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

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                                   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, 2003

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

                  For the Transition Period From _____ to ____


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                         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 102, 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. [X]

State issuer's revenues for its most recent fiscal year: $ 6,933,555

The  aggregate  market value of the common stock held by  non-affiliates,  based
upon the closing price of such stock as of December 31, 2003, was $772,540

      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 December 31,
2003 was 4,234,488 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, 2003

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 and Related Stockholder Matters...........................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


Part III
     Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act..................................26
     Item 10. Executive Compensation.............................................................28
     Item 11. Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters....................................................30
     Item 12. Certain Relationships and Related Transactions.....................................32


Part IV
     Item 13. Exhibits, List and Reports on Form 8-K ............................................33



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

SIGNATURES.......................................................................................35

</TABLE>


NAVTECH, INC.                                                             Page 2
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<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 102,  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.

It is our  objective  to become the leading  supplier of  integrated  operations
management systems to the mid-sized airlines of the world. The mid-sized carrier
segment (5 to 120 aircraft)  represents  approximately  600 carriers  worldwide.
These  carriers  require  the  same  sophisticated  systems  used by the  larger
carriers but are  unlikely to have the ability or resources to support  internal
development.

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 are focused on an often ignored segment of our
industry - the mid-sized carrier segment. Our North American customer base is an
enviable  grouping of some of the most  successful  mid-sized  airlines in North
America,  and we have made  significant  gains in market  share in the  European
marketplace  over  the last  two  years.  Finally,  we have a  reputation  as an
entrepreneurial organization capable of partnering and

NAVTECH, INC.                                                             Page 3
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<PAGE>

meeting the  ever-changing  needs of our customers to allow them to  effectively
compete in their marketplace.

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,  fuel,  insurance and most
     recently, security;
o    Rationalization  of routes by the major network carriers in response to the
     general economic conditions and the increased success of 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  impact of $2 billion  annually that
     results from an inefficient air traffic management system.

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.

Towards the end of our fiscal year,  airline  passenger traffic started to shows
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 started to recover worldwide,  in many regions such
as North America and Europe ticket prices and yields  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 Canadian flag carrier,  Air Canada,  all sought  bankruptcy
protection as a mechanism to shed debt and restructure costs in order to compete
in the new airline environment.

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 market over the last 12 months.
These  factors have combined to lead to an  intensification  among vendors which
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.

Strategy

Our objective is to be a premiere provider of a complete  integrated  operations
management  system to the  mid-sized  airlines  in the world.  To  achieve  this
objective,  our  strategy  consists  of a  concentrated  effort  to build on our
premiere  dispatch  and crew  scheduling  product  line,  acquire  the  aircraft
maintenance  and  ground  operations   components  for  our  overall  integrated
operations management system, and enter into

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

strategic  partnerships to fill out the remainder of specialty applications that
a given client may require as part of its product suite.

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 and Customer Operations

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 . DispatchPro  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  available  through  either an
     application  service  provider  (ASP)  agreement,  where  Navtech hosts the
     system and  provides  access,  or through  the  purchase  of a license  and
     installation  at a customer site. It is currently used by customers in both
     North America and Europe.  The first version of DispatchProTM  was released
     in March 1998 as AURORA and has since undergone  additional  development to
     enrich much of its functionality.

o    WebFPTM.  Released in July 2001, 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.  This  product  is offered
     through an ASP agreement.

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,  flight following,  crew roster construction and
     daily crewing. This service is targeted at small and start up carriers that
     may not be able to afford  in-house  dispatch and crew  management 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 and CLASSBidTM.  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   crewmembers  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 including ATA Airlines and Maersk Air. 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.   Navtech  is  currently   undertaking  the
     integration  of this  product  into our suite and has already made sales of
     this product to existing Navtech customers.

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.

Customers

Our primary focus is the mid-sized carrier market, which is defined as operators
of modern  aircraft with fleet sizes between 5 and 120 aircraft.  These carriers
increasingly have the same functional  requirements as large carriers but do not
have the  information  technology  resources to develop and maintain  systems to
fulfill their needs.  These  operators also have shorter sales cycles,  are less
likely to be part of an airline  alliance,  and are  generally  more  willing to
switch vendors.

Our primary geographical markets are North America and Europe; these segments of
the airline market are more progressive with respect to information  technology,
outsourcing  and cost  reduction.  Prior to the end

NAVTECH, INC.                                                             Page 6
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<PAGE>

of the fiscal  year,  Navtech  retained  the  services of an  experienced  sales
professional with many years of direct experience in the Asia Pacific region. We
intend over the coming fiscal year to take our successful  product-support model
to this new market.

We currently have a broad customer base of over 120 airlines worldwide. In North
America we have 80 customers  using our products and services,  including 33% of
all long-haul carriers using our core dispatch systems.  Our European market has
been  one of  development  over the last two  years  and we have  recently  made
installations of our core DispatchProTM  system at Air Atlanta Icelandic and TNT
Airways.  This  represents an expansion of our European  DispatchProTM  business
from our European  launch  customer,  Virgin Express,  and the Frankfurt  Flight
Control  office of Delta  AirlinesTM.  In Asia  Pacific,  our initial  reference
customer is currently  testing our products and  services.  At the end of fiscal
2003, we had 32 airlines  based in Europe,  Africa and the Middle East using our
products and  services.  No customer was in excess of 10% of our total  revenues
for the last fiscal year.

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  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 four 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).
o    Smaller  independent  companies  with  annual  revenue  of less than  US$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 and RM Rocade.

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  (i.e.  onboard  systems,  moving  map
technology,  ground  to  air  communications,   air  traffic  management  system
improvements)  but also the service  delivery  (i.e.  outsourcing of air traffic
management  responsibilities).  We believe that these companies will continue to
be at the forefront of the industry consolidation.

In fiscal 2003, the following three significant developments occurred:

o    the acquisition of the assets of Mercury Scheduling by Ad Opt Technologies;
o    the   acquisition  of  the  former  British   Airways  AERAD   aeronautical
     information group from Thales by SAS Flight Support; and
o    the consolidation of LIDO, formerly an independent subsidiary of Lufthansa,
     into the existing Lufthansa Systems to reduce overhead and be able to offer
     a more complete airline solution.

Marketing and Distribution

We employ a direct  sales  force to market our  products  and  services in North
America  and Europe  through  offices in Canada and the United  Kingdom  and the
retention of sales professionals in 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.  Throughout fiscal 2003 we developed this
team  through  the  addition of three  direct  sales  professionals  and one new
account  manager in order to enhance  our  ability to  distribute  new  products
currently in  development  as well as to expand our customer  base into the Asia
Pacific region.  As the nature of our sales  transactions are typically  smaller
recurring  revenue  business,  the number of potential  customers small, and the
markets that we are  currently  accessing  modern  industrial  nations,  we have
chosen to use direct sales as our only means of distribution. This decision will
need to be revisited  periodically  and the  appropriate  distribution  partners
secured if appropriate.


NAVTECH, INC.                                                             Page 7
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<PAGE>

Product Development

Most of our  software  products  are  developed  internally.  We  also  purchase
technology and license  intellectual  property rights.  Beginning in fiscal 2003
and continuing  during fiscal 2004, we will be 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.  During 2003 we started  emphasizing a product management function that
coordinates  requirements  and manages the  life-cycle  and  positioning  of our
products.

During  fiscal 2003 and 2002,  we spent  approximately  $455,000  and  $299,000,
respectively,  on product  research and  development  activities.  These amounts
represented approximately 10% and 4%, 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, 2003,  we had a total of 92 employees  (of which 86 were full
time employees) including the following:

o    5 in sales and marketing,
o    7 in account management,
o    30 in customer support, data services and flight planning services
o    12 in professional services (quality assurance,  IT system  administration,
     installation management, testing and documentation),
o    30 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 206, 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 March 2004.

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  $17,700  Canadian
(approximately $13,300 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. The premises are  currently  leased month to month with a six-month
notice   provision  for  the  tenant  or  landlord.   This  office   encompasses
approximately  1,900  square  feet of space and is used for  flight  operations,
customer support, sales and administration.  The current monthly rent expense is
approximately (pound)3,000 Pounds (approximately $5,100 US).

Our total rent expense was approximately $220,000 for the year ended October 31,
2003. We believe that the facilities are adequate for our current needs and that
suitable additional space will be available as required.



NAVTECH, INC.                                                             Page 9
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<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

On September  13, 1999,  we received a demand from the attorneys for the Chapter
11 Creditors Committee for Southern Air Transport, Inc. for alleged preferential
payments of $88,850.09  made to  Navtech-Canada  within 90 days of the filing of
the bankruptcy  petition by Southern Air in the United States  Bankruptcy  Court
for the  Southern  District  of Ohio on  October  1,  1998.  The  claim  against
Navtech-Canada was dismissed during 2003.

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, 2003.


NAVTECH, INC.                                                            Page 11
2003 10-KSB


<PAGE>


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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, 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
------------------------------------- -------------------- ---------------------


------------------------------------- -------------------- ---------------------
Year Ended October 31, 2002
     Fourth Quarter                     $    0.45             $    0.20
     Third Quarter                           0.30                  0.15
     Second Quarter                          0.35                  0.15
     First Quarter                           0.16                  0.15
------------------------------------- -------------------- ---------------------


Shareholders

Our transfer agent has advised that the approximate number of record holders of
common stock at November 30, 2003 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,
2003.


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 2003
and 2002 (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,
                                             ------------------------------ ------------------------------
                                                  2003          2002           2003            2002
--------------------------------------------- ------------- --------------  -------------- ---------------
REVENUE
<S>                                             <C>           <C>                  <C>            <C>
     Service fees                               $   6,871     $   6,038            99%            96%
     Software license fees                             63           226             1              4
--------------------------------------------- ------------- --------------  -------------- ---------------
     Total revenue                                  6,934         6,265           100            100
--------------------------------------------- ------------- --------------  -------------- ---------------

COSTS AND EXPENSES
     Cost of services                               3,892         3,387            56             54
     Cost of software license fees                      2            49             -              1
     Research and development                         455           299             7              5
     Selling and marketing                          1,035           643            15             10
     General and administrative                     1,207         1,190            17             19
     Provision  for (recovery of) bad debt -
         related parties                             (160)          101            (2)             -
     Foreign exchange loss                             68            19             1              -
     Amortization of goodwill                           -            11             -              -
     Goodwill impairment charge                         -            87             -              1
--------------------------------------------- ------------- --------------  -------------- ---------------
     Total costs and expenses                       6,499         5,786            94             90
--------------------------------------------- ------------- --------------  -------------- ---------------
Income from operations                                434           479             6             10
--------------------------------------------- ------------- --------------  -------------- ---------------
Other income (expense)
     Interest expense                                 (63)         (107)           (1)            (2)
     Interest revenue                                  22             4             -              -
--------------------------------------------- ------------- --------------  -------------- ---------------
                                                      (42)         (103)           (1)            (2)
--------------------------------------------- ------------- --------------  -------------- ---------------
Income before income taxes                            393           376             6              8
Recovery of income taxes                              312            34            (5)             -
--------------------------------------------- ------------- --------------  -------------- ---------------
Net earnings (loss)                                   705           409            10%             8%
--------------------------------------------- ------------- --------------  -------------- ---------------
Net earnings per share
     Basic                                      $     0.17    $     0.09
--------------------------------------------- ------------- --------------
     Diluted                                    $     0.15    $     0.09
--------------------------------------------- ------------- --------------
</TABLE>

Overview

In 2003,  we had net  earnings  of  approximately  $705,000,  total  revenues of
approximately  $6,934,000 and income from operations of approximately  $434,000.
This is in  comparison  to fiscal 2002 net earnings of  approximately  $409,000,
total  revenues  of  approximately  $6,265,000  and income  from  operations  of
approximately $478,000. The increase in net earnings in 2003 were due to various
factors as detailed below:

o    Increase in total revenues of approximately 11%
o    Approximately  $3.9  million  in  cost of  services,  increased  from  2002
     corresponding with higher revenues
o    Increased   expenditures  in  research  and  development  and  selling  and
     marketing as market conditions improved
o    Recovery  of  approximately  $160,000  provision  for bad debt on an amount
     receivable from Global Weather Dynamics, Inc., a related party
o    Decrease of approximately $60,000 in net interest expense
o    Recognition of approximately $266,000 in future tax benefits from available
     tax losses and credits in Canada.

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

We record 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  if no
significant  obligations remain deliverable to the customer,  the sales contract
fee is fixed or determinable,  amounts are due within one year and collection is
probable, and when customer acceptance has occurred.  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 us that
are  directly  related  to  license  sales are  deferred  until such time as the
related revenues are recognized.

Systems  consulting and  implementation  fees are  recognized  upon rendering of
services.  Custom  programming,  communications and database income, and service
bureau and support  revenue are  recognized  ratably  over  applicable  contract
periods or as  services  are  performed.  Amounts  billed but not yet earned and
payments  received prior to the earnings of the revenue are recorded as deferred
revenue.

NAVTECH, INC.                                                            Page 14
2003 10-KSB


<PAGE>


Recently Issued Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142,  "Goodwill and Other Intangible  Assets" ("FAS 141" and "FAS 142"). FAS
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated after June 30, 2001. FAS 141 also specifies the criteria
by which intangible assets acquired in a purchase method business combination be
recognized and reported separately from goodwill. FAS 142 requires that goodwill
and intangible assets with indefinite  useful lives no longer be amortized,  but
instead be tested for impairment at least  annually.  FAS 142 also requires that
intangible  assets with definite useful lives be amortized over their respective
estimated  useful lives, and reviewed for impairment in accordance with SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets".

We  adopted  the  provisions  of FAS  141  effective  July 1,  2001  and FAS 142
effective  November  1, 2002.  There were no  intangible  assets  recorded as of
November 1, 2002.  Consequently,  the adoption of FAS 142 had no material impact
on the financial statements for the year ended October 31, 2003.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("FAS 144")  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  of" ("FAS 121").  FAS 144 also  supersedes  certain  aspects of the
Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment,  and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions," as related to the
reporting  of the  effects of a disposal  of a segment  of a  business.  FAS 144
requires  expected future  operating losses from  discontinued  operations to be
displayed in  discontinued  operations in the period  incurred rather than as of
the measurement date as required by APB 30. Additionally,  more dispositions may
qualify  as  discontinued  operations.  We  adopted  the  provisions  of FAS 144
effective  November  1, 2002.  FAS 144 had no material  impact on the  financial
statements for the period ended October 31, 2003.

In  December  2002,  the FASB  issued FIN No. 45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others" ("FIN 45").  FIN 45 requires  that,  upon issuance of a
guarantee,  the  guarantor  must disclose and recognize a liability for the fair
value of the obligation it assumes under that guarantee. The initial recognition
and  measurement  requirement  of FIN 45 is effective for  guarantees  issued or
modified  after  December 31, 2002. As of October 31, 2003, we had not issued or
modified any guarantees after December 31, 2002. The disclosure  requirements of
FIN 45 are effective for interim and annual  periods  ending after  December 15,
2002.  Our  guarantees  issued before  December 31, 2002,  which would have been
disclosed in accordance  with the  disclosure  requirements  of FIN 45, were not
material.

Prior  to  fiscal  2003,  as  permitted  under  SFAS  No.  123  "Accounting  for
Stock-based  Compensation"  (SFAS 123),  we applied APB No. 25  "Accounting  for
Stock Issued to Employees" (APB 25), and related  interpretations  in accounting
for our  stock-based  compensation  plans.  SFAS 123 required  disclosure of pro
forma  amounts to reflect  the  impact if we had  elected to adopt the  optional
recognition provisions of SFAS 123 for our stock option plans.

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. We have adopted the provisions of SFAS 148 effective  November 1, 2002. We
have  determined  that  SFAS 148 will  have no  material  impact  on our  future
financial statements.

We have  elected to continue to follow the  intrinsic  value method of APB 25 in
accounting for  stock-based  compensation.  Disclosure of the relevant pro forma
amounts is included in Note 11 to the consolidated financial statements.


NAVTECH, INC.                                                            Page 15
2003 10-KSB


<PAGE>


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  increased  approximately  $668,000,  or  approximately  11%, from
approximately  $6.3 million in 2002 to approximately  $6.9 million in 2003. This
increase is due primarily to:

o    the addition of new customers representing approximately $945,000
o    increases  in revenue from  existing  customers  for  existing  services of
     approximately $490,000
o    the   addition  of  new   services  at  existing   customers   representing
     approximately $75,000.

These increases were partially offset by :

o    decreases  in revenue  from  existing  customers  as a result of changes in
     their business requirements of approximately $405,000
o    customer  bankruptcies or cessation of lines of business in fiscal 2002 and
     2003 representing approximately $205,000
o    the cancellation of customer contracts representing approximately $135,000
o    a decrease in one-time software license and custom  development  revenue of
     approximately $100,000.

Service fees

Revenue  from service  fees was  approximately  $6.9 million in 2003 as compared
with  approximately  $6.0 million in 2002, an increase of approximately  14%, or
approximately $833,000. This increase is due primarily to:

o    the  addition  of new  customers  or new  services  to  existing  customers
     representing a revenue increase of approximately $1,020,000
o    an increase in one-time custom development revenue of approximately $70,000
o    a net increase in revenue from existing  customers for existing services of
     approximately $85,000.

Customer   bankruptcies   or  losses  resulted  in  a  decrease  in  revenue  of
approximately $340,000.

Software license fees

Revenue from software license fees was approximately $63,000 in 2003 as compared
with   approximately   $226,000  in  2002.   Software   licensing  efforts  were
significantly  reduced in previous  fiscal  years as we moved  completely  to an
application service provider (ASP) 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, and South America.

The  following  table shows total  revenues on a customer  geographic  basis for
fiscal 2003 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                      Total Revenue           Percentage of Total Revenue
                                              ------------------------------ ------------------------------
                                                   2003           2002            2003           2002
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States, Mexico, South America
      and other                                  $   4,999      $   4,836            72%             77%
Canada                                                 914            662            13              11
Europe, Africa and Middle East                       1,021            767            15              12
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $   6,934      $   6,265           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>

NAVTECH, INC.                                                            Page 16
2003 10-KSB

Costs and Expenses

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 2003 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                       2003                2002          Percentage Change
------------------------------------------------ ------------------ ------------------- -------------------
<S>                                                   <C>                <C>                         <C>
Salaries and benefits                                 $      2,459       $      1,999                23%
Communication costs                                            655                701                (7)
Rent                                                           219                229                (4)
Computer leases and maintenance                                 34                 48               (29)
Royalties                                                       92                111               (18)
Depreciation                                                   130                129                 -
Other                                                          303                170                78
------------------------------------------------ ------------------ ------------------- -------------------
                                                      $      3,892       $      3,387                15%
------------------------------------------------ ------------------ ------------------- -------------------
</TABLE>

The cost of  services  was  approximately  $3.9  million in 2003  compared  with
approximately  $3.4 million in 2002, an increase of approximately  $505,000,  or
approximately  15%.  The major  component  of this  increase was the increase in
salaries and benefits of approximately $460,000.

With improved market conditions, investments in personnel started to increase in
the third and fourth quarter of fiscal 2002 and continued through fiscal 2003. A
significant  proportion of hiring was focused in the areas of quality  assurance
and systems  administration  in order to maintain  the high level of quality our
customers  have come to expect.  In addition,  higher costs were a result of the
greater  US  dollar  impact  of  Canadian   salaries  as  the  Canadian   dollar
strengthened in comparison to the US dollar.

Communications  costs  decreased  from 2002 due to work  during  fiscal  2002 to
eliminate duplicate network communications services and negotiate a new contract
with our largest communications provider.

Other expenses include the purchase of hardware resold to customers.

Cost of software license fees

Cost of  software  license  fees was  approximately  $2,000 in 2003 as  compared
approximately  $49,000 in 2002.  The lower cost of  software  license  fees is a
direct result of the lower software license  revenues.  Cost of software license
fees consist primarily of installation time and related travel expenses.

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.  Since  there was no taxable  income in
Canada in 2003 or 2002 after the application of losses from prior years, Federal
investment tax credits are available to reduce future income taxes for ten years
from the year of the claim.

NAVTECH, INC.                                                            Page 17
2003 10-KSB

<PAGE>


Research and development expenses increased from approximately  $299,000 in 2002
to  approximately  $455,000 in 2003,  representing an increase of  approximately
$156,000,  or approximately  52%. Our increased  profitability  has improved our
ability  to  return  to a  focus  on new  development  aimed  at  improving  the
competitiveness  of our products.  We anticipate  research and development  will
continue to be an area of focus in 2004.

Selling and Marketing Expenses

The following table shows the major components of selling and marketing expenses
for fiscal 2003 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                      2003              2002        Percentage Change
------------------------------ ------------------- ---------------- -------------------
<S>                                 <C>                 <C>                   <C>
Salaries and benefits               $     781           $     526             49%
Marketing and trade shows                  63                  34             86
Other                                      37                   -              -
Travel                                    153                  83             85

------------------------------ ------------------- ---------------- -------------------
                                    $   1,035           $     643             61%
------------------------------ ------------------- ---------------- -------------------
</TABLE>

Selling  and  marketing  expenses  increased  by  approximately   $392,000,   or
approximately 61%, from approximately $0.6 million in 2002 to approximately $1.0
million in 2003. This increase can be attributed primarily to:

o    an increase in salaries and benefits of approximately  $255,000 as a result
     of an  increase in the size of our sales and account  management  team,  as
     well as the greater US dollar  impact of Canadian  salaries as the Canadian
     dollar strengthened in comparison to the US dollar
o    an  increase  in  marketing  and trade show  expenditure  of  approximately
     $34,000 as a result of our increased  involvement  in these types of events
     as market conditions improved
o    an increase  in travel  expenses of  approximately  $70,000  related to the
     increase in the size and activity of the sales and account management team.

As the airline industry and the general economy  continue to improve,  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 in 2004.

General and Administrative Expenses

The following  table shows the major  components  of general and  administrative
expenses for fiscal 2003 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                        2003              2002        Percentage
                                                                                        Change
------------------------------------------------ ------------------- --------------- --------------
<S>                                                   <C>                 <C>                 <C>
Professional and consulting                           $   157             $   157             0%
Salaries and benefits                                     473                 566           (16)
Insurance                                                 200                 152            32
Travel                                                     49                  51            (4)
Provision for bad debts                                    74                  71             5
Depreciation                                               37                  22            68
Other                                                     216                 171            26
------------------------------------------------ ------------------- --------------- --------------
                                                      $ 1,207             $ 1,190             2%
------------------------------------------------ ------------------- --------------- --------------
</TABLE>

General and  administrative  expenses were  approximately $1.2 million in fiscal
2003 and 2002.

Increases in insurance costs for directors and officers liability and errors and
omissions polices were offset by lower costs for executive  personnel.  Salaries
and  benefits in fiscal 2002  included  approximately  $69,000  paid to a former
executive as severance.

NAVTECH, INC.                                                            Page 18
2003 10-KSB
<PAGE>


Provision for (recovery of) bad debt - related parties

At the beginning of fiscal 2002, a balance of $212,284 was receivable  from GWDI
of which $111,113 had been provided for in fiscal 2001.  During fiscal 2002, our
ability to collect this  receivable  had become  doubtful and the  provision was
increased by $101,171 to reduce the net receivable to nil. We received  $160,000
from GWDI in March 2003. The  collectability  of the remaining $52,000 due to us
remains  uncertain  and is fully  provided  for.  We are  continuing  to  pursue
collection of this amount.

Amortization of Goodwill

There is no  amortization of goodwill in fiscal 2003 due to the write-off of all
remaining goodwill amounts in fiscal 2002.

Goodwill Impairment Charge

In the fourth quarter of 2002, we decided to write-off the remaining unamortized
goodwill balance of $87,243 relating to the 1999 acquisition of Navtech-UK.  The
decision  to  recognize  an  impairment  loss was made in light of  Navtech-UK's
inability  to generate a profit  after the  acquisition,  mounting  intercompany
balances  and the  length  of  time  estimated  for us to  recover  the  initial
investment.  After  analyzing  estimated  cash  flows in  future  years,  it was
determined  that,  in all  likelihood,  we will be able to recover  the  amounts
invested  in  Navtech-UK  in  approximately  three  years.  However,  due to the
uncertainty of market conditions and business performance beyond that period, we
arrived at the decision to write-off the remaining  goodwill.  We determined the
amount of the impairment charge based on discounted net cash flows.

Other Income (Expense)

Interest Expense

Interest expeFnse decreased approximately $44,000, or approximately 41%, from
approximately $107,000 in 2002 to approximately $63,000 in 2003. This decrease
is primarily attributable to the termination of receivables factoring during
fiscal 2002 and the decreased interest payments on loans as they neared
maturity.

Recovery of Income Taxes

Recovery of income taxes  increased  approximately  $278,000,  or  approximately
817%, from approximately $34,000 in 2002 to approximately  $312,000 in 2003. 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 these benefits is a result of our
currently having a reasonable expectation of future profitability in Canada. The
recovery in 2002 was achieved  through the application of the losses incurred in
2001 to taxable  income in 1999 and the  recovery of  refundable  tax credits in
2000. These losses were not applied until 2002.

No  provision  for  income  taxes was made in 2003  since  income  was earned in
jurisdictions  where there are sufficient  losses available for carry forward to
eliminate any taxable income.

Net Earnings

The  financial  statements  reflect net earnings of  approximately  $705,000 for
fiscal 2003, as compared to approximately $409,000 for fiscal 2002.

A net  increase in our  revenue of  approximately  $668,000  was offset by a net
increase in costs and expenses (including  interest) of approximately  $651,000,
resulting in a net  increase in earnings  before  income taxes of  approximately
$17,000.  Combined with this increase was the recovery of approximately $312,000
of income  taxes in 2003  compared to the recovery of  approximately  $34,000 in
2002.

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


LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2003, we had available cash of $138,785 and a working  capital
deficiency  of $110,564,  compared to  available  cash of $207,610 and a working
capital deficiency of $464,083 as of October 31, 2002. It is anticipated that we
will be able to eliminate our working  capital  deficiency  from  operating cash
flow during fiscal year 2004.


Cash flows from  operating  activities  amounted  to a net inflow of $548,258 in
fiscal 2003 as compared to a net inflow of $698,020 in fiscal  2002.  The inflow
in fiscal 2003 was  primarily due to the net earnings,  and the  adjustment  for
depreciation  and  the  provision  for  uncollectable  accounts,  offset  by the
increase in net operating assets of approximately $240,000.

Cash flows from investing  activities amounted to a net cash outflow of $187,270
in fiscal 2003 as compared to a net cash outflow of $80,098 in fiscal 2002.  The
fiscal  2003 net cash  outflow  was wholly a result of the  purchase  of capital
assets.

Cash flows from  financing  activities  amounted to a net outflow of $141,929 in
fiscal 2003 as compared to a net outflow of $444,866 in fiscal 2002. Fiscal 2003
net outflow was a result of the principal  repayments of approximately  $144,000
against bank and other loans,  offset by  approximately  $2,000  inflow from the
issuance of common shares as a result of the exercise of employee stock options.

Net  earnings  of  approximately  $705,000  during  fiscal  2003  resulted  in a
Stockholders' Equity of approximately  $608,000 at the end of the fiscal year as
compared to a deficiency of approximately $78,000 at the end of fiscal 2002.

On May 12, 2003, we signed a new banking facility with the Royal Bank of Canada
for an operating line of credit of approximately $227,000. There was no balance
outstanding on the facility at October 31, 2003. The facility is secured by an
assignment of Navtech-Canada's trade accounts receivable and the current
agreement expires April 30, 2004.

As of October 31, 2003, 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

Not applicable

OTHER CONSIDERATIONS

Uncertainty of Future Operating Results; Effects of September 11, 2001 Events

While our operating  results were positive during fiscal 2003,  future operating
results may vary  significantly  due to the  volatility of our  industry.  After
September  11,  2001,  the airline  industry has been subject to much change and
several large carriers have filed for bankruptcy.  The continued  impact of this
tragic event 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 operating in such politically volatile regions,  thus
mitigating this risk.


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


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  functional
currency,  a  significant  proportion  of our  operations  are located in either
Canada or Europe giving rise to significant  operating  expenses  denominated in
currencies  other than the  functional  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 its intellectual property rights.
While we realize that our competitive position may be affected by our ability to
legally  protect its software,  we believe the impact of this protection is less
significant  to its  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  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.

Volatility of Share Prices

The market  price for our common  shares has been and may continue to be subject
to wide  fluctuations  in response to operating  results,  announcements  of new
products or contracts and market conditions in the industry,  as well as general
economic  conditions,  among other  factors.  In  addition,  stock  markets have
experienced  volatility in recent months and this volatility may harm the market
price of our common shares.


NAVTECH, INC.                                                            Page 21
2003 10-KSB
<PAGE>


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 13 hereof.

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


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

Not applicable.


NAVTECH, INC.                                                            Page 24
2003 10-KSB
<PAGE>


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,
2003 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 fourth quarter of the fiscal year ended
October  31,  2003 that has  materially  affected,  or is  reasonably  likely to
materially effect, our internal control over financial reporting.

NAVTECH, INC.                                                            Page 25
2003 10-KSB

<PAGE>


PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

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                35        President,  Chief  Executive  Officer,  Secretary  and
                                       Director
---------------------------- --------- -------------------------------------------------------
Gordon Heard                 35        Chief Financial Officer
---------------------------- --------- -------------------------------------------------------
Derek Dawson                 34        Vice President - Sales and Business Development
---------------------------- --------- -------------------------------------------------------
Lee Fryer-Davis              31        Vice President - Software Development
---------------------------- --------- -------------------------------------------------------
Bill Scott                   47        Vice President - Operations
---------------------------- --------- -------------------------------------------------------
Thomas D. Beynon             62        Director
---------------------------- --------- -------------------------------------------------------
Michael Jakobowski           43        Director
---------------------------- --------- -------------------------------------------------------
Michael Ueltzen              58        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.

NAVTECH, INC.                                                            Page 26
2003 10-KSB

<PAGE>


     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. 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.

     Bill  Scott  has  served as our Vice  President-Operations  since May 2002.
Prior to joining Navtech,  Mr. Scott was with CheckFree  i-Solutions as the Vice
President  of  Product  Management,  Training  and  Support  at  their  software
development  site in Waterloo.  Mr. Scott  started his career with NCR Corp.  in
1979 in sales.  He  subsequently  held  positions  in product  marketing  and in
Product  Management.  He joined  Christie  Digital  Systems  (formally  known as
Electrohome Ltd.) in 1997 as Director of Marketing,  where his  responsibilities
included managing the Support and Product  Management teams. Mr. Scott graduated
from  Wilfrid  Laurier  University  in  Honours  Business  (1979),  majoring  in
Industrial Marketing.

     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  served as President of Global  Weather  Dynamics,  Inc
until December  2001. 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.

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, 2003, all Section 16(a) filing requirements  applicable to the
officers, directors and 10% stockholders were complied with.

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 this Annual Report on Form 10-KSB. We intend to
disclose  any  amendments  to or waivers of our Code of Ethics on our  corporate
website www.navtechinc.com.

NAVTECH, INC.                                                            Page 27
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, 2003
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,                 2003     $    118,675       $ 23,734          -0-                 -0-
 Chief                         2002     $     94,319       $ 19,062          -0-               100,000
 Executive Officer             2001     $      87,086         -0-            -0-                 -0-
---------------------------- ---------- ---------------- ------------- ------------------ -------------------
Derek Dawson, Vice             2003     $    112,122         -0-             -0-                 -0-
 President - Sales and         2002     $    104,234         -0-             -0-                 -0-
 Business Development          2001     $     98,715         -0-             -0-                 -0-
============================ ========== ================ ============= ================== ===================
</TABLE>


Option Tables

               OPTION GRANTS IN FISCAL YEAR ENDED OCTOBER 31, 2003
<TABLE>
<CAPTION>
======================================================================================================================
                           Shares of Common Stock     Percent of Total Options
                             Underlying Options       Granted to Employees in         Exercise
         Name                  Granted                     Fiscal Year             Price/Share      Expiration Date
----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                         <C>                     <C>                 <C>
David Strucke                     -0-                           -                       -                  -
----------------------------------------------------------------------------------------------------------------------
Derek Dawson                      -0-                           -                       -                  -
======================================================================================================================
</TABLE>


AGGREGATED  OPTION  EXERCISES  IN FISCAL YEAR ENDED  OCTOBER 31, 2003 AND FISCAL
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
================================== ================================= ==================================
                                        Number of Unexercised              Value of Unexercised
                                              Options at                   In-the-Money Options
                                           October 31, 2003                 at October 31, 2003
---------------------------------- --------------------------------- ----------------------------------
Name                                  Exercisable/Unexercisable          Exercisable/Unexercisable
---------------------------------- --------------------------------- ----------------------------------
<S>                                          <C>      <C>                       <C>      <C>
David Strucke                                150,000/-0-                        $30,938/-0-
---------------------------------- --------------------------------- ----------------------------------
Derek Dawson                                  50,000/-0-                        $5,938/-0-
================================== ================================= ==================================
</TABLE>

No options were exercised by either Messrs.  Strucke or Dawson during the fiscal
year ended October 31, 2003.

NAVTECH, INC.                                                            Page 28
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, 2003 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.


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

None.

NAVTECH, INC.                                                            Page 29
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 December 31,
2003 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)                    21.7%
7200 Wisconsin Avenue, Suite 601
Bethesda, Maryland
----------------------------------------- ------------------------------ -------------------------
Alain Mallart                             658,700 (2)                    15.6%
38 avenue des Klauwaerts
1050 Brussels, Belgium
----------------------------------------- ------------------------------ -------------------------
Dorothy A. English                        465,000 (3)                    10.3%
175 Columbia Street West
Waterloo, Ontario, Canada
----------------------------------------- ------------------------------ -------------------------
Michael Ueltzen                           325,000 (4)                    7.6%
5801 Lee Highway
Arlington, Virginia
----------------------------------------- ------------------------------ -------------------------
John Bethanis                             296,543 (5)                    7.0%
11420 S W 109th Road
Miami Florida
----------------------------------------- ------------------------------ -------------------------
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)                     1.1%
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  674,057 (4)(6)(7)(8)(9)(10)    14.8%
a group (8 persons)
========================================= ============================== =========================
</TABLE>

NAVTECH, INC.                                                            Page 30
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 13G filed with the Securities and Exchange  Commission.
     We have been  advised that the amount  includes (i) 25,000  shares owned by
     Euro Business Angels S.A., an entity indirectly  controlled by Mr. Mallart,
     (ii) 157,000  shares owned by Finextern  S.A., an entity  controlled by Mr.
     Mallart,  and (iii)  476,700  shares owned by Net Mutation  S.A., an entity
     indirectly controlled by Mr. Mallart.
(3)  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.
(4)  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.
(5)  We have been  advised  by our  transfer  agent that Mr.  Bethanis  acquired
     296,543 shares. In addition we have been advised by our transfer agent that
     Mr. Bethanis  acquired  69,900  additional  shares,  but such shares are no
     longer  registered  in his name  and  accordingly,  we are not  aware as to
     whether he owns such shares.
(6)  Includes 150,000 shares that are issuable upon exercise of options that are
     currently.
(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  29,057 shares that are issuable upon exercise of options that are
     currently exercisable.

Securities Authorized for Issuance Under Equity Compensation Plans

The following  table sets forth  information as of October 31, 2003 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 securities    Weighted average      Number of securities
                                       to be issued upon     exercise price of     remaining available for
                                          exercise of           outstanding         future issuance under
                                      outstanding options,   options, warrants    equity compensation plans
                                      warrants and rights        and rights         (excluding securities
                                              (a)                    (b)          reflected in column (a))
                                                                                             (c)
------------------------------------ ----------------------- ------------------- ----------------------------
<S>                                        <C>                      <C>                   <C>
Equity  compensation plans approved        1,023,515                $.55                  1,898,985
by security holders
------------------------------------ ----------------------- ------------------- ----------------------------
Equity   compensation   plans   not           -0-                   -0-                      -0-
approved by security holders
------------------------------------ ----------------------- ------------------- ----------------------------
Total                                      1,023,515                $.55                  1,898,985
------------------------------------ ----------------------- ------------------- ----------------------------
</TABLE>

NAVTECH, INC.                                                            Page 31
2003 10-KSB

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Alain Mallart/Easy Flying S.A.

Alain Mallart is one of our principal stockholders and, to our knowledge, was as
of October 31,  2002 a principal  stockholder  of Easy  Flying  S.A.,  a company
incorporated in France.

In the fourth  quarter of fiscal 2002, we foreclosed on 100,000  Navtech  shares
that had  served as  security  for  payment  of a note  payable.  On the date of
transfer, these shares had a fair market value of $30,000, equal to the net book
value of the  receivable.  Therefore,  this  transaction  had no  impact  on the
statement of operations in fiscal 2002.

Global Weather Dynamics, Inc.

Robert  Snyder  is  one  of  our  principal  stockholders  and  is  a  principal
stockholder  of Global  Weather  Dynamics,  Inc.  Michael  Ueltzen is one of our
Directors and was President of GWDI until his resignation  effective  January 1,
2002.

At the beginning of fiscal 2002, a balance of $212,284 was receivable  from GWDI
of which $111,113 had been provided for in fiscal 2001.  During fiscal 2002, our
ability to collect this  receivable  had become  doubtful and the  provision was
increased by $101,171 to reduce the net receivable to nil.

We received  $160,000 from GWDI in March 2003.  The  collection of the remaining
$52,000 due to us remains uncertain and is fully provided for. We are continuing
to pursue collection of this amount.

NAVTECH, INC.                                                            Page 32
2003 10-KSB

<PAGE>


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

(a) Exhibits

     2    Share Purchase  Agreement dated February 1, 2001 among Navtech,  Inc.,
          Jose Gomide,  Mario Guzzi,  Daniel Vatne,  Karin Vatne, James J. Rowan
          and Les Enterprises Ligeti Inc. (5)

     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)Subscription  Agreement  dated as of June 15,  2001  between  Navtech,
          Inc. and Net Mutation S.A. (7)

     10(E)Subscription  Agreement  dated as of June 15,  2001  between  Navtech,
          Inc. and Kleber Beauvillain (7)

     10(F)Form  of  Stock  Option  Agreement  for  options  granted  to  Michael
          Jakobowski  and Michael  Ueltzen  dated as of December 11, 2001 and to
          Thomas Beynon dated as of May 11, 2001 (7)

     10(G)Subscription  Agreement  dated as of March 31, 2000  between  Navtech,
          Inc. and Robert Snyder (8)

     10(H)Stock Option  Agreement dated as of February 4, 2002 between  Navtech,
          Inc. and David Strucke (8)

     14   Code of Ethics

     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.

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


(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 Current
Report on Form 8-K for an event dated February 1, 2001.

(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.

(7) 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, 2001.

(8) 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, 2002.

b) Reports on Form 8-K

We did not file any Current Reports on Form 8-K during the quarter ended October
31, 2003.


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

NAVTECH, INC.

INDEPENDENT AUDITORS' REPORT


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,  2003 and 2002,  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  consolidated  financial  position of the Company as of
October 31, 2003 and 2002,  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 19, 2003

NAVTECH, INC.                                                                F-1
<PAGE>



CONSOLIDATED STATEMENTS OF OPERATIONS
(In US Dollars)

<TABLE>
<CAPTION>

                                                                                ------------------------------------
Year Ended October 31,                                                                       2003          2002
--------------------------------------------------------------------------------------------------------------------

REVENUE
<S>                                                                                <C>               <C>
   Service fees                                                                    $   6,870,555     $   6,038,223
   Software license fees                                                                  63,000           226,311
--------------------------------------------------------------------------------------------------------------------
   Total revenue                                                                       6,933,555         6,264,534
--------------------------------------------------------------------------------------------------------------------

COSTS AND EXPENSES
   Cost of services                                                                    3,891,995         3,386,728
   Cost of software license fees                                                           1,500            49,243
   Research and development                                                              455,493           298,942
   Selling and marketing                                                               1,035,439           643,176
   General and administrative                                                          1,206,828         1,189,979
   Provision for (recovery of) bad debt - related parties (Note 6)                      (160,000)          101,171
   Foreign exchange loss                                                                  67,855            18,581
   Amortization of goodwill                                                                    -            11,196
   Goodwill impairment charge (Note 3)                                                         -            87,243
--------------------------------------------------------------------------------------------------------------------
   Total costs and expenses                                                            6,499,110         5,786,259
--------------------------------------------------------------------------------------------------------------------
Income from operations                                                                   434,445           478,275
--------------------------------------------------------------------------------------------------------------------
Other income (expense)
   Interest expense                                                                      (63,097)         (106,611)
   Interest revenue                                                                       21,523             3,859
--------------------------------------------------------------------------------------------------------------------
                                                                                        (41,574)          (102,752)
--------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                               392,871           375,523
Recovery of income taxes (Note 13)                                                       312,035            33,801
--------------------------------------------------------------------------------------------------------------------
Net earnings                                                                       $     704,905     $     409,324
--------------------------------------------------------------------------------------------------------------------
Net earnings per share (Note 12)
   Basic                                                                           $        0.17    $         0.09
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                         $        0.15    $         0.09
--------------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding (Note 12)
   Basic                                                                               4,227,824         4,318,655
--------------------------------------------------------------------------------------------------------------------
   Diluted                                                                             4,666,839         4,666,155
--------------------------------------------------------------------------------------------------------------------
</TABLE>

See Notes to the Consolidated Financial Statements


NAVTECH, INC.                                                                F-2
<PAGE>



CONSOLIDATED BALANCE SHEETS
(In US Dollars)

<TABLE>
<CAPTION>

                                                                                  ---------------- -----------------
October 31,                                                                                  2003              2002
--------------------------------------------------------------------------------- ---------------- -----------------

ASSETS
Current Assets
<S>                                                                                  <C>              <C>
   Cash                                                                              $    138,785     $    207,610
   Accounts receivable (net of allowance for bad debts
     of $120,989; 2002 - $95,372)                                                         889,576          824,561
   Investment tax credits receivable (Note 4)                                              91,866           10,308
   Prepaid expenses and other                                                             138,590           84,819
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,258,817        1,127,298
Deferred Tax Assets (Note 13)                                                             267,274                -
Capital Assets, Net (Note 5)                                                              531,826          466,148
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  2,057,917     $  1,593,446
--------------------------------------------------------------------------------- ---------------- -----------------

LIABILITIES
Current Liabilities
   Accounts payable and accrued liabilities                                          $    923,308     $  1,025,236
   Income taxes payable                                                                    11,360                -
   Long-term debt - current portion (Note 7)                                               19,403          182,788
   Obligation under capital leases - current portion (Note 7)                              33,390            7,678
   Deferred lease inducements - current portion (Note 8)                                   16,489           13,883
   Deferred revenue                                                                       365,431          361,796
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,369,381        1,591,381
Long-Term Debt (Note 7)                                                                     6,700           27,991
Obligation Under Capital Leases (Note 7)                                                   40,843           10,060
Deferred Lease Inducements (Note 8)                                                        32,976           41,647
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                        1,449,900        1,671,079
--------------------------------------------------------------------------------- ---------------- -----------------

Commitments and Contingencies (Note 14)

STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock (Note 9)                                                                       4,843            4,835
Authorized - 20,000,000, Par value $0.001, Issued - 4,842,406 (2002 - 4,834,906)
Preferred stock - Authorized - 2,000,000, Par value $0.10, Issued - nil                         -                -
   (2002 - nil)
Treasury stock (Note 9)                                                                      (608)            (608)
Additional paid-in capital                                                              3,080,190        3,078,088
Accumulated other comprehensive income                                                     35,759           57,124
Accumulated deficit                                                                    (2,512,167)      (3,217,072)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                          608,017          (77,633)
--------------------------------------------------------------------------------- ---------------- -----------------
                                                                                     $  2,057,917     $  1,593,446
--------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

See Notes to the Consolidated Financial Statements

NAVTECH, INC.                                                                F-3
<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In US Dollars)


<TABLE>
<CAPTION>

                                                              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, 2001   4,834,906 $  4,835  $3,108,361  $     48,466  $    (508) $ (3,626,396) $  (465,242)
Treasury shares (Note 9)                            (30,273)                    (100)                   (30,373)
Translation adjustments                                             8,658                                 8,658          8,658
Net earnings                                                                               409,324      409,324        409,324
---------------------------- --------- --------  ----------- ------------- ---------- ------------- ------------- --------------
Balances, October 31, 2002   4,834,906 $  4,835  $3,078,088  $     57,124  $    (608) $ (3,217,072) $   (77,633)  $    417,982
---------------------------- --------- --------  ----------- ------------- ---------- ------------- ------------- --------------
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
---------------------------- --------- --------  ----------- ------------- ---------- ------------- ------------- --------------
</TABLE>

See Notes to the Consolidated Financial Statements



NAVTECH, INC.                                                                F-4
<PAGE>

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

                                                                                  ---------------- -----------------
Year Ending October 31,                                                                      2003              2002
--------------------------------------------------------------------------------- ---------------- -----------------

OPERATING ACTIVITIES
<S>                                                                               <C>              <C>
Net earnings                                                                      $       704,905  $       409,324
Adjustments to reconcile net earnings to net
   cash provided by operating activities:
   Depreciation                                                                           182,973          174,682
   Deferred tax assets                                                                   (225,032)               -
   Amortization of goodwill                                                                     -           11,196
   Goodwill impairment charge                                                                   -           87,243
   Provision for uncollectible accounts                                                    74,275          (56,530)
   Provision for bad debt - related parties                                              (160,000)         101,171
   Loss on sale of capital assets                                                               -           16,480
   Deferred lease inducements                                                             (13,883)         (13,815)
Changes in operating assets and liabilities, net of the effect of acquisition:
   Accounts receivable                                                                    106,552          235,212
   Prepaid expenses and other                                                             (48,513)         (19,735)
   Investment tax credits receivable                                                      (67,039)          11,990
   Accounts payable, accrued liabilities and other liabilities                           (202,716)        (203,826)
   Deferred revenue                                                                       (37,861)         (20,388)
   Income taxes payable                                                                     9,565          (34,984)
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from operating activities                                                  323,226          698,020
--------------------------------------------------------------------------------- ---------------- -----------------

INVESTING ACTIVITIES
Proceeds on sale of capital assets                                                              -            8,257
Purchase of capital assets                                                               (187,270)         (88,355)
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from investing activities                                                 (187,270)         (80,098)
--------------------------------------------------------------------------------- ---------------- -----------------

FINANCING ACTIVITIES
Repurchase of shares                                                                            -             (373)
Repayment of factored receivable loans                                                          -         (165,984)
Repayment of bank loan                                                                    (24,423)         (37,489)
Repayment of loans                                                                       (119,616)        (241,020)
Issuance of common shares on exercises under stock option plan                              2,110                -
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flows from financing activities                                                 (141,929)        (444,866)
--------------------------------------------------------------------------------- ---------------- -----------------

EFFECT OF FOREIGN EXCHANGE RATES ON CASH                                                  (62,852)          12,543
--------------------------------------------------------------------------------- ---------------- -----------------
Net cash flow                                                                             (68,825)         185,599
Cash, beginning of year                                                                   207,610           22,011
--------------------------------------------------------------------------------- ---------------- -----------------
Cash, end of year                                                                 $       138,785  $       207,610
--------------------------------------------------------------------------------- ---------------- -----------------
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                         $        58,612  $        83,525
   Cash paid during the year for income taxes                                     $         1,589  $        11,426
--------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

Capital  asset  purchases  of $81,256  (2002 - $17,061)  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

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 furniture under capital lease      20%         Declining balance
    Office equipment                          20%         Declining balance
    Leasehold improvements              Term of lease     Straight line


NAVTECH, INC.                                                                F-6
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)

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. See Note 3.

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

The Company records  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.

Systems  consulting and  implementation  fees are  recognized  upon rendering of
services.  Custom  programming,  communications and database income, and service
bureau and support  revenue are  recognized  ratably  over  applicable  contract
periods or as  services  are  performed.  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  11).


NAVTECH, INC.                                                                F-7
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


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

In June 2001, the FASB issued SFAS No. 141,  "Business  Combinations",  and SFAS
No. 142,  "Goodwill and Other Intangible  Assets" ("FAS 141" and "FAS 142"). FAS
141 requires  that the purchase  method of  accounting  be used for all business
combinations  initiated after June 30, 2001. FAS 141 also specifies the criteria
by which intangible assets acquired in a purchase method business combination be
recognized  and reported  separately  from  goodwill.  FAS 142 will require that
goodwill  and  intangible  assets  with  indefinite  useful  lives no  longer be
amortized,  but instead be tested for impairment at least annually. FAS 142 will
also require that intangible assets with definite useful lives be amortized over
their  respective  estimated  useful  lives,  and  reviewed  for  impairment  in
accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets".

The Company adopted the provisions of FAS 141 effective July 1, 2001 and FAS 142
effective  November  1, 2002.  There were no  intangible  assets  recorded as of
November 1, 2002.  Consequently,  the adoption of FAS 142 had no material impact
on the financial statements for the year ended October 31, 2003.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets"  ("FAS 144")  which  supersedes  SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed  of" ("FAS 121").  FAS 144 also  supersedes  certain  aspects of the
Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment,  and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions," as related to the
reporting of the effects of a disposal of a segment of a business.  FAS 144 will
require  expected future  operating  losses from  discontinued  operations to be
displayed in  discontinued  operations in the period  incurred rather than as of
the  measurement  date  as  presently  required  by APB 30.  Additionally,  more
dispositions  may qualify as  discontinued  operations.  The Company adopted the
provisions of FAS 144 effective November 1, 2002. FAS 144 had no material impact
on the financial statements for the period ended October 31, 2003.

In  December  2002,  the FASB  issued FIN No. 45,  "Guarantor's  Accounting  and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others"  ("FIN 45").  FIN 45 requires  that upon  issuance of a
guarantee,  the  guarantor  must disclose and recognize a liability for the fair
value of the obligation it assumes under that guarantee. The initial recognition
and  measurement  requirement  of FIN 45 is effective for  guarantees  issued or
modified  after  December 31, 2002. As of October 31, 2003,  the Company had not
issued or modified  any  guarantees  after  December 31,  2002.  The  disclosure
requirements of FIN 45 are effective for interim and annual periods ending after
December 15, 2002. Our guarantees  issued before December 31, 2002,  which would
have been disclosed in accordance  with the disclosure  requirements  of FIN 45,
were not material.



NAVTECH, INC.                                                                F-8

<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


3. ACQUISITIONS

No  acquisitions  were  completed  during the years  ended  October  31, 2003 or
October 31, 2002.

However,  in the fourth  quarter of 2002,  the Company  wrote off the  remaining
unamortized  goodwill  balance of $87,243  relating to the 1999  acquisition  of
Navtech-UK.  The decision to recognize an  impairment  loss was made in light of
operating losses in the first three years after the  acquisition,  negative cash
flows and the length of time  estimated  for the  Company to recover the initial
investment in uncertain market conditions.  The Company determined the amount of
the impairment charge based on discounted net cash flows.

4. INVESTMENT TAX CREDITS RECEIVABLE

Navtech-Canada  and Airware  have filed  claims for  Investment  Tax Credits for
their  scientific  research and experimental  development  activities for fiscal
years ended October 31, 1992 through January 31, 2001.  Scientific  research and
experimental  Investment Tax Credits  ("ITCs") are available to certain entities
located in Canada  carrying out  qualified  research and  development.  Further,
these  credits,  since  1995,  have  been  available  at both  the  federal  and
provincial level.

Claims 1992 - 1995

All of  Navtech-Canada's  claims for the fiscal  years  ended  October  31, 1992
through  October 31, 1995 were subjected to both financial and technical  audits
by  the  Canada  Customs  and  Revenue  Agency  ("CCRA"),  the  Canadian  taxing
authority.  Based on its technical audit,  the CCRA disallowed  certain expenses
related to projects deemed  non-qualifying,  and accordingly,  reduced the final
assessed  claim.  Further,  the CCRA has  rejected  Navtech-Canada's  Notices of
Objections to these assessments. Navtech-Canada filed an appeal to the Tax Court
of Canada,  which was settled in June,  2003. The  reassessments  for the fiscal
years ended October 31, 1993 through  October 31, 1995 were received  subsequent
to year end.

Investment Tax Credits Receivable

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

                                                 Year ended October 31,
                                                 ------------- --------------
                                                         2003           2002
------------------------------------------------ ------------- --------------
Taxation year ended:
   March 31, 1992 through October 31, 1995       $    42,410   $    238,667
   January 31, 2001                                   40,355         15,805
   October 31, 2002 (unassessed)                       1,896              -
   October 31, 2003 (unassessed)                       7,205              -
------------------------------------------------ ------------- --------------
                                                      91,866        254,472
Less: Allowance                                            -        244,164
------------------------------------------------ ------------- --------------
                                                 $    91,866   $     10,308
------------------------------------------------ ------------- --------------



NAVTECH, INC.                                                                F-9
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)

5. CAPITAL ASSETS
<TABLE>
<CAPTION>

                                                       October 31,
                                               -------------------- --------------------
                                                              2003                 2002
---------------------------------------------- -------------------- --------------------
Cost
<S>                                            <C>                  <C>
   Purchased computer software                 $          679,323   $          641,309
   Computer equipment                                     687,208              546,768
   Computer equipment under capital lease                 101,520               17,062
   Furniture and fixtures                                 125,088               98,126
   Office furniture under capital lease                         -                8,517
   Office equipment                                       182,036              157,704
   Leasehold improvements                                 244,074              201,772
---------------------------------------------- -------------------- --------------------
                                                        2,019,247            1,671,258
---------------------------------------------- -------------------- --------------------
Accumulated depreciation
   Purchased computer software                            591,547              521,251
   Computer equipment                                     508,980              408,983
   Computer equipment under capital lease                  24,602                2,732
   Furniture and fixtures                                  82,194               57,874
   Office furniture under capital lease                         -                3,248
   Office equipment                                       121,636              102,846
   Leasehold improvements                                 158,463              108,176
---------------------------------------------- -------------------- --------------------
                                                        1,487,421            1,205,110
---------------------------------------------- -------------------- --------------------
                                               $          531,826   $          466,148
---------------------------------------------- -------------------- --------------------
</TABLE>

6. DUE FROM RELATED PARTIES

Easy Flying, S.A.
-----------------

October 31, 2003
There were no transactions during the year ended October 31, 2003 and no amounts
due from Easy Flying, S.A. as at October 31, 2003.

October 31, 2002
In the fourth quarter of fiscal 2002, the Company  foreclosed on 100,000 Navtech
shares that had served as security for payment of the promissory  note issued in
fiscal 2001.  On the date of  transfer,  these shares had a fair market value of
$30,000,  equal  to the  net  book  value  of the  receivable.  Therefore,  this
transaction  had no impact on the  Company's  statement of  operations in fiscal
2002.

Global Weather Dynamics, Inc.
-----------------------------

October 31, 2003
The Company received  $160,000 from Global Weather  Dynamics,  Inc.  ("GWDI") in
March  2003.  The  collectability  of the  remaining  $52,000 due to the Company
remains uncertain and is fully provided for. The Company is continuing to pursue
collection of this amount.

October 31, 2002 At the  beginning  of fiscal  2002,  a balance of $212,284  was
receivable  from GWDI of which  $111,113  had been  provided for in fiscal 2001.
During fiscal 2002, the Company's  ability to collect this receivable had become
doubtful  and  the  provision  was  increased  by  $101,171  to  reduce  the net
receivable to nil.


NAVTECH, INC.                                                               F-10
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


7. LONG-TERM DEBT

Long-term debt as of October 31, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                                      October 31,
                                                                              -------------------- --------------------
                                                                                             2003                 2002
----------------------------------------------------------------------------- -------------------- --------------------

Note payable to Avcon Associates Inc.,  interest at 18%, payable
     in blended  weekly  payments  of $900  Canadian  ($575 USD)
<S>                                                                                       <C>                  <C>
     through March 2005.                                                                  26,103               35,651

Note payable representing a retirement allowance, non-interest bearing note with
     an original face value of $600,000 payable in 96 semi-monthly payments
     through November 2003. The note was settled by full payment in October
     2003. The note had been recorded at its net present value
     using a discount rate of 7.5%.                                                            -              144,253

Small business bank loan payable, interest at the bank's prime rate (4.50% at
     October 31, 2002) plus 3.00%, payable in monthly principal payments of
     $4,250 Canadian ($2,714 USD) plus interest based on a 36 month amortization
     period. This loan was secured by security interest in all capital
     assets of Navtech-Canada except real property.                                            -               24,423

Equipment note, payable in monthly payments of principal and interest of $598
     through August 2003. This note was secured by security interest in a
     telephone system in
     Monterey, California.                                                                     -                6,452
----------------------------------------------------------------------------- -------------------- --------------------
                                                                                          26,103              210,779
Less: Current portion                                                                     19,403              182,788
----------------------------------------------------------------------------- -------------------- --------------------
Long-term portion                                                             $            6,700   $           27,991
----------------------------------------------------------------------------- -------------------- --------------------

Maturities of long-term debt as of October 31, 2003 are as follow:

----------------------------------------------------------------------------- -------------------- -------------------
2004                                                                                                  $        19,403
2005                                                                                                            6,700
----------------------------------------------------------------------------- -------------------- -------------------
                                                                                                      $        26,103
----------------------------------------------------------------------------- -------------------- -------------------
</TABLE>


The Company is committed under capital leases for computer and office  equipment
with terms  expiring at various dates between 2004 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,
   2004                                                       $        37,940
   2005                                                                34,035
   2006                                                                 7,452
---------------------------------------------------------- --------------------
                                                                       79,427
Less: Amounts representing interest                                     5,194
---------------------------------------------------------- --------------------
Balance of obligation                                                  74,233
Less: Current portion                                                  33,390
---------------------------------------------------------- --------------------
Long-term portion                                             $        40,843
---------------------------------------------------------- --------------------


NAVTECH, INC.                                                               F-11
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


8. 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, 2003
and 2002 are as follows:

                                            October 31,
                                    -------------------- --------------------
                                                   2003                 2002
----------------------------------- -------------------- --------------------
Deferred lease inducements          $          164,888   $          138,827
Less: Accumulated amortization                 115,423               83,297
----------------------------------- -------------------- --------------------
                                                49,465               55,530
Less: Current portion                           16,489               13,883
----------------------------------- -------------------- --------------------
                                    $           32,976   $           41,647
----------------------------------- -------------------- --------------------

9. 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, 2003,  there were 4,842,406 common shares issued and fully
paid (2002 - 4,834,906) and no preferred shares issued.  At October 31, 2003 and
October 31, 2002 there were 125,000 common share purchase  warrants  outstanding
with an exercise price of $1.875.

Year ended October 31, 2003

During the year,  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
607,918.

Year ended October 31, 2002

The Company did not issue any common  shares  during the year ended  October 31,
2002.

Treasury stock
On January 9, 2002, the Company paid several states in the United States the sum
of $373 representing the value for unclaimed shares originally registered in the
respective states. These shares were brought into treasury.

On October 22, 2002, the Company foreclosed upon 100,000 of the Company's common
shares  with a fair  market  value of  $30,000.  The common  shares were held as
security  against a defaulted note receivable in the amount of $200,000 due from
Easy Flying S.A., a related party.

At  October  31,  2002,  the number of common  shares in  treasury  amounted  to
607,918.



NAVTECH, INC.                                                               F-12
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


10. STOCK OPTION PLAN

Further,  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:

<TABLE>
<CAPTION>
                                                      -------------------- --------------------
                                                                Number of     Weighted Average
                                                                   Shares       Exercise Price
----------------------------------------------------- -------------------- --------------------
<S>                                                            <C>              <C>
Balance outstanding at October 31, 2001                        1,065,015        $         0.62
     Granted                                                     254,750                  0.33
     Canceled and expired                                       (227,750)                 0.66
     Exercised                                                         -                  -
----------------------------------------------------- -------------------- --------------------
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
----------------------------------------------------- -------------------- --------------------

Exercisable at October 31, 2002                                  894,203        $         0.57
Exercisable at October 31, 2003                                  940,890        $         0.55
----------------------------------------------------- -------------------- --------------------
</TABLE>

The following table summarizes  information  concerning  outstanding  options at
October 31, 2003:

<TABLE>
<CAPTION>
                          ------------------ ----------------- ----------------- ------------------ -----------------
                                             Weighted Average
                           Number of Options        Remaining  Weighted Average  Number of Options  Weighted Average
Range of Exercise Prices         Outstanding Contractual Life    Exercise Price        Exercisable    Exercise Price
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
<C>                                <C>              <C>              <C>                   <C>           <C>
$0.15                              100,000          8.27 years       $      0.15           100,000       $      0.15

$0.28125                           260,000          1.27 years       $      0.28           260,000       $      0.28

$0.37 - $0.75                      501,515          5.00 years       $      0.50           429,828       $      0.58

$0.90 - $1.1875                    155,000          2.92 years       $      1.08           144,062       $      1.16

$1.46875                             7,000          2.25 years       $      1.47             7,000       $      1.47

------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
                                 1,023,515          4.04 years       $      0.55           940,890       $      0.55
------------------------- ------------------ ----------------- ----------------- ------------------ -----------------
</TABLE>



NAVTECH, INC.                                                               F-13
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


11. 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                                                                                                    2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                                            <C>
Volatility factor of expected market price of the Company's stock                                              206%
Dividend yield                                                                                                   0%
Risk-free rate                                                                                                   4%
Weighted average expected life of stock options (years)                                                       4.00
--------------------------------------------------------------------------------------------------------------------
</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 were no stock options  granted  during the year
and the total amount of proforma  stock-based  compensation related to all stock
options granted in 2002 is included in the 2002 disclosure.

<TABLE>
<CAPTION>
                                                                                       Year ended
                                                                                      October 31,
                                                                                ------------------------------------
                                                                                            2003              2002
--------------------------------------------------------------------------------------------------------------------
Net earnings
<S>                                                                                <C>               <C>
Net earnings - reported                                                            $     704,905     $     409,324
   Pro forma stock-based compensation                                                          -            80,691
--------------------------------------------------------------------------------------------------------------------
Net earnings - pro forma                                                           $     704,905     $     328,633
--------------------------------------------------------------------------------------------------------------------
Basic earnings per share - reported                                                $        0.17     $        0.09
Diluted earnings per share - reported                                              $        0.15     $        0.09
   Pro forma stock-based compensation                                                          -     $       (0.01)
--------------------------------------------------------------------------------------------------------------------
Basic earnings per share - pro forma                                               $        0.17     $        0.08
Diluted earnings per share - pro forma                                             $        0.15     $        0.07
--------------------------------------------------------------------------------------------------------------------
</TABLE>

There were no stock  options  granted  during the fiscal year ended  October 31,
2003.

NAVTECH, INC.                                                               F-14
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


12. EARNINGS PER SHARE

Basic and diluted earnings per share are calculated as follows:

<TABLE>
<CAPTION>
                                                                                       Year ended
                                                                                      October 31,
                                                                                ------------------------------------
                                                                                            2003              2002
--------------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                                <C>               <C>
   Net earnings (A)                                                                $     704,905     $     409,324
--------------------------------------------------------------------------------------------------------------------

Denominator:
   Denominator for basic earnings per share - weighted average
     number of common shares outstanding (B)                                           4,227,824         4,318,655
   Effect of dilutive securities:
     Employee stock options                                                              439,015           347,500
--------------------------------------------------------------------------------------------------------------------
   Denominator for diluted earnings per share - adjusted weighted
     average number of common shares outstanding  (C)                                  4,666,839         4,666,155
--------------------------------------------------------------------------------------------------------------------

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

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

13. INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                                       Year ended
                                                                                      October 31,
                                                                                ------------------------------------
                                                                                            2003              2002
--------------------------------------------------------------------------------------------------------------------
Current:
<S>                                                                                <C>               <C>
   United States                                                                   $           -     $           -
   Canada                                                                                 44,311            33,801
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                          44,311            33,801
--------------------------------------------------------------------------------------------------------------------
Deferred:
   United States                                                                               -                 -
   Canada                                                                                267,724                 -
   United Kingdom                                                                              -                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                         267,724                 -
--------------------------------------------------------------------------------------------------------------------
                                                                                   $     312,035     $      33,801
--------------------------------------------------------------------------------------------------------------------
</TABLE>


NAVTECH, INC.                                                               F-15
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In US Dollars)


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

<TABLE>
<CAPTION>
                                                                                       Year ended
                                                                                      October 31,
                                                                                ------------------------------------
                                                                                            2003              2002
--------------------------------------------------------------------------------------------------------------------
Deferred income tax assets:
<S>                                                                                <C>               <C>
   Net operating losses carried forward                                            $     391,000     $     525,000
   Unused income tax credits                                                             152,000                 -
   Allowance for doubtful accounts                                                        40,000           102,000
   Deferred salaries and other compensation                                               18,000            46,000
--------------------------------------------------------------------------------------------------------------------
                                                                                         601,000           673,000
--------------------------------------------------------------------------------------------------------------------
Deferred income tax liabilities
   Depreciation                                                                           41,000            29,000
--------------------------------------------------------------------------------------------------------------------
                                                                                          41,000            29,000
--------------------------------------------------------------------------------------------------------------------
Net deferred tax assets                                                                  560,000           644,000
Valuation allowance                                                                     (292,726)         (644,000)
--------------------------------------------------------------------------------------------------------------------
Deferred tax assets, net of valuation allowance                                    $     267,274     $           -
--------------------------------------------------------------------------------------------------------------------
</TABLE>

During the fourth  quarter of the year ended October 2003,  the Company  reduced
the valuation  allowance with respect to deferred tax assets of $267,274 related
to losses  carried  forward  and other tax  credits in Canada.  The  decision to
reduce  the  valuation  allowance  was made in light of  continuous  and  stable
profits by the  Canadian  operations  of the Company  during the past two fiscal
years.

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

<TABLE>
<CAPTION>
                                                                                       Year ended
                                                                                      October 31,
                                                                                ------------------------------------
                                                                                            2003              2002
--------------------------------------------------------------------------------------------------------------------
Combined basic statutory rate                                                                 40%               40%
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>               <C>
Provision for (recovery of) income taxes based on the basic statutory rate         $     156,000     $     150,000
Increase (decrease) in income taxes resulting from the following:
   Effects of differing statutory rates in other countries                               (13,000)                -
   Non-deductible expenses                                                                 6,000            54,000
   Non-recognition of tax credits and losses available for carry-forward                       -           188,199
   Recognition of tax credits and losses from current and prior years                   (159,000)         (269,000)
   Recognition of future tax assets from prior years                                    (267,274)                -
   Other                                                                                 (34,761)                -
   Permanent differences                                                                       -          (156,000)
--------------------------------------------------------------------------------------------------------------------
                                                                                   $    (312,035)    $     (32,801)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


NAVTECH, INC.                                                               F-16
<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>
2008                  $         -   $     100,000    $           -    $            -   $           -
2009                      243,000         247,000           13,000                 -               -
2018                            -               -           13,000                 -               -
2019                            -               -          254,000                 -               -
2020                            -               -          228,000                 -               -
2021                            -               -           24,000                 -               -
2023                            -               -          149,000           149,000               -
Indefinite                      -               -                -                 -         189,000
------------------ ---------------- ---------------- ---------------- --------------- ----------------
                      $   243,000   $     347,000    $     681,000    $      149,000  $      189,000
------------------ ---------------- ---------------- ---------------- --------------- ----------------
</TABLE>

The Company  also has  $152,000 of tax credits  available  in Canada that expire
between 2010 and 2011.

14. 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:

-----------------------  -------------------
2004                        $       241,458
2005                                192,690
2006                                178,757
2007                                 11,966
-----------------------  -------------------
                            $       624,871
-----------------------  -------------------

Rent expense for the fiscal  years ended  October 31, 2003 and 2002 was $219,470
and $238,227, 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.

15. FINANCIAL INSTRUMENTS

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

Operating line of credit

On May 12, 2003, the Company  signed a new banking  facility with the Royal Bank
of Canada for an operating line of credit of approximately  $227,000.  There was
no balance  outstanding  on the  facility at October 31,  2003.  The facility is
secured by an assignment of  Navtech-Canada's  trade accounts receivable and the
current agreement expires April 30, 2004.

Fair value of financial instruments

At  October  31,  2003  and  2002,  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.


NAVTECH, INC.                                                               F-17
<PAGE>

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  80% of the  Company's  sales  contracts  are  denominated  in the
functional  currency  (US  dollar)  while  approximately  69% of  the  Company's
expenditures are denominated in currencies  other than the functional  currency.
The Company is exposed to foreign  exchange  risk with respect to net  financial
liabilities  totaling  $452,587,  which are denominated in currencies other than
the functional currency.

Credit risk

The Company is exposed to credit risk through cash and accounts receivable.  The
Company holds its cash positions with reputable 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,  2003  amounted  to  $74,275  on  revenues  of
$6,933,555 (2002 - $71,472 on revenues of $6,264,534).

16. SEGMENTED INFORMATION

The following tables show total revenue and capital assets on a geographic basis
for fiscal 2003 and 2002 (in thousands except percentage amounts):

<TABLE>
<CAPTION>
                                                      Total Revenue           Percentage of Total Revenue
                                              -------------------------------------------------------------
                                                     2003           2002           2003           2002
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States, Mexico, South America and         $   4,999      $   4,836            72%             77%
other
Canada                                                 914            661            13              11
Europe, Africa and Middle East                       1,021            767            15              12
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $   6,934      $   6,264           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>


<TABLE>
<CAPTION>
                                                      Capital Assets         Percentage of Capital Assets
                                              -------------------------------------------------------------
                                                   2003           2002            2003           2002
---------------------------------------------- -------------- -------------- --------------- --------------
<S>                                              <C>            <C>                  <C>             <C>
United States                                    $     103      $     147            19%             32%
Canada                                                 394            298            74              64
Europe                                                  35             21             7               4
---------------------------------------------- -------------- -------------- --------------- --------------
                                                 $     532      $     466           100%            100%
---------------------------------------------- -------------- -------------- --------------- --------------
</TABLE>


17. COMPARATIVE FIGURES

Certain  accounts for the comparative  period have been  reclassified to conform
with the presentation adopted in the current year.

NAVTECH, INC.                                                               F-18
<PAGE>



<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: January 29, 2004                      NAVTECH, INC.


                                             By: /s/David Strucke
                                                ------------------------------
                                                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>

/s/David Strucke                    President, Chief Executive Officer,         January 29, 2004
-----------------------             Secretary, and Director
David Strucke                       (Principal Executive Officer)

/s/ Gordon Heard                    Chief Financial Officer                     January 29, 2004
-----------------------             (Principal Financial Officer and
Gordon Heard                        Principal Accounting Officer)


/s/ Thomas D. Beynon                Director                                    January 29, 2004
-----------------------
Thomas D. Beynon

/s/ Michael Jakobowski              Director                                    January 29, 2004
-----------------------
Michael Jakobowski

/s/ Michael Ueltzen                 Director                                    January 29, 2004
-----------------------
Michael Ueltzen
</TABLE>


NAVTECH, INC.                                                            Page 35
2003 10-KSB

<PAGE>