UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB





[xx]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004



[   ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____





Commission file Number:  0-50489



FIDELITY CAPITAL CONCEPTS LIMITED

(Name of small business issuer in its charter)



Nevada

(State or other jurisdiction of incorporation or organization)



98-0222930

(I.R.S. Employer Identification Number)



Suite 1000

409 Granville Street

Vancouver, B.C.   V6C 1T2  Canada

(Address of principal executive offices)



(604)681-9588

(Issuer's telephone number)



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

None



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

Common Shares



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.  [ X ] Yes  [   ] No



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of Issuer'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 ]



The Issuer's revenues for its fiscal year ended September 30, 2004 were $86,617.00.



The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was $0.00 on September 30, 2004 on the OTC Bulletin Board.  As of that date, the Registrant's shares had not yet traded.



On September 30, 2004, the number of shares outstanding of the registrant's Common Stock was 5,400,000.



Transitional Small Business Disclosure Format (Check one):  Yes ____; No __X__

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PART I

BUSINESS



Item 1.  Description of Business



Business Development



We were incorporated on October 29, 1999 under the laws of the State of Nevada to engage in any lawful corporate purpose.



We have not been involved in any bankruptcy, receivership or similar proceedings.  During the period from our incorporation until we acquired Kim Allan Silk Corp., management of our company considered various original business plans as well as the acquisition of existing businesses.  Other than this activity, our company conducted no business during the first three years of its existence.  We did not generate revenue before we acquired Kim Allan Silk Corp.  Our acquisition of 100% of the issued common shares of Kim Allan Silk Corp. on September 1, 2003 is the first material business which we have undertaken.  We have not engaged in any other material re-classification, merger, consolidation or purchase or sale of significant assets not in the ordinary course of business.  Our company has a September 30 fiscal year end.



Our wholly owned subsidiary, Kim Allan Silk Corp., was incorporated under the laws of the Province of British Columbia on April 25, 2003.  Kim Allan Silk Corp. has not been involved in any bankruptcy, receivership or similar proceedings.  Kim Allan Silk Corp. has not engaged in any material reclassification, merger, consolidation or purchase or sale of significant assets not in the ordinary course of business.  From the period April 25, 2003 to September 1, 2003, Kim Allan Silk Corp. was in the business of organizing its initial affairs including the set up of its website, arrangements for credit card processing, product design and importation and banking arrangements.  The first full month of operations for Kim Allan Silk Corp. was September, 2003.  The revenues from these operations show on the consolidated financial statements which form part of this
Form 10KSB.



Our Principal Products and Services



We are in the business of wholesale and retail garment sales through the internet and via mail order.  We entered this market through the acquisition of Kim Allan Silk Corp. ("KAS") which is an operating company.  This subsidiary wholesales and retails knit silk undergarments and silk blended lounge wear by direct customer sales through the internet and by mail order.  It is our intention to develop additional clothing lines for internet and mail order retail and wholesale sales.  This expansion will take place through the acquisition of established, privately owned retail garment businesses and through the development of new garment lines internally by our Vice President of Operations and Product Development.  We have sufficient financing to complete all necessary design work, inventory purchases and marketing.  We anticipate that any operating companies we acquire in the future will be purchased through the issuance of our common shares.



The business operated through our KAS subsidiary is designed around the wholesale and retail sale of knit silk undergarments and silk blended loungewear by direct customer interaction (retail sales), mail order and Internet sales.  The keys to KAS's business strategy are a quality product line and superior customer service involving toll free telephone access, Internet ordering, timely delivery and customer satisfaction.



KAS products are marketed as Sensible Silk for Every Body.  Products are marketed to a wide demographic range, male and female from children to adult.  The comfortable fit of our products is stressed along with the many benefits of wearing silk.

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The primary goal of KAS is to acquire and maintain a North American position as a wholesale source of knit silk underwear and silk blended loungewear for retail outlets.  Our secondary goal is to develop a retail e-market client base through direct Internet sales.  Our silk blended loungewear is a new product for the North American market and our initial market research through independent product representatives indicates strong interest.



Competitive Business Conditions and Our Position In Our Industry



As an online garment retailer and wholesaler, our KAS subsidiary and future similar subsidiaries will face virtually unlimited competition.  There are few barriers to entering the market of retail merchandising over the Internet.  Given the virtually unlimited competition and the fact that our KAS subsidiary is in its infancy, management is of the view that we have not yet established any competitive position in the industry.  We will compete with existing online retail and wholesale garment sellers by relying on management's existing contact and client base, on the unique nature of our initial products and on our marketing and advertising efforts.



Sources and Availability of Raw Materials



Our KAS subsidiary manufactures its products through F-Wear Manufacturing of Zhejiang Province, China.  F-Wear produced initial prototypes for each KAS product line and provides ongoing inventory supply.  Based on previous experience with F-Wear, management is satisfied that F-Wear will provide consistent product quality and delivery.  Our manufacturer requires no minimum order level and shipping and delivery costs are included in our manufacturing price.  Inventory requires approximately 45 days for manufacture and delivery to the Canadian west coast.  We are in the process of sourcing alternative manufacturers in South East Asia including India, Bangladesh, Vietnam and Indonesia.  Manufacturers in these countries are competing successfully within the fine clothing and fabric manufacturing industry.  In the long term, management considers it prudent to have more than one source for manufacturing.



Requirement of Government Approval



Online garment retailing and wholesaling is not subject to any onerous government approval processes.  KAS holds its necessary business licenses and an importer's permit from Revenue Canada.  These are the only approvals required for KAS to conduct its current operations.



Costs and Effects of Compliance with Environmental Laws



The company and its subsidiary, KAS, are not subject to compliance with any local, state or federal environmental laws.



Our Full Time and Part Time Employees



We currently have one full time employee and two part time employees.  Our C.E.O., Mr. Keith Ebert and C.F.O., Mr. Gerry Tuskey work for our company on a part time basis.  Our Vice President of Operations and Product Development, Ms. Kim Allan, works for our company on a full time basis.  Ms. Allan hires contract assistance to accept and process orders during retail peaks such as Christmas and Valentine's Day.  We also hire a product representative on a contract basis.



Item 2.  Description of Property



Office Premises



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We operate from our offices at 2150 - 28th Street, West Vancouver, British Columbia.  Space is currently provided on a rent free basis by Ms. Allan who is the Vice President, Operations and Product Development of our company.  Ms. Allan is not currently accruing rent.  This policy will be re-evaluated at the end of our first full fiscal year.  We are not a party to any lease.  It is anticipated that this arrangement will remain until we are able to generate significant revenue from operations and require additional space for warehousing or new employees.  Management believes that this space will meet our needs for the next 24 months.



Item 3.  Legal Proceedings



The Company is not involved in my legal proceedings at this time.



Item 4.  Submission of Matters to a Vote of Security Holders



No matter was submitted to vote of security holders during the fourth quarter of the fiscal year covered by this report.



PART II



Item 5.  Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities



The Issuer's shares are quoted and listed for trading on the OTC.BB under symbol "FDCC".  The Issuer is fully reporting.



There are an undetermined number of shareholders holding our issued common shares.  The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant was $0.00 on September 30, 2004 on the OTC Bulletin Board.  As of that date, the Registrant's shares had not yet traded.  There are no options and warrants to purchase additional common shares of the Issuer.



The Issuer does not expect to pay a dividend on its common stock in the foreseeable future.  Payment of dividends in the future will depend on the Issuer's earnings and its cash requirements at that time.



Item 6.  Plan of Operation



We currently hold working capital of approximately $97,000 which will be sufficient to fund the continuing operations and expansion of our silk garment sales division and possible additional acquisitions.  The funds which we have on hand are also sufficient to pay the expenses associated with our reporting company obligations including increased accounting and legal fees.



Management does not anticipate the need to conduct any product research and development with respect to our silk garment sales division over the next 12 months.  Management does not anticipate the purchase or sale of any significant equipment or significant changes in the number of the company's employees over the next 12 months.  Currently, we maintain sufficient office and warehouse space to accommodate up to a 100% increase in our projected sales over the next 24 months.  Contract employees may be hired during peak retail sales periods to assist in receiving orders and processing shipments.  One of the principal advantages to running wholesale and retail silk garment sales through the internet and via mail order is the ability to maintain low warehousing and payroll expenses.



The following is a discussion of our general plan of operation for the next 12 months.  This plan of operation will be implemented by our Vice-President of Operations and Product Development and is based on her prior experience in internet and mail order wholesale and retail silk garment sales.

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There are two primary target groups for KAS products; wholesale customers and retail/internet customers.

Wholesale customers may include some of the following:



- Lingerie stores  full product line
- Sporting Goods stores  turtlenecks, long leggings for wear under winter sports clothing for children and adults
- Motorcycle stores  for wear under leather garments
- Movie Industry supply stores  undergarments for industry (set personnel)



Retail Customers we will target include the following:



- Females primarily ages 25 to 85 years
- Males primarily ages 25 to 85 years
- Children primarily ages 10 to 16 years



KAS supplies its products at a 60% markup for wholesale customers and 100% markup for retail and internet customers.



Wholesale Sales



Our target wholesale group is small retail outlets or special orders for movie/television productions, etc.  We provide our wholesale clients with products within one or five days of receipt of order depending on their location in North America.



Management markets to these outlets from our warehouse.  To complement managements marketing efforts, we use the services of sales representatives in key North American markets.  KAS has secured the services of a successful and industry respected agent for our product in BC, Alberta, Saskatchewan and Ontario.  We may retain similar sales representatives in other key markets in North America (i.e., New York, Los Angeles).



Retail Sales



Our target retail customer group is middle to upper income women from all age groups.  Our market research indicates that women could account for approximately 80% of the total retail customer sales of KAS.  It is management's experience that women may also order silk undergarments for their children.  Although the primary target group is women, we intend to also market to men.  This is an emerging market we intend to develop.  Previous experience has indicated there is a demand for mens products.



Our retail prices should be particularly attractive to American customers who, due to favourable exchange rates receive our products at an additional 25% off (depending upon exchange rates).



The design and maintenance of a good web site is crucial to the success of our business.  The domain name kimallansilk.com is in use.  The KAS website is readily available, easy to navigate, informative, easy to order from and visually simulating.  It is important that KAS be found easily by the wide range of search engines/Internet surfing web sites.  It will be the web masters responsibility to maintain a high access level in the search engine directories.



Our main marketing tool for retail sales will be the Internet and web-based sales making full use of available search engines.  Promotion and publicity will reinforce the website address.  We will be focusing on the North American market.



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In addition to our focus on Internet based retail sales, we also intend to continue to offer over the counter sales services.  Product purchase of KAS products can be made directly from our warehouse site.  We have also developed a system to allow for home party sales and joint event sales (i.e., ski or motorcycle shows).  Our first home parties were held in November, 2003.  Individuals or corporations who host home parties or joint events receive 10% of gross sales generated in the form of free KAS products.  Party hosts are required to sign a simple agreement covering the terms of the event.



Growth



Our primary focus will be to build our market share of the wholesale North American customer base.  We look to expand this customer base through a combination of managements industry connections and our sales representatives and promotional marketing efforts.  We are currently screening candidates to act as our sales representative in Eastern Canada.  We are also currently considering hiring a sportswear representative to introduce our product line outside of our normal loungewear/lingerie and underwear sector.  We expect to employ a minimum of two sales representatives during the next 12 months.  Our private customer list and retail store list was built by Ms. Allan following her involvement in E-retail of silk products over the period 1997 to 2002.  There are no legal or contractual restrictions on Ms. Allan's right to use this private customer and retail store list.  Ms. Allan has five years experience managing the day to day operations of an E-business retail operation including sales and customer relations, stock control and ordering, product orders, shipping, customer account reconciliation as well as product design and manufacturing.



Once we have established a solid wholesale customer base, we predict the main growth of KAS will be in the retail customer Internet sales.  Although retail outlets and wholesale clients will be the base of our business, this initiative is seen as a desirable direction of growth given the potential customer base, considerably higher profit margin and the fact that payment is immediate (i.e., credit card).



The guiding principal behind our business is customer service.  Our goal is to provide no-hassle ordering, delivery and return service for all our customers.  Our business structure is attractive to customers who seem to be looking to get away from the large department and big box store atmosphere.  This is achieved by our customers always being able to immediately talk to someone or receive a response soon after the customers initial contact (either by toll-free phone or email).  Managements experience in an E-business retail environment has demonstrated that it can be successful if you ensure a quality product, timely free delivery and hassle free shopping anytime of the day.



Sales and Payment



All product sales are made directly out of our warehouse.  For retail sales, KAS accepts cash, cheque, and credit card.  Payment for direct Internet sales is by credit card only, entered with a secure code Internet payment method.  For wholesale customers (e.g., retail outlets), our policy will be cash on delivery (COD) or credit card.



Inventory



Our inventory management plan is to keep our stock level as low as possible and institute frequent inventory purchases in smaller amounts.  To ensure that KAS has all items in stock at sufficient quantities, we intend to keep our inventory around the $40,000 level (plus or minus approximately $5,000 worth of stock) for the first year of our plan of operation.  Given that our manufacturer requires no minimum order and that delivery is included in the price of our product, after the initial purchase of $40,000, we intend to order small amounts frequently rather than carrying large amounts of inventory from month to month.  As sales increase, KAS will require an increase in its inventory level.  We anticipate increasing our inventory level to $50,000 at the end of our first full year of operations.

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Shipping



We use Canada Post Express Post Service for all deliveries.  With express post, delivery is guaranteed within two days for Canada and mainland US.  A reliable network for post office deliveries and pick-up sites exists throughout Canada and the United States.  Canada Post provides a pick up service, at no charge, for all orders from the warehouse.  If required, parcels can also be dropped in any post office box or postal outlet.



Receiving and Warehousing



All products are received at KAS's warehouse.  Our warehouse is co-located with our West Vancouver office and will serve as the primary storage area for our products.  Should large scale expansion of the business occur, a new warehouse/shipping facility will be sourced with all order processing and customer service to remain in the West Vancouver office.



Item 7.  Financial Statements



The audited financial statements for Fidelity Capital Concepts Limited for the year ending September 30, 2004 are included as part of this Form 10-KSB following the signature page of this Form 10-KSB.



Item 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure



We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure with any of our accountants since our incorporation in October 29, 1999.



PART III



Item 9.  Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act.





Set forth below are the present directors and executive officers of the Company.  Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers.  There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.  Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers serve at the discretion of the Board of Directors.



|Name             | Age | Position                                          
|---------------- | --- | --------------------------------------------------
|Keith Ebert      | 39  | President, C.E.O. and Director                    
|Gerald R. Tuskey | 43  | C.F.O., Secretary, Treasurer and Director         
|Kim Allan        | 37  | Vice-President, Operations and Product Development



The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified.  Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors.  Our officers serve at the will of the Board of Directors.  There are no other family relationships between any of our executive officers and directors.



Resumes

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Keith Ebert



Mr. Ebert was appointed as a director and officer of our company on October 30, 1999.  Keith Ebert is a qualified Mechanical Engineer BA Sc., MECH (UBC) (1987).  For the period January, 2002 to the present, Mr. Ebert has worked with Matrix Partners Inc. in Vancouver, British Columbia in investment banking.  Matrix Partners Inc. is a closely held private company which typically acts for companies seeking debt or equity financing, share or asset acquisitions or merger candidates.  As a principal of Matrix Partners Inc., Mr. Ebert uses his corporate finance experience and industry contacts to fulfil clients' objectives.  For the period from May, 1997 to December, 2001, Mr. Ebert was self employed managing his investment portfolio.  Mr. Ebert worked for Marleau, Lemire Securities Inc. from February, 1993 to July, 1995 as manager of North American West Coast institutional sales.  Mr. Ebert worked for C.M. Oliver & Co. Ltd. from July, 1995 to May, 1997 as manager of North American West Coast institutional sales.  Marleau, Lemire Securities Inc. and C.M. Oliver & Co. Ltd. were broker dealers registered by the Investment Dealers Association of Canada.  In addition to being a qualified mechanical engineer, Mr. Ebert has passed the Canadian Investment Dealers Association's branch manager's exam and partners, directors and officers' exam.  Mr. Ebert acted as branch manager of C.M. Oliver & Co. Ltd. in London, England from October, 1995 to January, 1997.



Mr. Ebert is also a director of BPI Industries Inc.  BPI Industries Inc. holds oil and gas exploration rights primarily in the State of Illinois and is seeking to explore for and produce coalbed methane.  BPI Industries Inc. is listed on the TSX Venture Exchange under the symbol "BPR".



Gerald R. Tuskey



Mr. Tuskey was appointed as a director and officer of our company on October 30, 1999.  Mr. Tuskey resigned from his positions on February 29, 2000 and was then re-appointed director and officer of our company on September 12, 2003.  Gerald R. Tuskey is a corporate/securities lawyer based in Vancouver, British Columbia.  Gerry has 17 years experience in providing securities and corporate law counsel to a wide variety of domestic and international publicly traded clients.  Gerry is a former director and corporate secretary of Arawak Energy Corporation (formerly A&B Geoscience Corporation) which is a publicly listed oil and gas exploration and development company with concession interests in the Republic of Azerbaijan.  Gerry takes primary responsibility for our company's capital structuring, financing activities and corporate and regulatory filings and compliance.



Kim Allan



Ms. Allanhas extensive experience in the management and operation of a retail and wholesale undergarment business.  From 1997 to 2002 she was employed on a contract basis as General Manager of Staples Silk and Luxuries, a retail/wholesale silk undergarment business.  Ms. Allan's responsibilities included day-to-day operations including sales and customer relations.  Ms. Allan was also responsible for business support activities including stock control and ordering, product orders, shipping, customer account reconciliation and monthly bookkeeping.  In April 2003, Ms. Allan incorporated and launched her own venture  Kim Allan Silk Corp. (KAS).  Ms. Allan is not a director of any other reporting companies.



Item 10.  Executive Compensation



Compensation
has only been awarded to, earned by or paid to our Vice President, Ms. Kim Alan.
 Further, our officers and director are not accruing any compensation pursuant to any agreement with us.



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SUMMARY COMPENSATION TABLELong Term CompensationAnnual CompensationAwardsPayouts(a)(b)(c)(d)(e)(f)(g)(h)(i)Name and Principal PositionYearSalary
($)Bonus
($)Other
Annual Comp-
ensation
($)Restricted
Stock
Award(s)
($)Securities
Underlying
Option/SARs
(#)LTIP
Payouts
($)All
Other
Comp-
ensation
($)Keith A. Ebert
President, C.E.O. and Director2004
2003
2002$0.00
$0.00
$0.00$0.00
$0.00
$0.00$0.00
$0.00
$0.00$0.00
$0.00
$0.000
0
0$0.00
$0.00
$0.00$0.00
$0.00
$0.00Gerald R. Tuskey,
C.F.O., Secretary, Treasurer and Director2004
2003
2002$0.00
$0.00
$0.00$0.00
$0.00
$0.00$0.00
$0.00
$0.00$0.00
$0.00
$0.000
0
0$0.00
$0.00
$0.00$0.00
$0.00
$0.00Kim Allan,
Vice-President, Operations and Product Development2004
2003
2002$0.00
$0.00
$0.00$0.00
$0.00
$0.00$6868.00
$0.00
$0.00$0.00
$0.00
$0.000
0
0$0.00
$0.00
$0.00$0.00
$0.00
$0.00




Item 11.  Security Ownership of Certain Beneficial Owners and Management



The following table provides information regarding the beneficial ownership of our common stock as of September 30,2004 by:



*

each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock,



*

each of our directors and named executive officers, and



*

all of our directors and executive officers as a group.



|Title of Class | Name and Address
of Beneficial Owner                                             | Amount and Nature
of Beneficial Owner | Percent
of Class
|-------------- | -------------------------------------------------------------------------------- | ------------------------------------- | ----------------
|Common         | Keith Ebert
Director
Suite 2901
1201 Marinaside Crescent
Vancouver, B.C.
V6Z 2V2 | 2,500,000 shares
Direct Ownership     | 46.29%          
|Common         | Graham Crabtree
294 Heywood House
Anguilla, B.W.I.                               | 500,000 shares
Direct Ownership       | 9.25%           
|Common         | Kim Allan
2150 - 28th Street
West Vancouver, B.C.                                |                                       |                 

|       | V7V 4M3                                                               | 100,000 shares
Direct Ownership   | 1.85% 
|------ | --------------------------------------------------------------------- | --------------------------------- | ------
|Common | Management as a
Group including both executive officers and directors | 2,600,000 shares
Direct Ownership | 48.14%

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The balance of our outstanding common stock is held by 44 persons, none of whom hold 5% or more of our outstanding common stock.



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees.  Subject to community property laws, the persons or entities named in the table above have sole voting and investment power with respect to all shares indicated as beneficially owned by them.



Changes in Control.  We are not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.



Item 12.  Certain Relationships and Related Transactions



We issued 2,250,000 common shares at a deemed price of $0.001 per share to Mr. Keith Ebert on November 1, 1999.  Mr. Ebert was issued these shares in consideration for his services in organizing our company, acting as a director and officer and building our business plan.



On September 1, 2003, we issued 100,000 common shares at a deemed price of $0.25 per share to each of Kim Allan and Andrew Allan in consideration for 100% of the common shares of Kim Allan Silk Corp.  Kim Allan and Andrew Allan are related by marriage and were the sole shareholders of Kim Allan Silk Corp.  This acquisition was negotiated and closed at arm's length by management of our company.  Following our acquisition of Kim Allan Silk Corp., Ms. Kim Allan joined our company as Vice-President, Operations and Product Development.



Item 13.  Exhibits and Reports on Form 8-K.



(A)

Exhibits



|Exhibit
Number | Description                                                                                                                                                           
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation and amendments thereto, as filed with the Issuer's Form 10-SB (file no. 0-50489) filed on December 2, 2003 incorporated herein by reference.
|3.3            | Bylaws as filed with the Issuer's Form 10-SB (file no. 0-50489) on December 2, 2003 incorporated herein by reference.                                                 
|13.1           | Form 10QSB for the Period ended December 31, 2003, filed on March 23, 2004, incorporated herein by reference.                                                         
|13.2           | Form 10QSB for the Period ended March 30, 2004, filed on May 21, 2004, incorporated herein by reference.                                                              
|13.3           | Form 10QSB for the Period ended June 30, 2004, filed on August 13, 2004, incorporated herein by                                                                       

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|     | reference.                                                        
|---- | ------------------------------------------------------------------
|31.1 | Section 302 Certification by the Company's Chief Executive Officer
|31.2 | Section 302 Certification by the Company's Chief Financial Officer
|32.1 | Section 906 Certification                                         





(B)

Reports on Form 8-K



The Issuer did not file any Form 8 K's during the year ended September 30, 2004.





Item 14.  Controls and Procedures



Our C.E.O. and C.F.O. have concluded that our controls and other procedures designed to ensure that information required to be disclosed in reports that we submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms are effective, based upon their evaluation of these controls and procedures as of a date within 90 days of the filing date of this Form 10-KSB.



There were no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and weaknesses.



SIGNATURES



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



FIDELITY CAPITAL CONCEPTS LIMITED





Dated:  January 5, 2005

Per:

/s/Ronald Nelson Baird



Ronald Nelson Baird,

Chief Executive Officer, President and Director



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





/s/Ronald Nelson Baird



Ronald Nelson Baird, C.E.O., President and Director



January 5, 2005



Date



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FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Consolidated
Financial Statements

(Expressed
in U.S. Dollars)

September
30, 2004 and 2003







Index



Report
of Independent Registered Public Accounting Firm

Consolidated
Balance Sheets

Consolidated
Statements of Stockholders’ Equity



Consolidated
Statements of Operations

Consolidated
Statements of Cash Flows

Notes
to Consolidated Financial Statements



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MOORE
STEPHENS

ELLIS
FOSTER LTD.



CHARTERED
ACCOUNTANTS



1650
West 1st Avenue

Vancouver,
BC  Canada   V6J 1G1

Telephone:
 (604) 737-8117  Facsimile: (604) 714-5916



Website:
  www.ellisfoster.com









REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





To the Board of
Directors and Stockholders of



FIDELITY CAPITAL CONCEPTS LIMITED

(A development stage
company)



We have audited the
consolidated balance sheets of Fidelity Capital Concepts Limited(a
development stage company) (“the Company”) as at September 30, 2004 and 2003
and the related consolidated statements of stockholders’ equity from April 25,
2003 (inception) to September 30, 2004, and the consolidated statements of
operations and cash flows for the year ended September 30, 2004, for the period
from April 25, 2003 (inception) to September 30, 2003, and for the cumulative
period from April 25, 2003 (inception) to September 30, 2004.  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 standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
 An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.



In our opinion, these
financial statements present fairly, in all material respects, the financial
position of the Company as at September 30, 2004 and 2003 and the results of its
operations and its cash flows for the year ended September 30, 2004, the period
from April 25, 2003 (inception) to September 30, 2003 and for the cumulative
period from April 25, 2003 (inception) to September 30, 2004 in conformity with
generally accepted accounting principles in the United States of America.



The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1, realization of a major portion of
the assets is dependent upon the Company’s ability to meet its future
financing requirements, and the success of future operations.  These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  Management’s plans in regard to these matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.









“MOORE
STEPHENS ELLIS FOSTER LTD.”

Vancouver,
Canada



December
28, 2004

Chartered
Accountants



MSEFA
partnership of incorporated professionals

An
independently owned and operated member of Moore Stephens North America Inc., a
member of Moore Stephens International Limited

-
members in principal cities throughout the world





---

|FIDELITY
      CAPITAL CONCEPTS LIMITED                                          |   |                     |   |                    
|-------------------------------------------------------------------------------- | - | ------------------- | - | -------------------
|(A
      development stage company)                                              |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|Consolidated
      Balance Sheets                                                |   |                     |   |                    
|(Expressed
      in U.S. Dollars)                                                |   |                     |   |                    
|                                                                                 |   | September
      30, |   | September
      30,
|                                                                                 |   | 2004                |   | 2003               
|                                                                                 |   |                     |   |                    
|ASSETS                                                                           |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|Current
      Assets                                                             |   |                     |   |                    
|Cash                                                                             | $ | 97,853              | $ | 124,524            
|Accounts
      receivable                                                        |   | 11,644              |   | 18,856             
|Inventories                                                                      |   | 44,871              |   | 16,456             
|Total
      Current Assets                                                       |   | 154,368             |   | 159,836            
|Equipment                                                                        |   | 1,223               |   | 1,636              
|Total
      Assets                                                               | $ | 155,591             | $ | 161,472            
|                                                                                 |   |                     |   |                    
|LIABILITIES
      AND STOCKHOLDERS' EQUITY                                       |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|Liabilities                                                                      |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|Current
      Liabilities                                                        |   |                     |   |                    
|Accounts
      payable and accrued liabilities                                   | $ | 36,625              | $ | 8,759              
|Due
      to related parties                                                     |   | 20,923              |   | 28,677             
|Total
      Current Liabilities                                                  |   | 57,548              |   | 37,436             
|                                                                                 |   |                     |   |                    
|Stockholders'
      Equity                                                       |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|Capital
      Stock                                                              |   |                     |   |                    
|Authorized:                                                                      |   |                     |   |                    
|100,000,000
      common shares with a par value of $0.001                       |   |                     |   |                    
|Issued:                                                                          |   |                     |   |                    
|43,200,000
      common shares                                                   |   | 43,200              |   | 43,200             
|Additional
      paid-in capital                                                 |   | 81,995              |   | 80,554             
|Accumulated
      other comprehensive income                                     |   | (445)               |   | 80                 
|Retained
      earnings (deficit) accumulated during the development stage       |   | (26,707)            |   | 202                
|Total
      Stockholders' Equity                                                 |   | 98,043              |   | 124,036            
|Total
      Liabilities and Stockholders' Equity                                 | $ | 155,591             | $ | 161,472            
|                                                                                 |   |                     |   |                    
|                                                                                 |   |                     |   |                    
|The
      accompanying notes are an integral part of these financial statements. |   |                    

---

|FIDELITY
      CAPITAL CONCEPTS LIMITED                              |                    |                         |                  
|-------------------------------------------------------------------- | ------------------ | ----------------------- | -----------------
|(A development stage company)                                        |                    |                         |                  
|                                                                     |                    |                         |                  
|Consolidated Statements of
      Stockholders' Equity                |                    |                         |                  
|Period from April 25, 2003
      (inception) to September 30, 2004   |                    |                         |                  
|(Expressed in U.S. Dollars)                                          |                    |                         |                  
|                                                                     |                    |                         |                  
|                                                                     |                    |                         |                  
|                                                                     |                    |                         | Additional       
|                                                                     | Common
      stock | paid-in                 | Development      
|                                                                     | Shares             | Amount                  | capital          
|                                                                     |                    |                         |                  
|Initial
      capitalization as a result of acquisition              | 37,600,000         | $    37,600             | $  (37,500)      
|                                                                     |                    |                         |                  
|Recapitalization
      to effect the acquisition of Fidelity         |                    |                         |                  
|Capital
      Concepts Limited                                       | 1,600,000          | 1,600                   | (3,946)          
|                                                                     |                    |                         |                  
|Common
      shares issued for cash on September 12, 2003            |                    |                         |                  
|for
      $0.25 per share                                            | 4,000,000          | 4,000                   | 121,000          
|                                                                     |                    |                         |                  
|Imputed
      interest calculated on advances from stockholders      | -                  | -                       | 1,000            
|                                                                     |                    |                         |                  
|Comprehensive
      income (loss)                                    |                    |                         |                  
|-
      foreign currency translation adjustment                      | -                  | -                       | -                
|-
      Income from inception (April 25, 2003) to September 30, 2003 | -                  | -                       | -                
|                                                                     |                    |                         |                  
|Balance,
      September 30, 2003                                    | 43,200,000         | $
          43,200      | $
         80,554
|                                                                     |                    |                         |                  
|Imputed
      interest calculated on advances from stockholders      | -                  | $
                    - | 1,441            
|                                                                     |                    |                         |                  
|Comprehensive
      income (loss)                                    |                    |                         |                  
|-
      foreign currency translation adjustment                      | -                  | -                       | -                
|-
      net (loss) for the year                                      | -                  | -                       | -                
|                                                                     |                    |                         |                  
|Balance,
      September 30, 2004                                    | 43,200,000         | $
          43,200      | $
         81,995
|                                                                     |                    |                         |                  
|                                                                     |                    |                         |                  

The
accompanying notes are an integral part of these finanical statements

---

|FIDELITY
      CAPITAL CONCEPTS LIMITED                                          |                        |                             |                    
|-------------------------------------------------------------------------------- | ---------------------- | --------------------------- | -------------------
|(A
      development stage company)                                              |                        |                             |                    
|                                                                                 |                        |                             |                    
|Consolidated
      Statements of Operations                                      |                        |                             |                    
|(Expressed
      in U.S. Dollars)                                                |                        |                             |                    
|                                                                                 |                        |                             |                    
|                                                                                 |                        | Cumulative                  |                    
|                                                                                 |                        | from
      April 25,        |                    
|                                                                                 |                        | 2003
      (inception)      |                    
|                                                                                 | to
      September 30, |                             | September
      30,
|                                                                                 |                        | 2004                        |                    
|                                                                                 |                        |                             |                    
|Sales                                                                            |                        | $
                112,308   |                    
|                                                                                 |                        |                             |                    
|Cost of sales                                                                    |                        | 67,080                      |                    
|Gross
      profit                                                               |                        | 45,228                      |                    
|                                                                                 |                        |                             |                    
|Expenses                                                                         |                        |                             |                    
|Advertising and
      promotion                                                  |                        | 8,672                       |                    
|Automotive                                                                       |                        | 5,925                       |                    
|Bad debts                                                                        |                        | 752                         |                    
|Depreciation                                                                     |                        | 789                         |                    
|Imputed interest
      expenses                                                  |                        | 2,441                       |                    
|Interest and bank
      charges                                                  |                        | 1,540                       |                    
|Management fee                                                                   |                        | 6,868                       |                    
|Office and
      miscellaneous                                                   |                        | 21,596                      |                    
|Professional fees                                                                |                        | 11,722                      |                    
|Repairs and
      Maintenance                                                    |                        | 299                         |                    
|Sales commissions                                                                |                        | 4,672                       |                    
|Website design                                                                   |                        | 6,659                       |                    
|Total
      expenses                                                             |                        | 71,935                      |                    
|                                                                                 |                        |                             |                    
|Net loss for the period                                                          |                        | $
                 (26,707) |                    
|                                                                                 |                        |                             |                    
|Earnings (loss) per shares -
      basic and diluted                             |                        |                             |                    
|                                                                                 |                        |                             |                    
|Weighted average number of
      shares                                          |                        |                             |                    
|outstanding - basic and
      diluted                                            |                        |                             |                    
|                                                                                 |                        |                             |                    
|                                                                                 |                        |                             |                    
|The accompanying notes are an
      integral part of these finanical statements. |                        |                            

---

|FIDELITY
      CAPITAL CONCEPTS LIMITED                                         |                        |                                    |                    
|------------------------------------------------------------------------------- | ---------------------- | ---------------------------------- | -------------------
|(A
      development stage company)                                             |                        |                                    |                    
|                                                                                |                        |                                    |                    
|Consolidated
      Statements of Cash Flows                                     |                        |                                    |                    
|(Expressed
      in U.S. Dollars)                                               |                        |                                    |                    
|                                                                                |                        | Cumulative                         |                    
|                                                                                |                        | from
      April 25,               |                    
|                                                                                | 2003
      (inception) |                                    | Year
      ended   
|                                                                                | to
      September 30, |                                    | September
      30,
|                                                                                |                        | 2004                               |                    
|                                                                                |                        |                                    |                    
|Cash flows from (used in)
      operating activities                            |                        |                                    |                    
|Net income (loss) for
      the period                                          |                        | $           (26,707)               |                    
|Adjustments for items
      not involving cash                                  |                        |                                    |                    
|-depreciation                                                                   |                        | 789                                |                    
|-imputed
      interest expense                                                 |                        | 2,441                              |                    
|Changes in other
      assets and liabilities:                                  |                        |                                    |                    
|-decrease
      (increase) in accounts receivable                               |                        | (11,644)                           |                    
|-increase
      in inventory                                                    |                        | (44,871)                           |                    
|-increase
      in accounts payable and accrued liabilities                     | 36,625                 |                                    | 27,866             
|-net
      effect of the acquisition of Fidelity Capital                        |                        |                                    |                    
|Concepts
      Limited                                                          |                        | (2,346)                            |                    
|Net
      cash used in operating activities                                     |                        | (45,713)                           |                    
|                                                                                |                        |                                    |                    
|Cash flows used in investing
      activities                                   |                        |                                    |                    
|Purchase of equipment                                                           |                        | (1,925)                            |                    
|                                                                                |                        |                                    |                    
|Cash flows from (used in)
      financing activities                            |                        |                                    |                    
|Increase (decrease)
      in due to related party                               |                        | 21,023                             |                    
|Proceeds from share
      issuance                                              |                        | 125,000                            |                    
|Net
      cash provided by (used in) financing activities                       | 146,023                |                                    | (7,754)            
|                                                                                |                        |                                    |                    
|Effect of exchange rate
      changes                                           |                        | (532)                              |                    
|                                                                                |                        |                                    |                    
|Net increase (decrease) in
      cash and cash equivalents                      | 97,853                 |                                    | (26,671)           
|                                                                                |                        |                                    |                    
|Cash and cash equivalents,
      beginning of period                            |                        | -                                  |                    
|Cash
      and cash equivalents, end of period                                  |                        | $
                   97,853        |                    
|                                                                                |                        |                                    |                    
|Supplemental disclosures of
      cash flow information:                        |                        |                                    |                    
|Interest expense paid
      in cash                                             |                        | $
                     1,540       |                    
|Income taxes paid in
      cash                                                 |                        | $ 
         
                    - |                    
|                                                                                |                        |                                    |                    
|                                                                                |                        |                                    |                    
|                                                                                |                        |                                    |                    
|The accompanying notes are an
      integral part of these finanical statements |                        |                                   

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





1.

Incorporation
and Continuance of Operations

Fidelity
Capital Concepts Limited (“FCC”) was incorporated on October 29, 1999 under
the laws of the State of Nevada. FCC, a development stage enterprise, commenced
operations on September 1, 2003 in the business of selling and distribution of
undergarment fashion.

On
September 1, 2003, FCC issued 200,000 shares of common stock in exchange for all
of the issued and outstanding shares of Kim Allan Silk Corp. (“KAS”), a
private company involved in the undergarment fashion industry. KAS was
incorporated on April 25, 2003 in British Columbia, Canada.  The
acquisition was accounted for as recapitalization of KAS because the
shareholders of KAS controlled FCC after the acquisition with the shareholders
of FCC continuing only as passive investors. KAS was treated as the acquiring
entity for accounting purposes and FCC was the surviving entity for legal
purposes. The combined company is considered to be a continuation of the
operations of KAS. The Company has an office in Vancouver, Canada.

These
consolidated financial statements presented are those of FCC and its
wholly-owned subsidiary Kim Allan Silk Corp. (“KAS”). Collectively, they are
referred to herein as "the Company".

These
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America
applicable to a going concern, which contemplates the realization of assets and
the satisfaction of liabilities and commitments in the normal course of
business. The Company has an accumulated net loss of $26,707 and requires
additional funds to maintain its operations. Management's plans in this regard
are to raise equity financing as required and ultimately, achieve profitable
operations.

2.

Significant
Accounting Policies



(a)

Principles
of Consolidation



The
consolidated financial statements include accounts of the Company and its
wholly-owned subsidiary KAS. All significant inter-company balances and
transactions have been eliminated.

(b)

Accounting
Estimates

The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates and
assumptions.

(c)

Cash
and Cash Equivalents

Cash
equivalents comprise certain highly liquid instruments with a maturity of three
months or less when purchased. As at September 30, 2004 and 2003, cash and cash
equivalents consist of cash only.

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(d)

Inventories

Inventories,
which consist of undergarments held for resale, is valued at the lower of cost
and net realizable value.  Cost is determined on a first in, first out
basis (“FIFO”).  Net realizable value is determined on retail price
less estimated selling costs.



(e)

Equipment



Equipment
is recorded at historical cost and depreciation is calculated at 30% using the
declining balance method.



Equipment
is reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset (asset group) may not be recoverable. An
impairment loss would be recognized when the carrying amount of an asset exceeds
the estimated undiscounted future cash flow expected to result from the use of
the asset and its eventual disposition. The amount of the impairment loss to be
recorded is calculated by the excess of the assets’ carrying value over its
fair value. Fair value is generally determined using a discounted cash flow
analysis.  There were no impairment adjustments recognized in 2004 and
2003.



(f)

Shipping
Income and Expenses



The
Company classifies amounts billed to customers for shipping fees as revenues,
and classifies costs related to shipping as cost of sales in the accompanying
consolidated statements of operations.



(g)

Revenue
Recognition



Sales
revenue is recognized when persuasive evidence of an arrangement exists, the
price is fixed and final, delivery has occurred and there is reasonable
assurance of collection of the sales proceeds.  The provisions for
discounts and returns are recorded in the same period as the related revenues
are recorded.



(h)

Advertising



The
Company expenses advertising expenses as incurred. The Company incurred $6,712
and $1,960 advertising expenses for the fiscal year ended September 30, 2004 and
period from April 25, 2003 (inception) to September 30, 2003, respectively.

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(i)

Foreign
Currency Transactions and Translations

The
parent Company and KAS maintain their accounting records in their functional
currencies (U.S. dollar and Canadian dollars, respectively). They translate
foreign currency transactions into its functional currency in the following
manner:

At
the transaction date, each asset, liability, revenue and expense denominated in
foreign currency is translated into its functional currency by the use of the
exchange rate in effect at that date.  At the period end, monetary assets
and liabilities are remeasured by using the exchange rate in effect at that
date.  The resulting foreign exchange gains and losses are included in
operations.

Assets
and liabilities of the wholly owned subsidiary are translated into U.S. dollars
at exchange rates in effect at the balance sheet date. Revenue and expenses are
translated at average exchange rate.  Gain and losses from such
translations are included in the stockholders’ equity as a component of other
comprehensive income.

(j)

Fair
Value of Financial Instruments

Fair
value of financial instruments is made at a specific point in time, based on
relevant information about financial markets and specific financial instruments.
 As these estimates are subjective in nature, involving uncertainties and
matters of significant judgement, they cannot be determined with precision.
 Changes in assumptions can significantly affect estimated fair values.

The
carrying value of cash, accounts receivable, accounts payable and accrued
liabilities and due to related party approximate their fair value because of the
short-term nature of these instruments.  Management is of the opinion that
the Company is not exposed to significant interest or credit risks arising from
these financial instruments. The Company operates outside the United States of
America, which may give rise to significant foreign currency risks from
fluctuations and the degree of volatility of foreign exchange rates between U.S
dollars and Canadian dollars.

(k)

Income
Taxes

The
Company has adopted Statement of Financial Accounting Standards ("SFAS")
No. 109, "Accounting for Income Taxes", which requires the
Company to recognize deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's financial
statements or tax  returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statements and tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(l)

Accounting
for Derivative Instruments and Hedging Activities

The
Company has adopted the Statement of Financial Accounting Standards No. 133 (SFAS
133), “Accounting for Derivative Instruments and Hedging Activities”,
which requires companies to recognize all derivatives contracts as either assets
or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk
or (ii) the earnings effect of the hedged forecasted transaction. For a
derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.

The
Company has not entered into derivative contracts either to hedge existing risks
or for speculative purposes. The adoption of the statement does not have an
impact on the Company’s financial statements.

(m)

Intangible
Assets

The
Company has adopted the Statement of Financial Accounting Standards No. 142 (SFAS
142), “Goodwill and Other Intangible Assets”, which requires that
goodwill and intangible assets with indefinite life are not amortized but rather
tested at least annually for impairment. Intangible assets with a definite life
are required to be amortized over its useful life or its estimated useful life.

The
Company does not have any goodwill, nor intangible assets with indefinite or
definite life since inception.

(n)

Comprehensive
Income

The
Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS
130), “Reporting Comprehensive Income”, which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. The Company is disclosing this information on its
Statement of Stockholders' Equity.  Comprehensive income comprises equity
except those resulting from investments by owners and distributions to owners.

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(o)

Stock-Based
Compensation

The
Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-based
Compensation”. SFAS 123 encourages, but does not require, companies to
adopt a fair value based method for determining expense related to stock-based
compensation. The Company accounts for stock-based compensation issued to
employees and directors using the intrinsic value method as prescribed under
Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees” and related interpretations.

The
Company did not grant any stock options during the fiscal period 2004 and 2003.

(p)

Earnings
Per Share

Basic
earnings per share is computed using the weighted average number of shares
outstanding during the period. The Company has adopted SFAS No. 128, “Earnings
Per Share”.  Diluted earnings per share is equivalent to basic
earnings per share because there are no dilutive securities.

(q)

New
Accounting Pronouncements

In
December 2003, the FASB issued SFAS No. 132(R), a revision to SFAS No. 132, “Employers’
Disclosure about Pensions and Other Post-Retirement Benefits.”  SFAS
No. 132(R) requires additional disclosures about the assets, obligations, cash
flows and net periodic benefit cost of defined benefit pension plans and other
defined benefit post-retirement plans.  SFAS No. 132(R) is effective for
financial statements with fiscal years ending after December 15, 2003, with the
exception of disclosure requirements related to foreign plans and estimated
future benefit payments which are effective for fiscal years ending after June
15, 2004.  The adoption of SFAS 132(R) does not have an impact on the
Company’s financial position or results of operations.

In
a December 11, 2003 speech at the American Institute of Certified Public
Accountants the Securities and Exchange Commission (“SEC”) expressed the
opinion that rate-lock commitments represent written put options, and therefore
should be valued as a liability.  The SEC expressed that they expect
registrants to disclose the effect on the financial statement of recognizing the
rate-lock commitments as written put options, for quarters commencing after
March 15, 2004.  Additionally, the SEC recently issued Staff Accounting
Bulletin (SAB) No. 105. SAB No. 105 clarifies the SEC’s position that the
inclusion of cash flows from servicing or ancillary income in the determination
of the fair value of interest rate lock commitments is not appropriate. The
adoption of SAB No. 105 does  not have an impact on the Company’s
financial statements.

---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





2.

Significant
Accounting Policies(continued)

(q)

New
Accounting Pronouncements  (continued)

In
November 2004, the FASB issued SFAS No. 151, “Inventory Costs–an amendment
of ARB No. 43, Chapter 4”, which is the result of the FASB’s project to
reduce differences between U.S. and international accounting standards. SFAS No.
151 requires idle facility costs, abnormal freight, handling costs, and amounts
of wasted materials (spoilage) be treated as current-period costs. Under this
concept, if the costs associated with the actual level of spoilage or production
defects are greater than the costs associated with the range of normal spoilage
or defects, the difference would be charged to current-period expense, not
included in inventory costs. SFAS No. 151 will be effective for inventory costs
incurred during fiscal years beginning after June 15, 2005.  The adoption
of SFAS No. 151 will not have a material impact on the Company’s financial
statements.



In
December 2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based
Compensation". SFAS 123(R) establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. This Statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions.
SFAS 123(R) requires that the fair value of such equity instruments be
recognized as expense in the historical financial statements as services are
performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair
value were required. SFAS 123(R) shall be effective for the Company as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005. The adoption of this new accounting pronouncement will not
have a material impact on the Company’s financial statements.

3.

Equipment



2004
      
      2003Cost
      Accumulated
        Depreciation
      Net
      Book
        Value
      
      Net
      Book
        Value$           
        2,055
      $           
        832
      $            
        1,223
      
      $            
        1,636












---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





4.

Income
Taxes

At
September 30, 2004, the Company has estimated net operating losses carried
forward, for tax purposes, totalling approximately $22,700, which may be applied
against future taxable income.  The potential tax benefits arising from
these losses have not been recorded in the financial statements.  The
Company evaluates its valuation allowance requirements on an annual basis based
on projected future operations.  When circumstances change and this causes
a change in the management’s judgement about the realizability of deferred tax
assets, the impact of the change on the valuation allowance is generally
reflected in current income.  The net operating losses carried forward will
begin to expire in year 2014.

The
tax effects of temporary differences that give rise to the Company’s deferred
tax asset (liability) are as follows:

Year
      ended September 30,2004
    
    2003Loss
      carryforwards
    
    
    
    $
           7,900
    
    $
                   -Valuation
      allowance
    
    
    
    (7,900)
    
    -$
                   -
    
    $
                   -




5.

Related
Party Transactions

Due
to related party consists of advances from stockholders which is non-interest
bearing with no stated terms of repayment.  The Company recorded imputed
interest of $1,441, and $2,441 at an interest rate of 6% per annum,
approximately equal to the Company’s current incremental borrowing rate, on
the amounts due to related party for the year ended September 30, 2004 and
period from April 25, 2003 (inception) to September 30, 2003, respectively.

The
Company paid $6,868 (2003: $nil) in management fees to a shareholder of the
Company.



---

FIDELITY
CAPITAL CONCEPTS LIMITED

(A
development stage company)



Notes
to Consolidated Financial Statements

September
30, 2004 and 2003

(Expressed
in U.S. Dollars)





6.

Subsequent
Events



On
October 8, 2004, the Company issued seven additional shares for each common
share outstanding resulting in the Company having 43,200,000 Common shares
issued and outstanding.  All shares and per share amounts have been
retroactively adjusted to reflect the stock split.



In
November 2004, the Company entered into a share exchange agreement with the
shareholders of id Confirm Inc. of Denver, Colorado ("IDC") to acquire
100% of the issued voting shares of IDC in exchange for 26,000,000 common voting
shares of the Company. The share consideration to be paid by the Company to the
IDC shareholders will represent 37.2% controlling interest of the issued voting
equity of the Company on a fully diluted basis following closing.  The
Company subsequently changed its name to id Confirm Inc.



In
December 2004, the Company entered into a Letter of Intent with an arm’s
length group of companies to create a new generation of mobile biometric
identity devices for IDC’s exclusive use.