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**UNITED STATESSECURITIES 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, 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)

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

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 AS EXHIBIT A ARE AN INTEGRAL PART OF
  THIS SUBMISSION.

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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 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, 1999, 2000, 2001, 2002 and 2003 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 11 to the Companys
  March 31, 2003 consolidated financial statements.

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

|                                   |   | March 31, |   |   | March 31, |  |   | March 31, |  |   | March 31, |  |   | March 31, | 
|---------------------------------- | - | --------- | - | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- | 
|                                   |   | 2003      |   |   | 2002      |  |   | 2001      |  |   | 2000      |  |   | 1999      | 
|                                   |   | 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      | $ | (81,637   | ) | $ | 123,144   |  | $ | 1,376,165 |  | $ | 630,451   |  | $ | 213,293   | 
|Canadian GAAP                      |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) from operations      | $ | (81,637   | ) | $ | 123,144   |  | $ | 1,550,594 |  | $ | 749,279   |  | $ | 333,450   | 
|U.S. GAAP                          |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) from continued       | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,308,481 |  | $ | 644,560   |  | $ | 198,950   | 
|operations per Canadian GAAP       |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) from discontinued    | $ | (82,433   | ) | $ | 0         |  | $ | 268,605   |  | $ | 245,354   |  | $ | 311,688   | 
|operations per Canadian GAAP       |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Net (Income) loss per Canadian     | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,577,086 |  | $ | 889,914   |  | $ | 510,638   | 
|GAAP                               |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss from continued operations per | $ | (82,433   | ) | $ | 136,885   |  | $ | 1,482,910 |  | $ | 763,388   |  | $ | 319,107   | 
|U.S. GAAP                          |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss from discontinued operations  | $ | 0         |   | $ | 0         |  | $ | 518,284   |  | $ | 322,178   |  | $ | 369,306   | 
|per U.S. GAAP                      |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Net loss per U.S. GAAP             | $ | (82,433   | ) | $ | 136,885   |  | $ | 2,001,194 |  | $ | 1,085,566 |  | $ | 688,413   | 
|                                   |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|                                   |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) per share from       | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.21      |  | $ | 0.14      |  | $ | 0.13      | 
|continued operations, Canadian     |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|GAAP                               |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss per share from discontinued   | $ | 0         |   | $ | 0.00      |  | $ | 0.04      |  | $ | 0.06      |  | $ | 0.19      | 
|operations, Canadian GAAP          |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) per share after      | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.25      |  | $ | 0.20      |  | $ | 0.32      | 
|discontinued operations,           |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Canadian GAAP                      |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) per share from       | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.25      |  | $ | 0.18      |  | $ | 0.23      | 
|continued operations, U.S. GAAP    |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) per share from       | $ | 0         |   | $ | 0.00      |  | $ | 0.09      |  | $ | 0.08      |  | $ | 0.26      | 
|discontinued operations, U.S.      |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|GAAP                               |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Loss (Income) per share after      | $ | (0.01     | ) | $ | 0.02      |  | $ | 0.34      |  | $ | 0.26      |  | $ | 0.49      | 
|discontinued operations, U.S.      |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|GAAP                               |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|                                   |   |           |   |   |           |  |   |           |  |   |           |  |   |           | 
|Share capital per Canadian GAAP    | $ | 2,999,420 |   | $ | 2,999,420 |  | $ | 2,999,420 |  | $ | 2,395,019 |  | $ | 769,019   | 
|Share capital per U.S. GAAP        | $ | 3,383,540 |   | $ | 3,383,540 |  | $ | 3,383,540 |  | $ | 2,779,139 |  | $ | 1,153,139 | 
|Common shares issued               |   | 6,435,374 |   |   | 6,435,374 |  |   | 6,715,374 |  |   | 5,957,740 |  |   | 1,831,740 | 

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|Weighted average shares               |   | 6,447,041 |   |   | 6,447,041 |   |   | 6,184,074 |   |   | 4,519,429 |  |   | 1,612,138 | 
|------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- |  | - | --------- | 
|outstanding per Canadian GAAP         |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 
|Weighted average shares               |   | 6,447,041 |   |   | 6,447,041 |   |   | 5,904,074 |   |   | 4,239,429 |  |   | 1,402,138 | 
|outstanding per U.S. GAAP             |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 
|                                      |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 
|Total Assets per Canadian GAAP        | $ | 18,866    |   | $ | 24,527    |   | $ | 176,993   |   | $ | 1,144,865 |  | $ | 770,937   | 
|Total Assets per U.S. GAAP            | $ | 18,866    |   | $ | 24,527    |   | $ | 176,993   |   | $ | 1,394,544 |  | $ | 1,097,439 | 
|Net assets (liabilities) per Canadian | $ | (168,609  | ) | $ | (251,042  | ) | $ | (114,157  | ) | $ | 859,402   |  | $ | 135,820   | 
|GAAP                                  |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 
|Net assets (liabilities) per U.S.     | $ | (168,609  | ) | $ | (251,042  | ) | $ | (114,157  | ) | $ | 1,108,207 |  | $ | 598,944   | 
|GAAP                                  |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 
|Convertible debentures (current and   | $ | 0         |   | $ | 0         |   | $ | 0         |   | $ | 155,000   |  | $ | 400,000   | 
|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.$)        | $ | 0.6797    |   | $ | 0.6388    |   | $ | 0.6650    |   | $ | 0.6801    |  | $ | 0.6634    | 
|Period Average                        |   |           |   |   |           |   |   |           |   |   |           |  |   |           | 

|Exchange Rates (CDN$ to U.S.$) |   | Period |  |   | Period |  |  |  |  |  |  |  |  |  | 
|------------------------------ | - | ------ |  | - | ------ |  |  |  |  |  |  |  |  |  | 
|for six most recent months     |   | High   |  |   | Low    |  |  |  |  |  |  |  |  |  | 
|March 2003                     | $ | 0.6854 |  | $ | 0.6685 |  |  |  |  |  |  |  |  |  | 
|April 2003                     | $ | 0.6937 |  | $ | 0.6690 |  |  |  |  |  |  |  |  |  | 
|May 2003                       | $ | 0.7458 |  | $ | 0.6928 |  |  |  |  |  |  |  |  |  | 
|June 2003                      | $ | 0.7512 |  | $ | 0.7251 |  |  |  |  |  |  |  |  |  | 
|July 2003                      | $ | 0.7497 |  | $ | 0.7043 |  |  |  |  |  |  |  |  |  | 
|August 2003                    | $ | 0.7264 |  | $ | 0.7054 |  |  |  |  |  |  |  |  |  | 
|                               |   |        |  |   |        |  |  |  |  |  |  |  |  |  | 
|Exchange Rate (CDN$ to U.S.$)  | $ | 0.7393 |  |   |        |  |  |  |  |  |  |  |  |  | 
|September 28, 2003             |   |        |  |   |        |  |  |  |  |  |  |  |  |  | 

*** 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

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D.   Risk factors.

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

The Company believes that its future profitability and success
  will depend in large part on, among other things:

- the ability to generate sufficient revenues from on-line Cupids Web
    memberships, sales of the Cupid's Web concept to businesses and establishing
    affiliate programs in designated markets;

- the ability of Cupids Web to maintain existing relationships and enter
    into new relationships with club event venues, distributors, representatives
    and other clients;

- the ability to effectively maintain and expand on existing relationships
    with media entities;

- the ability to successfully enter into new strategic relationships for distribution
    and increased usage of our recreational and Cupids Web services; and

- the ability to generate sufficient on-line traffic and sales volume to achieve
    profitability.

To date, Cupids Web has generated no revenues. Accordingly,
  the Company expects to expend significant financial and management resources
  on the launch of the Cupids Web system in new markets, strategic relationships,
  and technology and operating infrastructure. The Company expects to incur significant
  additional losses and continued negative cash flow from operations until such
  time that Cupids Web can generate positive cash flows. There can be no
  assurance that the Cupids Web funding requirement will be adequate or
  that the Company will earn revenue and achieve profitability or generate positive
  cash flow to maintain and expand its operations in future periods. In view of
  the rapidly evolving nature of the industry and the limited operating history
  of Cupids Web, the Company believes that period-to-period comparisons
  of operating results may not be accurate indicators of future financial performance.

If the Company is unable to attract capital, as needed, or
  it fails to attract and retain members for Cupids Web or it requires additional
  financing to complete development and marketing of the Cupids Web site,
  the Company may experience further significant operating losses

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and may not be able to continue as a going concern. 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 Cupids Web business model, particularly
  in the ground-based operating markets, requires significant staffing to develop
  new memberships and to create and maintain relationships with small- and medium-size
  businesses. If financing is not available when required or is not available
  on acceptable terms, the Company may be unable to develop or enhance the Cupids
  Web endeavors or take advantage of business opportunities or respond to competitive
  pressures. 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, 2003 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, 2003
  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.

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

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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 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.

It May Be Difficult To Evaluate Our Business And Prospects
  Because We Have A Limited Operating History

The Company was incorporated on January 19, 1996 and NMG was
  incorporated in May of 1999. Accordingly, the Cupids Web business has
  a limited operating history, which could affect any current or future evaluation
  of the Company and its prospects. The future prospects of the Company must be
  considered in light of the risks, expenses and difficulties frequently encountered
  by companies in their early stages of development, particularly companies in
  new and rapidly evolving markets, such as those in which the Company competes
  and may compete.

The particular early stage risks that will impact the Company
  include, but are not limited to the:

- unstable, volatile and rapidly changing Internet markets which make the
    Companys business models unpredictable and may subject it to constant
    change or a business approach that is not consistent with managements
    current plans;

lack of acceptance of the Companys services by Internet users, consumers
      and business customers because of the success of competing dating services
      including Match.com and Matchmaker.com on the Internet; and




possible inability to continue as a going concern, if insufficient
      revenues are generated or insufficient financing is received.


To address these risks, the Company must be successful in attracting and
    retaining an audience of frequent users of Cupids Web in target markets
    while responding to competitive developments, many of which may be beyond
    the Companys control. If the Company does 6


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not succeed in attracting a strong Cupids Web audience,
  its business plans may not succeed and the Company may not be able to operate
  successfully.

Our Members May Elect To Terminate Their Membership
  Once They Are Charged A Membership Fee.

To date, the Company has not charged any membership fees.
  Membership fees may be charged to new and continuing members once we have reached
  a 15,000-member base. At that time, and thereafter, members who have had a free
  membership to date or who consider the service on some introductory membership
  opportunity in the future, may decide to terminate their memberships once they
  become subject to ongoing fees. As a result, it may be difficult for the Company
  to predict its membership base and to sustain a membership base, which is sufficient
  to serve existing members and to attract new members.

We Are Not Currently Able To Confirm The Level Of Usage
  Of Cupids Web Because The Service Is Being Offered On A Free Membership
  Basis

While the Company is offering free memberships, we cannot
  properly collect data concerning the level of active usage to differentiate
  between members and visitors since the collection of such information might
  be treated as an invasion of the privacy of persons who come to the Cupid's
  Web site only as visitors and do not sign up as members. When membership
  fees are being charged the members will need to "sign-up" and provide appropriate
  personal information and consent to data collection. We will then be able to
  track the level of usage by members. Until then, it will not be possible for
  us to accurately or properly determine active usage of Cupids Web by members
  or visitors. During the early stages of operations, the lack of such data may
  negatively impact our ability to effectively predict active member and visitor
  use of the site and, therefore, may impact the precision of our financial projections.

Our Operating Results May Prove Unpredictable

As a result of the Companys limited operating history,
  and the emerging nature of the Cupids Web markets, in which the Company
  competes, the Company is unable to accurately forecast its future revenues.

The Company expects to experience significant fluctuations
  in its future operating results due to a variety of factors. Factors that may
  adversely affect operating results include, but are not limited to, the ability
  to increase the number of users of the Cupids Web service and revenues
  generated from memberships and the Companys ability to attract business
  associates at a steady rate and to maintain customer satisfaction among those
  participants, and the amount of expenditures committed by businesses to on-line
  advertising and the level of use and consumer acceptance of the Web and on-line
  services for services such as those offered by the Company and general political
  or economic conditions and particular events affecting the cities in which the
  Company operates or may operate.

Unfavorable changes in any of the above factors could adversely
  affect the Companys revenues, gross margins and results of operations
  in future periods. The number of Cupids Web customers and the revenues
  generated by the Company in maintaining and expanding

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the customer base is largely in the Companys control.
  The announcement and introduction of new and enhanced services by the Company,
  the amount and timing of operating costs and capital expenditures relating to
  the business and infrastructure and the ability to attract business associates
  at a steady rate and to maintain customer satisfaction are largely within the
  Companys control. Factors largely beyond the Companys control are
  the amount of online advertising expenditures by businesses and all of the general
  and local political and economic conditions. All of these factors will impact
  the short-term and long-term financial results of the Company.

As a result of the foregoing, the Company believes that comparisons
  of its results of operations may not be a reliable indicator of future performance.
  In addition, the results of any quarterly period are not indicative of results
  to be expected for a full fiscal year. The foregoing factors, which are largely
  unpredictable and may cause significant fluctuations in operating results, may
  cause its annual or quarterly results of operations to be below the expectations
  of investors.

Since We Are Entering A New And Uncertain Market, We
  Cannot Anticipate The Direction The Market Will Take Or Whether Our Services
  Will Be Accepted In The New Market

While traditional dating services have existed from many years,
  the markets for the Companys Internet based dating services and the related
  integrated business-to-business and business-to-consumer services have only
  recently begun to develop in the general marketplace, are rapidly evolving and
  are characterized by a number of entrants that have introduced or plan to introduce
  competing services. As is typical in the case of new and rapidly evolving industries,
  demand and market acceptance for recently introduced services are subject to
  a high level of uncertainty and risk. It is therefore difficult to predict the
  size and future growth rate, if any, of these markets. There can be no assurance
  that the Internet and business-to-business markets for the Companys services
  will develop or that demand for the Companys services will emerge or become
  economically sustainable. The success of the Cupids Web service will depend
  on the willingness of consumers to continue to seek relationships via the Internet
  rather than through traditional non-Internet dating services. If this apparent
  willingness fails to develop or develops more slowly than anticipated or if
  customer turnover rates are higher than expected, the Companys business,
  financial condition and results of operations could be materially and adversely
  affected.

Our Business Depends On The Continued Growth Of On-Line
  Commerce

The Companys future Cupids Web revenues and any
  future profits are substantially dependent upon the widespread acceptance and
  use of the Internet and on-line services and a continued confidence by individuals
  in sharing personal information on the Internet and the ability of the Company
  to attract business advertising. To attract and retain businesses as advertisers,
  the Company will need to have a sufficiently large database and effective Web
  pages. Rapid growth in the use of and interest in the Web, the Internet and
  commercial online services is a recent phenomenon, and there can be no assurance
  that acceptance and use will continue to develop or that a sufficiently broad
  base of consumers will adopt, and

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continue to use, the Web and on-line services as a medium
  of commerce or for seeking relationships. Also, our potential members may return
  to traditionally non-Internet dating services or elect to continue to use that
  medium.

If We Are Unable To Attract And Retain Skilled Sales
  Personnel, Our Business Will Be Harmed

The Company intends to derive its revenues from its sales
  of Cupids Web memberships in markets identified by the Company. As such,
  the Company will depend on its direct sales force to identify special groups,
  business associates, and other affiliation opportunities in these markets and
  to organize and stage local membership events. The Company expects to need two
  sales persons to launch Cupids Web in each new market. While the Company
  has identified that it will require two sales persons to launch Cupids
  Web in each new market, it has not made any plans for the number of markets
  it will enter during the next twelve months because entry into the market will
  depend on available operating cash flow or other funds. If the funding is not
  available, the Company will not be able to enter new markets.

The creation of new revenue from Cupids Web members
  and its rollout in additional cities requires the services of a trained sales
  force, including managers working directly for the Company and local commission-based
  persons identified by the local managers to sell advertising and memberships.
  Accordingly, a shortage in the number of sales people could limit its ability
  to develop markets in new cities or to maintain or increase its number of business
  affiliates or members in cities in which it already operates. The Company has
  in the past, and expects in the future, to experience a high rate of turnover
  in its sales force. This has been the traditional pattern among people involved
  in Internet sales. As websites proliferate, such sales force personnel, particularly
  those on commission, frequently seek other, apparently more attractive opportunities
  especially during this period of low unemployment. There can be no assurance
  that turnover will not increase in the future or have a material adverse effect
  on sales, which could have a material adverse effect on the Companys business,
  financial condition and results of operations.

The Loss Of Key Personnel Who Have Sales And Marketing
  Experience Could Adversely Affect Our Business

The success of the Cupids Web endeavors depend to a
  significant degree upon the continued contributions of the management team,
  particularly Glen Kertz for Cupids Web. The loss of the services of Mr.
  Kertz, or Mr. Edward Ford, each of who knows the Companys current business
  operations and has been actively involved in our efforts to initiate Cupids
  Web, could have a material adverse effect on those activities. A loss of the
  named individuals would have a material adverse effect on the Companys
  overall business, financial condition and results of operations. None of the
  named individuals has an employment contract and they therefore may voluntarily
  terminate their employment with the Company at any time. Competition for qualified
  employees is intense.

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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.

If We Are Unable To Establish Our Name As A Preferred
  Provider, Our Business And Competitive Position Could Be Harmed

The Company believes that establishing and maintaining the
  Cupids Web brand is critical to its efforts to attract members and
  business affiliates to its sites and that the importance of brand recognition
  will increase due to the growing number of Internet sites and relatively low
  barriers of entry for providing Internet content. If consumers and business
  customers do not perceive the content of the Cupids Web site or the access
  to business advertisement and special offers to be of high quality, the Company
  will be unsuccessful in promoting and maintaining the Cupids Web brand.

If We Are Unable To Rapidly Rollout Our Services To
  New Markets, We May Not Be Able To Expand Our Business

The Companys future success will depend to a significant
  extent on its ability, to rapidly rollout the Cupids Webs service
  in additional cities in the United States and internationally. Rollout will
  mean the identification of the markets to be targeted, marketing to business
  associates and the addition of two persons in each city where Cupids Web
  elects to expand. These sales people will sell memberships and banner advertising
  for local businesses. As of March 31, 2003, the Company had initiated its services
  in Houston, and as working capital permits intends to expand its services in
  additional cities, first in Texas, then elsewhere in the United States, and,
  eventually, internationally. The rollout of the Cupids Web to other cities
  in Texas will depend on the success in the Houston market and the availability
  of funds to cover the costs of entering the market. Currently, approximately
  90% of the membership base is in the Houston area. While the Company has not
  established the timing of entry into additional markets in Texas, it would expect
  that some markets outside of Houston will be entered as funds are available.
  Expansion of the Companys technology capabilities could result in significant
  expenses. Moreover, the strain placed on the Companys resources by simultaneous
  launches of the Cupids Web service in multiple cities may adversely affect
  the rollout schedule or quality of the service in a particular city. There can
  be no assurance that the Company will be able to launch the Cupids Web
  service in additional markets in a cost-effective manner. The Company expects
  to obtain the required funds for expansion from ongoing operations or, as available,
  equity or debt financing. Any new service that is not favorably received by
  local businesses or members could damage the Companys reputation or the
  Cupids Web brand.

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As A New Online Service, We May Not Be Able To Compete
  With Well Established Traditional Services Or With The Large Internet Services
  Which Have Preceded Us In The Market

There are many dating-related services in operation today.
  Certain of these service types, such as print personal ads, have been in operation
  for many years. Internet-based services have only been operational for the last
  two to three years, primarily due to the relative newness of the Internet. Dating
  services are offered through a variety of distribution channels with diverse
  pricing structures. Typically, the services fall into one of four distinct groups:

- print-only personal ads through alternative or mainstream
      publications which use a toll-based telephone voicemail system (ex., Houston
      Press, Single File, etc.);
- Internet-only services (ex., Match.com and Matchmaker.com)
- toll-based, telephone voicemail services (ex., TelePersonals
      and QuestPersonals); and
- traditional singles matching services (ex.,
      Its Just Lunch and Great Expectations)

Fees for utilizing these services range from approximately $2.00 per minute
    of telephone usage for the print-only and telephone voicemail services, to
    approximately $10.00 to $15.00 a month for the Internet-only services, to
    $1,000 or more for the matching services. The Company believes that the principal competitive factors which the Cupids
    Web will face from other providers are:


- the depth, quality and comprehensiveness of the content
      provided to persons who have become members;
- the ease of use and search capacity of the Cupids
      Web site as compared to the other sites; and
- the level of distribution of the site and the brand recognition
      of Cupids Web as compared to the other sites and services.

Many of the Companys competitors have greater financial and marketing
    resources than it does and such competitors may have significant competitive
    advantages through other lines of business and existing business relationships.
    There can be no assurance that the Company will be able to successfully compete
    against its current or future competitors or that competition will not have
    a material adverse effect on the business, financial condition and results
    of operations. Furthermore, as a strategic response to changes in the competitive
    environment, the Company may make certain pricing, servicing or marketing
    decisions or enter into acquisitions or new ventures that could have a material
    adverse effect on its business, financial condition and results of operations. 11


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The Effectiveness Of The Internet For Advertising And
  Marketing Is Still Being Proven And This May Discourage Advertisers From Using
  Our Site

The usage of the Web for services such as those offered by
  the Company will depend in significant part on continued rapid growth in the
  number of households and commercial institutions with access to the Web, in
  the level of usage by individuals and in the number and quality of products
  and services offered by our Business Associates. Because usage of the Web as
  a source for information, products and services is a relatively recent phenomenon,
  it is difficult to predict whether the number of users drawn to the Web will
  continue to increase and whether any significant market for usage of the Web
  for such purposes will continue to develop and expand. There can be no assurance
  that Internet usage patterns will not change as the novelty of the medium recedes
  or that the quality of products and services offered on-line will improve sufficiently
  to continue to support user interest. Failure of the Web to stimulate user interest
  and be accessible to a broad audience at moderate costs would jeopardize the
  markets for the Companys services.

Changes in Laws or Regulations May Adversely Affect
  Our Ability to Collect Demographic and Personal Information from Users and Could
  Affect Our Ability to Attract Advertisers

Legislatures and government agencies have adopted and are
  considering adopting laws and regulations regarding the collection and use of
  personal information obtained from individuals when accessing websites. For
  example, Congress recently enacted the Childrens Online Privacy Protection
  Act, which restricts the ability of Internet companies to collect information
  from children under the age of 13 without their parents consent. In addition,
  the Federal Trade Commission and state and local authorities have been investigating
  Internet companies regarding their use of personal information. The Companys
  privacy programs may not conform with laws or regulations that are adopted.
  In addition, these legislative and regulatory initiatives may adversely affect
  the Companys ability to use the demographic and personal information collected
  from members for purposes other than communications among the members. This
  could have an adverse effect on the Companys ability to provide business
  affiliates and advertisers with demographic information.

The European Union has adopted a directive that imposes restriction
  on the collection and use of personal data. The directive could impose restrictions
  that are more stringent than current Internet privacy standards in the Unites
  States. If this directive were applied to the Company it may prevent the Company
  from collecting data from users in European Union member countries or subject
  it to liability for use of information in contravention of the directive. Other
  countries have adopted or may adopt similar legislation. To the extent these
  regulations affect the Companys ability to use and distribute the demographic
  and personal information collected from the members, it will affect the Companys
  decisions concerning its business operations in these countries. In additions,
  the Company may incur additional expenses if new regulations regarding the use
  of personal information are introduced or if the Companys activities become
  the subject of government review or statutory disclosures.

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Our Success Will Depend On Continued Reliability Of
  The Internet And The Capacity Of Our Co-Locator And Web Hosting Service

The satisfactory performance, reliability and availability
  of the Companys network infrastructures are critical to attracting Web
  users and maintaining relationships with business customers and members. System
  interruptions that result in the unavailability of sites or slower response
  times for members would reduce the number of members and revenue resulting there
  from. Additionally, any substantial increase in traffic to the Companys
  services will require it to expand and adapt its network infrastructure. The
  Companys infrastructure can now accommodate 250,000 simultaneous users,
  which is substantially above our needs. While the system is fully scalable to
  meet anticipated needs, if the Company were unable to add additional software
  and hardware to accommodate increased traffic on Company services may cause
  unanticipated system disruptions could occur and may result in slower response
  times. The Company currently co-locates its web server in Houston, Texas where
  a third party provider is responsible for day-to-day operations of the server.
  However, as with any telecommunications and computer dependent business, the
  Companys operations are vulnerable to interruption by fire, earthquake,
  power loss, telecommunications failure and other events beyond its control.
  Also, substantially all the Companys server equipment is currently located
  in Texas in areas that are susceptible to tropical storms.

If Online Security Measures Fail, We Could Lose Users
  And Advertisers And Could Be Subject To Claims For Damages From Our Users, Advertisers
  And Merchants

A fundamental requirement for on-line commerce and communications
  is the secure transmission of confidential information over public networks.
  The Company will be relying on encryption and authentication technology licensed
  from third parties to provide the security and authentication necessary to effect
  secure transmission of confidential information. In addition, the Company maintains
  a confidential database of consumer profiles and transaction information. To
  date, the integrity of our systems have not been compromised, but there can
  be no assurance that advances in computer capabilities, new discoveries in the
  field of cryptography or other events or developments will not result in a compromise
  or breach of the methods used by the Company to protect consumer transaction
  and personal data contained in the database. If any such compromise of security
  were to occur, it could have a material adverse effect on the Companys
  reputation and on its business, operating results and financial condition. A
  party who is able to circumvent the Companys security measures could misappropriate
  proprietary information or cause interruptions in the operations. The Company
  may be required to expend significant capital and other resources to protect
  against such security breaches or to alleviate problems caused by such breaches.
  Concerns over the security of transactions conducted on the Internet and commercial
  on-line services and the privacy of users may also inhibit the growth of the
  Web and on-line services as a means of conducting commercial transactions. To
  the extent that the Companys activities or those of third-party contractors
  involve the storage and transmission of proprietary information, such as credit
  card numbers or other personal information, security breaches could expose the
  Company to a risk of loss or litigation and possible liability.

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If There Are Any Unauthorized Credit Card Transactions,
  The Company May Suffer Losses

The Company may suffer losses as a result of orders placed
  with fraudulent credit card data, even though the associated financial institution
  has authorized the consumers payment for such orders. Under current credit
  card practices, the Company is liable, as a merchant, for fraudulent credit
  card transactions where, as is the case with some of the membership fee transactions
  processed by the Company, no cardholder signature is obtained. There can be
  no assurance that the Company will not suffer significant losses as a result
  of fraudulent use of credit card data in the future, which could have a material
  adverse effect its business, financial condition and results of operations.

We May Be Subject To Liability If We Do Not Use Our
  Information Correctly Or If Private Information Provided By Our Users Is Misused

The Company may face potential liability for defamation, negligence,
  copyright, patent or trademark infringement and other claims based on the nature
  and content of the materials that appear on the Cupids Web on-line sites
  or on sites operated by its Associates. Such claims have been brought, and sometimes
  successfully pressed, against on-line services. Any imposition of liability,
  particularly liability that is not covered by insurance or is in excess of insurance
  coverage, could have a material adverse effect on the Companys reputation
  and its business, financial conditions 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.

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 in the Internet and on-line commerce industries and changes in the
  market valuations of other Internet or on-line service companies, 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.

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Further, the stock markets in general, and the markets for
  Internet-related and technology companies in particular, 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 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.

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

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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.

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

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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.

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.

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|B. | Business overview.
|-- | ------------------

The dating service concept offered as Cupids Web
  is designed to reach and attract both Internet and non-computer member users.
  The Company plans to tailor the integrated marketing approaches through Cupids
  Web to meet the individual geographic and demographic requirements of its users
  and to also customize its market information and marketing leads to meet the
  particular requirements of different advertisers. This will allow an advertiser
  to reach its targeted markets and will prevent the Companys dating service
  subscribers from receiving advertising or marketing information that is not
  suited to their specific buying or service needs or preferences. If the strategy
  is successful, the Company will have revenues from membership fees, advertising,
  web design and Internet service provider (ISP) fees, and commissions
  from the advertiser sales. Management believes that the cross selling opportunities
  between Internet based dating services and traditional ground-based dating services
  will give the Company an opportunity to explore, test, and confirm the viability
  of its fully integrated marketing strategy. To attract users and test its strategy,
  the Company is currently offering the dating service on a no fee basis and is
  pursuing businesses to participate as marketing associates and ISP clients,
  with first revenues from both activities anticipated once the strategy can be
  proven effective.

For its integrated marketing strategy, management hopes to
  build strong brand recognition, strengthen member loyalty, increase member traffic
  through Cupids Web and to enhance business-to-business relationships,
  develop incremental revenue opportunities through affiliated or related sites,
  acquire complementary businesses, products or technologies and implement a banner
  advertising program on the Cupids Web site. To test the market and to
  increase the database from the users of Cupids Web, the Company has allowed
  free access to the dating service. Achieving profitability on Cupids Web
  is dependent upon the Companys continued growth and its ability to generate
  and sustain increasing member traffic and to generate revenues from members
  and from advertising and marketing activities.

The Company formed NMG in May 1999 as a marketing enterprise
  focused on continually developing products and services that allow for business-to-business
  and business-to-consumer Internet marketing. NMG will develop customized market
  information and marketing leads to meet the particular requirements of its users
  and of both Internet and non-Internet advertisers. NMGs current plan is
  to focus on an interactive dating system, called Cupids Web (www.cupidsweb.com),
  that is designed as a service for both computer and non-computer users and as
  a vehicle for traditional advertising and marketing.

The Cupids Web service was launched in late 1999 on
  a no fee test basis and currently provides both Internet-based dating services
  and traditional ground-based dating services. It allows individuals to become
  members over the Internet or in direct sign-ups and to communicate with other
  members through the Cupids Web Internet site or the collateral voicemail
  system. Individuals without full Internet access can become voicemail members
  and communicate with other members through the Cupids Web telephone voicemail
  system. Depending on the type of membership, non-members can browse
  the Cupids Web site and communicate with members on the site via the Internet
  or by telephone voicemail. The service is targeted to single adults.

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The Cupids Web service is designed to serve as a conduit
  for businesses seeking to market products or services to consumers in business-to-business
  and business-to-consumer relationships. For these users, the Company will accept
  advertising or serve as an ISP to develop a website, residing within the Cupids
  Web site, to allow the individual business to use banners and other advertising,
  coupons and promotional strategies to promote their business products and services
  to Cupids Web members and others who are browsing the site. In return,
  these businesses will pay a fee to NMG and will be expected to offer discounts
  on their products and services to Cupids Web members. The Company does
  not expect to implement the business-to-business relationships until it begins
  to charge for the dating service. In the meantime, the Company is seeking business
  prospects that are interested in using the Companys ISP services, but,
  to date, no formal arrangements have been executed, no revenues have been generated
  and there are no business websites residing in the Cupids Web site. The
  Company expects to charge fees of approximately $100 per month to establish
  and maintain a website for an individual business.

Since the success of dating services and cross-selling and
  marketing strategies will depend on a sufficiently large membership base in
  a specified geographical area, the Company has launched its initial membership
  drive on a free membership basis in the Houston market. As of March 31, 2003,
  the Company had approximately 10,000 free members in both the Internet and voicemail
  applications and is actively involved in promoting the service through the Internet
  and traditional advertising, a major prize contest, local retail promotions
  and by hosting events. Currently, 90% of the members are Internet based members.
  There is no assurance that the Company will be successful in retaining members
  when current members receiving free memberships are shifted to a paying membership
  status. In that event, the Company will need to continually attract new members
  to maintain a minimum membership base and would need to accelerate the rate
  at which it attracts new members to increase the overall paying membership base.

Currently the Company is offering free membership in Cupids
  Web to build the initial membership and to obtain the membership database. Management
  believes that a significant database of members is a critical element to make
  the service attractive, it anticipates that members will not be interested in
  a dating service that has a limited selection of participants. Since Cupids
  Web is a new endeavor, management is not able to predict with any certainty
  the number of persons in the database needed to reach the critical mass. While
  most of the Companys ground based efforts and sign-up events to date have
  been in the Houston area and approximately 90% of the membership base is in
  the Houston area, the site has attracted members from all states in the U.S.
  and from 62 foreign countries.

As capital permits, the Company continues to focus on Cupids
  Web. For the twelve-month period ended March 31, 2003 the Company reduced its
  overhead burden by approximately 80% when compared to the comparable period
  in 2002. These reductions have been facilitated by the elimination of certain
  expenses due to the Companys working capital deficit. To date, no revenue
  has been earned from the Cupids Web business, and no capital is available
  to promote or market the service

19

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As at March 31, 2003., the Company has substantially reduced
  its business activity, has accumulated losses totaling $3,168,029 and had a
  working capital deficiency of $168,609. The continuation of the Company is dependent
  upon the financial support of shareholders as well as obtaining long-term financing
  so the Company can recommence the development and marketing of memberships on
  its interactive platform "Cupid's Web" and works towards profitable 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.

The Company has also been exploring other business opportunities
  that might allow the Company to re-start commercial operations

The Company expects that its revenues will come from a combination
  of membership fees, advertising revenues and the business website and other
  services. However, there is no assurance that these business plans will succeed
  or that the Company will achieve its revenue model. 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.



|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

20

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Houston, Texas, USA. The lease for these premises expired in
  June 2001 and was not renewed. All activities of NMG are now been conducted
  out of the premises of the Company's president in Orange, Texas. The lease is
  month-to-month with no fixed term and the monthly rent is currently $1. The
  market value of these lease premises would be approximately $500 per month.

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 11 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.

As capital permits, the Company continues to focus on an interactive
  dating service called Cupids Web which is designed to serve both computer
  and non-computer users. The Company has also been exploring other business opportunities
  that might allow the Company to re-start commercial operations

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
  reaches 15,000 members, and the Company has available the necessary working
  capital it expects 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, and
  no capital is available to promote or market the service.

As at March 31, 2003, the Company has substantially reduced
  its business activity, has accumulated losses totaling $3,168,029 and had a
  working capital deficiency of $168,609. The continuation of the Company is dependent
  upon the financial support of shareholders as well as obtaining long-term financing
  so the Company can recommence the development and marketing of memberships on
  its interactive platform "Cupid's Web" and works towards profitable operations.
  Management is currently seeking new sources of equity financing. While the

21

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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. 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 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.

The Company has a significant working capital deficiency and
  its continuation is dependent upon the continued financial support of shareholders
  and management as well as obtaining long-term financing while the Company continues
  to develop and market memberships on its interactive

22

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platform Cupids Web and works toward profitable operations.
  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. The Company plans to recognize revenue from memberships on a straight-line
  basis over the related contractual membership period for US and Canadian GAAP
  which will comply with SEC Staff Accounting Bulletin No. 101 (Topic 13, Question
  6). Membership fees will be non-refundable, but the real value of the service
  provided to the customer is not expected to be in the initial set-up, but the
  ongoing services obtained over the term of the agreement. In terms of the revenue
  arrangements mentioned in the Companys marketing strategy, the Company
  plans to record gross revenue recognized from the memberships and a referral
  fee to the various partners. The referral arrangements are expected to work
  similar to normal commission arrangements for referral fees whereby the Company
  retains all the risks and rewards associated with collection of membership fees.
  Disclosure of the Companys revenue recognition policy will be included
  in future financial statements once the revenue-earning process commences for
  the Internet 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, 2003 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, 2003
  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.

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 $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

23

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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 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.

24

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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.

Results of Operations for the Years Ended March 31, 2001
  and March 31, 2000

For the years ended March 31, 2001 and March 31, 2000, the
  Company had losses from continued operations of $1,308,481 and $644,560, respectively.

Internet Marketing

During the year ended March 31, 2001, 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 was actively involved in development,
  test marketing and promoting the service by way of Internet and traditional
  advertising and local retail promotions. No revenues were earned from its Internet
  marketing activities for the years ended March 31, 2001 or March 31, 2000.

The Company spent a total of $1,376,165 (2000 - $630,451)
  in general expenses primarily related to Cupids Web and the pursuit of
  the Together Group acquisition. The increase in general expenses was due to
  an increase in consulting, professional fees and travel costs in 2001.

The increase in consulting fees during the 2001 fiscal year
  is because in December 31, 2000 when all staff were laid off, several former
  employees were hired back as contractors. During the year the Company had also
  hired a communication firm to provide investor relations services at a fee of
  $4,000 per month. Professional fees for the year ended March 31, 2001 were primarily
  made up costs associated with legal, audit and investment banking fees; and
  compliance with regulatory requirements a majority of which were particularly
  related to the Together Group

25

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acquisition. As the Company continued to discuss this acquisition,
  all associated costs were expensed as professional fees in the year incurred.
  During 2000, professional fees were primarily made up of routine costs associated
  with legal and audit fees.

Travel costs have increased during the year due to increased
  travel required by management in connection with the proposed Together Group
  acquisition.

The interest on long-term debt and convertible debentures
  decreased in the year as all of the convertible debentures were converted into
  share capital during the early part of the year. Filing and transfer fees for
  the year ended March 31, 2001 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, 2001 the Company earned interest
  income of $13,097 (2000 -$21,391). 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
  gain on its U.S. dollar denominated cash and term deposits of $54,587 (2000
  loss - $35,500) as a result of a change in U.S. vs. Canadian dollar exchange
  rates.

Discontinued Recreational Activities

Revenues from the recreational operations of Bikestar and
  Arizona Outback for the years ended March 31, 2001 and March 31, 2000 were $419,486
  and $226,692, respectively and were primarily from the adventure tour operations
  of Arizona Outback. The change in revenue was primarily due to greater acceptance
  of Arizona Outback and Bikestar services.

The recreational activities incurred losses of $268,605 and
  $245,354 for the years ended March 31, 2001 and March 31, 2000, respectively.
  Losses for the 2001 included a loss on disposition of the discontinued operations
  of $126,658.

Net Loss and Net Loss Per Share

Due to the significant increase in expenses incurred the Company
  related to Dupids Web and the Together Group transaction the Company recorded
  a Net Loss of $1,308,481 or $0.21 per share from continued operations. In 2000
  the Company recorded a Net Loss of $644,560 or $0.14 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 speed and scope of market acceptance of Cupids Web concept and
    business implementation;

26

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- changes in the growth rate of Internet usage and the
      interest of consumers in using Internet based dating services;
- the emergence of new services and technologies in the
      market in which the Company now operates; and
- the impact of the completion and implementation of the
      transactions contemplated by the various agreements including those with
      fun-e business, the LiveSite and the Together Group.

The Company also faces foreign currency exchange risk as a
  majority of its revenue will be denominated in U.S. currency and a significant
  portion of its current operating costs are in incurred in Canadian currency.
  Significant fluctuations in the foreign exchange rate between U.S. and Canadian
  currency will result in fluctuations in the Companys annual results.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Companys
  March 31, 2003 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
  $3,168,029 being primarily made up of 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 $168,609 as at March 31, 2003. 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. Subsequent to the end of
  the period, on August 16, 2002, Nettron announced that it was attempting to
  market a non-brokered private placement to provide working capital to the Company.

As noted in Note 1 to the March 31, 2003 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, 2003 the Company raised $15,378
  of net cash proceeds from the issuance of shares and share subscriptions (2002
  - $0; 2001 - $449,401; 2000 - $1,231,000). Operating activities of the Company
  during the year ended March 31, 2003 utilized $8,521 (2002

27

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- $118,384; 2001 - $1,065,061; 2000 - $818,491) of cash on
  hand. The Company also during the year ended March 31, 2003 used $0 to purchase
  capital assets for continuing operations (2002 - $0; 2001 - $11,607; 2000 -
  $58,314) and $0 (2002 - $0; 2001 - $7,268; 2000 - $16,706) of capital assets
  for discontinued operations.

As at March 31, 2003 the Company had cash and term deposits
  of $7,786 and a working capital deficit of $168,609.

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.
  While the Company is expending its best efforts to achieve profitable operations,
  there is no assurance that any of its business activities will generate sufficient
  funds to sustain its existing and planed operations.

The Company believes that a minimum of $50,000 must be raised
  for the company to continue operations through March 31, 2004. The Company continues
  its efforts to secure the required financing.

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 the development, marketing and operations of Cupids
  Web. As the Company begins further development and marketing of new products
  and services, additional personnel with differing areas of expertise will be
  utilized. 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.

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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.

|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                                      | 51  | 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                              | 69  | 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                           | 71  | 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                            | 67  | 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                                     | 62  | 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, 2003, directors and officers, including private companies controlled by
  directors and officers, as a group, were paid a total of $4,500 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

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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, 2002 the Company had no salaried employees. At March
  31, 2001 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 September 26, 2003, 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.

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As of September 26, 2003, the Company had entered into the following agreements
  granting the following options under the 1996 Plan:

| |                                             | Number of CommonShares Under Option |  | Exercise Price perCommon Share |  | Expiry Date | 
| | ------------------------------------------- | ----------------------------------- |  | ------------------------------ |  | ----------- | 
| | 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 August 29, 2003, the Company had fifty-eight shareholders
  of record, of which forty-nine were United States residents. At August 29, 2003,
  these United States shareholders held 4,244,679 shares, representing approximately
  65.6% of the outstanding shares.

The following table sets forth certain information regarding
  beneficial ownership of the Companys shares at September 26, 2003 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 Septemebr
  29, 2003 there were 6,435,374 common shares issued and outstanding. Each of
  the listed persons may be reached at the Companys head offices.

31

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|                                                  | Amount and |     |           | 
|------------------------------------------------- | ---------- | --- | --------- | 
|                                                  | Nature of  |     |           | 
|                                                  | Beneficial |     | Percentof | 
|Name and Address of Beneficial Owner              | Ownership  |     | 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 9 to the audited March 31, 2003 financial
  statements of the Company during the fiscal year ended March 31, 2002, 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
  $93,619 (2001 - $83,768) due to directors and companies controlled by directors.
  Accounts receivable includes $Nil (2002 -$Nil) owing from these same parties.

b) During the three year period ended March 31, 2003, the
  Company paid fees to directors and companies controlled by directors for the
  following services:

32

---

|                       | 2003   | 2002    | 2001    
|---------------------- | ------ | ------- | --------
|Consulting             | $0     | $5,000  | $9,023  
|Management fees        | $4,500 | $36,000 | $132,319
|Rent                   | $4,500 | $3,179  | $4,500  
|Office & Miscellaneous | $394   | $2,564  | $0      

Expenses pertaining to discontinued operations:

|                | 2003 | 2002 | 2001   
|--------------- | ---- | ---- | -------
|Management fees | $0   | $0   | $59,286
|Other           | $0   | $0   | $51,635

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, 2003 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.

33

---

|Period                           | U.S. OTCHighU.S.($) | U.S. OTCLowU.S.($) |  | TSX-VHighCDN($) | TSX-VLowCDN($)
|-------------------------------- | ------------------- | ------------------ |  | --------------- | --------------
|                                 |                     |                    |  |                 |               
|Year ended March 31, 1999        | N/A                 | N/A                |  | 1.25            | 0.60          
|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          
|Quarter ended June 30, 2001      | 0.21                | 0.12               |  | 0.45            | 0.15          
|Quarter ended September 30, 2001 | 0.09                | 0.08               |  | 0.20            | 0.10          
|Quarter ended December 31, 2001  | 0.09                | 0.015              |  | 0.14            | 0.02          
|Quarter ended March 31, 2002     | 0.10                | 0.03               |  | 0.16            | 0.02          
|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          
|Month ended March 31, 2003       | 0.01                | 0.01               |  | 0.02            | 0.02          
|Month ended April 30, 2003       | 0.01                | 0.01               |  | 0.02            | 0.02          
|Month ended May 31, 2003         | 0.025               | 0.025              |  | 0.02            | 0.01          
|Month ended June 30, 2003        | 0.025               | 0.025              |  | 0.01            | 0.01          
|Month ended July 31, 2003        | 0.025               | 0.01               |  | 0.01            | 0.01          
|Month ended August 30, 2003      | 0.01                | 0.01               |  | 0.02            | 0.01          

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 and
  September 27, 2002.

34

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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 or

35

---

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 business as a trader or dealer in securities;

- an acquisition of control of the Company in connection with the realization
    of security granted for a loan or other financial assistance and not for a
    purpose related to the provisions of 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 indirect control in fact of the Company, through the ownership of common
    shares, remained unchanged.

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

36

---

lessen competition substantially, he may apply as may be necessary
  to eliminate the substantial 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.

37

---

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 nonresident did not
  deal at arms length for purposes of the Canadian Income Tax Act. For this

38

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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.

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.

39

---

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.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable

ITEM 16B. CODE OF ETHICS

Not applicable

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
  COMMITTEES

Not applicable

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.

Comments by Auditors for U.S. Readers on Canada  U.S.
    Reporting Differences. Consolidated Financial Statements. Consolidated Balance Sheets as at March 31, 2003 and March
    31, 2002. Consolidated Statements of Operations and Deficit for the
    years ended March 31, 2003, 2002 and 2001. Consolidated Statements of Cash Flows for the years ended
    March 31, 2003, 2002 and 2001.


40

---

Notes to the Consolidated Financial Statements.


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.302 of the Sarbanes-Oxley Act
      of 2002
| | ---- | ------------------------------------------------------------------------------------
| | 12.2 | Certification of Director pursuant to s.302 of the Sarbanes-Oxley Act
      of 2002 
| | 13.1 | Certification of President pursuant to s.906 of the Sarbanes-Oxley Act
      of 2002
| | 13.2 | Certification of Director pursuant to s.906 of the Sarbanes-Oxley Act
      of 2002 
| | 99.1 | Notice of Change of Auditors                                                        
| | 99.2 | Successor Auditor Letter                                                            
| | 99.3 | Predecessor Auditor Letter                                                          

41

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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 Amendment to the Registration
  Statement Form 20-F to be signed on its behalf by the undersigned, thereunto
  duly authorized.

|                         | NETTRON.COM, INC.
|------------------------ | -----------------
|                         |                  
|Date: September 29, 2003 | By:              
|                         | Name:            
|                         | Title:           
|                         |                  

---

NETTRON.COM, INC.

AUDITORS REPORT AND

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2003, 2002 AND 2001
  (Expressed in Canadian Dollars)

---

Nettron.Com, Inc.

March 31, 2003

(Expressed in Canadian Dollars)

Index

|                                           | Page   | 
|------------------------------------------ | ------ | 
|                                           |        | 
|AUDITORS REPORT                           | 1      | 
|                                           |        | 
|CONSOLIDATED FINANCIAL STATEMENTS          |        | 
|                                           |        | 
|Balance
      Sheets                       | 2      | 
|                                           |        | 
|Statements
      of Operations and Deficit | 3      | 
|                                           |        | 
|Statements
      of Cash Flows             | 4      | 
|                                           |        | 
|Notes
      to the Financial Statements    | 5 - 17 | 

---

AUDITORS REPORT

To: The Shareholders of 
         Nettron.Com, Inc.

We have audited the consolidated balance sheet of Nettron.Com,
  Inc. as at March 31, 2003 and the consolidated statements of operations and
  deficit and cash flows for the year ended March 31, 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 audit.

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, 2003 and the results of its operations and cash flows for the year then
  ended in accordance with accounting principles generally accepted in Canada
  applied on a consistent basis.

The comparative figures for 2002 and 2001 were audited by
  other auditors who expressed their opinion without reservation in the reports
  dated August 27, 2002 and August 8, 2001.

|                  | Charlton & Company 
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | CHARTERED ACCOUNTANTS
|August 12, 2003   |                      

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 August 12, 2003 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 
|----------------- | ---------------------
|                  |                      
|Vancouver, Canada | CHARTERED ACCOUNTANTS
|August 12, 2003   |                      

Page 1

---

|Nettron.Com, Inc.
      Consolidated Balance Sheets
      As at March 31, 2003 (Expressed in Canadian Dollars)
|--------------------------------------------------------------------------------------------------------------

|                                                 |   | 2003       |   |   | 2002       |  
|------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                 |   |            |   |   |            |  
|ASSETS                                           |  
|                                                 |   |            |   |   |            |  
|Current                                          |   |            |   |   |            |  
|Cash and term deposits                           | $ | 7,786      |   | $ | 929        |  
|Accounts receivable                              |   | 675        |   |   | 8,693      |  
|                                                 |   | 8,461      |   |   | 9,622      |  
|Property and equipment(Note 4)                   |   | 10,405     |   |   | 14,905     |  
|                                                 | $ | 18,866     |   | $ | 24,527     |  
|                                                 |   |            |   |   |            |  
|LIABILITIES AND SHAREHOLDERS
        DEFICIENCY |  
|                                                 |   |            |   |   |            |  
|Current                                          |   |            |   |   |            |  
|Accounts payable
      and accrued liabilities   | $ | 172,097    |   | $ | 275,569    |  
|Shareholder loan                                 |   | 15,378     |   |   | -          |  
|                                                 |   | 187,475    |   |   | 275,569    |  
|                                                 |   |            |   |   |            |  
|Shareholders deficiency                         |   |            |   |   |            |  
|Share capital (Note
      5)                     |   | 2,999,420  |   |   | 2,999,420  |  
|Deficit, per accompanying
      statement        |   | (3,168,029 | ) |   | (3,250,462 | )
|                                                 |   | (168,609   | ) |   | (251,042   | )
|                                                 | $ | 18,866     |   | $ | 24,527     |  

Approved by the Board:

|Douglas
      S. Ford | Director |  | Malcolm E. Rogers, Jr. | Director
|----------------------- | -------- |  | ------------------------ | --------
|Douglas S., Ford        |          |  | Malcolm E. Rogers, Jr.   |         

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

---

|Nettron.Com, Inc.
      Consolidated Statements of Operations and Deficit 
      Year Ended March 31, 2003 (Expressed in Canadian Dollars)
|------------------------------------------------------------------------------------------------------------------------------------------

|                                                           |   | 2003       |   |   | 2002       |   |   | 2001       |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|Expenses                                                   |   |            |   |   |            |   |   |            |  
|Advertising and
      promotion                            | $ | 289        |   | $ | -          |   | $ | 32,460     |  
|Amortization                                               |   | 4,500      |   |   | 11,575     |   |   | 21,583     |  
|Consulting                                                 |   | -          |   |   | 5,667      |   |   | 149,663    |  
|Filing and transfer
      agent fees                       |   | 8,260      |   |   | 4,944      |   |   | 16.624     |  
|Interest on long-term
      debt and convertible debenture |   | -          |   |   | -          |   |   | 5,038      |  
|Management fees                                            |   | 4,500      |   |   | 36,000     |   |   | 132,317    |  
|Office and miscellaneous                                   |   | 477        |   |   | 9,359      |   |   | 49,899     |  
|Professional fees
      (recovery)                         |   | (104,163   | ) |   | 35,317     |   |   | 658,159    |  
|Rent                                                       |   | 4,500      |   |   | 17,337     |   |   | 46,906     |  
|Telephone and utilities                                    |   | -          |   |   | 988        |   |   | 24,588     |  
|Travel                                                     |   | -          |   |   | 360        |   |   | 69,216     |  
|Wages and benefits                                         |   | -          |   |   | -          |   |   | 151,521    |  
|Website servicing                                          |   | -          |   |   | 1,597      |   |   | 18,191     |  
|Income (loss) from operations                              |   | 81,637     |   |   | (123,144   | ) |   | (1,376,165 | )
|Other income (expense)                                     |   |            |   |   |            |   |   |            |  
|Interest                                                   |   | 796        |   |   | 767        |   |   | 13,097     |  
|Foreign exchange
      gain (loss)                         |   | -          |   |   | (14,508    | ) |   | 54,587     |  
|                                                           |   | 796        |   |   | (13,741    | ) |   | 67,684     |  
|Income (loss) from continued operations                    |   | 82,433     |   |   | (136,885   | ) |   | (1,308,481 | )
|Loss from discontinued operations                          |   | -          |   |   | -          |   |   | (268,605   | )
|Net income (loss) for the year                             |   | 82,433     |   |   | (136,885   | ) |   | (1,577,086 | )
|Deficit, beginning of year                                 |   | (3,250,462 | ) |   | (3,113,577 | ) |   | (1,536,491 | )
|Deficit, end of year                                       | $ | (3,168,029 | ) | $ | (3,250,462 | ) | $ | (3,113,577 | )
|Net income (loss) per share  basic and diluted            |   |            |   |   |            |   |   |            |  
|From continued operations                                  | $ | 0.01       |   | $ | (0.02      | ) | $ | (0.21      | )
|Discontinued operations
      (Note 3)                     |   | -          |   |   | -          |   |   | (0.04      | )
|After discontinued
      operations                        | $ | 0.01       |   | $ | (0.02      | ) | $ | (0.25      | )
|Weighted average shares outstanding                        |   | 6,435,374  |   |   | 6,447,041  |   |   | 6,184,074  |  

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

---

|Nettron.Com, Inc.
      Consolidated Statements of Cash Flows 
      Year Ended March 31, 2003 (Expressed in Canadian Dollars)
|------------------------------------------------------------------------------------------------------------------------------

|                                                                    |   | 2003     |   |   | 2002     |   |   | 2001       |  
|------------------------------------------------------------------- | - | -------- | - | - | -------- | - | - | ---------- | -
|Cash flows provided by (used in)                                    |   |          |   |   |          |   |   |            |  
|Operating activities                                                |   |          |   |   |          |   |   |            |  
|Net income (loss)
      from continued operations                   | $ | 82,433   |   | $ | (136,885 | ) | $ | (1,308,481 | )
|Items not involving
      cash:                                     |   |          |   |   |          |   |   |            |  
|Amortization
      of property and equipment                        |   | 4,500    |   |   | 11,575   |   |   | 21,583     |  
|Property
      and equipment provided in exchange for services      |   | -        |   |   | 9,544    |   |   | -          |  
|                                                                    |   | 86,933   |   |   | (115,766 | ) |   | (1,286,898 | )
|Changes in non-cash
      working capital balances                  |   |          |   |   |          |   |   |            |  
|Accounts
      receivable                                           |   | 8,018    |   |   | 3,450    |   |   | (6,791     | )
|Prepaid
      expenses                                              |   | -        |   |   | 9,513    |   |   | 46,040     |  
|Accounts
      payable and accrued liabilities                      |   | (103,472 | ) |   | (15,581  | ) |   | 186,708    |  
|Cash used in continued
      operations                             |   | (8,521   | ) |   | (118,384 | ) |   | (1,060,941 | )
|Cash used in discontinued
      operations                          |   | -        |   |   | -        |   |   | (4,120     | )
|                                                                    |   | (8,521   | ) |   | (118,384 | ) |   | (1,065,061 | )
|Investing activities                                                |   |          |   |   |          |   |   |            |  
|Purchase of property
      and equipment                            |   | -        |   |   | -        |   |   | (11,607    | )
|Disposal of cash
      in discontinued operations                   |   | -        |   |   | -        |   |   | (2,999     | )
|Purchase of property
      and equipment in discontinued operations |   | -        |   |   | -        |   |   | (7,268     | )
|Decrease in advances
      to affiliated company on discontinued    |   |          |   |   |          |   |   |            |  
|operations                                                          |   | -        |   |   | -        |   |   | 4,533      |  
|                                                                    |   | -        |   |   | -        |   |   | (17,341    | )
|Financing activities                                                |   |          |   |   |          |   |   |            |  
|Proceeds on issuance
      of shares and share subscriptions        |   | 15,378   |   |   | -        |   |   | 449,401    |  
|Repayment of long-term
      debt on discontinued operations        |   | -        |   |   | -        |   |   | (4,742     | )
|                                                                    |   | 15,378   |   |   | -        |   |   | 444,659    |  
|Increase (decrease) in cash                                         |   | 6,857    |   |   | (118,384 | ) |   | (637,743   | )
|Cash, beginning of year                                             |   | 929      |   |   | 119,313  |   |   | 757,056    |  
|Cash, end of year                                                   | $ | 7,786    |   | $ | 929      |   | $ | 119,313    |  
|Supplemental disclosure of cash flow information                    |   |          |   |   |          |   |   |            |  
|Cash paid during the year for                                       |   |          |   |   |          |   |   |            |  
|Interest                                                            | $ | -        |   | $ | -        |   | $ | 5,038      |  
|Interest included
      in loss from discontinued operations        | $ | -        |   | $ | -        |   | $ | 2,051      |  
|Non-cash investing and financing activities                         |   |          |   |   |          |   |   |            |  
|Issuance of common
      shares upon conversion of convertible      |   |          |   |   |          |   |   |            |  
|debentures                                                          | $ | -        |   | $ | -        |   | $ | 155,000    |  
|Property and equipment
      provided in exchange for services      |   |          |   |   |          |   |   |            |  
|(Note
      4)                                                      | $ | -        |   | $ | 9,544    |   | $ | -          |  

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

---

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

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

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Controllers       | - | 30%  | diminishing balance basis
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------- | - | ---- | -------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Computer software | - | 100% | diminishing balance basis
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Equipment         | - | 20%  | diminishing balance basis
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                   |   |      |                          
| | (c) | Goodwill
        Goodwill arising from the purchase of Bikestar and Arizona Outback
          was stated at cost and was being amortized on a straight-line basis
          over an estimated period of benefit of five years. The Company periodically
          evaluated the recoverability of the carrying amount of goodwill resulting
          from business acquisitions by assessing whether any impairment indications
          were present, including significant adverse changes in legal or economic
          factors that affect the business acquired. During the year ended March
          31, 2001, the Company wrote-off the remaining net book value of goodwill
          associated with the acquisitions of Arizona Outback and Bikestar.

Page 5

---

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

|1. | Significant Accounting Policies(continued)                                                           
|-- | -----------------------------------------------------------------------------------------------------
|   |                                                                                                      
|   | (d)                                                                                                  
|   |                                                                                                      
|   | (e)                                                                                                  
|   |                                                                                                      
|   | (a)                                                                                                  
|   |                                                                                                      
|   | (b)                                                                                                  
|   |                                                                                                      
|   | (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:

| |  |          | 2003   |  | 2002   |  | 2001   | 
| |  | -------- | ------ |  | ------ |  | ------ | 
| |  |          |        |  |        |  |        | 
| |  | Year end | 1.4716 |  | 1.5953 |  | 1.5757 | 
| |  | Average  | 1.5497 |  | 1.5655 |  | 1.5038 | 

| | (f) | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | 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.                                                    

Page 6

---

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

|1. | Significant Accounting Policies(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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, the Companys principal business
        is 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.
        During the year ended March 31, 2001, the Company disposed of two of its
        subsidiaries (Note 3) to focus its effort on the development of the interactive
        dating service. Upon the sale of Bikestar and Arizona Outback in fiscal
        2001, the Company has 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, 2003, due to difficulties encountered
        in raising financing, the Company has substantially reduced its activity
        in the interactive dating service business, has accumulated losses totalling
        $3,168,029 and had a working capital deficiency of $179,689. 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 7

---

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

|3. | Dispositions
      On January 1, 2001, the Company made the decision to
        dispose of all of the issued and outstanding capital stock of Arizona
        Outback and Bikestar, the sale of which was effective January 1, 2001.
        Total proceeds on the sale 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
        5(b)). These escrow shares were cancelled on April 10, 2001.
      The financial results of Arizona Outback and Bikestar
        have been segregated and presented as a discontinued operations on the
        statements of operations and deficit and cash flows. The statement of
        operations for the year ended March 31, 2001, includes a loss on the disposal
        of the net assets associated with Arizona Outback and Bikestar and a write-off
        of the remaining net book value of goodwill recorded on the acquisition
        of these entities in June, 1998. The results of discontinued operations
        are summarized as follows:
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   |                                                                                                             |   | 2003 |  |   | 2002 |  |   | 2001     |  
|-- | ----------------------------------------------------------------------------------------------------------- | - | ---- |  | - | ---- |  | - | -------- | -
|   |                                                                                                             |   |      |  |   |      |  |   |          |  
|   | Revenue                                                                                                     | $ | -    |  | $ | -    |  | $ | 419,486  |  
|   | Loss from operations                                                                                        |   | -    |  |   | -    |  |   | (141,947 | )
|   | Loss on sale of net assets                                                                                  |   | -    |  |   | -    |  |   | (18,691  | )
|   | Write-off of goodwill                                                                                       |   | -    |  |   | -    |  |   | (107,967 | )
|   | Loss on disposal of discontinued operations                                                                 |   | -    |  |   | -    |  |   | (126,658 | )
|   | Loss from discontinued operations                                                                           | $ | -    |  | $ | -    |  | $ | (268,605 | )
|   |                                                                                                             |   |      |  |   |      |  |   |          |  
|   | Loss per share from discontinued operations is summarized                                                   |   |      |  |   |      |  |   |          |  
|   | as follows:                                                                                                 |   |      |  |   |      |  |   |          |  
|   | from operations                                                                                             | $ | -    |  | $ | -    |  | $ | (0.02    | )
|   | on disposal of net
      property                                                                           |   | -    |  |   | -    |  |   | (0.02    | )
|   |                                                                                                             | $ | -    |  | $ | -    |  | $ | (0.04    | )
|   |                                                                                                            
|   | The consolidated balance sheets do not include any net assets
      related to the discontinued operations.
|   |                                                                                                            
|4. | Property and equipment                                                                                     

| |             |   |        |  |   | 2003         |  |   |              |  |   | 2002         | 
| | ----------- | - | ------ |  | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |             |   |        |  |   | Accumulated  |  |   | Net Carrying |  |   | Net Carrying | 
| |             |   | Cost   |  |   | Amortization |  |   | Amount       |  |   | Amount       | 
| |             |   |        |  |   |              |  |   |              |  |   |              | 
| | Controllers | $ | 37,197 |  | $ | 26,792       |  | $ | 10,405       |  | $ | 14,905       | 

Page 8

---

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

|4. | Property and Equipment(continued)
        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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                               
|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, 2000                               | 5,957,740 |   | 2,395,019 | 
| | Issued during the year                               |           |   |           | 
| | For cash on exercise of warrants                     | 621,134   |   | 443,901   | 
| | For conversion of convertible debentures (Note 5(a)) | 124,000   |   | 155,000   | 
| | For cash on exercise of stock options                | 12,500    |   | 5,500     | 
| | Balance, March 31, 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 | 

| | (a) | The debentures were convertible at the option of
        the holder into common shares of the Company at any time up to June 30,
        2000 at a conversion price of $1.25 per common share. On June 30, 2000,
        the remaining $155,000 debentures were converted into 124,000 common shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 9

---

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

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

| |  |                         | Number of Escrow Shares |  
| |  | ----------------------- | ----------------------- | -
| |  |                         | First                   |  
| |  |                         | Agreement               |  
| |  |                         |                         |  
| |  | March 31, 2000          | 355,556                 |  
| |  | Released in year        | (177,778                | )
| |  | March 31, 2001          | 177,778                 |  
| |  | Released in year        | (177,778                | )
| |  | Cancelled in year       | -                       |  
| |  | March 31, 2002          | -                       |  
| |  | Released in year        | -                       |  
| |  | Balance, March 31, 2003 | -                       |  

| |     | (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.                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                         | Pursuant to the second escrow agreement,
        280,000 of the common shares were to be released on a basis of one share
        per $1.25 in cash flow generated. As part of the agreement to dispose
        of Arizona Outback and Bikestar (Note 3), 280,000 performance based escrow
        shares were cancelled in April, 2001. The remaining 12,032 common shares
        were released from escrow subsequent in August, 2002.
      The escrow shares were recorded as cancelled in the
        2002 financial statements. On issuance they were given a nominal cost
        base. Hence, the nominal amount was removed from share capital.
| |     |                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | No common shares were issued
        during the year ended March 31, 2003. However, pursuant to a private placement
        of common shares at US $0.05 per share announced August 16, 2002. The
        Company has received US $11,200 and has reserved for issuance 224,000
        common shares to fulfill those subscriptions. Regulatory approval has
        not yet been received.

Page 10

---

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

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

| |  |                                                                              |           |   |   | Weighted       | 
| |  | ---------------------------------------------------------------------------- | --------- | - | - | -------------- | 
| |  |                                                                              | Number of |   |   | Average        | 
| |  |                                                                              | Options   |   |   | Exercise Price | 
| |  | Number of options outstanding March 31, 2000                                 | 525,000   |   | $ | 0.44           | 
| |  | Granted                                                                      | 100,000   |   |   | 2.00           | 
| |  | Exercised                                                                    | (12,500   | ) |   | 0.44           | 
| |  | 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           | 
| |  |                                                                             
| |  | Stock options outstanding at March 31, 2003 are summarized
      as follows:

|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, 2003, $12,500 (2002 - $612,500. 2001
        - $604,167) of the outstanding stock options were fully vested and exercisable.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------

Page 11

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

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

|       |                                                                                                                                                           |                            |            |   |   | Weighted       |  
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ---------- | - | - | -------------- | -
|       |                                                                                                                                                           |                            | Number of  |   |   | Average        |  
|       |                                                                                                                                                           |                            | Warrants   |   |   | Exercise Price |  
|       |                                                                                                                                                           |                            |            |   |   |                |  
|       |                                                                                                                                                           | Outstanding March 31, 2000 | 2,062,778  |   | $ | 0.59           |  
|       |                                                                                                                                                           | Exercised                  | (621,134   | ) |   | 0.72           |  
|       |                                                                                                                                                           | Expired                    | (80,000    | ) |   | 1.00           |  
|       |                                                                                                                                                           | Outstanding March 31, 2001 | 1,361,644  |   |   | 0.50           |  
|       |                                                                                                                                                           | Expired                    | (1,361,644 | ) |   | (0.50          | )
|       |                                                                                                                                                           | Outstanding March 31, 2002 | -          |   |   | -              |  
|       |                                                                                                                                                           | Granted                    | -          |   |   | -              |  
|       |                                                                                                                                                           | Outstanding March 31, 2003 | -          |   | $ | -              |  
|       |                                                                                                                                                           |                           
|**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:

| |                                                                                                                                                                                                                                                                                                                                                  |   | 2003       |   |   | 2002       |  
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
| |                                                                                                                                                                                                                                                                                                                                                  |   |            |   |   |            |  
| | Net operating losses                                                                                                                                                                                                                                                                                                                             | $ | 886,066    |   | $ | 967,615    |  
| | Net capital losses                                                                                                                                                                                                                                                                                                                               |   | 270,063    |   |   | 284,618    |  
| | Valuation allowance                                                                                                                                                                                                                                                                                                                              |   | (1,156,129 | ) |   | (1,252,233 | )
| | 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.

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|Nettron.Com,
      Inc. Notes to the Consolidated Financial Statements
      
      March 31, 2003(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 $2,355,307 (2002 - $2,442,240,
          2001 - $2,305,355) which expire in various amounts from 2005 to 2022.
          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, 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:

| |                 | 2002 |           | 2002 |  
| | --------------- | ---- | --------- | ---- | -
| |                 |      | Financial |      |  
| |                 |      | Assets    |      |  
| |                 |      |           |      |  
| | U.S. dollar     | $    | 4,830     |      | $
| | Canadian dollar |      | 3,631     |      |  
| |                 | $    | 8,461     |      | $

|8. | Segmented Information
        With the disposal of Arizona Outback and Bikestar on January 1, 2001,
          the Company and its subsidiary now operate in one industry segment,
          the development and marketing of the internet marketing service Cupids
          Web. The companys principal business is now located in British
          Columbia, Canada.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                            
|9. | Related Party Transactions
        Related party transactions not disclosed elsewhere in these consolidated
          financial statements are as follows:                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                            
|   | (a)                                                                                                                                                                                                                                                                                                                                                                        

Page 13

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

|9. | Related Party Transactions(continued)
|-- | -------------------------------------
|   |                                      
|   | (b)                                  

| |  |                                                                                                                                                        |   | 2003  |  |   | 2002   |  |   | 2001    | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----- |  | - | ------ |  | - | ------- | 
| |  |                                                                                                                                                        |   |       |  |   |        |  |   |         | 
| |  | Consulting                                                                                                                                             | $ | -     |  | $ | 5,000  |  | $ | 9,023   | 
| |  | Management fees                                                                                                                                        |   | 4,500 |  |   | 36,000 |  |   | 132,319 | 
| |  | Rent                                                                                                                                                   |   | 4,500 |  |   | 3,179  |  |   | 4,500   | 
| |  | Office and miscellaneous                                                                                                                               |   | 394   |  |   | 2,564  |  |   | -       | 
| |  | Expenses pertaining to discontinued operations                                                                                                         |   | -     |  |   | -      |  |   | -       | 
| |  | Management fees                                                                                                                                        |   | -     |  |   | -      |  |   | 59,286  | 
| |  | Other                                                                                                                                                  |   | -     |  |   | -      |  |   | 51,635  | 
| |  |                                                                                                                                                       
| |  | These transactions have been recorded
        at the exchange amount being the consideration established and agreed
        to by the related parties.

|10. | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | 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),
          except as follows:                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Page 14

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

|11. | United States Accounting Principles(continued)
|--- | ----------------------------------------------
|    |                                               
|    | (b)                                           

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | 2003 |  |   | 2002 |  |   | 2001      | 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---- |  | - | ---- |  | - | --------- | 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |      |  |   |      |  |   |           | 
| |     | Risk-free interest rate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | $ | -    |  | $ | -    |  | $ | 4.94%     | 
| |     | Dividend yield                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | -    |  |   | -    |  |   | - %       | 
| |     | Volatility factor of the expected market price of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |      |  |   | -    |  |   |           | 
| |     | companys common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | -    |  |   | -    |  |   | 96  120% | 
| |     | Weighted-average expected life of the options (months)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | -    |  |   | -    |  |   | 36        | 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c) | In June, 2001, the Financial Accounting
        Standards Board finalized FASB Statements No. 141, Business Combinations(SFAS 141), and No. 142, Goodwill and Other Intangible
        Assets(SFAS 142), SFAS 141 requires the use of the purchase
        method of accounting and prohibits the use of the pooling-of-interest
        method of accounting for business combinations initiated after June 30,
        2001, SFAS 141 also requires that the Company recognize acquired intangible
        assets apart from goodwill if the acquired intangible assets meet certain
        criteria. SFAS 141 applies to all business combinations initiated after
        June 30, 2001 and for purchase business combinations completed on or before
        July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
        reclassify the carrying amounts of intangible assets and goodwill based
        on the criteria in SFAS 141.

Page 15

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

|**11.** | United States Accounting Principles(continued)
|------- | ----------------------------------------------
|        |                                               
|        |                                               

Page 16

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

|**12.** | United States Accounting Principles(continued)
        The following table reconciles the net loss as reported in the consolidated
          statements of operations with that which would have been reported had
          the financial statements been prepared in accordance with US GAAP and
          the requirements of the SEC.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                    |   | 2003      |   |   | 2002      |   |   | 2001       |  
| | -------------------------------------------------- | - | --------- | - | - | --------- | - | - | ---------- | -
| |                                                    |   |           |   |   |           |   |   |            |  
| | Income (loss) from continued operations in         |   |           |   |   |           |   |   |            |  
| | accordance with Canadian GAAP                      | $ | 82,433    |   | $ | (136,885  | ) | $ | (1,308,481 | )
| | Stock option compensation (b)                      |   | -         |   |   | -         |   |   | (174,429   | )
| | Loss from continued operations in accordance       |   |           |   |   |           |   |   |            |  
| | with US GAAP                                       |   | 82,433    |   |   | (136,885  | ) |   | (1,482,910 | )
| |                                                    |   |           |   |   |           |   |   |            |  
| | Loss from discontinued operations in accordance    |   |           |   |   |           |   |   |            |  
| | with Canadian GAAP                                 |   | -         |   |   | -         |   |   | (268,605   | )
| | Amortization of goodwill (a)                       |   | -         |   |   | -         |   |   | (57,618    | )
| | Write-off of goodwill (a)                          |   | -         |   |   | -         |   |   | (192,061   | )
| | Loss from discontinued operations in accordance    |   |           |   |   |           |   |   |            |  
| | with US GAAP                                       |   | -         |   |   | -         |   |   | (518,284   | )
| | Income (loss) and comprehensive loss in accordance |   |           |   |   |           |   |   |            |  
| | with US GAAP                                       | $ | 82,433    |   | $ | (136,885  | ) | $ | (2,001,194 | )
| | Income (loss) per share in accordance with US GAAP |   |           |   |   |           |   |   |            |  
| | From continued operations                          | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.25      | )
| | Discontinued operations                            |   | -         |   |   | -         |   |   | (0.09      | )
| | After discontinued operations                      | $ | (0.01     | ) | $ | (0.02     | ) | $ | (0.34      | )
| |                                                    |   |           |   |   |           |   |   |            |  
| | Weighted average common shares in accordance       |   |           |   |   |           |   |   |            |  
| | with
      US GAAP (a)                             |   | 6,435,374 |   |   | 6,447,041 |   |   | 5,904,074  |  

Page 17

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