---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 20-F

(Mark One)

 ̈ Registration statement
  pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or

x Annual Report pursuant
  to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal
  year ended March 31, 2004 or

 ̈ Transition Report
  pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [No fee
  required]

For the transition period from___________________ to __________________
  Commission file number0-30858

NETTRON.COM, INC.
  (Exact name of registrant as specified in its charter)

Province of Alberta, Canada
  (Jurisdiction of incorporation or organization)

#208  828 Harbourside Drive, North Vancouver, British
  Columbia, Canada V5Z 4B5
  (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (604)
  904-8481

Securities registered or to be registered pursuant to Section
  12(b) of the Act.

|Title of each class |  | Name of each exchange on which registered
|------------------- |  | -----------------------------------------
|None                |  | TSX Venture Exchange (TSX-V)             

Securities registered or to be registered pursuant to Section
  12(g) of the Act:

Common Shares, no par value
  (Title of Class)

i

---

Securities for which there is a reporting obligation pursuant
  to Section 15(d) of the Act:

None
  (Title of Class)

Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common shares at March 31, 2003 6,435,374 .

Indicate by check mark whether the Registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the Registrant was required to file such reports), and (2) has been subject
  to such filing requirements for the past 90 days.
  Yes x No  ̈

Indicate by check mark which financial statement item the Registrant
  has elected to follow. Item 17 x Item
  18  ̈ .

Unless otherwise indicated, all references herein are expressed
  in Canadian dollars and United States currency is stated as "U.S.$__________
  ."

THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH
  PREVIOUSLY FILED FORMS 20-F TOGETHER WITH ANY AMENDMENTS. THE AUDITED FINANCIAL
  STATEMENTS AND NOTES HERETO ATTACHED AS EXHIBITS ARE AN INTEGRAL PART OF THIS
  SUBMISSION.

ii

---

Nettron.Com, Inc.

ITEM 1.     IDENTITY OF DIRECTORS,
  SENIOR MANAGEMENT AND ADVISERS

See Item 6 herein.

ITEM 2.     OFFER STATISTICS AND
  EXPECTED TIMETABLE

Not applicable.

ITEM 3.     KEY INFORMATION

A.Selected financial
  data.

The following selected financial data has been extracted from
  the consolidated financial statements for the last five years prepared pursuant
  to Canadian generally accepted accounting principles ("GAAP") and includes the
  accounts of the Company and its wholly owned subsidiary Nettron Media Group
  ("NMG"). Effective March 24, 2004 the Company disposed of its interest in the
  wholly-owned subsidiary, NMG. The comparative financial results of NMG for the
  year ended March 31, 2004 have been segregated and presented as discontinued
  operations on the Statements of Operations and Deficit and Cash Flows in the
  consolidated financial statements. Effective January 1, 2001 the Company disposed
  of its interest in two wholly-owned subsidiaries, Bikestar Rentals Inc. ("Bikestar")
  and Arizona Outback Adventures, LLC ("Arizona Outback"). The comparative financial
  results of Bikestar and Arizona Outback from the date of acquisition have been
  segregated and presented as discontinued operations on the Statements of Operations
  and Deficit and Cash Flows in the consolidated financial statements. The assets
  and liabilities of Bikestar and Arizona Outback for periods prior to disposition
  have not been segregated in the consolidated Balance Sheets. All significant
  inter-company transactions and balances have been eliminated on consolidation.
  For comparative purposes this selected financial data for the years ended March
  31, 2000, 2001, 2002, 2003 and 2004 is also presented as though it were prepared
  under United States GAAP. A reconciliation of differences between Canadian and
  United States GAAP can be found in Note 10 to the Company's March 31, 2004 consolidated
  financial statements.

1

---

Nettron.Com, Inc.Selected Financial Data(Expressed in Canadian Dollars)

|                                   |   | March 31, |  |   | March 31, |   |   | March 31, |  |   | March 31, |  |   | March 31,
|---------------------------------- | - | --------- |  | - | --------- | - | - | --------- |  | - | --------- |  | - | ---------
|                                   |   | 2004      |  |   | 2003      |   |   | 2002      |  |   | 2001      |  |   | 2000     
|                                   |   | 12 Months |  |   | 12 Months |   |   | 12 Months |  |   | 12 Months |  |   | 12 Months
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Net Operating Revenues per         | $ | 0         |  | $ | 0         |   | $ | 0         |  | $ | 0         |  | $ | 0        
|Canadian and U.S. GAAP             |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) from operations      | $ | 24,932    |  | $ | (81,637   | ) | $ | 123,144   |  | $ | 1,376,165 |  | $ | 630,451  
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Canadian GAAP                      |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) from operations      | $ | 24,932    |  | $ | (81,637   | ) | $ | 123,144   |  | $ | 1,550,594 |  | $ | 749,279  
|U.S. GAAP                          |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) from continued       | $ | 25,885    |  | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,308,481 |  | $ | 644,560  
|operations per Canadian GAAP       |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) from discontinued    | $ | 25,885    |  | $ | (82,433   | ) | $ | 0         |  | $ | 268,605   |  | $ | 245,354  
|operations per Canadian GAAP       |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Net (Income) loss per Canadian     | $ | 23,647    |  | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,577,086 |  | $ | 889,914  
|GAAP                               |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss from continued operations per | $ | 23,674    |  | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,482,910 |  | $ | 763,388  
|U.S. GAAP                          |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss from discontinued operations  | $ | 0         |  | $ | 0         |   | $ | 0         |  | $ | 518,284   |  | $ | 322,178  
|per U.S. GAAP                      |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Net loss per U.S. GAAP             | $ | 23,647    |  | $ | (82,433   | ) | $ | 136,885   |  | $ | 2,001,194 |  | $ | 1,085,566
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) per share from       | $ | 0         |  | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.21      |  | $ | 0.14     
|continued operations, Canadian     |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|GAAP                               |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss per share from discontinued   | $ | 0         |  | $ | 0         |   | $ | 0.00      |  | $ | 0.04      |  | $ | 0.06     
|operations, Canadian GAAP          |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) per share after      | $ | 0         |  | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.25      |  | $ | 0.20     
|discontinued operations,           |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Canadian GAAP                      |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) per share from       | $ | 0         |  | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.25      |  | $ | 0.18     
|continued operations, U.S. GAAP    |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) per share from       | $ | 0         |  | $ | 0         |   | $ | 0.00      |  | $ | 0.09      |  | $ | 0.08     
|discontinued operations, U.S.      |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|GAAP                               |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Loss (Income) per share after      | $ | 0         |  | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.34      |  | $ | 0.26     
|discontinued operations, U.S.      |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|GAAP                               |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Share capital per Canadian GAAP    | $ | 2,999,420 |  | $ | 2,999,420 |   | $ | 2,999,420 |  | $ | 2,999,420 |  | $ | 2,395,019
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Share capital per U.S. GAAP        | $ | 2,999,420 |  | $ | 3,383,540 |   | $ | 3,383,540 |  | $ | 3,383,540 |  | $ | 2,779,139
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Common shares issued               |   | 6,435,374 |  |   | 6,435,374 |   |   | 6,435,374 |  |   | 6,715,374 |  |   | 5,957,740
|                                   |   |           |  |   |           |   |   |           |  |   |           |  |   |          
|Weighted average shares            |   | 6,447,041 |  |   | 6,447,041 |   |   | 6,447,041 |  |   | 6,184,074 |  |   | 4,519,429
|outstanding per Canadian GAAP      |   |           |  |   |           |   |   |           |  |   |           |  |   |          

2

---

|Weighted average shares               |   | 6,447,041 |  |   | 6,447,041 |   |   | 6,447,041 |   |   | 5,904,074 |   |   | 4,239,429
|------------------------------------- | - | --------- |  | - | --------- | - | - | --------- | - | - | --------- | - | - | ---------
|outstanding per U.S. GAAP             |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Total Assets per Canadian GAAP        | $ | 2,059     |  | $ | 18,866    |   | $ | 24,527    |   | $ | 176,993   |   | $ | 1,144,865
|Total Assets per U.S. GAAP            | $ | 2,059     |  | $ | 18,866    |   | $ | 24,527    |   | $ | 176,993   |   | $ | 1,394,544
|Net assets (liabilities) per Canadian | $ | 192,256   |  | $ | (168,609  | ) | $ | (251,042  | ) | $ | (114,157  | ) | $ | 859,402  
|GAAP                                  |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Net assets (liabilities) per U.S.     | $ | 192,256   |  | $ | (168,609  | ) | $ | (251,042  | ) | $ | (114,157  | ) | $ | 1,108,207
|GAAP                                  |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Convertible debentures (current       | $ | 0         |  | $ | 0         |   | $ | 0         |   | $ | 0         |   | $ | 155,000  
|and long term portions) per U.S.      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|GAAP )                                |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Cash Dividends Declared per           | $ | 0         |  | $ | 0         |   | $ | 0         |   | $ | 0         |   | $ | 0        
|Common Shares, Canadian and           |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|U.S. GAAP                             |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Exchange Rates (Cdn$ to U.S.$)        | $ | 0.7393    |  | $ | 0.6797    |   | $ | 0.6388    |   | $ | 0.6650    |   | $ | 0.6801   
|Period Average                        |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Exchange Rates (CDN$ to U.S.$)        |   | Period    |  |   | Period    |   |   |           |   |   |           |   |   |          
|for six most recent months            |   | High      |  |   | Low       |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|January 2004                          | $ | 0.7879    |  | $ | 0.7472    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|February 2004                         | $ | 0.7632    |  | $ | 0.7440    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|March 2004                            | $ | 0.7646    |  | $ | 0.7421    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|April 2004                            | $ | 0.7638    |  | $ | 0.7296    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|May 2004                              | $ | 0.7365    |  | $ | 0.7159    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|June 2004                             | $ | 0.7460    |  | $ | 0.7261    |   |   |           |   |   |           |   |   |          
|                                      |   |           |  |   |           |   |   |           |   |   |           |   |   |          
|Exchange Rate (CDN$ to U.S.$)         | $ | 0.7556    |  |   |           |   |   |           |   |   |           |   |   |          
|July 15, 2004                         |   |           |  |   |           |   |   |           |   |   |           |   |   |          

*** As stated above, the selected financial data has been restated to present
  the comparative financial results of Bikestar and Arizona Outback from the date
  of acquisition (June 30, 1998) as discontinued operations. The assets and liabilities
  of Bikestar and Arizona Outback for the periods prior to disposition (January
  1, 2001) have not been segregated.

B.     Capitalization and Indebtedness

Not Applicable

C.      Reasons For The Offer And Use Of Proceeds

Not Applicable

D.Risk factors.

3

---

The business of the Company entails significant risks,
  and an investment in the securities of the Company should be considered highly
  speculative. An investment in the securities of the Company should only be undertaken
  by persons who have sufficient financial resources to enable them to assume
  such risks. The following is a general description of all material risks, which
  can adversely affect the business and in turn the financial results, ultimately
  affecting the value of an investment the Company.

We Have A History Of Operating Losses And We May Have
  Operating Losses And A Negative Cash Flow In the Future

There can be no assurance that the Company will be successful
  in addressing these risks, and a failure to do so could have a material adverse
  effect on the Company's business, financial condition and results of operations.

We Need Additional Financing To Meet Our Current And
  Future Capital Needs And We May Not Be Able To Secure That Financing

Since inception, the Company has experienced negative cash
  flow from operations and can expect to continue to experience significant negative
  cash flow from operations for the foreseeable future. To date, the accumulated
  operating losses have been funded through third party financing. The Company
  will be required to raise additional funds in the future if the operating losses
  continue, as expected, for the foreseeable future. The Company has a significant
  working capital deficit and is dependent upon the financial support of shareholders,
  directors and officers to sustain the limited daily operations of the Company.
  In addition, it will need to generate revenues or additional financing to cover
  the costs of entering new markets. If additional funds are raised through the
  issuance of equity securities, shareholders may experience significant dilution.
  Furthermore, there can be no assurance that additional financing will be available
  when needed or if available, that such financing will include terms favorable
  to shareholders or the Company. The Company may be forced to seek alternate
  forms of gainful enterprise to secure the necessary financing to continue. Any
  or all of these factors could have a material adverse effect on the Company's
  business, financial condition and results of operations.

Our Auditors Have Indicated That U.S. Reporting Standards
  Would Require Them To Raise A Concern About The Company's Ability To Continue
  As A Going Concern

Applicable U.S. generally accepted auditing standards would
  have required the Company's auditors to include an explanatory paragraph in
  their Auditors' Report on the March 31, 2004 consolidated financial statements
  stating that existing conditions raise substantial doubt about the Company's
  ability to continue as a going concern. This doubt is due to the fact that the
  Company has accumulated significant losses to March 31, 2004 and there can be
  no assurance that management's plans to generate funds for operations will be
  successful in the future. Under Canadian auditing standards no such reference
  to going concern is permitted in the audit opinion.

4

---

Our Former Auditors Have Not Been Consulted With Regard
  to Preparation Of This Form 20-F Filing

Our former auditors have resigned and have been replaced by
  the current auditors. Due to the Company's restricted working capital we are
  not able to retain the former auditors for their review of this document or
  for their review of their Audit Opinions issued without reservation on August
  27, 2002 for the year ended March 31, 2002; August 8, 2001 for the year ended
  March 31, 2001; May 12, 2000 for the year ended March 31, 2000 and June 4, 1999
  for the year ended March 31, 1999. Management is of the opinion that the fees
  requested by the former auditors for this work were excessive. Our current auditors
  have issued their Audit Opinion dated July 15, 2004, without reservation, for
  the year ended March 31, 2004; and dated August 12, 2003, without reservation,
  for the March 31, 2003 year-end.

We Have Only Limited Experience As A Public Reporting
  Company Which May Place Significant Demands On Our Operations

The Company has limited experience with U.S. public company
  reporting obligations and responding to these obligations could place substantial
  demands on management. We anticipate that these increased demands will require
  further expenditures to train Company personnel and to retain appropriate professional
  services. To the extent these expenditures precede or are not subsequently followed
  by revenues, the Company's business, financial condition and results of operations
  could be materially and adversely affected.

The Company's Inability To Attract And Retain New Personnel
  Could Inhibit Our Ability To Grow Or Maintain Our Operations

The Company's success also depends upon its ability to attract
  and retain additional highly qualified management. The process of locating and
  hiring such personnel with the combination of skills and attributes required
  to carry out the strategy is often lengthy and in the current economic and Internet
  environments, personnel change jobs more quickly than in past periods. The loss
  of the services of key personnel or the inability to attract additional qualified
  personnel as their replacements could have a material adverse effect on the
  Company's business, financial condition and results of operations.

There Is Only A Limited Market For Our Common Shares

Although the common shares of the Company trade on the TSX
  Venture Exchange (TSX-V) and on the OTC Bulletin Board in the United States,
  there is no assurance that a liquid market for the common shares of the Company
  in the United States will be developed or sustained. The lack of a liquid market
  in the United States for the common shares of the Company could have a negative
  impact on the ability of investors to buy and sell the common shares of the
  Company and on the value of such shares.

5

---

The Price Of Our Common Shares May Be Volatile Which
  Could Result In Substantial Losses For Individual Shareholders

The trading price of the common shares is likely to be highly
  volatile and could be subject to wide fluctuations in response to many factors,
  such as the actual or anticipated variations in the Company's quarterly operating
  results and announcements of technological innovations and announcements by
  the Company or its competitors of significant acquisitions, strategic partnerships,
  joint ventures or capital commitments or the introduction of new services by
  the Company, all of which are in our control and will exist throughout the life
  of the Company. In addition, changes in financial estimates, long-term conditions
  or trends, all of which are conditions beyond the Company's control and may
  have an impact on our common share pricing in the near and long term.

Further, the stock markets in general have experienced extreme
  price and volume fluctuations that have often been unrelated or disproportionate
  to the operating performance of such companies. The trading prices of many technology
  companies' stocks reflect valuations substantially above traditional valuation
  levels. There can be no assurance that these trading prices and valuations will
  be sustained and these broad market and industry factors may materially and
  adversely affect the market price of the common shares regardless of the Company's
  operating performance.

ITEM 4.      INFORMATION ON THE
  COMPANY

A.History
  and development of the Company.

Nettron.com, Inc. (the "Company"), was incorporated as 681673
  Alberta Ltd. by a Certificate of Incorporation issued pursuant to the provisions
  of the Business Corporations Act (Alberta) on January 19, 1996. The Certificate
  of Incorporation of the Company was amended by a Certificate of Amendment issued
  on March 13, 1996 to change the name of the Company to Ironclad Systems Inc.

The registered and records office of the Company is located
  at 3100, 324  8th Avenue S.W., Calgary, Alberta, T2P 2Z2 and the Company's
  principal executive offices are located at #208  828 Harbourside Drive,
  North Vancouver, British Columbia V7P 3R9, telephone 888-602-2453.

From June 1998 through December 2000, the Company operated
  Arizona-based adventure tours that ranged from guided hiking and bike tours
  to multi-day adventure Eco-tours in the Grand Canyon through Arizona Outback
  and a bicycle rental business through hotels in Canada and the U.S through Bikestar.
  Combined revenues (included in discontinued operations) from these activities
  were $419,486 in the year ended March 31, 2001. The tour and bicycle rental
  operations were sold effective January 1, 2001. The comparative financial results
  of Arizona Outback and Bikestar from the date of acquisition have been segregated
  and presented as discontinued operations.

During 1999, the Company identified the Internet as a preferred
  platform to meet its global consumer and business strategy. Nettron Media Group
  Inc. ("NMG"), a wholly owned

6

---

subsidiary, was formed to become a marketing enterprise that
  will focus on continually developing products and services that can be marketed
  concurrently through the Internet "cyberworld" and the traditional point of
  sale, telecommunications, voicemail and "bricks and mortar" business channels.
  To date, the Company has not recognized any revenues from the dating system,
  has not been profitable and has incurred accumulated losses from the dating
  system. Effective March 24, 2004 the Company disposed of its interest in the
  wholly-owned subsidiary, NMG.

On October 23, 1996, the Company completed a public offering
  and its common shares commenced trading as a junior capital pool company on
  the Alberta Stock Exchange (which subsequently became part of TSX-V, the TSX
  Venture Exchange, Inc.). In connection with that offering, the Company filed
  a Certificate of Amendment dated August 19, 1996 to remove certain technical
  restrictions applicable only to privately held entities.

On June 30, 1998, the Company completed the acquisition of
  100% of the issued and outstanding common and preferred share capital of Good
  Times Roll Bicycle Rentals Inc., making it a wholly owned subsidiary of the
  Company, in exchange for the issuance of 427,296 common shares of the Company
  and, as a condition of the acquisition, the execution of an assumption agreement
  among the Company, the acquired entity and its creditors, whereby the Company
  assumed a total of $400,000 in debt owed by Good Times Roll Bicycle Rentals,
  Inc. and settled the debt by the issuance of 160,000 common shares and $200,000
  of convertible debentures to the former Good Times Roll Bicycle Rentals Inc.
  creditors. Good Times Roll Bicycle Rentals, Inc., which had been operating a
  bicycle rental business through hotels in both Canada and the United States,
  was incorporated on June 15, 1994 under the Company Act (British Columbia).
  On October 28, 1999, Good Times Roll Bicycle Rentals, Inc. changed its name
  to Bikestar Rentals Inc. ("Bikestar") pursuant to a Certificate of Amendment.
  For ease of reference, this former subsidiary is referred to by its current
  corporate name throughout this annual report.

On June 30, 1998, the Company acquired 100% of the share capital
  of Arizona Outback Adventures LLC ("Arizona Outback"), making it a wholly owned
  subsidiary of the Company, for $1 plus the assumption of $9,054 in net liabilities.
  This subsidiary operated in Arizona and offered adventure tours that ranged
  from guided hiking and biking tours to multiple-day adventure Eco-tours to the
  Grand Canyon. Arizona Outback was organized as an Arizona limited liability
  company on April 13, 1996.

On June 30, 1998, while its business was focused on recreational
  activities, the Company filed a Certificate of Amendment and changed its name
  to Bikestar Inc.

On May 8, 1999, the Company incorporated NMG, as a wholly
  owned subsidiary of the Company, under the laws of the State of Texas. NMG was
  formed as the Internet marketing entity for all the Company's products and it
  is now focused on the Cupid's Web activities.

On July 8, 1999, the Company changed its name to AdventurX.Com,
  Inc. but due to confusion with a company of similar name, the Company changed
  its name from AdventurX.Com to Nettron.Com, Inc. pursuant to a Certificate of
  Amendment dated September 28, 1999.

7

---

The Company also consolidated its common shares on a basis
  of one new share for each five old shares on August 24, 1999. Unless otherwise
  noted, all references in this document to the number of shares are stated on
  a post consolidation basis. Per share amounts have also been restated for the
  share consolidation.

On January 1, 2001, the Company disposed of all of the issued
  and outstanding capital stock of Arizona Outback and Bikestar. Total proceeds
  on the sale to a single purchaser were approximately $132,380, with $23,024
  in cash received on closing and the balance of $109,356 representing the assumption
  of certain debt and payables by the purchaser. As a condition of the disposal,
  the Company was required to cancel the 280,000 common shares that were held
  in escrow under the Second Escrow Agreement (Note 4(b) of the March 31, 2002
  audited financial statements). These escrow shares were cancelled on April 10,
  2001

On July 7, 2000, the Company announced that it had signed
  an agreement in principle to purchase a 100% interest in a group of companies
  that operate the "The Right One" and "Together" dating service master franchises
  worldwide. At that time there were 70 franchise operations under these master
  franchises, all in the United States. If the transaction were completed, the
  Company would acquire the master franchises, 14 of the existing franchise operations
  (with the right to develop further franchises) and a 100% interest in each of
  Single File Magazine, Eight Friends Out dating service, and three dating websites
  (collectively, the "Together Group"). The Company would thus be allowed to act
  as the master franchisor with respect to the expansion of the franchising operations
  and would also hold 14 of the existing franchise operations as the franchisee.
  As a result, it would be in a position to develop further franchises or, in
  the alternative, to focus only on the existing franchises.

The acquisition was valued at approximately US$17.5 million
  and was to be satisfied by a combination of the payment of cash, issuance of
  common shares and debt, and the assumption of certain debts of the Together
  Group. The acquisition would have given Nettron a significant cash flow as well
  as provided the tools necessary for rapid growth in the dating industry by joining
  the online services of Company's Cupid's Web operations with the ground based
  operations of the Together Group. The Company has born all costs involved in
  developing the necessary framework for the acquisition including legal and accounting
  professional fees, corporate finance and consulting fees and management time.

From June until late December 2000 the Company focused on
  developing a strategy to implement the acquisition and to plan for the integration
  of the Company's operations with those of the Together Group. Simultaneously,
  management attempted to grow Cupid's Web, negotiate the necessary financing
  to fund the Together Group acquisition, and to secure all necessary regulatory
  approvals of the acquisition including the onerous requirements of the TSX Venture
  Exchange which had deemed the acquisition a "Change of Business" of the Company.

Due to general weakness in equity markets in the last quarter
  of calendar 2000 and all of calendar 2001, the Company witnessed a severe drop
  in interest in the "dot com" world and in equity financings in general for emerging
  growth companies. Nettron was caught precisely in the middle of this market
  meltdown.

8

---

Many attempts were made to renegotiate the terms of the Together
  Group acquisition but to date Nettron's efforts to conclude the acquisition
  have been unsuccessful. While Nettron remains interested in an arrangement with
  the Together Group, the Company announced on February 18, 2002 that the transaction
  originally disclosed July 6, 2000 was effectively terminated.

B.Business
  overview.

Effective March 24, 2004 the Company disposed of its interest
  in the wholly-owned subsidiary, NMG. At this time the Company has no active
  business undertaking.

The Company has been exploring business opportunities that
  might allow the Company to restart commercial operations

The Company's auditors have expressed doubt about the Company's
  ability to continue as a going concern if these revenue and business plans are
  not achieved.

C.Organizational
  structure.

The following chart sets forth the corporate structure and
  reflects the historical changes in the corporate names of the various entities.
  Effective March 24, 2004 the Company is part of no other group, nor does it
  have any subsidiaries.




D.Property, plants and equipment.

The Company's head office and principal facility, which is
  leased from Dockside Ventures Inc., is located at #208  828 Harbourside
  Drive, North Vancouver, British Columbia V7P 3R9.The lease is month-to-month
  with no fixed term and the monthly rent is currently $375. The lease covers
  approximately 1,000 square feet and, if required, can be expanded to 2,000 square
  feet at this location.

The Company's wholly owned subsidiary NMG, previously operated
  from leased premises in

9

---

Houston, Texas, USA. The lease for these premises expired
  in June 2001 and was not renewed.

ITEM 5.      OPERATING AND FINANCIAL
  REVIEW AND PROSPECTS

The following discussion and analysis should be read in
  conjunction with the financial statements and notes thereto included herein
  (see also "Selected Financial Data"). The consolidated financial statements
  have been prepared in accordance with Canadian GAAP. Refer Note 10 to the financial
  statements for a reconciliation of certain amounts to U.S. GAAP under Item 17.
  The primary differences between the Canadian and U.S. GAAP loss for the year
  are the inclusion of stock option compensation and a revised goodwill base under
  U.S. GAAP.

Overview

The Company is in its early stages as an operating company,
  having first begun revenue-generating activities after the June 30, 1998 acquisition
  of Bikestar, a bike rental company, and Arizona Outback, an adventure tour company.
  Together these companies offered the Company's recreational activities and for
  the year ended March 31, 2001 have generated $419,486 in revenue, compared with
  revenue for the year ended March 31, 2000 of $226,692. Effective January 1,
  2001 Arizona Outback and Bikestar were sold and the comparative financial results
  from the date of acquisition have been segregated and presented as discontinued
  operations.

Subsequent to pursuing the recreational activities, through
  NMG the Company focused on an interactive dating service called Cupid's Web
  which was designed to serve both computer and non-computer users. During the
  period the Company continued to offer free memberships to Cupid's Web in an
  effort to test market the service and as an incentive to build the membership
  base to about 15,000 members. Once the membership base reached 15,000 members,
  and the Company had available the necessary working capital it expected to begin
  billing existing and any new members for services and to begin to actively implement
  its cross selling strategy to businesses. To date, no revenue has been earned
  from the Cupid's Web business. Effective March 24, 2004 the Company disposed
  of its interest in the wholly-owned subsidiary, NMG.

As at March 31, 2004, the Company has substantially reduced
  its business activity, has accumulated losses totaling $3,191,076 and had a
  working capital deficiency of $192,256. The continuation of the Company is dependent
  upon the financial support of shareholders as well as obtaining long-term financing
  so the Company can acquire a business and recommence commercial operations.

These conditions raise substantial doubt about the Company's
  ability to continue as a going concern. The financial statements do not include
  any adjustments that might arise from this uncertainty.

In June of 2000 the Company entered into a Letter of Intent
  to acquire the Together Group of companies. The acquisition was valued at approximately
  US$17.5 million and was to be satisfied by a combination of the payment of cash,
  issuance of common shares and debt, and the

10

---

assumption of certain debts of the Together Group. The acquisition
  would have given Nettron a significant cash flow as well as provided the tools
  necessary for rapid growth in the dating industry by joining the online services
  of Company's Cupid's Web operations with the ground based operations of the
  Together Group. The Company has born all costs involved in developing the necessary
  framework for the acquisition including legal and accounting professional fees,
  corporate finance and consulting fees and management time.

From June until late December 2000 the Company focused on
  developing a strategy to implement the acquisition and to plan for the integration
  of the Company's operations with those of the Together Group. Simultaneously,
  management attempted to grow Cupid's Web, negotiate the necessary financing
  to fund the Together Group acquisition, and to secure all necessary regulatory
  approvals of the acquisition including the onerous requirements of the Canadian
  Venture Exchange which had deemed the acquisition a "Change of Business" of
  the Company.

Due to general weakness in equity markets in the last quarter
  of calendar 2000 and all of calendar 2001, the Company witnessed a severe drop
  in interest in the "dot com" world and in equity financings in general for emerging
  growth companies. Nettron was caught precisely in the middle of this market
  meltdown.

Many attempts were made to renegotiate the terms of the Together
  Group acquisition but to date Nettron's efforts to conclude the acquisition
  have been unsuccessful. While Nettron remains interested in an arrangement with
  the Together Group, the Company announced on February 18, 2002 that the transaction
  originally disclosed July 6, 2000 was effectively terminated.

Management is currently expending its best efforts to seek
  new sources of equity financing. On August 16, 2002, Nettron announced that
  it was attempting to market a non-brokered private placement to provide working
  capital to the Company.

Via private placement - Nettron will sell up to 1,000,000
  shares of the company at US$0.05 each. Proceeds of the financing will be added
  to the Company's working capital. Certain officers and directors, and their
  affiliates, may participate in the private placement.

Management is currently expending its best efforts to seek
  new sources of equity financing. See "Risk Factors."

To date, no revenue has been earned from the Cupid's Web business.

Applicable U.S. generally accepted auditing standards would
  have required the Company's auditors to include an explanatory paragraph in
  their Auditors' Report on the March 31, 2004 consolidated financial statements
  stating that existing conditions raise substantial doubt about the Company's
  ability to continue as a going concern. This doubt is due to the fact that the
  Company has accumulated significant losses to March 31, 2004 and there can be
  no assurance that management's plans to generate funds for operations will be
  successful in the future. Under Canadian auditing standards no such reference
  to going concern is permitted in the audit opinion.

11

---

Results of Operations for the Years Ended March 31, 2004
  and March 31, 2003

For the years ended March 31, 2004 and March 31, 200, the
  Company had a Loss from continued operations of $25,886 and Income of $136,885
  from continued operations, respectively.

Internet Marketing

Until March 24, 2004, the Company continued its Internet operations
  with an interactive dating service called Cupid's Web. Cupid's Web membership
  drive to non-paying members commenced during November 1999. During the year
  the Company had no available working capital and its marketing efforts were
  purely passive. No revenues were earned from its Internet marketing activities
  for the years ended March 31, 2004 or March 31, 2003. Effective March 24, 2004
  the Company disposed of its interest in the wholly-owned subsidiary, NMG.

The Company expended $24,932 versus a net recovery of expenses
  totaling $81,637 in 2002 for general expenses primarily related to corporate
  operations. The recovery of expenses relates to the extinguishment of certain
  accounts payable balances, which had remained unpaid for several years without
  any claims being made by the creditors against the Company. The expenses were
  composed of items related to maintaining the Company's status as a reporting
  public company.

Amounts paid to of accrued to related parties for rent and
  management were consistent with recent historical amounts.

Other Income and Expenses

There were no reportable amounts.

Net Loss and Net Loss Per Share

The reported loss of $23,647 or $0.00 per share were consistent
  with historically reported amounts and include a net recorded gain of $2,236
  on the discontinuance of the operations of NMG.

Results of Operations for the Years Ended March 31, 2003
  and March 31, 2002

For the years ended March 31, 2003 and March 31, 2002, the
  Company had Income of $82,433 and a Loss of $136,885 from continued operations,
  respectively.

Internet Marketing

During the year ended March 31, 2003, the Company continued
  its Internet operations with an interactive dating service called Cupid's Web.
  Cupid's Web membership drive to non-paying members commenced during November
  1999. During the year the Company had no available working capital and its marketing
  efforts were purely passive. No revenues were earned from its Internet marketing
  activities for the years ended March 31, 2003 or March 31, 2002.

The Company had a net recovery of expenses totaling $81,637
  versus an expenditure of

12

---

$123,144 in 2002 for general expenses primarily related to
  corporate operations. The recovery of expenses relates to the extinguishment
  of certain accounts payable balances, which had remained unpaid for several
  years without any claims being made by the creditors against the Company. Current
  management does not consider that these amounts are valid or currently payable,
  although they have no assurance that formal claims will not be made against
  the Company for some or all of these balances in the future. The decrease in
  general expenses is due to unavailability of working capital and general reduction
  in marketing activities.

Management fees and rent for the year ended March 31, 2003
  were significantly lower due to the routine nature of the Company's activities
  during the year and the lack of working capital.

Other Income and Expenses

During the year ended March 31, 2003 the Company earned interest
  income of $796 (2002 - $767).

Other expenses due to foreign exchange at March 31, 2003 were
  $nil versus $14,508 in 2002. The difference was due to the fact that the company
  had significantly reduced its U.S. dollar deposits and was not subject to currency
  exchange rate volatility in 2003.

Net Loss and Net Loss Per Share

Due to the net recovery of expenses totaling $81,637 the Company
  recorded Net Income of $82,433 or $0.01 per share from continued operations.
  In 2002 the Company recorded a Net Loss of $136,885 or $0.02 per share from
  continued operations.

Results of Operations for the Years Ended March 31, 2002
  and March 31, 2001

For the years ended March 31, 2002 and March 31, 2001, the
  Company had losses from continued operations of $136,885 and $1,308,481, respectively.

Internet Marketing

During the year ended March 31, 2002, the Company continued
  its Internet operations with an interactive dating service called Cupid's Web.
  Cupid's Web membership drive to non-paying members commenced during November
  1999. During the year the Company had no available working capital and its marketing
  efforts were purely passive. No revenues were earned from its Internet marketing
  activities for the years ended March 31, 2002 or March 31, 2001.

The Company has spent a total of $123,144 (2001 - $1,376,165)
  in general expenses primarily related to Cupid's Web, general operations and
  the pursuit of the Together Group acquisition. The decrease in general expenses
  is due to unavailability of working capital and general reduction in marketing
  activities.

During the 2002 fiscal year all advertising and promotion
  was ceased, all staff were laid off, all management and consulting contracts
  were terminated, offices were closed or downsized and long-term leases expired.
  Professional fees for the year ended March 31, 2002 are primarily made up costs
  associated with legal and audit fees; and compliance with regulatory

13

---

requirements. In the previous period significant professional
  fees were incurred due to the Together Group proposed acquisition and concurrent
  proposed financings.

Travel costs were reduced to negligible, as travel by management
  was not required in connection with the abandoned Together Group acquisition.

Filing and transfer fees for the year ended March 31, 2002
  were significantly lower due to the routine nature of the Company's activities
  during the year.

Other Income and Expenses

During the year ended March 31, 2002 the Company earned interest
  income of $767 (2001 - $13,097). The difference was due to the fact that the
  company had significantly reduced the income earning assets during the year.

Other expenses as at March 31, 2001 included a foreign exchange
  loss on its U.S. dollar denominated cash and term deposits of $14,508 (2001
  gain - $54,587) as a result of a change in U.S. vs. Canadian dollar exchange
  rates.

Discontinued Recreational Activities

Revenues and losses from the discontinued recreational operations
  of Bikestar and Arizona Outback were not reported for the year ended March 31,
  2002. For the year ended March 31, 2001 revenues were $419,486 and are primarily
  from the adventure tour operations of Arizona Outback. Losses for the 2001 period
  were $268,605, which included a loss on disposition of the discontinued operations
  of $126,658.

Net Loss and Net Loss Per Share

Due to the significant reductions in expenses incurred the
  Company recorded a Net Loss of $136,885 or $0.02 per share from continued operations.
  In 2001 the Company recorded a Net Loss of $1,308,481 or $0.21 per share from
  continued operations.

Fluctuations in Results

The Company's annual operating results may fluctuate significantly
  in the future as a result of numerous factors, including:

- the length of time that it is dormant without an active
      business;
- its ability to access working capital to pursue business
      opportunities or acquisitions;
- the emergence of new expenses related to maintaining
      its status as a reporting issuer orregistrant including the costs associated
      with new legislation requiring changes to disclosureand corporate governance
      matters.

14

---

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company's March
  31, 2004 consolidated financial statements have been prepared in accordance
  with Canadian generally accepted accounting principles applicable to a going
  concern, which contemplates the realization of assets and the satisfaction of
  liabilities and commitments in the normal course of business.

As at March 31, 2003, the Company had accumulated losses totaling
  $3,191,076 being primarily made up of a Loss from continued operations of $23,647
  for the year ended March 31, 2004 and Income from operations of $82,433 for
  the year ended March 31, 2003 and losses from operations of $136,885 for the
  year ended March 31, 2002 and the prior three years, being $1,577,086 for the
  year ended March 31, 2001 and $889,914 for the year ended March 31, 2000 and
  $510,638 for the year ended March 31, 1999. The Company also had a working capital
  deficiency of $192,256 as at March 31, 2004. The continuation of the Company
  is dependent upon the continued financial support of shareholders as well as
  obtaining long-term financing. Management is currently seeking new sources of
  equity financing. While the Company is expending its best efforts to achieve
  the above plans, there is no assurance that any such activity will generate
  funds that will be available for future operations.

As noted in Note 2 to the March 31, 2004 consolidated financial
  statements, these conditions raise substantial doubt about the Company's ability
  to continue as a going concern. The financial statements do not include any
  adjustment that might arise from uncertainty. However, had the audit been conducted
  in accordance with U.S. generally accepted auditing standards the auditors would
  have reflected these concerns in their report and would have included an explanatory
  paragraph in their report raising concern about the Company's ability to continue
  as a going concern.

During the year ended March 31, 2004 the Company raised $nil
  of net cash proceeds from the issuance of shares and share subscriptions (2003
  - $15,378; 2002 - $0; 2001 - $449,401; 2000 - $1,231,000). Operating activities
  of the Company during the year ended March 31, 2004 utilized $8,918 (2003 -
  $8,521; 2002 - $118,384; 2001 - $1,065,061; 2000 - $818,491) of cash on hand.
  The Company also during the year ended March 31, 2004 used $0 to purchase capital
  assets for continuing operations (2003 - $0; 2002 - $0; 2001 - $11,607; 2000
  - $58,314).

As at March 31, 2004 the Company had cash and term deposits
  of $0 (2003 - $7,786) and a working capital deficit of $192,256.

Management believes that it has insufficient working capital
  to meet its operating needs. Therefore, the continuation of the Company must
  be viewed as dependent upon the continued equity financial support from the
  current shareholders or other investors, as well as obtaining long-term financing.

The Company believes that a minimum of $50,000 must be raised
  for the company to continue operations through March 31, 2005. The Company continues
  its' efforts to secure the required financing.

15

---

Impact of Inflation

The Company believes that inflation has not had a material
  effect on its past business.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable to the Company.

New Accounting Pronouncements

In December 2001, the Canadian Institute of Chartered Accountants
  ("CICA") finalized CICA Handbook Section 3870 "Stock-Based Compensation and
  Other Stock-Based Payments". The section requires that direct awards of stock
  and liabilities based on the price of common stock be measured at fair value
  at each reporting date, with the change in fair value reported in the Statements
  of Operations and encourages, but does not require, the use of the fair value
  method for all other types of stock-based compensation plans. The Company has
  adopted these recommendations effective April 1, 2002.

ITEM 6.      DIRECTORS, SENIOR
  MANAGEMENT AND EMPLOYEES

It should be noted that the management discussed below is
  primarily involved with maintaining the company's status as a reporting issuer
  and registrant as well as leading the search for new equity and a new business
  undertaking for the company. Directors are elected annually by a majority vote
  of the shareholders and hold office until the next general meeting of the shareholders.
  Officers are appointed by, and serve at the discretion of, the board of directors.
  The names, place of residence, positions within the Company and the principal
  occupations of the directors and senior officers of the Company are set out
  below.

A.Directors and senior management.

Directors are elected annually by a majority vote of the shareholders
  and hold office until the next general meeting of the shareholders. Officers
  are appointed by, and serve at the discretion of, the board of directors. The
  names, place of residence, positions within the Company and the principal occupations
  of the directors and senior officers of the Company are set out below

16

---

|Name, Municipality of                                                     |     |                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Residence and Position with                                               |     | Principal Occupation and Position                                                                                                                                                                                                                                                                          
|the Corporation                                                           | Age | During the Past Five Years                                                                                                                                                                                                                                                                                 
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Douglas E. Ford (1)   West Vancouver, B.C. 
       Secretary and Director | 40  | Director and Secretary since March 1996; General
      Manager of  Dockside Capital Group Inc., a private merchant banking
      and  venture capital firm, from 1986 to present; also Vice President
      of  Operations, Bugaboos Eyewear Corp., October 1998 to September 
      2000.                 
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Glen Kertz   Houston, TX 
       President                                | 52  | President since June 1999; self-employed business
      technology  consultant for more than five years prior to June 1999.                                                                                                                                                                                
|                                                                         
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Larry F. Robb   Wichita Falls, TX 
       Director                        | 70  | Director since March 2002; Retired since June 1997;
      Branch  Manager with Salomon Smith Barney September 1974 until June 
      1997                                                                                                                                                                  
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Malcolm E. Rogers, Jr.   Seattle, WA 
       Director                     | 72  | Director since March 2002; self employed business
      consultant  since March 2000; financial consultant with Smith Barney 
      February 1994 to March 2000; Senior Executive Vice President  with
      Shearson Lehman Brothers November 1991 to February 1994.                                      
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Edward D. Ford (1)   Whistler, B.C. 
       Director                      | 68  | Director since June 1998; also has devoted a portion
      of his time to  investment activities and as President of Dockside
      Capital Group  Inc., a private merchant banking and venture capital
      firm, for more  than the last five years; Chartered Accountant for
      more than 40  years.
|                                                                          |     |                                                                                                                                                                                                                                                                                                            
|Gary E. Read   Delta, B.C.  Director                                      | 63  | Director since June 1998; Vice-President, Western
      Canada of  Holiday House, a wholesale travel company, for more than
      10  years until his retirement in 1997.                                                                                                                                  

(1) Edward Ford is the father of Douglas Ford; each of them
  devotes at least 10% of his time to Company responsibilities.

B.Compensation.

Management compensation is determined by the board of directors
  based on competitive prices for services provided. During the year ended March
  31, 2004, directors and officers, including private companies controlled by
  directors and officers, as a group, were paid a total of $6,000 in management
  and consulting fees. No formal agreements are in place for the provision of
  these services. See "Item 7. Major Shareholders and Related Party Transactions"
  for more detail on fees paid to members of management or to entities owned by
  them

17

---

For the year ended March 31, 2003, the Company paid no compensation
  to Directors for acting as Directors. The Company does not have any pension
  or retirement plans, nor does the Company compensate its directors and officers
  by way of any material bonus or profit sharing plans. Directors, officers, employees
  and other key personnel of the Company may be compensated by way of stock options.

C.Board practices.

Pursuant to the provisions of the Business Corporations
  Act (Alberta), the Company's directors are elected annually at the regularly
  schedules annual general meeting of shareholders. Each elected director is elected
  for a one-year term unless he resigns prior to the expiry of his term.

The Company has no arrangements in place for provision of
  benefits to its directors or upon their termination.

The Board has one committee, the Audit Committee, made-up
  of Messrs. D. Ford, Read and Rogers. The Audit Committee meets with the auditors
  annually prior to completion of the audited financial statements and regularly
  with management during the fiscal year.

D.Employees.

Effective at March 31, 2004 the Company had no salaried employees.

E.Share ownership.

A total of ten percent (10%) of the common shares of the Company,
  outstanding from time to time, are reserved for the issuance of stock options
  pursuant to the Company's 1996 Incentive Stock Option Plan (the "1996 Plan").
  As of July 15, 2004, ten percent (10%) of the issued and outstanding shares
  of the Company totals 643,537 common shares. The 1996 Plan provides that the
  terms of the option and the option price shall be fixed by the directors, subject
  to the price restrictions and other requirements imposed by the TSX Venture
  Exchange. The 1996 Plan also provides that no option shall be granted to any
  person except on recommendation of the directors of the Company. Stock options
  granted under the 1996 Plan may not be exercisable for a period longer than
  five (5) years and the exercise price must be paid in full at the exercise of
  the option. No one person may own more than fifty percent (50 %) of the outstanding
  options.

18

---

As of July 15, 2004, the Company had entered into the following agreements granting the following options under the 1996 Plan:

|                                            | Number of Common    |     | Exercise Price per | Expiry Date
|------------------------------------------- | ------------------- | --- | ------------------ | -----------
|                                            | Shares Under Option |     | Common Share       |            
|Wink Holdings Ltd. (Douglas Ford, Secretary | 131,250             |     | $0.44              | 9/10/2004  
|and Director)                               |                     |     |                    |            
|Breld Holdings Ltd. (Edward Ford, Director) | 131,250             |     | $0.44              | 9/10/2004  
|Glen Kertz, President                       | 250,000             |     | $0.44              | 9/10/2004  
|Adamant Communications Inc., Consultant     | 100,000             | (1) | $2.00              | 3/27/2005  
|Total                                       | 612,500             |     |                    |            

(1) These options vest in twelve equal amounts on the first
  day of every month commencing May 1, 2000 and expire in five years.

See "Item 7. Major Shareholders and Related Party Transactions"
  for a detailed analysis of the share ownership of those individuals listed in
  this Item 6.

ITEM 7.      MAJOR SHAREHOLDERS
  AND RELATED PARTY TRANSACTIONS.

A.Major shareholders.

At July 5, 2004, the Company had fifty-eight shareholders
  of record, of which forty-five were United States residents. These United States
  shareholders held 4,237,981 shares, representing approximately 65.8% of the
  outstanding shares.

The following table sets forth certain information regarding
  beneficial ownership of the Company's shares at July 15, 2004 by (i) each person
  who is known to own beneficially more than 5% of the Company's outstanding Common
  Stock, (ii) each of the Company's directors and executive officers and (iii)
  all current directors and executive officers as a group. The table does not
  reflect common shares held of record by depositories, but does include currently
  exercisable options which are included in the calculation of percentage of class
  ownership for each individual holder. As of July 15, 2004 there were 6,435,374
  common shares issued and outstanding. Each of the listed persons may be reached
  at the Company's head offices.

19

---

|                                                  | Amount and |     |          |  
|------------------------------------------------- | ---------- | --- | -------- | -
|                                                  | Nature of  |     |          |  
|                                                  | Beneficial |     | Percent  |  
|Name and Address of Beneficial Owner              | Ownership  |     | of Class |  
|Principal Holders                                 |            |     |          |  
|James Ford                                        | 500,000    |     | 7.8      | %
|J. Kenneth Bryant                                 | 400,000    |     | 6.2      | %
|Officers and Directors                            |            |     |          |  
|Larry F. Robb                                     | 589,350    | (1) | 9.2      | %
|Edward Ford                                       | 306,330    | (2) | 4.7      | %
|Douglas Ford                                      | 331,250    | (3) | 5.0      | %
|Glen Kertz                                        | 250,000    | (4) | 3.8      | %
|Malcolm Rogers Jr. & Janet L. Rogers              | 575,000    |     | 8.9      | %
|Gary E. Read                                      | 14,400     |     | *        |  
|All Officers and Directors as a Group (6 persons) | 2,066,330  |     | 29.7     | %

____________________________

|*   | Less than one percent.                                                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes 10,000 shares owned by The Robb Children's Trust of
      which Mr. Robb is a Trustee.  Does not include 50,000 shares owned
      by Mr. Robb's spouse, nor 55,000 shares owned by an  economically independent
      child of Mr. Robb and that child's spouse
|(2) | Includes 131,250 shares subject to presently exercisable options,
      the 131,250 options are  exercisable at $0.44 and expire on September
      10, 2004.                                                                                                            
|(3) | Includes 131,250 shares subject to presently exercisable options
      and 200,000 shares owned by  Wink Holdings Ltd., a company owned by
      Douglas Ford. The options are exercisable at $0.44  per share and expire
      on September 10, 2004.                   
|(4) | Includes 250,000 shares subject to presently exercisable options
      which are exercisable at $0.44  per share and expire on September 10,
      2004.                                                                                                                 

There are no arrangements, known to the Company, the operation
  of which may at a subsequent date result in a change in control of the Company.

B.Related
  party transactions.

As disclosed in Note 8 to the audited March 31, 2004 financial
  statements of the Company during the fiscal year ended March 31, 2004, directors,
  officers and companies controlled by them have been engaged in the following
  transactions with the Company:

a) Included in accounts payable and accrued liabilities is
  $106,029 (2003 - $93,619; 2002  83,768) due to directors and companies
  controlled by directors. Accounts receivable includes $Nil (2003 - $Nil) owing
  from these same parties.

b) During the three year period ended March 31, 2004, the
  Company paid fees to directors and companies controlled by directors for the
  following services:

20

---



|                       | 2004   | 2003   | 2002   
|---------------------- | ------ | ------ | -------
|Consulting             | $0     | $0     | $5,000 
|Management fees        | $6,000 | $4,500 | $36,000
|Rent                   | $6,000 | $4,500 | $3,179 
|Office & Miscellaneous | $0     | $394   | $2,564 




All of the above transactions were made on terms as favorable
  or more favorable to the Company than those that could be obtained from unaffiliated
  third parties.

ITEM 8.     FINANCIAL INFORMATION

The Company is not aware of any significant change since March
  31, 2004 that is not otherwise reported in this filing.

ITEM 9.     THE OFFER AND LISTING

The following table sets forth information relating to the
  trading of the common shares of the Company (symbol "NTT" prior to February
  18, 2003; "NTT.T" February 18, 2003 to August 17, 2003; and "NTT.H" since August
  18, 2003) on the TSX-V, the TSX Venture Exchange, Inc. (formerly The Canadian
  Venture Exchange), for the last five years and on the Over-The-Counter marketplace
  in the United States (symbol "NTTRF") since trading was initiated. The prices
  have been adjusted to reflect a one-for-five common share consolidation effective
  on August 24, 1999.

21

---



|Period                           | U.S. OTC  High  U.S.($) | U.S. OTC  Low  U.S.($) | TSX-V  High CDN($) | TSX-V  Low  CDN($)
|-------------------------------- | ----------------------- | ---------------------- | ------------------ | ------------------
|                                 |                         |                        |                    |                   
|Year ended March 31, 2000        | 2.12                    | 1.00                   | 3.05               | 0.25              
|Year ended March 31, 2001        | 3.00                    | 0.20                   | 4.50               | 0.42              
|Year ended March 31, 2002        | 0.25                    | 0.011                  | 0.45               | 0.02              
|Year ended March 31, 2003        | 0.10                    | 0.003                  | 0.39               | 0.01              
|Year ended March 31, 2004        | 0.025                   | 0.0048                 | 0.03               | 0.01              
|Quarter ended June 30, 2002      | 0.10                    | 0.08                   | 0.21               | 0.10              
|Quarter ended September 30, 2002 | 0.09                    | 0.06                   | 0.39               | 0.07              
|Quarter ended December 31, 2002  | 0.035                   | 0.003                  | 0.07               | 0.01              
|Quarter ended March 31, 2003     | 0.02                    | 0.01                   | 0.02               | 0.01              
|Quarter ended June 30, 2003      | 0.025                   | 0.025                  | 0.02               | 0.01              
|Quarter ended September 30, 2003 | 0.025                   | 0.01                   | 0.02               | 0.01              
|Quarter ended December 31, 2003  | 0.025                   | 0.01                   | 0.03               | 0.02              
|Quarter ended March 31, 2004     | 0.02                    | 0.0048                 | 0.03               | 0.03              
|Quarter ended June 30, 2004      | 0.01                    | 0.01                   | 0.03               | 0.025             
|Month ended January 31, 2004     | 0.02                    | 0.0048                 | 0.03               | 0.03              
|Month ended February 29,2004     | 0.02                    | 0.02                   | 0.03               | 0.03              
|Month ended March 31, 2004       | 0.02                    | 0.02                   | 0.03               | 0.03              
|Month ended April 30, 2004       | 0.02                    | 0.02                   | 0.03               | 0.025             
|Month ended May 31, 2004         | 0.01                    | 0.01                   | 0.03               | 0.025             
|Month ended June 30, 2004        | 0.01                    | 0.01                   | 0.035              | 0.025             

The closing price of the common shares as quoted on TSX-V on
  July 6, 2000, the date the Company requested a trading halt in accordance with
  the TSX-V rules to accommodate the Together Group transaction, was $3.60 (U.S.$2.43)
  per share. Trading resumed on September 6, 2000 and the closing price on December
  1, 2000 was $3.05 (U.S.$2.08) .

ITEM 10.      ADDITIONAL INFORMATION

This Section should be read in conjunction with the Company's
  Registration Statement "Post Effective Amendment No. 1 to Form 20-F" dated December
  12, 2000 and the annual Forms 20-F dated October 4, 2001, September 27, 2002
  and September 29, 2003 together with any Amendments thereto.

22

---

Material contracts

Stock Purchase Agreement by and between Arizona Outdoor Specialists,
  Inc. ("Purchaser") and Nettron.Com, Inc ("Seller"), for the sale of the subsidiaries
  BRI and AOA for consideration of $132,380 payable by the assumption by AOS of
  certain debt obligations of BRI and AOA amounting to $109,356 and the payment
  of cash in the amount of $23,024 payable on closing.

Exchange Controls

This summary is of a general nature only and is not intended
  to be, and should not be interpreted as, legal advice to any prospective purchaser.
  Accordingly, prospective purchasers of the Company's shares should consult with
  their own advisors with respect to their individual circumstances.

There are no laws or governmental decrees or regulations in
  Canada that restrict the export or import of capital, or which affect the remittance
  of dividends, interest or other payments to holders of the Company's securities
  who are not residents of Canada, other than withholding tax requirements.

There are no limitations imposed by the laws of Canada, the
  laws of Alberta or by the charter or other governing documents of the Company
  on the right of a non-resident to hold or vote common shares of the Company,
  other than as provided in the Investment Canada Act (the "Investment Act") and
  the potential requirement for a Competition Act Review.

The following summarizes the principal features of the Investment
  Act and the Competition Act Review for a non-resident who proposes to acquire
  common shares. This summary is of a general nature only and is not intended
  to be, nor is it, a substitute for independent advice from an investor's own
  advisor. This summary does not anticipate statutory or regulatory amendments.

The Canadian Investment Act

The Canadian Investment Act generally prohibits implementation
  of a reviewable investment by an individual, government or agency thereof, corporation,
  partnership, trust or joint venture that is not a "Canadian" as defined in the
  Investment Act (a "non-Canadian"), unless, after review, the minister responsible
  for the Investment Act (the "Minister") is satisfied that the investment is
  likely to be of a net benefit to Canada. Under the Investment Act, a United
  States citizen qualifies as a "World Trade Organization Investor." Subject to
  the restrictions noted below, an investment in a Canadian business by a World
  Trade Organization Investor would be reviewable under the Investment Act only
  if it is an investment to acquire control of such Canadian business and the
  value of the assets of the Canadian business as shown on its financial statements
  is not less than a specified amount, which for 1999 was $184 million. An investment
  in the shares of a Canadian business by a non-Canadian other than a "World Trade
  Organization Investor" when the Company is not controlled by a World Trade Organization
  Investor, would be reviewable under the Investment Act if it is an investment
  to acquire control of the Canadian business and the value of the assets of the
  Canadian business as shown on its financial statements is $5 million

23

---

or more, or if an order for review is made by the federal
  cabinet on the grounds that the investment relates to Canada's cultural heritage
  or national identity.

The acquisition by a World Trade Organization Investor of
  control of a Canadian business in any of the following sectors is also subject
  to review if the value of the assets of the Canadian business exceeds $5 million
  (as shown on its financial statements): uranium, financial services (except
  insurance), transportation services and cultural businesses, which include broadcast
  media (publication, distribution or sale of books, magazines, periodicals, newspapers,
  music, film and video products and the exhibition of film and video products),
  television and radio services. As the Company's business does not fall under
  any of the aforementioned categories, the acquisition of control of the Company,
  in excess of the $5 million threshold, by a World Trade Organization Investor
  would not be subject to such review.

A non-Canadian would acquire control of the Company for purposes
  of the Investment Act if the non-Canadian acquired a majority of the common
  shares.

The acquisition of less than a majority but one-third or more
  of the common shares would be presumed to be an acquisition of control of the
  Company unless it could be established that, on acquisition, the Company was
  not controlled in fact by the acquirer through the ownership of common shares.
  Notwithstanding the review provisions, any transaction involving the acquisition
  of control of a Canadian business or the establishment of a new business in
  Canada by a non-Canadian is a notifiable transaction and must be reported to
  Industry Canada by the non-Canadian making the investment either before or within
  thirty days after the investment.

Certain transactions relating to common shares are exempt
  from the Investment Act, including:

an acquisition of common shares by a person in the ordinary course of
      that person's businessas a trader or dealer in securities;
    an acquisition of control of the Company in connection with the realization
      of securitygranted for a loan or other financial assistance and not for
      a purpose related to the provisionsof the Investment Act; and
    an acquisition of control of the Company by reason of an amalgamation,
      merger,consolidation or corporate reorganization, following which the ultimate
      direct or indirectcontrol in fact of the Company, through the ownership
      of common shares, remainedunchanged.


Canadian Competition Act Review

Investments giving rise to the acquisition or establishment,
  directly or indirectly, by one or more persons of control over, or a significant
  interest in the whole or part of a business of a competitor, supplier, customer
  or other person are subject to substantive review by Canada's Competition Law
  Authority, the Director of Investigation and Research (the "Director"). If or
  when the Director concludes that a merger, whether by purchase or lease of shares
  or assets, by amalgamation or by combination, or otherwise, prevents or lessens,
  or is likely to prevent or lessen competition substantially, he may apply as
  may be necessary to eliminate the substantial

24

---

lessening or prevention of competition. Such substantive merger
  review power applies to all mergers, whether or not they meet limits for pre-notification
  under the Competition Act.

In addition to substantive merger review, the Competition
  Act provides for a pre-notification regime respecting mergers of a certain size.
  The regime applies in respect of share acquisitions, asset acquisitions, amalgamations
  and combinations. For ease of reference, this filing refers specifically to
  share acquisition, although the pre-notification regime applies, with the appropriate
  modification, to other types of acquisition of control as well.

In order for a share acquisition transaction to be pre-notifiable,
  the parties to the transaction (being the person or persons who proposed to
  acquire shares, and the corporation the shares of which are to be acquired),
  together with their affiliates (being all firms with a 50% or more voting shares
  linkage up and down the chain) must have:

|(i)   | aggregate gross assets in Canada that exceed $400,000,000
        in value, as shown on their audited financial statements for the most
        recently completed fiscal year (which must be within the last fifteen
        (15) months); or                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  | aggregate gross revenue from sales in, from or into
        Canada that exceed $400,000,000 for the most recently completed fiscal
        year shown on the said financial statements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|(iii) | the party being acquired or corporations controlled
        by that party must have gross assets in Canada, or gross revenues from
        sales in or from Canada, exceeding $35,000,000 as shown on the said financial
        statements. Acquisition of shares carrying up to 20% of the votes of a
        publicly-traded corporation, or 35% of the votes in a private corporation,
        will not be subject to pre-notification, regardless of the above thresholds.
        However, exceeding the 20% or the 35% threshold, and again exceeding the
        50% threshold, gives rise to an obligation of notification if the size
        threshold is met.

If a transaction is pre-notifiable, a filing must be made
  with the Director containing the prescribed information with respect to the
  parties, and a waiting period (either seven or twenty-one days, depending on
  whether a long or short form filing is chosen) must expire prior to closing.

As an alternative to pre-notification, the Director may grant
  an Advance Ruling Certificate, which exempts the transaction from pre-notification.
  Advance Ruling Certificates are granted where the Director concludes, based
  on the information provided to him, that he would not have sufficient grounds
  on which to apply to the Competition Tribunal to challenge the Merger.

Taxation

This summary is of a general nature only and is not intended
  to be, and should not be interpreted as, legal or tax advice to any prospective
  purchaser or holder of the Company's shares and no representation with respect
  to the Canadian federal income tax consequences to any such prospective purchaser
  is made. Accordingly, prospective purchasers of the Company's shares should
  consult with their own tax advisors with respect to their individual circumstances.

25

---

The following summary describes the principal Canadian federal
  income tax considerations generally applicable to a holder of the Company's
  shares who, for purposes of the Income Tax Act (Canada) (the "Canadian Tax Act")
  and the Canada-United States Income Tax Convention, 1980 (the "Convention")
  and at all relevant times is resident in the United States and not resident
  in Canada, deals at arm's length with the Company, holds the Company's shares
  as capital property, and does not use or hold and is not deemed to use or hold
  the Company's shares in or in the course of carrying on business in Canada (a
  "United States Holder").

This following summary is based upon the current provisions
  of the Canadian Income Tax Act, the regulations thereunder, all specific proposals
  to amend the Canadian Tax Act and the regulations announced by the Minister
  of Finance (Canada) prior to the date hereof and the Company's understanding
  of the published administrative practices of the Canada Customs and Revenue
  Agency (formerly Revenue Canada, Customs, Excise and Taxation). This summary
  does not take into account or anticipate any other changes in the governing
  law, whether by judicial, governmental or legislative decision or action, nor
  does it take into account the tax legislation or considerations of any province,
  territory or non-Canadian jurisdiction (including the United States), which
  legislation or considerations may differ significantly from those described
  herein.

DividendsOn The Company's Shares

Generally, dividends paid by Canadian corporations to non-resident
  shareholders are subject to a withholding tax of 25% of the gross amount of
  such dividends. However, pursuant to the Convention, the withholding tax rate
  on the gross amount of dividends paid to residents of the United States is reduced
  to 15% or, in the case of a United States corporation which owns at least 10%
  of the voting stock of the Canadian corporation paying the dividends, to 5%
  of the gross amount of such dividends.

Pursuant to the Convention, certain tax-exempt entities resident
  in the United States may be exempt from Canadian withholding taxes, including
  any withholding taxes levied in respect of dividends received on the Company's
  shares.

Disposition Of The Company's Shares

In general, a United States shareholder will not be subject
  to Canadian income tax on capital gains arising on the disposition of the Company's
  shares, unless such shares are "taxable Canadian property" within the meaning
  of the Canadian Income Tax Act and no relief is afforded under any applicable
  tax treaty. The shares of the Company would be taxable Canadian property of
  a non-resident if at any time during the five-year period immediately preceding
  a disposition by the non-resident of such shares, not less than 25% of the issued
  shares of any class or series of all classes of shares of the Company belonged
  to the non-resident, to persons with whom the non-resident did not deal at arm's
  length, or to the non-resident and persons with whom the non-resident did not
  deal at arm's length for purposes of the Canadian Income Tax Act. For this purpose,
  issued shares include options to acquire such shares (including conversion rights)
  held by such persons. Under the Convention, a capital gain realized by a resident
  of the United States will not be subject to Canadian tax unless the value of
  the shares of the Company is derived principally from real estate (as defined
  in the Convention) situated in Canada.

26

---

Documents on display

All documents referenced in this Form 20-F may be viewed at
  the offices of the Company during business hours #208  828 Harbourside
  Drive, North Vancouver, BC V7P 3R9 Canada, Telephone 888-602-2453

ITEM 11.     QUANTITATIVE AND QUALITATIVE
  DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 12.     DESCRIPTION OF SECURITIES
  OTHER THAN EQUITY SECURITIES

Not applicable

ITEM 13.     DEFAULTS, DIVIDEND ARREARAGES
  AND DELINQUENCIES

Not applicable

ITEM 14.     MATERIAL MODIFICATIONS
  TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15.     CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report
  ("Date of Evaluation"), an evaluation was carried out under the supervision
  and with the participation of the Company's management, including the Chief
  Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness
  of our disclosure controls and procedures. Based on that evaluation, the CEO
  and CFO have concluded that the Company's disclosure controls and procedures
  are effective to ensure that information required to be disclosed by the Company
  in reports that it files or submits under the Securities Exchange Act of 1934
  is recorded, processed, summarized and reported within the time periods specified
  in Securities and Exchange Commission rules and forms.

The Company's disclosure controls and procedures operate such
  that important information flows to appropriate collection and disclosure points
  in a timely manner and are effective to ensure that such information is accumulated
  and communicated to the Company's management, and made known to the Company's
  Chief Executive Officer and Chief Financial Officer, including the period when
  this Annual Report on Form 20-F was prepared, as appropriate to allow timely
  decision regarding the required disclosure.

There have been no significant changes in the Company's internal
  controls or the occurrence of events or other factors that could significantly
  affect these controls, subsequent to the Date of Evaluation. Nor have there
  been any corrective actions with regard to significant deficiencies or material
  weaknesses.

27

---

ITEM     16

A.     Audit Committee Financial Expert

The company has as its audit committee financial expert Mr.
  Edward D. Ford who is a Canadian Chartered Accountant. He has held these professional
  qualifications since 1961. During his career Mr. Ford has been an associate,
  manager and partner of several Canadian professional accounting firms that specialized
  in audit/assurance, taxation, insolvency and independent business consulting.
  Additionally he has served as a Chief Financial Officer of several public companies.

B.     Code Of Ethics

The company has not yet adopted a code of ethics. It has no
  material assets, as it is the development phase. Once it has selected an appropriate
  project, it will adopt a code of ethics that conforms to usual industry practice.

C.     Principal Accounting Fees And
  Services

Audit fees of  $4,000 were billed in 2004, and $4,815
  in 2003. The principal accountant billed for no other fees in either of those
  two years.

ITEM 17.     FINANCIAL STATEMENTS

The financial statements and notes thereto as required by
  Item 17 are attached hereto and found immediately after the text of this Registration
  Statement. The auditors' report of Charlton & Company, independent Chartered
  Accountants, for the audited financial statements and notes thereto is included
  immediately preceding the audited financial statements.

Auditors' Report.

Comments by Auditors for U.S. Readers on Canada  U.S.
  Reporting Differences.

Consolidated Financial Statements.

Consolidated Balance Sheets as at March 31, 2004 and March
  31, 2003.

Consolidated Statements of Operations and Deficit for the
  years ended March 31, 2004, 2003 and 2002.

Consolidated Statements of Cash Flows for the years ended
  March 31, 2004, 2003 and 2002.

Summary of Significant Accounting Policies.

Notes to the Consolidated Financial Statements.

28

---

ITEM 18.     FINANCIAL STATEMENTS

Not applicable. See "Item 17. Financial Statements" above.

ITEM 19.     EXHIBITS

Index to Exhibits

Attached hereto are the following exhibits:

|12.1 | Certification of President pursuant to s.906
      of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------
|     |                                                                                     
|12.2 | Certification of Director pursuant to s.906
      of the Sarbanes-Oxley Act of 2002 
|     |                                                                                     
|13.1 | Certification of President pursuant to s.302
      of the Sarbanes-Oxley Act of 2002
|     |                                                                                     
|13.2 | Certification of Director pursuant to s.302
      of the Sarbanes-Oxley Act of 2002 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
  Exchange Act of 1934, the Registrant certifies that it meets all of the requirements
  for filing on Form 20-F and has duly caused this Registration Statement Form
  20-F to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | NETTRON.COM, INC.
|------------------- | -----------------
|                    |                  
|Date: July 15, 2004 | By:              
|                    |                  
|                    | Name:            
|                    | Title:           
|                    |                  

29

---

AUDITORS REPORT

|To: | The Shareholders of 
      Nettron.Com, Inc.
|--- | --------------------------------------------

We have audited the consolidated balance sheets of Nettron.Com,
  Inc. as at March 31, 2004 and 2003 and the consolidated statements of operations
  and deficit and cash flows for the years ended March 31, 2004 and 2003. These
  financial statements are the responsibility of the Company's management. Our
  responsibility is to express an opinion on these financial statements based
  on our audits.

We conducted our audit in accordance with Canadian and United
  States generally accepted auditing standards. 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.

In our opinion, these financial statements present fairly,
  in all material respects, the financial position of the Company as at March
  31, 2004 and 2003 and the results of its operations and cash flows for each
  of the years in the two year period ended March 31, 2004 in accordance with
  accounting principles generally accepted in Canada applied on a consistent basis.

The comparative figures for 2002 were audited by other auditors
  who expressed their opinion without reservation in their report dated August
  27, 2002.

Charlton & Company

CHARTERED ACCOUNTANTS

Vancouver, Canada 
  July 15, 2004

Comments by Auditor for U.S. Readers on Canada - U.S. Reporting Difference

In the United States, reporting standards for auditors require
  the addition of an explanatory paragraph (following the opinion paragraph) when
  the financial statements are affected by conditions and events that cast substantial
  doubt on the company's ability to continue as a going concern, such as those
  described in Note 2 to the consolidated financial statements. Our report to
  the shareholders dated July 15, 2004 is expressed in accordance with Canadian
  reporting standards which do not permit a reference to such events and conditions
  in the auditor's report when these are adequately disclosed in the financial
  statements.

Charlton & Company

CHARTERED ACCOUNTANTS

Vancouver, Canada 
  July 15, 2004

Page F-1

---

Nettron.Com, Inc.Consolidated Balance Sheets 
  As at March 31 (Expressed in Canadian Dollars)

|                                         |   | 2004       |   |   | 2003       |  
|---------------------------------------- | - | ---------- | - | - | ---------- | -
|                                         |   |            |   |   |            |  
|ASSETS                                   |   |            |   |   |            |  
|                                         |   |            |   |   |            |  
|Current                                  |   |            |   |   |            |  
|Cash and term deposits                   | $ | -          |   | $ | 7,786      |  
|Accounts receivable                      |   | 2,059      |   |   | 675        |  
|                                         |   | 2,059      |   |   | 8,461      |  
|Property and equipment (Note 4)          |   | -          |   |   | 10,405     |  
|                                         | $ | 2,059      |   | $ | 18,866     |  
|                                         |   |            |   |   |            |  
|LIABILITIES AND SHAREHOLDERS DEFICIENCY |   |            |   |   |            |  
|                                         |   |            |   |   |            |  
|Current                                  |   |            |   |   |            |  
|Bank indebtedness                        | $ | 1,132      |   | $ | -          |  
|Accounts payable and accrued liabilities |   | 179,493    |   |   | 172,097    |  
|Shareholder loan                         |   | 13,690     |   |   | 15,378     |  
|                                         |   | 194,315    |   |   | 187,475    |  
|                                         |   |            |   |   |            |  
|Shareholders deficiency                 |   |            |   |   |            |  
|Share capital (Note 5)                   |   | 2,999,420  |   |   | 2,999,420  |  
|Deficit, per accompanying statement      |   | (3,191,676 | ) |   | (3,168,029 | )
|                                         |   | (192,256   | ) |   | (168,609   | )
|                                         | $ | 2,059      |   | $ | 18,866     |  

Approved by the Board:

|Douglas
      E. Ford | Director | Larry F.
      Robb | Director
|----------------------- | -------- | --------------------- | --------
|Douglas E. Ford         |          | Larry F. Robb         |         

|See accompanying notes. | Page F-2
|----------------------- | --------

---

Nettron.Com, Inc.Consolidated Statements of Operations and DeficitYears Ended March 31(Expressed in Canadian Dollars)

|                                                |   | 2004       |   |   | 2003       |   |   | 2002       |  
|----------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                |   |            |   |   |            |   |   |            |  
|Expenses                                        |   |            |   |   |            |   |   |            |  
|Advertising and promotion                       | $ | 1,045      |   | $ | 289        |   | $ | -          |  
|Amortization                                    |   | -          |   |   | 4,500      |   |   | 11,575     |  
|Consulting                                      |   | -          |   |   | -          |   |   | 5,667      |  
|Filing and transfer agent fees                  |   | 9,310      |   |   | 8,260      |   |   | 4,944      |  
|Management fees                                 |   | 6,000      |   |   | 4,500      |   |   | 36,000     |  
|Office and miscellaneous                        |   | 217        |   |   | 477        |   |   | 9,359      |  
|Professional fees (recovery)                    |   | 2,360      |   |   | (104,163   | ) |   | 35,317     |  
|Rent                                            |   | 6,000      |   |   | 4,500      |   |   | 17,337     |  
|Telephone and utilities                         |   | -          |   |   | -          |   |   | 988        |  
|Travel                                          |   | -          |   |   | -          |   |   | 360        |  
|Website servicing                               |   | -          |   |   | -          |   |   | 1,597      |  
|Income (loss) from operations                   |   | (24,932    | ) |   | 81,637     |   |   | (123,144   | )
|                                                |   |            |   |   |            |   |   |            |  
|Other income (expense)                          |   |            |   |   |            |   |   |            |  
|Interest                                        |   | -          |   |   | -          |   |   | 767        |  
|Foreign exchange gain (loss)                    |   | (953       | ) |   | 796        |   |   | (14,508    | )
|                                                |   | (953       | ) |   | 796        |   |   | (13,741    | )
|Income (loss) from continued operations         |   | (25,885    | ) |   | 82,433     |   |   | (136,885   | )
|Gain on disposal of discontinued operations     |   | 2,238      |   |   | -          |   |   | -          |  
|Net income (loss) for the year                  |   | (23,647    | ) |   | 82,433     |   |   | (136,885   | )
|Deficit, beginning of year                      |   | (3,168,029 | ) |   | (3,250,462 | ) |   | (3,113,577 | )
|Deficit, end of year                            | $ | (3,191,676 | ) | $ | (3,168,029 | ) | $ | (3,250,462 | )
|Net income (loss) per share  basic and diluted |   |            |   |   |            |   |   |            |  
|From continued operations                       | $ | (0.01      | ) | $ | 0.01       |   | $ | (0.02      | )
|Discontinued operations (Note 3)                |   | -          |   |   | -          |   |   | -          |  
|After discontinued operations                   | $ | (0.01      | ) | $ | 0.01       |   | $ | (0.02      | )
|Weighted average shares outstanding             |   | 6,435,374  |   |   | 6,435,374  |   |   | 6,447,041  |  

|See accompanying notes. | Page F-3
|----------------------- | --------

---

Nettron.Com, Inc.Consolidated Statements of Cash Flows 
  Years Ended March 31 (Expressed in Canadian Dollars)

|                                                               |   | 2004    |   |   | 2003     |   |   | 2002     |  
|-------------------------------------------------------------- | - | ------- | - | - | -------- | - | - | -------- | -
|                                                               |   |         |   |   |          |   |   |          |  
|Cash flows provided by (used in)                               |   |         |   |   |          |   |   |          |  
|Operating activities                                           |   |         |   |   |          |   |   |          |  
|Net income (loss) from continued operations                    | $ | (25,885 | ) | $ | 82,433   |   | $ | (136,885 | )
|Items not involving cash:                                      |   |         |   |   |          |   |   |          |  
|Amortization
      of property and equipment in discontinued   |   |         |   |   |          |   |   |          |  
|operations                                                     |   | -       |   |   | 4,500    |   |   | 11,575   |  
|Property
      and equipment provided in exchange for services |   | -       |   |   | -        |   |   | 9,544    |  
|                                                               |   | (25,885 | ) |   | 86,933   |   |   | (115,766 | )
|Changes in non-cash working capital balances                   |   |         |   |   |          |   |   |          |  
|Shareholders
      loan                                       |   | (1,688  | ) |   | -        |   |   | -        |  
|Accounts receivable                                            |   | (1,384  | ) |   | 8,018    |   |   | 3,450    |  
|Prepaid expenses                                               |   | -       |   |   | -        |   |   | 9,513    |  
|Accounts payable
      and accrued liabilities                 |   | 20,039  |   |   | (103,472 | ) |   | (15,581  | )
|Cash used in continued operations                              |   | (8,918  | ) |   | (8,521   | ) |   | (118,384 | )
|Cash used in discontinued operations                           |   | -       |   |   | -        |   |   | -        |  
|                                                               |   | (8,918  | ) |   | (8,521   | ) |   | (118,384 | )
|Financing activitiy                                            |   |         |   |   |          |   |   |          |  
|Proceeds on issuance of shares and share subscriptions         |   | -       |   |   | 15,378   |   |   | -        |  
|Increase (decrease) in cash                                    |   | (8,918  | ) |   | 6,857    |   |   | (118,384 | )
|Cash, beginning of year                                        |   | 7,786   |   |   | 929      |   |   | 119,313  |  
|Cash (deficiency), end of year                                 | $ | (1,132  | ) | $ | 7,786    |   | $ | 929      |  
|                                                               |   |         |   |   |          |   |   |          |  
|Non-cash investing and financing activities                    |   |         |   |   |          |   |   |          |  
|Property and equipment provided in
      exchange for          |   |         |   |   |          |   |   |          |  
|services
      (Note 4)                                        | $ | -       |   | $ | -        |   | $ | 9,544    |  

|See accompanying notes. | Page F-4
|----------------------- | --------

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|1. | Significant Accounting Policies
|-- | -------------------------------
|   |                                
|   | (a)                            
|   |                                
|   | (b)                            
|   |                                
|   | (c)                            
|   |                                
|   | (d)                            
|   |                                
|   |                                
|   |                                
|   |                                

Page F-5

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|1. | Significant Accounting Policies(continued)                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (c)                                                                                                                                                                           
|   |                                                                                                                                                                               
|   | All exchange gains and losses are charged
        to operations.
      Exchange rates in effect during the years covered by these financial
        statements are as follows:

| |          | 2004   |  | 2003   |  | 2002   | 
| | -------- | ------ |  | ------ |  | ------ | 
| |          |        |  |        |  |        | 
| | Year end | 1.3081 |  | 1.4716 |  | 1.5953 | 
| | Average  | 1.353  |  | 1.5497 |  | 1.5655 | 

| | (e) | Use of estimates
      The preparation of the consolidated financial statements
        in accordance with Canadian generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities at the date of the financial statements,
        and the reported amounts of revenues and expenses during the reporting
        period. Actual results could differ from managements best estimates
        as additional information becomes available in the future.                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | Loss per share
      During the year ended March 31, 2002, the Company adopted
        the Treasury Stock Method to calculate loss per common share.
        Under this method, the basic loss per share is calculated based on the
        weighted average aggregate number of common shares outstanding during
        each period. The diluted earnings per share assumes that the outstanding
        stock options and share purchase warrants had been exercised at the beginning
        of the period.
      Common equivalent shares (consisting of shares issuable
        on exercise of stock options and warrants) totalling 612,500 (2003- 612,500,
        2002  612,500) are only included in the computation of diluted earnings
        per share to the extent they are dilutive.                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g) | Stock based compensation
      Effective April 1, 2002, the Company adopted the new
        CICA Handbook Section 3870 (Stock-Based Compensation and Other Stock-Based
        Payments), which recommends the fair value-based methodology for
        measuring compensation costs. The new section also permits, and the Company
        has adopted, the use of the intrinsic value-based method, which recognizes
        compensation cost for awards to employees only when the market price exceeds
        the exercise price at date of grant, but requires pro-forma disclosure
        of earnings and earnings per share as if the fair value method had been
        adopted. Any consideration paid the option holders is credited to capital
        stock. There is no effect for the years presented.

Page F-6

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|1. | Significant Accounting Policies
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Nature of Business and Ability to Continue
        as a Going Concern
      The Company was incorporated under the Alberta Business
        Corporations Act on January 19, 1996 and was in the business of marketing
        its interactive dating service Cupids Web. With the
        sale of Bikestar and Arizona Outback, in January 2001, the Companys
        principal business is now located in Canada.
      These consolidated financial statements have been prepared
        in accordance with Canadian generally accepted accounting principles applicable
        to a going concern which contemplates the realization of assets and the
        satisfaction of liabilities and commitments in the normal course of business.
        Upon the sale of Bikestar and Arizona Outback in fiscal 2001, the Company
        returned to the development stage as the remaining business has not yet
        generated revenue and planned principal operations have not yet commenced.
        As at March 31, 2004, due to difficulties encountered in raising financing,
        the Company has discontinued its activity in the interactive dating service
        business and has accumulated losses totalling $3,191,076 and had a working
        capital deficiency of $192,256. The continuation of the Company is dependent
        upon the financial support of shareholders as well as obtaining long-term
        financing. The Company has been exploring business opportunities that
        might allow the Company to restart commercial operations. Management is
        currently seeking new sources of equity financing. While the Company is
        expending its best efforts to achieve the above plans, there is no assurance
        that any such activity will generate funds that will be available for
        operations.
      These conditions raise substantial doubt about the Companys
        ability to continue as a going concern. These financial statements do
        not include any adjustments that might arise from this uncertainty.

Page F-7

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|3. | Dispositions
      On March 24, 2004 , the Company made the decision to
        abandon and therefore discontinue the operations of its wholly owned subsidiary,
        Nettron Media Group. The financial results of Nettron Media Group have
        been segregated and presented as a discontinued operations on the statement
        of operations and deficit and cash flows. The statement of operations
        for the year ended March 31, 2004 include a loss on the write-off of property
        and equipment and gain on the abandonment of the accounts payable. The
        results of discontinued operations are summarized as follows;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                           |   | 2004   |   |   | 2003 |  |   | 2002 | 
| | --------------------------------------------------------- | - | ------ | - | - | ---- |  | - | ---- | 
| |                                                           |   |        |   |   |      |  |   |      | 
| | Revenue                                                   | $ | -      |   | $ | -    |  | $ | -    | 
| |                                                           |   |        |   |   |      |  |   |      | 
| | Loss from operations                                      |   | (4,500 | ) |   | -    |  |   | -    | 
| |                                                           |   |        |   |   |      |  |   |      | 
| | Loss on write-off of property and equipment               |   | (5,905 | ) |   | -    |  |   | -    | 
| | Forgiveness of debt                                       |   | 12,643 |   |   | -    |  |   | -    | 
| | Gain on disposal of discontinued operations               |   | 2,238  |   |   | -    |  |   | -    | 
| | Gain on disposal of discontinued operations               | $ | 2,238  |   | $ | -    |  | $ | -    | 
| |                                                           |   |        |   |   |      |  |   |      | 
| | Loss per share from discontinued operations is summarized |   |        |   |   |      |  |   |      | 
| | as follows:                                               |   |        |   |   |      |  |   |      | 
| | from operations                                           | $ | -      |   | $ | -    |  | $ | -    | 
| | on disposal of net
      property                         |   | -      |   |   | -    |  |   | -    | 
| |                                                           | $ | -      |   | $ | -    |  | $ | -    | 

|   | The consolidated balance sheets do not include any net assets related
      to the discontinued operations.
|-- | -----------------------------------------------------------------------------------------------------------
|   |                                                                                                            
|4. | Property and equipment                                                                                     

| |             |   |      |  |   | 2004         |  |   |              |  |   | 2003         | 
| | ----------- | - | ---- |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |             |   |      |  |   | Accumulated  |  |   | Net Carrying |  |   | Net Carrying | 
| |             |   | Cost |  |   | Amortization |  |   | Amount       |  |   | Amount       | 
| |             |   |      |  |   |              |  |   |              |  |   |              | 
| | Controllers | $ | -    |  | $ | -            |  | $ | -            |  | $ | 10,405       | 

| | During the year ended March 31, 2002, equipment with
        a net book value of $9,544 (which approximated market value) was sold
        to an officer in exchange for services and the reimbursement of expenses
        paid for on behalf of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page F-8

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|5. | Share Capital
      Authorized:
             Unlimited number of common shares without
        par value 
             Unlimited number of preferred shares without
        par value
      Issued:
             Common shares
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                     | Number of |   |   |           | 
| | --------------------------------------------------- | --------- | - | - | --------- | 
| |                                                     | Shares    |   |   | Amount    | 
| |                                                     |           |   |   |           | 
| | Balance, April 1, 2001                              | 6,715,374 |   | $ | 2,999,420 | 
| | Escrow shares cancelled during the year (Note 5(b)) | (280,000  | ) |   | -         | 
| | Balance, March 31, 2002                             | 6,435,374 |   |   | 2,999,420 | 
| | Issued during the year                              | -         |   |   | -         | 
| | Balance, March 31, 2003                             | 6,435,374 |   |   | 2,999,420 | 
| | Issued during the year                              | -         |   |   | -         | 
| | Balance, March 31, 2004                             | 6,435,374 |   |   | 2,999,420 | 

| | (a) | Included in share capital are shares held in escrow
        under two escrow agreements pursuant to requirements of securities regulatory
        authorities in Canada. Changes in the escrow shares for the years ended
        March 31, 2004, 2003 and 2002 are as follows:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                         | Number of Escrow Shares
| | ----------------------- | -----------------------
| |                         |                        
| |                         | First                  
| |                         | Agreement              
| |                         |                        
| | March 31, 2001          | 177,778                
| | Released in year        | (177,778               
| | Cancelled in year       | -                      
| | March 31, 2002          | -                      
| | Released in year        | -                      
| | March 31, 2003          | -                      
| | Released in year        | -                      
| | Balance, March 31, 2004 | -                      

| |  | (i) | Pursuant to the first escrow agreement, the release
        of these shares occurred in each of the three years ended March 31, 2002
        with the consent of the Executive Director of the Alberta Securities Commission.
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page F-9

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|5. | Share Capital (continued)
|-- | -------------------------
|   |                          
|   |                          
|   |                          
|   | (b)                      
|   |                          
|   | (c)                      

| |                                              |           |  |   | Weighted       | 
| | -------------------------------------------- | --------- |  | - | -------------- | 
| |                                              | Number of |  |   | Average        | 
| |                                              | Options   |  |   | Exercise Price | 
| |                                              |           |  |   |                | 
| | Number of options outstanding March 31, 2001 | 612,500   |  | $ | 0.70           | 
| | Granted                                      | -         |  |   | -              | 
| | Exercised                                    | -         |  |   | -              | 
| | Number of options outstanding March 31, 2002 | 612,500   |  |   | 0.70           | 
| | Granted                                      | -         |  |   | -              | 
| | Exercised                                    | -         |  |   | -              | 
| | Number of options outstanding March 31, 2003 | 612,500   |  |   | 0.70           | 
| | Granted                                      | -         |  |   | -              | 
| | Exercised                                    | -         |  |   | -              | 
| | Number of options outstanding March 31, 2004 | 612,500   |  | $ | 0.70           | 

Page F-10

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|5. | Share Capital(continued)
|-- | ------------------------
|   |                         
|   |                         

|Expiry
      Date  | Exercise Price | Stock Options
|------------------ | -------------- | -------------
|                   |                |              
|September 10, 2004 | $0.44          | 512,500      
|March 27, 2005     | $2.00          | 100,000      
|                   |                | 612,500      

| |     | As at March 31, 2004, $612,500 (2003 - $612,500, 2002 - $612,500) of the
      outstanding stock options were fully vested and exercisable.    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                
| | (d) | Warrants
      A summary of the changes in share purchase warrants during the years
        ended March 31, 2004, 2003 and 2002 are as follows:

| |                            |            |   |   | Weighted       | 
| | -------------------------- | ---------- | - | - | -------------- | 
| |                            | Number of  |   |   | Average        | 
| |                            | Warrants   |   |   | Exercise Price | 
| |                            |            |   |   |                | 
| | Outstanding March 31, 2001 | 1,361,644  |   | $ | 0.50           | 
| | Expired                    | (1,361,644 | ) |   | 0.50           | 
| | Outstanding March 31, 2002 | -          |   |   | -              | 
| | Granted                    | -          |   |   | -              | 
| | Outstanding March 31, 2003 | -          |   |   | -              | 
| | Granted                    | -          |   |   | -              | 
| | Outstanding March 31, 2004 | -          |   | $ | -              | 

|6. | Income Taxes
      The tax effects of the temporary differences that give rise to the Companys
        future tax assets and liabilities are as follows:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| |                               |   | 2004       |   |   | 2003       |  
| | ----------------------------- | - | ---------- | - | - | ---------- | -
| |                               |   |            |   |   |            |  
| | Net operating losses          | $ | 877,170    |   | $ | 886,066    |  
| | Net capital losses            |   | 270,063    |   |   | 270,063    |  
| | Valuation allowance           |   | (1,147,233 | ) |   | (1,156,129 | )
| | Future tax assets (liability) | $ | -          |   | $ | -          |  

| | The Company evaluates its valuation allowance requirements
        based on projected future operations. When circumstances change and this
        causes a change in managements judgement about the recoverability
        of future tax assets, the impact of the change in the valuation allowance
        is reflected in current income.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page F-11

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|6. | Income Taxes (continued)
      The Company has non-capital losses available for income
        tax purposes in Canada and the United States totalling $2,331,660 (2003
        - $2,355,307, 2002 - $2,442,240) which expire in various amounts from
        2005 to 2012. This amount can be used to reduce taxable income of future
        years. Additionally, the Company has capital losses of $1,435,740 which
        are available to reduce capital gains in future periods.                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Financial Instruments
      The Companys financial instruments consist of
        cash, receivables and accounts payable and accrued liabilities. Unless
        otherwise noted, it is managements opinion that the Company is not
        exposed to significant interest or credit risks arising from these financial
        instruments. As at March 31, 2004, 2003, and 2002, the fair value of cash,
        receivables and accounts payable and accrued liabilities approximate their
        carrying value due to the immediate short-term maturity of these instruments.
      Financial assets and liabilities are denominated in
        the following currencies:

| |                 |   | 2004      |  |   | 2003        | 
| | --------------- | - | --------- |  | - | ----------- | 
| |                 |   | Financial |  |   | Financial   | 
| |                 |   | Assets    |  |   | Liabilities | 
| |                 |   |           |  |   |             | 
| | U.S. dollar     | $ | -         |  | $ | -           | 
| | Canadian dollar |   | 2,059     |  |   | 194,315     | 
| |                 | $ | 2,059     |  | $ | 194,315     | 

|8. | Related Party Transactions
      Related party transactions not disclosed elsewhere in these consolidated
        financial statements are as follows:
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                       
|   | (a)                                                                                                                                                   
|   |                                                                                                                                                       
|   | (b)                                                                                                                                                   

| |                          |   | 2004  |  |   | 2003  |  |   | 2002   | 
| | ------------------------ | - | ----- |  | - | ----- |  | - | ------ | 
| |                          |   |       |  |   |       |  |   |        | 
| | Consulting               | $ | -     |  | $ | -     |  | $ | 5,000  | 
| | Management fees          |   | 6,000 |  |   | 4,500 |  |   | 36,000 | 
| | Rent                     |   | 6,000 |  |   | 4,500 |  |   | 3,179  | 
| | Office and miscellaneous |   | -     |  |   | 394   |  |   | 2,564  | 

| | These transactions have been recorded at the exchange
        amount being the consideration established and agreed to by the related
        parties.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

Page F-12

---

Nettron.Com, Inc. Notes to the Consolidated Financial Statements 
  March 31, 2004, 2003 and 2002 (Expressed in Canadian Dollars)

|9.  | Contingent Liability
      The Company is subject to several claims and legal proceedings
        covering a variety of matters that arose in the ordinary course of business
        activities. Each of these matters is subject to various uncertainties
        and it is possible that some of these matters may be resolved unfavourably
        to the Company. The amount by which the settlement, if any, differs from
        the accrual will be recorded in the period of settlement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|10. | United States Accounting Principles
      The consolidated financial statements have been prepared
        in accordance with Canadian generally accepted accounting principles (Canadian
        GAAP) which, in the case of the Company, conform in all material
        respects with those of the United States (US GAAP) and with
        the requirements of the Securities and Exchange Commission (SEC).                                                                           

Page F-13

---