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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 20-F/AAMENDMENT NO. 2

(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, 2003** 
  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 number **0-30858**

**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)

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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. THE AUDITED FINANCIAL STATEMENTS 
  AND NOTES HERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION.

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Nettron.Com, Inc.

THE COMPANY HEREBY WITHDRAWS THE FILING OF ITS AMENDMENT
  NO.1 TO FORM 20-F AS FILED ON MARCH 25, 2004. THE PREDECESSOR AUDITOR HAS NOT
  PROVIDED ITS CONSENT FOR INCLUSION OF ITS AUDIT REPORTS DATED AUGUST 27, 2002
  AND AUGUST 8, 2001 IN AMENDMENT NO.1 TO FORM 20-F AS FILED ON MARCH 25, 2004.

ITEM 17.      FINANCIAL STATEMENTS

Further to the request of the SEC of March 22, 2004 Nettron.com
  filed an amendment to its Form 20-F on March 25, 2004. The only purpose of Amendment
  No. 1 to Form 20-F was to re-file the Audited Financial Statements of the Company
  for the fiscal years ended March 31, 2002 and March 31, 2001. These audited
  financial statements had not been amended or restated in any way and had been
  audited by the Companys predecessor auditor and were filed complete with
  unqualified Audit Reports dated August 27, 2002 and August 8, 2001, respectively.

Subsequently, the predecessor auditor has requested that the
  Company pay to them significant fees to update and re-issue their Audit Reports
  and consent to their inclusion with Amendment No.1 to Form 20-F. Nettron.com
  has a working capital deficiency and does not have the funds to pay such fees
  to the predecessor auditor.

In August of 2003 the Company reported that it had changed
  auditors. The predecessor auditor confirmed in writing on August 14, 2003 that
  they had no reportable disagreements with the Company and there have been
  no adverse, qualified or denied audit opinions contained in the auditors
  reports on the Companys annual financial statements for the preceding
  two fiscal years. There have been no similar reservations contained in any auditors
  report or comments on interim financial information for any subsequent period
  preceding the date of this notice.

Management recommended the change of auditor solely because
  it believed that the audit and regulatory review process could be more cost
  effectively sourced from a different professional accounting firm. Nettrons
  directors accepted the recommendation and have since established that the historical
  fees charged by the predecessor auditor were significantly higher than the more
  recent fees incurred from the successor auditor.

After discussion with the Division of Corporation Finance
  of the Securities and Exchange Commission, and Nettrons professional advisors
  - THE COMPANY HEREBY WITHDRAWS THE FILING OF ITS AMENDMENT NO.1 TO FORM 20-F
  AS FILED

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ON MARCH 25, 2004. THE PREDECESSOR AUDITOR HAS NOT PROVIDED
  ITS CONSENT FOR INCLUSION OF ITS AUDIT REPORTS DATED AUGUST 27, 2002 AND AUGUST
  8, 2001 IN AMENDMENT NO.1 TO FORM 20-F AS FILED ON MARCH 25, 2004. The Auditors
  Report of Charlton & Company Chartered Accountants dated August 12, 2003
  remains validly filed with the annual Form 20-F filed September 30, 2003.

All of the Companys current and historical audited and
  interim financial statements, its change of auditor filing, its press releases
  and shareholder mailings remain available for review by any member of the public
  using the Canadian electronic filing system, SEDAR, by visiting www.sedar.com.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements
  for filing on Form 20-F and that it has duly caused and authorized the undersigned
  to sign this Amendment No. 2 to Form 20-F annual report on its behalf.

|                    |        | NETTRON.COM, INC.         
|------------------- | ------ | --------------------------
|                    |        |                           
|Date: April 8, 2004 | By:    | /s/ Douglas E. Ford       
|                    | Name:  | Douglas E. Ford           
|                    | Title: | Secretary and Director, as
|                    |        | duly authorized signatory 

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