since April 2002. Prior thereto and from January 2001, he served as
our Executive  Vice President - Business  Development.  Mr. Dawson served as our
Chief Operating Officer from January 1999 to January 2001 and our President from
January 2000 to January 2001.  From  September  1997 to January 1999, Mr. Dawson
was our Vice President - Operations. From 1995 to 1997, he served as Manager for
Corporate  Development  for a large  industrial  contracting  firm. From 1991 to
1995,  Mr. Dawson was an air navigator  with the Canadian Air Force  involved in
strategic and tactical airlifts as well as training duties.  Mr. Dawson has been
a business instructor, on a part-time basis, at Wilfrid Laurier University since
1997.

     Lee  Fryer-Davis  has served as our Vice  President - Software  Development
since April 2002. From November 2000 to February 2002, Mr.  Fryer-Davis was Vice
President,  Engineering at QJunction Technology, a company that produces natural
language voice recognition  systems.  Mr.  Fryer-Davis has also held development
management positions at MKS Software,  Descartes Systems Group and Teklogix.

NAVTECH, INC.                                                            Page 27
2003 10-KSB
<PAGE>


Mr.  Fryer-Davis  has a Master's  degree in  Mathematics  from the University of
Waterloo  and a  Bachelor  of  Science  degree  from the  University  of Western
Ontario.

     Thomas D. Beynon is a partner in the Waterloo, Ontario law firm of McCarter
Grespan  Robson  Beynon  Thompson  LLP and a member of the Law  Society of Upper
Canada.  He has been with the firm since March 1996.  Prior to this,  Mr. Beynon
spent six years with the law firm, Sims Clement Eastman,  from 1991 to 1996. Mr.
Beynon  serves as Corporate  Secretary of Virtek  Vision  International  Inc., a
public company,  and is a director of a number of private companies.  Mr. Beynon
has served as one of our directors since July 2000.

     Michael  Jakobowski  has served as Chief  Financial  Officer  of  Cambridge
Information  Group  since  September  1999.  Prior  to  joining  Cambridge,  Mr.
Jakobowski was the Vice President of Accounting for Thomson  Financial  Database
Group from August 1997 to September 1999, and the Corporate Controller for Kline
Group from June 1994 to August 1997. Mr.  Jakobowski is a member of the American
Institute of Certified Public  Accountants.  Prior to 1994, Mr. Jakobowski spent
over 11 years in public accounting with Price Waterhouse, Coopers & Lybrand, and
Johnson Lambert and Co. Mr.  Jakobowski has served as one of our Directors since
November 2001.

     Michael  Ueltzen is the  President  and CEO of The Republic  Group (TRG) in
Arlington,  Virginia.  Mr. Ueltzen joined TRG in 1968. TRG is a high-tech export
management firm with representatives in 78 countries, and specializes in systems
integration   and   engineering   projects   with   emphasis  on   international
environmental problems. Mr. Ueltzen and TRG were awarded the Presidential E-Star
Award  for  outstanding  contribution  to the  United  States  Export  Expansion
Program.  Mr. Ueltzen has been a member of the American  Meteorological  Society
since 1985. Mr. Ueltzen has served as one of our directors since July 2001.

     Each  director   will  hold  office  until  the  next  Annual   Meeting  of
Stockholders  or until his successor is elected and  qualified.  Each  executive
officer  will  hold  office  until  the next  regular  meeting  of the  Board of
Directors  following  the next  Annual  Meeting  of  Stockholders  or until  his
successor is elected or appointed and qualified.

Audit Committee Financial Expert

Our Board of Directors has determined that Mr. Jakobowski, a member of the Audit
Committee of the Board, is an "audit committee  financial  expert," as that term
is  defined  in  Item  401(e)(2)  of  Regulation  S-B.  Mr.   Jakobowski  is  an
"independent   director"  based  on  the  definition  of  independence  in  Rule
4200A(a)(14) of the listing standards of the National  Association of Securities
Dealers currently applicable to small business issuers.

Section 16(a) Beneficial Ownership Reporting Compliance

Based  solely on a review of copies of Forms 3 and 4 furnished to us and written
representations  that no other  reports  were  required,  during the fiscal year
ended October 31, 2004, all Section 16(a) filing requirements  applicable to the
officers,  directors and 10% stockholders were complied with except that, on one
occasion, each of Messrs. Strucke, Heard, Dawson, Beynon, Jakobowski and Ueltzen
filed a Form 4 late  (which  forms  each  reported  late  the  grant  of a stock
option)..

Code of Ethics for Senior Financial Officers

Our Board of Directors has adopted a Code of Ethics for our principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  or  persons  performing  similar  functions.  A copy of the Code of
Ethics is filed as an exhibit to our Annual  Report on Form  10-KSB for the year
ended October 31, 2004..

We intend to disclose any  amendments to or waivers of our Code of Ethics on our
corporate website www.navtechinc.com.

NAVTECH, INC.                                                            Page 28
2003 10-KSB
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth  information  concerning the compensation for the
last three fiscal years of all of our executive  officers as of October 31, 2004
who had a total salary and bonus for such year in excess of $100,000.

<TABLE>
<CAPTION>
======================================= ================================================= ===================
                                                                                              Long-Term
                                                                                             Compensation
                                                                                          -------------------
                                                      Annual Compensation                       Awards
---------------------------- ---------- ---------------- ------------- ------------------ -------------------
                                                                                                Common
                                                                                                Stock
                                                                         Other Annual         Underlying
Name and Principal Position    Year         Salary          Bonus        Compensation          Options
---------------------------- ---------- ---------------- ------------- ------------------ -------------------
<S>                            <C>      <C>                <C>                <C>               <C>
David Strucke,                 2004     $    130,807       $ 32,417          -0-                50,000
 Chief                         2003     $    118,675       $ 23,734          -0-                 -0-
 Executive Officer             2002     $     94,319       $ 19,062          -0-               100,000
---------------------------- ---------- ---------------- ------------- ------------------ -------------------
Derek Dawson,                  2004     $    136,889         -0-             -0-                40,000
 Vice                          2003     $    112,122         -0-             -0-                 -0-
 President - Sales and         2002     $    104,234         -0-             -0-                 -0-
 Business Development
============================ ========== ================ ============= ================== ===================
</TABLE>


Option Tables
<TABLE>
<CAPTION>

                                          OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 2004

======================================================================================================================
                         Shares of Common Stock
                       Underlying Options Granted    Percent of Total Options
                                                     Granted to Employees in         Exercise
         Name                                              Fiscal Year             Price/Share      Expiration Date
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                           <C>                     <C>                    <C>
David Strucke                    50,000                        36%                     1.06         September 2009
----------------------------------------------------------------------------------------------------------------------
Derek Dawson                     40,000                        29%                     1.06         September 2009
======================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED OCTOBER 31, 2004 AND FISCAL YEAR-END OPTION VALUES
================================== ================================= ==================================
                                        Number of Unexercised              Value of Unexercised
                                              Options at                   In-the-Money Options
                                           October 31, 2004                 at October 31, 2004
---------------------------------- --------------------------------- ----------------------------------
Name                                  Exercisable/Unexercisable          Exercisable/Unexercisable
---------------------------------- --------------------------------- ----------------------------------
<S>                                         <C>     <C>                        <C>      <C>
David Strucke                               150,000/50,000                     $131,438/$500
---------------------------------- --------------------------------- ----------------------------------
Derek Dawson                                50,000/40,000                      $39,438/$400
================================== ================================= ==================================
</TABLE>

No options were exercised by either Messrs.  Strucke or Dawson during the fiscal
year ended October 31, 2004.

NAVTECH, INC.                                                            Page 29
2003 10-KSB
<PAGE>


Long-Term Incentive Plan Awards

No awards  were made to Messrs.  Strucke or Dawson  during the fiscal year ended
October 31, 2004 under any long-term incentive plan.

Compensation of Directors

Our directors,  with the exception of salaried officers, are entitled to receive
an annual retainer of $7,200  (payable  quarterly in advance) and $600 per Board
and/or  committee  meeting  attended.  The  Chairman of the Board is entitled to
receive an annual  retainer of $8,640  (payable  quarterly in advance),  and the
Chairman  of a  committee  is entitled  to receive  $900 per  committee  meeting
chaired.  In addition,  our directors  are entitled to be reimbursed  for travel
expenses  incurred  in  attending  any  meeting  of  the  Board  or  any  of its
committees.  Our By-Laws  also  provide,  to the extent  permitted  by law,  for
certain indemnification of our directors.

On September 9, 2004, stock options were granted to Messrs Beynon and Jakobowski
for the purchase of 25,000 shares each at an exercise  price of $1.06 per share.
Also on September  9, 2004,  stock  options were granted to Mr.  Ueltzen for the
purchase of 20,000 shares at an exercise price of $1.06 per share.

Employment   Contracts,   Termination   of  Employment   and   Change-In-Control
Arrangements

None.

NAVTECH, INC.                                                            Page 30
2003 10-KSB
<PAGE>


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Security Ownership

Our common  stock is the only  class of  securities  outstanding.  Each share is
entitled  to one vote.  The  following  table  sets  forth  certain  information
regarding our  outstanding  common stock  beneficially  owned as of November 30,
2004 by:

o    each person who is known by us to own  beneficially  or exercise  voting or
     dispositive control over more than 5% of our common stock,
o    each present director,
o    each person named in the Summary Compensation Table above, and
o    all of our present executive officers and directors as a group

<TABLE>
<CAPTION>
========================================= ============================== =========================
Name and Address of Beneficial Owner            Number of Shares          Approximate Percentage
                                               Beneficially Owned         of Outstanding Shares
----------------------------------------- ------------------------------ -------------------------
<S>                                       <C>     <C>                    <C>
Robert N. Snyder                          940,000 (1)                    21.5%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
John Bethanis                             769,443 (2)                    18.0%
11420 S W 109th Road
Miami Florida
----------------------------------------- ------------------------------ -------------------------
Alain Mallart                             698,670 (3)                    16.3%
38 avenue des Klauwaerts
1050 Brussels, Belgium
----------------------------------------- ------------------------------ -------------------------
Dorothy A. English                        465,000 (4)                    10.2%
175 Columbia Street West
Waterloo, Ontario, Canada
----------------------------------------  -----------------------------  ------------------------
Michael Ueltzen                           325,000 (5)                    7.6%
5801 Lee Highway
Arlington, Virginia
----------------------------------------- ------------------------------ -------------------------
David Strucke                             190,000 (6)                    4.3%
175 Columbia St. W. Suite 102
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Derek Dawson                              50,000 (7)                     1.2%
175 Columbia St. W., Suite 102
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Thomas D. Beynon                          45,000 (8)                     1.0%
675 Riverbend Drive
Kitchener, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Michael Jakobowski                        35,000 (9)                     0.8%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
All executive  officers and directors as  685,625 (5)(6)(7)(8)(9)(10)    14.9%
a group (7 persons)
========================================= ============================== =========================
</TABLE>
NAVTECH, INC.                                                            Page 31
2003 10-KSB
<PAGE>


(1)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission. Includes (i) 100,000 shares that are issuable upon the exercise
     of a warrant that is currently  exercisable and (ii) 40,000 shares owned by
     Wyoming Investments Limited  Partnership,  of which Mr. Snyder is a general
     partner.
(2)  Based upon Schedule 13D, as amended,  and other  statements  filed with the
     Securities and Exchange Commission.
(3)  Based upon Schedule 13G, as amended,  and other  statements  filed with the
     Securities and Exchange Commission.
(4)  Based upon Schedule 13D, as amended, filed with the Securities and Exchange
     Commission.  Includes  260,000  shares that are issuable  upon  exercise of
     options that are currently exercisable.
(5)  Based upon Schedule 13D filed with the Securities and Exchange  Commission.
     Represents (i) 300,000 shares owned by Republic Electronics  Corporation of
     which  Mr.  Ueltzen  is  the  majority  shareholder,  President  and  Chief
     Executive  Officer,  and (ii) 25,000 shares that are issuable upon exercise
     of options that are currently exercisable.
(6)  Includes 150,000 shares that are issuable upon exercise of options that are
     currently exercisable.
(7)  Represents  shares that are  issuable  upon  exercise  of options  that are
     currently exercisable.
(8)  Represents  shares that are  issuable  upon  exercise  of options  that are
     currently exercisable.
(9)  Includes  25,000 shares that are issuable upon exercise of options that are
     currently exercisable.
(10) Includes  40,625 shares that are issuable upon exercise of options that are
     exercisable currently or within 60 days.

Securities Authorized for Issuance Under Equity Compensation Plans

The following  table sets forth  information as of October 31, 2004 with respect
to compensation plans (including  individual  compensation  arrangements)  under
which our common stock is authorized for issuance, aggregated as follows:

o    All compensation plans previously approved by security holders; and
o    All compensation plans not previously approved by security holders.

                                        EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>
------------------------------------ ----------------------- ------------------- ----------------------------
                                            Number of              Weighted          Number of securities
                                         securities to be      average exercise    remaining available for
                                           issued upon             price of         future issuance under
                                           exercise of           outstanding         equity compensation
                                           outstanding             options,           (plans excluding
                                         options,warrants        warrants and      securities reflected in
                                            and rights             rights                 column (a))
                                               (a)                   (b)                     (c)
------------------------------------ ----------------------- ------------------- ----------------------------
<S>                                        <C>                      <C>                   <C>
Equity  compensation plans approved        1,144,525                $.64                  1,803,765
by security holders
------------------------------------ ----------------------- ------------------- ----------------------------
Equity   compensation   plans   not           -0-                   -0-                      -0-
approved by security holders
------------------------------------ ----------------------- ------------------- ----------------------------
Total                                      1,144,525                $.64                  1,803,765
------------------------------------ ----------------------- ------------------- ----------------------------
</TABLE>

NAVTECH, INC.                                                            Page 32
2003 10-KSB
<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

NAVTECH, INC.                                                            Page 33
2003 10-KSB
<PAGE>


ITEM 13.  EXHIBITS, LISTS, AND REPORTS ON FORM 8-K

(a) Exhibits

          3(A)  Certificate of Incorporation, as amended (6)

          3(B)  By-Laws (3)

          10(A) Lease dated  October 8, 1996  between  1394464  Ontario Inc. and
                Navtech  Systems  Support Inc. with respect to Waterloo, Ontario
                premises (2)

          10(B) 1995 Key Employees  and Advisors  Stock Option Plan,  as amended
                (1)

          10(C) 1999 Stock Option Plan (4)

          10(D) Form of Stock Option  Agreement  for options  granted to Michael
                Jakobowski, Michael  Ueltzen,  Thomas  Beynon and David  Strucke
                dated as of September 9, 2004

          10(E) Stock Option  Agreement  dated as of  September  9, 2004 between
                Navtech, Inc. and Derek Dawson

          14    Code of Ethics (5)

          21    Subsidiaries

          23    Consent of Deloitte & Touche LLP

          31a   Rule  13a-14(a)/15d-14(a)  Certification   of   Chief  Executive
                Officer,  as  Adopted  pursuant  to  Section 302 of the Sarbanes
                -Oxley Act of 2002

          31b   Rule  13a-14(a)/15d-14(a)   Certification   of  Chief  Financial
                Officer,  as  Adopted  pursuant  to  Section 302 of the Sarbanes
                -Oxley Act of 2002

          32    Certification of Chief  Executive  Officer  and Chief  Financial
                Officer Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant
                to Section 906 of the Sarbanes-Oxley Act of 2002.
--------

(1) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1994.

(2) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1996.

(3) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 1999.

(4) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule  12b-32,  as  such  exhibit  was  originally  filed  as an  exhibit  in our
Registration Statement on Form S-8 (File No. 333-32656)

(5) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32,  as such exhibit was  originally  filed as an exhibit in our Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2003.

NAVTECH, INC.                                                            Page 34
2003 10-KSB
<PAGE>


(6) We hereby  incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our Quarterly
Report on Form 10-QSB for the quarter ended April 30, 2001.

b) Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarter ended October
31, 2004.

NAVTECH, INC.                                                            Page 35
2003 10-KSB
<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  following is a summary of the fees billed to us by Deloitte & Touche,  LLP,
our independent  auditors,  for  professional  services  rendered for the fiscal
years ended October 31, 2004 and 2003:

       ------------------------- ------------------- -------------------
       Fee Category                Fiscal 2004 Fees     Fiscal 2003 Fees
       ------------------------- ------------------- -------------------
       Audit fees (1)                     36,398              30,941
       ------------------------- ------------------- -------------------
       Audit related fees (2)             14,408               9,288
        ------------------------- ------------------- -------------------
       Tax fees (3)                       78,623              53,956
       ------------------------- ------------------- -------------------
       All other fees                          -                   -
       ------------------------- ------------------- -------------------
       Total                             129,429              94,185
       ------------------------- ------------------- -------------------

(1)  Audit Fees  consist of  aggregate  fees  billed for  professional  services
     rendered for the audit of our annual financial statements and review of the
     interim financial  statements included in the quarterly reports of services
     that are normally  provided by the independent  auditors in connection with
     the statutory and regulatory  filings or  engagements  for the fiscal years
     ended October 31, 2004 and October 31, 2003, respectively.

(2)  For  assurance  and related  services  that are  reasonably  related to the
     performance  of the audit and are not reported  with audit fees,  including
     accounting consultations.

(3)  For  tax  compliance,  advice,  planning  and  return  preparation  and for
     services  related to the  submission  and receipt of investment tax credits
     earned from  Canadian  Scientific  Research  and  Experimental  Development
     (SR&ED) qualified expenditures.



The  Audit  Committee  is  responsible  for the  appointment,  compensation  and
oversight  of the work of the  independent  auditors and approves in advance any
services to be performed by the independent  auditors,  whether audit-related or
not. The Audit Committee  reviews each proposed  engagement to determine whether
the provision of services is compatible with maintaining the independence of the
independent auditors. All of the fees shown above were pre-approved by the Audit
Committee.

NAVTECH, INC.                                                            Page 36
2003 10-KSB
<PAGE>




REPORT OF THE INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS


To the Board of Directors and Stockholders of Navtech, Inc.

We have audited the accompanying  consolidated  balance sheets of Navtech,  Inc.
and  subsidiaries  (the  "Company")  as of October  31,  2004 and 2003,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for  the  years  then  ended.   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 audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial position of the Company as of October 31, 2004
and 2003,  and the  results of its  operations  and its cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.



Deloitte & Touche LLP
Chartered Accountants
Kitchener, Ontario
December 16, 2004















NAVTECH, INC.                                                                F-1
<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
(In US Dollars)

<TABLE>
<CAPTION>

                                                                                 -----------------------------------
Year Ended October 31,                                                                       2004              2003
--------------------------------------------------------------------------------------------------------------------

REVENUE
<S>                                                                                 <C>              <C>
   Service fees                                                                     $   7,900,615    $   6,870,555
   Software license fees                                                                        -           63,000
--------------------------------------------------------------------------------------------------------------------
   Total revenue                                                                        7,900,615        6,933,555
--------------------------------------------------------------------------------------------------------------------

COSTS AND EXPENSES
   Cost of services                                                                     4,230,530        3,891,995
   Cost of software license fees                                                                -            1,500
   Research and development                                                               816,895          455,493
   Selling and marketing                                                                1,177,546        1,035,439
   General and administrative                                                           1,443,314        1,274,683
   Recovery of bad debt - related parties (Note 15)                                             -         (160,000)
--------------------------------------------------------------------------------------------------------------------
   Total costs and expenses                                                             7,668,285        6,499,110
--------------------------------------------------------------------------------------------------------------------
Income from operations                                                                    232,330          434,445
--------------------------------------------------------------------------------------------------------------------
Other income (expense)
   Interest expense                                                                       (32,433)         (63,097)
   Interest revenue                                                                         2,720           21,523
--------------------------------------------------------------------------------------------------------------------
                                                                                          (29,713)         (41,574)
--------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                                202,617          392,871
Recovery of income taxes (Note 11)                                                        191,191          312,035
--------------------------------------------------------------------------------------------------------------------
Net earnings                                                                        $     393,808    $     704,905
--------------------------------------------------------------------------------------------------------------------
Net earnings per share (Note 10)
   Basic                                                                            $        0.09   $         0.17
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                          $        0.07   $         0.15
--------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding (Note 10)
   Basic                                                                                4,251,921        4,227,824
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                              5,259,446        4,666,839
--------------------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to the Consolidated Financial Statements


NAVTECH, INC.                                                                F-2
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
(In US Dollars)

                                                                                  ---------------- -----------------
October 31,                                                                                  2004              2003
--------------------------------------------------------------------------------- ---------------- -----------------
ASSETS
Current Assets
<S>                                                                                  <C>              <C>
   Cash                                                                              $    445,309     $    138,785
   Accounts receivable (net of allowance for bad debts
     of $158,011; 2003 - $120,989)                                                      1,133,963          889,576
   Investment tax credits receivable (Note 3)                                                   -           91,866
   Prepaid expenses and other                                                             223,209          138,590
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,802,481        1,258,817
Deferred Taxes (Note 11)                                                                  437,419          267,274
Capital Assets, Net (Note 4)                                                              547,914          531,826
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  2,787,814     $  2,057,917
--------------------------------------------------------------------------------- ---------------- -----------------

LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                          $    973,584     $    923,308
   Income taxes payable                                                                         -           11,360
   Long-term debt - current portion (Note 5)                                                    -           19,403
   Obligation under capital leases - current portion (Note 5)                              36,310           33,390
   Deferred lease inducements - current portion (Note 6)                                   17,850           16,489
   Deferred revenue                                                                       623,183          365,431
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,650,927        1,369,381
Long-Term Debt (Note 5)                                                                         -            6,700
Obligation Under Capital Leases (Note 5)                                                    7,992           40,843
Deferred Lease Inducements (Note 6)                                                        17,849           32,976
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,676,768        1,449,900
--------------------------------------------------------------------------------- ---------------- -----------------

Commitments and Contingencies (Note 14)

STOCKHOLDERS' EQUITY
Common stock (Note 7)                                                                       4,884            4,843
Authorized - 20,000,000, Par value $0.001, Issued - 4,884,271 (2003 - 4,842,406)
Preferred stock - Authorized - 2,000,000, Par value $0.10, Issued - nil                         -                -
   (2002 - nil)
Treasury stock (Note 7)                                                                      (608)            (608)
Additional paid-in capital                                                              3,094,441        3,080,190
Accumulated other comprehensive income                                                    130,688           35,759
Accumulated deficit                                                                    (2,118,359)      (2,512,167)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,111,046          608,017
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  2,787,814     $  2,057,917
--------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

See Notes to the Consolidated Financial Statements


NAVTECH, INC.                                                                F-3
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In US Dollars)


                                                                 Accumulated                              Total
                                   Common Stock     Additional     Other                               Stockholders'      Total
                              --------------------   Paid-In    Comprehensive  Treasury   Accumulated     Equity/      Comprehensive
                                Shares     Amount    Capital        Income       Stock     Deficit      (Deficiency)      Income
----------------------------  ---------- ---------  ----------  -------------  --------  ------------  --------------  -------------

<S>                           <C>        <C>        <C>           <C>          <C>       <C>           <C>             <C>
Balances, October 31, 2002    4,834,906  $  4,835   $3,078,088    $ 57,124     $  (608)  $(3,217,072)  $    (77,633)
Stock Options exercised           7,500         8        2,102                                                2,110
Translation adjustments                                            (21,365)                                 (21,365)      (21,365)
Net earnings                                                                                 704,905        704,905       704,905
----------------------------  ---------- ---------  ----------  -------------  --------  ------------  --------------  -------------
Balances, October 31, 2003    4,842,406  $  4,843   $3,080,190    $ 35,759     $  (608)  $(2,512,167)  $    608,017    $  683,540
----------------------------  ---------- ---------  ----------  -------------  --------  ------------  --------------  -------------
Stock Options exercised          41,865        41       14,251                                               14,292
Translation adjustments                                             94,929                                   94,929        94,929
Net earnings                                                                                 393,808        393,808       393,808
----------------------------  ---------- ---------  ----------  -------------  --------  ------------  --------------  -------------
Balances, October 31, 2004    4,884,271  $  4,884   $3,094,441    $130,688     $  (608)  $(2,118,359)  $  1,111,046    $  488,737
----------------------------  ---------- ---------  ----------  -------------  --------  ------------  --------------  -------------
</TABLE>

See Notes to the Consolidated Financial Statements
NAVTECH, INC.                                                                F-4
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In US Dollars)

                                                                                  ---------------- -----------------
Year Ending October 31,                                                                      2004              2003
--------------------------------------------------------------------------------- ---------------- -----------------

OPERATING ACTIVITIES
<S>                                                                               <C>              <C>
Net earnings                                                                      $       393,808  $       704,905
Adjustments to reconcile net earnings to net
   cash provided by operating activities:
   Depreciation                                                                           189,327          182,973
   Deferred taxes                                                                        (136,782)        (225,032)
   Provision for uncollectible accounts                                                    91,457           74,275
   Provision for bad debt - related parties                                                     -         (160,000)
   Deferred lease inducements                                                             (16,488)         (13,883)
Changes in operating assets and liabilities:
   Accounts receivable                                                                   (275,482)         106,552
   Prepaid expenses and other                                                             (75,172)         (48,513)
   Investment tax credits receivable                                                       91,866          (67,039)
   Accounts payable, accrued liabilities and other liabilities                             (1,780)        (202,716)
   Deferred revenue                                                                       219,155          (37,861)
   Income taxes payable                                                                   (11,004)           9,565
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from operating activities                                                  468,905          323,226
--------------------------------------------------------------------------------- ---------------- -----------------
INVESTING ACTIVITY
Purchase of capital assets                                                               (142,436)        (187,270)
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from investing activity                                                   (142,436)        (187,270)
--------------------------------------------------------------------------------- ---------------- -----------------
FINANCING ACTIVITIES
(Repayment of) net proceeds from capital leases                                           (33,310)          24,328
Repayment of loans                                                                        (26,103)        (143,944)
Repayment of bank loan                                                                          -          (24,423)
Issuance of common shares on exercises under stock option plan                             14,292            2,110
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from financing activities                                                  (45,121)        (141,929)
--------------------------------------------------------------------------------- ---------------- -----------------
EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                   25,176          (62,852)
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flow                                                                             306,524          (68,825)
Cash, beginning of year                                                                   138,785          207,610
--------------------------------------------------------------------------------- ---------------- -----------------
Cash, end of year                                                                 $       445,309  $       138,785
--------------------------------------------------------------------------------- ---------------- -----------------
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                         $       (41,574) $       (58,612)
   Cash received (paid) during the year for income taxes                          $       141,685  $        (1,589)
--------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

Capital asset  purchases of $nil (2003 - $81,256) were acquired  under a capital
lease.

See Notes to Consolidated Financial Statements

NAVTECH, INC.                                                                F-5

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


1.   DESCRIPTION OF THE BUSINESS

Navtech,  Inc. ("Navtech") was originally  incorporated in the State of New York
in 1981 and  then  reincorporated  in the  State of  Delaware  in 1987.  Navtech
Systems Support Inc.  ("Navtech-Canada"),  a wholly-owned subsidiary of Navtech,
was  incorporated  in the  Province  of Ontario in 1987.  Navtech  (UK)  Limited
("Navtech-UK"), a wholly-owned subsidiary of Navtech-Canada, was incorporated in
the United Kingdom in 1994.

The Company develops, markets and supports flight operations and crew management
systems for the commercial aviation industry. The Company's systems are designed
to assist commercial passenger and cargo air carriers in the dynamic environment
of their daily flight operations.

2.   SIGNIFICANT ACCOUNTING POLICIES

These financial  statements are prepared in accordance  with Generally  Accepted
Accounting  Principles in the United States of America. A summary of significant
accounting policies  consistently applied in the preparation of the consolidated
financial statements follows:

Basis of presentation

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiaries,  Navtech-Canada and Navtech-UK.  All significant
intercompany accounts and transactions have been eliminated upon consolidation.

Foreign currency translation

     a)   Translation of foreign subsidiaries' accounts

Assets and liabilities of the Company's foreign subsidiaries are translated from
their functional  currencies to US dollars at the exchange rate in effect at the
balance sheet date. Revenues and expenditures are translated at the average rate
prevailing  during the year.  The  adjustments  resulting from  translating  the
financial  statements of foreign  subsidiaries are recorded in accumulated other
comprehensive income as a separate component of stockholders' equity.

     b)   Translation of foreign currency transactions

Transactions  incurred in  currencies  other than the  functional  currency  are
converted to the functional  currency at the transaction  date.  Monetary assets
and liabilities denominated in a currency other than the functional currency are
converted  to the  functional  currency  at the  exchange  rate in effect at the
balance sheet date. All foreign currency  transaction gains and losses have been
included in earnings.

Capital assets

Capital assets are recorded at cost.  Depreciation of capital assets is recorded
at the following rates:

    Purchased computer software                   40%    Declining balance
    Computer equipment                            30%    Declining balance
    Computer equipment under capital lease        30%    Declining balance
    Furniture and fixtures                        20%    Declining balance
    Office equipment                              20%    Declining balance
    Leasehold improvements              Term of lease    Straight line

NAVTECH, INC.                                                                F-6
<PAGE>


Asset impairment

The Company reviews the carrying value of intangible and other long-lived assets
at least annually for evidence of impairment.  An impairment  loss is recognized
when the estimate of undiscounted  future cash flows generated by such assets is
less than the carrying  amount.  Measurement of the impairment  loss is based on
the present value of the expected future cash flows.

Income taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109"). SFAS
109 requires the  determination of deferred tax assets and liabilities  based on
the differences  between the financial  statement and income tax bases of assets
and  liabilities,  using estimated tax rates in effect for the year in which the
differences are expected to reverse.  The measurement of a deferred tax asset is
adjusted by a valuation allowance,  if necessary, to recognize tax benefits only
to the extent that, based on available evidence, it is more likely than not that
they will be realized.

Research and development costs

The Company incurs costs related to research and development of its software. To
date, the Company has not capitalized  any development  costs under Statement of
Financial  Accounting  Standards No. 86,  "Accounting  for the Costs of Computer
Software to be Sold, Leased or Otherwise  Marketed" ("SFAS 86"). The Company has
defined the attainment of  technological  feasibility as completion of a working
model.  The costs incurred  between the time of establishment of a working model
and the time when the products are  marketed  are  insignificant.  Consequently,
costs that are eligible for capitalization are expensed in the period incurred.

Investment tax credits

Investment  tax credits  are  recorded  as a  reduction  of income tax  expense.
Investment  tax credits not  utilized in the current  year can be used to offset
income taxes in future years.

Revenue recognition

Substantially all of the Company's  customers that purchase software rights from
the Company enter into software  arrangements  where  customers pay monthly fees
that  bundle  software,  customer  support  and data  service  fees.  Under such
arrangements,  the  software is either  implemented  at the  customer  site,  or
implemented  on a computer  environment  maintained  by the  Company.  Customers
occasionally  acquire  rights to the Company's  software on a perpetual  license
basis,  where the Company charges a one-time license fee at the inception of the
arrangement and customer  support fees,  which are billed according to the terms
of the maintenance contract.

The Company recognizes monthly fee software arrangements,  which include bundled
software rights, customer support and data service fees, on a monthly basis.

The Company recognizes software license revenues in accordance with the American
Institute  of  Certified  Public  Accountants  ("AICPA")  Statement  of Position
("SOP")  97-2,  as  amended  by SOP 98-4 and SOP 98-9.  The  Company  recognizes
software  license   revenues  upon  delivery  and  customer   acceptance  if  no
significant  obligations remain deliverable to the customer;  the sales contract
fee is fixed or  determinable  and all amounts  owing from the  customer are due
within one year and  collection  is  probable.  Customer  payments  received  in
connection  with license sales are recorded as deferred  revenue until such time
as all of the above criteria are met.  Third-party costs incurred by the Company
that are directly  related to license sales are deferred  until such time as the
related revenues are recognized.

Revenues  related  to  post-contract  customer  support  and data  service  fees
associated with software license customers are recognized  ratably over the term
of the applicable contract.

Systems  consulting and  implementation  fees are  recognized  upon rendering of
services.  Custom programming is recognized as services are provided,  except in
instances of significant modifications or customization of existing

NAVTECH, INC.                                                                F-7
<PAGE>

software,  where revenues are recognized  using the completed  contract  method.
Amounts billed but not yet earned and payments received prior to the earnings of
the revenue are recorded as deferred revenue.

Stock-based compensation

Stock-based  compensation  arising  from  the  Company's  stock  option  plan is
accounted for by the intrinsic value method under  Accounting  Principles  Board
("APB")  Opinion  25,  "Accounting  for Stock  Issued to  Employees."  SFAS 123,
"Accounting for Stock-Based Compensation" encourages,  but does not require, the
cost of  stock-based  compensation  arrangements  with  employees to be measured
based on the fair value of the equity instrument  awarded.  As permitted by SFAS
123,  the  Company  applies  APB  Opinion  25  and  related  interpretations  in
accounting  for  stock-based  compensation  awards to employees  under its stock
option plan (Note 9).

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and  Disclosure,  an amendment to FASB Statement No.
123" (SFAS 148). SFAS 148 requires  expanded and more prominent  presentation of
the pro forma disclosures  previously required by SFAS 123. The new presentation
is required for financial  statements for fiscal years ending after December 15,
2002. The Company has adopted the  provisions of SFAS 148 effective  November 1,
2002. The Company has determined  that SFAS 148 will have no material  impact on
its future financial statements.

Use of estimates

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

Recently issued accounting pronouncements

On December 17, 2003, the Staff of the  Securities  and Exchange  Commission (or
SEC) issued Staff Accounting Bulletin No. 104 ("SAB 104"),  Revenue Recognition,
which  supersedes  Staff  Accounting  Bulletin No. 101,  Revenue  Recognition in
Financial  Statements  ("SAB No. 101").  SAB 104's primary purpose is to rescind
the  accounting  guidance  contained in SAB No. 101 related to  multiple-element
revenue  arrangements  that was  superseded  as a result of the issuance of EITF
00-21,   Accounting  for  Revenue   Arrangements  with  Multiple   Deliverables.
Additionally,  SAB  104  rescinds  the  SEC's  related  Revenue  Recognition  in
Financial Statements  Frequently Asked Questions and Answers issued with SAB No.
101 that had been  codified  in SEC Topic  13,  Revenue  Recognition.  While the
wording of SAB 104 has  changed to  reflect  the  issuance  of EITF  00-21,  the
revenue  recognition  principles of SAB No. 101 remain largely  unchanged by the
issuance of SAB 104, which was effective upon issuance.  The adoption of SAB 104
did  not  have a  material  effect  on our  financial  position  or  results  of
operations.

NAVTECH, INC.                                                                F-8

<PAGE>

3.   INVESTMENT TAX CREDITS RECEIVABLE

Navtech-Canada  qualifies for scientific  research and experimental  development
investment tax credits on eligible  research and development  expenditures.  The
investment tax credit receivable  balance  represents the refundable  portion of
these credits which are payable to Navtech-Canada  upon assessment of a claim by
the Canadian taxation authorities.  During 2003, reassessments for several prior
taxation  years  for which  investment  tax  credits  had been in  dispute  were
received  and  the  refundable   portion  of  the  reassessments  were  paid  to
Navtech-Canada.  Also during  2003,  Navtech-Canada  received  assessments,  and
payment of the  refundable  portion of the  assessments,  for the taxation years
ended October 31, 2002 and 2003.

Receivable balance for 2004

Investment tax credits  receivable for the assessed and unassessed  years are as
follows:

                                       Year ended October
                                                      31,
                                      -------------------- --------------------
                                                     2004                 2003
------------------------------------- -------------------- --------------------
Taxation year ended:
   January 31, 2001 and prior                          -               82,765
   October 31, 2002                                    -                1,896
   October 31, 2003                                    -                7,205
------------------------------------- -------------------- --------------------
                                      $                -   $           91,866
------------------------------------- -------------------- --------------------

The  investment  tax  credits  for the  year  ended  October  31,  2004  will be
recognized when assessed by the Canadian taxation authorities.


NAVTECH, INC.                                                                F-9
<PAGE>


4.   CAPITAL ASSETS
<TABLE>
<CAPTION>

                                                                                      October 31,
                                                                              -------------------- --------------------
                                                                                             2004                 2003
----------------------------------------------------------------------------- -------------------- --------------------
Cost
<S>                                                                           <C>                  <C>
   Purchased computer software                                                $          745,709   $          679,321
   Computer equipment                                                                    856,873              687,208
   Computer equipment under capital lease                                                109,902              101,520
   Furniture and fixtures                                                                138,425              125,088
   Office equipment                                                                      197,197              182,036
   Leasehold improvements                                                                271,470              244,074
----------------------------------------------------------------------------- -------------------- --------------------
                                                                                       2,319,576            2,019,247
----------------------------------------------------------------------------- -------------------- --------------------
Accumulated depreciation
   Purchased computer software                                                           660,292              591,546
   Computer equipment                                                                    617,234              508,980
   Computer equipment under capital lease                                                 51,614               24,602
   Furniture and fixtures                                                                 96,005               82,194
   Office equipment                                                                      142,321              121,636
   Leasehold improvements                                                                204,196              158,463
----------------------------------------------------------------------------- -------------------- --------------------
                                                                                       1,771,662            1,487,421
----------------------------------------------------------------------------- -------------------- --------------------
                                                                              $          547,914   $          531,826
----------------------------------------------------------------------------- -------------------- --------------------
</TABLE>

5.       LONG-TERM DEBT
<TABLE>
<CAPTION>

Long-term debt as of October 31, 2004 and 2003 is as follows:
                                                                                      October 31,
                                                                              -------------------- --------------------
                                                                                             2004                 2003
----------------------------------------------------------------------------- -------------------- --------------------
<S>                                                                           <C>                  <C>
Note payable to Avcon Associates Inc.,  interest at 18%, payable                               -               26,103
     in blended  weekly  payments  of $900  Canadian  ($675 USD)
     through March 2005.  Early  settlement of the note was made
     in June 2004.
----------------------------------------------------------------------------- -------------------- --------------------
                                                                                               -               26,103
Less: current portion                                                                          -               19,403
----------------------------------------------------------------------------- -------------------- --------------------
Long-term portion                                                             $                -   $            6,700
----------------------------------------------------------------------------- -------------------- --------------------
</TABLE>


The Company is committed under capital leases for computer and office  equipment
with terms  expiring at various dates in 2005 and 2006. The future minimum lease
payments  under the lease  agreements  along  with the  present  balance  of the
obligation under the capital leases are as follows:

Minimum lease payments for year ended October 31,
   2005                                                        38,227
   2006                                                         8,069
-------------------------------------------------- --------------------
                                                               46,296
Less: Amounts representing interest                             1,994
-------------------------------------------------- --------------------
Balance of obligation                                          44,302
Less: Current portion                                          36,310
-------------------------------------------------- --------------------
Long-term portion                                     $         7,992
-------------------------------------------------- --------------------

NAVTECH, INC.                                                               F-10
<PAGE>


6.   DEFERRED LEASE INDUCEMENTS

Navtech-Canada  entered into a lease for its  premises in Waterloo,  Canada that
provided for certain lease  inducements,  including the provision of a leasehold
improvement  allowance  and a period of free rent.  The Company has deferred the
recognition  of these  inducements  and is amortizing the  inducements  over the
initial term of the lease set to expire  October 2006.  Annual  amortization  is
charged against rent expense.  Deferred lease inducements as of October 31, 2004
and 2003 are as follows:

                                                  October 31,
                                      -------------------- --------------------
                                                     2004                 2003
------------------------------------- -------------------- --------------------
Deferred lease inducements            $          178,500   $          164,888
Less: Accumulated amortization                   142,801              115,423
------------------------------------- -------------------- --------------------
                                                  35,699               49,465
Less: Current portion                             17,850               16,489
------------------------------------- -------------------- --------------------
                                      $           17,849   $           32,976
------------------------------------- -------------------- --------------------

7.   SHARE CAPITAL

The authorized share capital of the Company consists of 20,000,000 common shares
with a par value of $0.001,  and 2,000,000  preferred shares with a par value of
$0.10. At October 31, 2004,  there were 4,884,271 common shares issued and fully
paid (2003 - 4,842,406) and no preferred shares issued.  At October 31, 2004 and
October 31, 2003 there were 125,000 common share purchase  warrants  outstanding
with an exercise price of $1.875, and an expiry date of March 31, 2005.

Year ended October 31, 2004

During the year,  the Company  issued  41,865 common shares upon the exercise of
options under the 1999 Stock Option Plan for total proceeds of $14,292.

Treasury stock

At  October  31,  2004,  the number of common  shares in  treasury  amounted  to
607,729.

Year ended October 31, 2003

During fiscal 2003,  the Company issued 7,500 common shares upon the exercise of
options under the 1999 Stock Option Plan for total proceeds of $2,110.

Treasury stock

At  October  31,  2003,  the number of common  shares in  treasury  amounted  to
607,729.

NAVTECH, INC.                                                               F-11
<PAGE>

8.       STOCK OPTION PLAN

In 1999 the Company  adopted the 1999 Stock  Option Plan (the "1999 Stock Option
Plan"),  as approved by the shareholders on January 14, 2000, which provided for
the granting of incentive stock options and non-statutory  stock options for the
purchase  of a maximum of  1,500,000  shares of the  Company's  common  stock to
directors,  employees,  consultants  and advisors of the  Company.  On March 29,
2001,  the  shareholders  approved an amendment to the 1999 Stock Option Plan to
increase  the maximum  number of options to be granted to  3,000,000.  Under the
terms of the 1999 Stock Option Plan, the options, which expire no later than ten
years after grant, are exercisable at a price no less than the fair market value
of the Company's common stock at the date of the grant and become exercisable in
accordance with terms established at the time of the grant.

A summary of the activity in the Option Plan is set forth below:

                                            --------------- -----------------
                                                 Number of  Weighted Average
                                                    Shares    Exercise Price
------------------------------------------  --------------- -----------------
Balance outstanding at October 31, 2002         1,092,015     $         0.55
     Granted                                            -               -
     Canceled and expired                         (61,000)              0.60
     Exercised                                     (7,500)              0.28
------------------------------------------  --------------- -----------------
Balance outstanding at October 31, 2003         1,023,515     $         0.55
     Granted                                      210,000               1.02
     Canceled and expired                         (47,125)              0.64
     Exercised                                    (41,865)              0.34
------------------------------------------  --------------- -----------------
Balance outstanding at October 31, 2004         1,144,525     $         0.64
------------------------------------------  --------------- -----------------

Exercisable at October 31, 2003                   940,890     $         0.55
Exercisable at October 31, 2004                   905,838     $         0.56
------------------------------------------  --------------- -----------------

The following table summarizes  information  concerning  outstanding  options at
October 31, 2004:
<TABLE>
<CAPTION>
                          ------------------ ----------------- ----------------- ------------------ -----------------
Range of Exercise Prices  Number of Options  Weighted Average  Weighted Average  Number of Options  Weighted Average
                                                    Remaining
                                Outstanding  Contractual Life    Exercise Price        Exercisable    Exercise Price
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
<C>                                <C>         <C>                  <C>                   <C>            <C>
$0.15                              100,000     7.27 years           $      0.15           100,000        $      0.15

$0.28125                           223,000     0.27 years           $      0.28           223,000        $      0.28

$0.37 - $0.75                      475,025     3.39 years           $      0.58           436,088        $      0.58

$0.90 - $1.1875                    339,500     8.52 years           $      1.10           139,750        $      1.17

$1.46875                             7,000     1.25 years           $      1.47             7,000        $      1.47

------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
                                 1,144,525     3.03 years           $      0.64           905,838        $      0.56
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
</TABLE>

NAVTECH, INC.                                                               F-12
<PAGE>

9.   STOCK BASED COMPENSATION

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation."
As permitted under this standard, the Company elected to continue to account for
stock-based   compensation  using  the  intrinsic  value  method  prescribed  in
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees," and related interpretations.  Accordingly,  compensation expense for
stock  options  is  measured  as the  excess,  if any,  of the fair value of the
Company's  stock at the date of grant  over the amount an  employee  must pay to
acquire the stock. Pro forma  information  regarding net income and earnings per
share is  required  by SFAS  123,  and has  been  determined  as if the  Company
accounted  for its employee  stock  options  under the fair value method of that
Statement.  The fair value for these  options was estimated at the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                                                                              Year ended October 31,
                                                                                ------------------------------------
Assumption                                                                                                    2004
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>
Volatility factor of expected market price of the Company's stock                                              163%
Dividend yield                                                                                                   0%
Risk-free rate                                                                                                   4%
Weighted average expected life of stock options (years)                                                          2.4
--------------------------------------------------------------------------------------------------------------------
</TABLE>

SFAS 123 requires  that, for the pro forma  disclosure,  the  compensation  cost
based on the fair values of the options at the grant date be amortized  over the
vesting period. If compensation cost for stock options had been determined based
on the fair value at the grant dates  consistent  with the method  described  by
SFAS 123,  the  Company's  net  earnings  and earnings per share would have been
adjusted to the pro forma amounts  indicated below.  Assumption  disclosures are
not applicable to 2003 as there was no stock-based compensation expense incurred
in 2003.

<TABLE>
<CAPTION>

                                                                                              Year ended October 31,
                                                                                ------------------------------------
                                                                                            2004              2003
--------------------------------------------------------------------------------------------------------------------
Net earnings
<S>                                                                                <C>               <C>
Net earnings - reported                                                            $     393,808     $     704,905
   Pro forma stock-based compensation                                                    (19,995)                -
--------------------------------------------------------------------------------------------------------------------
Net earnings - pro forma                                                           $     373,813     $     704,905
--------------------------------------------------------------------------------------------------------------------
Basic earnings per share - reported                                                $        0.09      $       0.17
Diluted earnings per share - reported                                              $        0.07      $       0.15
   Pro forma stock-based compensation                                                          -                 -
--------------------------------------------------------------------------------------------------------------------
Basic earnings per share - pro forma                                               $        0.09      $       0.17
Diluted earnings per share - pro forma                                             $        0.07      $       0.15
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NAVTECH, INC.                                                               F-13
<PAGE>


10.      EARNINGS PER SHARE

Basic and diluted earnings per share are calculated as follows:
<TABLE>
<CAPTION>

                                                                                              Year ended October 31,
                                                                                ------------------------------------
                                                                                            2004              2003
--------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                                <C>               <C>
   Net earnings (A)                                                                $     393,808     $     704,905
--------------------------------------------------------------------------------------------------------------------
Denominator:
   Denominator for basic earnings per share - weighted average
     number of common shares outstanding (B)                                           4,251,921         4,227,824
   Effect of dilutive securities:
     Employee stock options                                                            1,007,525           439,015
--------------------------------------------------------------------------------------------------------------------
   Denominator for diluted earnings per share - adjusted weighted
     average number of common shares outstanding  (C)                                  5,259,446         4,666,839
--------------------------------------------------------------------------------------------------------------------

Earnings per share - basic (A)/(B)                                                 $        0.09     $        0.17
--------------------------------------------------------------------------------------------------------------------
Earnings per share - diluted (A)/(C)                                               $        0.07     $        0.15
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Dilutive  securities  consist of employee  stock options and warrants.  Specific
employee   stock   options  and   warrants  are  excluded  if  their  effect  is
antidilutive.

11.      INCOME TAXES

The components of the recovery of income taxes are as follows:

<TABLE>
<CAPTION>
                                                                                             Year ended October 31,
                                                                                ------------------------------------
                                                                                            2004              2003
--------------------------------------------------------------------------------------------------------------------
Current:
<S>                                                                                <C>               <C>
   United States                                                                   $           -     $           -
   Canada                                                                                  1,663            44,311
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                           1,663            44,311
--------------------------------------------------------------------------------------------------------------------
Deferred:
   United States                                                                               -                 -
   Canada                                                                                189,528           267,724
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                         189,528           267,724
--------------------------------------------------------------------------------------------------------------------
                                                                                   $     191,191     $     312,035
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NAVTECH, INC.                                                               F-14
<PAGE>


The components of the net deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                                              Year ended October 31,
                                                                                ------------------------------------
                                                                                            2004              2003
--------------------------------------------------------------------------------------------------------------------
Deferred income tax assets:
<S>                                                                                <C>               <C>
   Net operating losses carried forward                                            $     305,000     $     391,000
   Unused income tax credits                                                             376,000           152,000
   Allowance for doubtful accounts                                                        31,000            40,000
   Deferred salaries and other compensation                                                    -            18,000
--------------------------------------------------------------------------------------------------------------------
                                                                                         712,000           601,000
--------------------------------------------------------------------------------------------------------------------
Deferred income tax liabilities
   Depreciation                                                                           19,000            41,000
--------------------------------------------------------------------------------------------------------------------
                                                                                          19,000            41,000
--------------------------------------------------------------------------------------------------------------------
Net deferred tax assets                                                                  693,000           560,000
Valuation allowance                                                                     (255,581)         (292,726)
--------------------------------------------------------------------------------------------------------------------
Deferred tax assets, net of valuation allowance                                    $     437,419     $     267,274
--------------------------------------------------------------------------------------------------------------------
</TABLE>


The  provision  for income  taxes  varies  from the  expected  provision  at the
statutory rates for the following reasons:

<TABLE>
<CAPTION>
                                                                                              Year ended October 31,
                                                                                ------------------------------------
                                                                                            2004              2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>               <C>
Combined basic statutory rate                                                                 40%               40%
--------------------------------------------------------------------------------------------------------------------
Provision for (recovery of) income taxes based on the basic statutory rate         $      81,000     $     156,000
Increase (decrease) in income taxes resulting from the following:
   Effects of differing statutory rates in other countries                                (7,000)          (13,000)
   Non-deductible expenses                                                                 7,000             6,000
   Recognition of tax credits and losses from current and prior years                   (269,000)         (159,000)
   Recognition of future tax assets from prior years                                           -          (267,274)
   Other                                                                                  (3,191)          (34,761)
--------------------------------------------------------------------------------------------------------------------
                                                                                   $    (191,191)    $    (312,035)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

NAVTECH, INC.                                                               F-15
<PAGE>


The Company and its  subsidiaries  have  income tax losses  available  for carry
forward that expire as follows:
<TABLE>
<CAPTION>

                                Canada                        United States               United
Expiry Year            Federal        Provincial         Federal          State           Kingdom
------------------ ---------------- ---------------- ---------------- --------------- ----------------
<C>                    <C>          <C>              <C>              <C>             <C>
2019                            -               -          213,000                 -               -
2020                            -               -          228,000                 -               -
2021                            -               -           24,000                 -               -
2023                            -               -          149,000            82,000               -
Indefinite                128,000         129,000                -                 -         186,000
------------------ ---------------- ---------------- ---------------- --------------- ----------------
                      $   128,000   $     129,000    $     614,000    $       82,000  $      186,000
------------------ ---------------- ---------------- ---------------- --------------- ----------------
</TABLE>

The Company  also has  $376,000 of tax credits  available  in Canada that expire
between 2009 and 2013.

12.  COMMITMENTS AND CONTINGENCIES

Commitments

The Company is committed  under  non-cancellable  operating  leases for business
premises and office equipment with terms expiring at various dates through 2007.
The future minimum amounts payable under the lease agreements are as follows:

---------------------------------------------------- -------------------
2005                                                    $       258,936
2006                                                            217,920
2007                                                             26,656
---------------------------------------------------- -------------------
                                                        $       503,512
---------------------------------------------------- -------------------

Rent expense for the fiscal  years ended  October 31, 2004 and 2003 was $240,101
and $219,470, respectively.

Contingencies

The Company is subject to various  legal  proceedings,  claims and  liabilities,
which  arise  in  the  ordinary  course  of its  business.  In  the  opinion  of
management,  the amount of any ultimate  liability with respect to these actions
will not have a material adverse effect on the Company's consolidated results of
operations, cash flow or financial position.

13.  FINANCIAL INSTRUMENTS

Financial  instruments  are  comprised of cash,  accounts  receivable,  accounts
payable and accrued liabilities.

Operating line of credit

In June 2004,  the  Company  renewed a banking  facility  with the Royal Bank of
Canada for an operating line of credit of approximately  $500,000.  There was no
balance outstanding on the facility at October 31, 2004. The facility is secured
by the assets of Navtech-Canada and is due for annual renewal in February 2005.

Fair value of financial instruments

At  October  31,  2004  and  2003,  the  estimated  fair  value of cash and cash
equivalents,  accounts receivable,  accounts payable and accrued liabilities was
equal to the book value given the short-term maturity of the items.

Foreign exchange risk

Foreign  exchange risk is the risk that exchange rates will affect the Company's
operating  results.  The  Company is exposed  to foreign  exchange  risk in that
approximately  82% of the  Company's  sales  contracts  are  denominated  in the
reporting  currency  (US  dollar)  while  approximately  73%  of  the  Company's
expenditures  are denominated in currencies  other than the reporting  currency.
The Company is exposed to foreign  exchange  risk with respect to net


NAVTECH, INC.                                                               F-16

<PAGE>



financial liabilities totaling approximately  $295,000 (2003 - $453,000),  which
are denominated in currencies other than the reporting currency.

Credit risk

The Company is exposed to credit risk through cash and accounts receivable.  The
Company holds its cash positions with well-established  financial  institutions.
Accounts  receivable  credit risk is mitigated by the fact that the Company is a
supplier  of  essential  services  to its  customers  and  through its policy of
invoicing  for  services  one month in  advance.  Through  close  monitoring  of
accounts  receivable  on a regular  basis,  the  Company  limits  the  potential
exposure.  Bad debt  expense for the year ended  October  31,  2004  amounted to
$91,457 on revenues of $7,900,615 (2003 - $74,275 on revenues of $6,933,555).

14.      SEGMENTED INFORMATION

The following tables show total revenue and capital assets on a geographic basis
for fiscal 2004 and 2003 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                      Total Revenue           Percentage of Total Revenue
                                              -------------------------------------------------------------
                                                   2004           2003            2004           2003
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States, Mexico, South America and         $   5,476      $   4,999            69%             72%
Other
Canada                                               1,075            914            14              13
Europe, Africa, Middle East and Asia Pacific         1,350          1,021            17              15
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $   7,901      $   6,934           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------

                                                      Capital Assets         Percentage of Capital Assets
                                              -------------------------------------------------------------
                                                   2004           2003            2004           2003
---------------------------------------------- -------------- -------------- --------------- --------------
United States                                    $      84      $     103            15%             19%
Canada                                                 434            394            79              74
Europe                                                  30             35             6               7
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $     548      $     532           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>


15.  DUE FROM RELATED PARTIES

Global Weather Dynamics, Inc. ("GWDI")

GWDI is a company  we  believe  to be a related  party to Navtech as a result of
holdings in GWDI by one of our  shareholders.  There were no  transactions  with
GWDI during the year ended  October 31, 2004. At the beginning of fiscal 2003, a
balance of $212,000 was  receivable  from GWDI,  which was fully provided for in
fiscal 2002. The Company received $160,000 from GWDI in March 2003.



NAVTECH, INC.                                                               F-17


<PAGE>

SIGNATURES
----------

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

Dated: December 16, 2004                       NAVTECH, INC.


                                               By:
                                                  -----------------------------
                                                  David Strucke,
                                                  Chief Executive Officer


     In accordance  with the  Securities  Exchange Act of 1934,  this report has
been signed below by the following  persons on behalf of the  registrant  and in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signatures                 Capacity                                    Date
         ----------                 --------                                    ----


<S>                                 <C>                                         <C>
________________________            President, Chief Executive Officer,         December 16, 2004
David Strucke                       Secretary, and Director
                                    (Principal Executive Officer)

________________________            Chief Financial Officer                     December 16, 2004
Gordon Heard                        (Principal Financial Officer and
                                    Principal Accounting Officer)


________________________            Director                                    December 16, 2004
Thomas D. Beynon


________________________            Director                                    December 16, 2004
Michael Jakobowski


________________________            Director                                    December 16, 2004
Michael Ueltzen
</TABLE>

NAVTECH, INC.                                                            Page 37
2003 10-KSB
<PAGE>