---

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

FORM 10-KSB/A

(Mark One)

x ANNUAL REPORT
  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2004

 ̈ TRANSITION REPORT
  UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from___________to__________

COMMISSION FILE NUMBER: 000-31639

K-TRONIK INTERNATIONAL CORP.(Name of small business issuer in its charter)

|Nevada                                                     | 88-0436364                       
|---------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or           | (IRS Employer Identification No.)
|organization)                                              |                                  
|                                                           |                                  
|290 Vincent Avenue, 3rdfloor, Hackensack,
      New Jersey | 07601                            
|(Address of principal executive offices)                   | (Zip Code)                       

(201) 488-4600


Securities registered pursuant to Section 12(b) of the Exchange
  Act: None

None(Title of class)

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

Common Stock, $0.00001 Par Value

Check mark whether the issuer (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the 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
   ̈

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of registrant’s knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. x

The issuer had revenues of $5,531,014 for the fiscal year
  ended September 30, 2004.

Of the 23,223,886 shares of voting stock of the registrant
  issued and outstanding as of February 21, 2005, 1,550,000 shares are held by
  non-affiliates. Because of the absence of an established trading market for
  the voting stock, the registrant is unable to calculate the aggregate market
  value of the voting stock held by non-affiliates as of a specified date within
  the past 60 days.

Transitional Small Business Disclosure Format (check one) Yes ̈     No x

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FORM 10-KSB ANNUAL REPORT
  FOR THE YEAR ENDED SEPTEMBER 30, 2004
  K-TRONIK INTERNATIONAL CORPORATION

TABLE OF CONTENTS

|PART I         |                                                                                                                            
|-------------- | ---------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                            
|Item           |                                                                                                                            
|Item  1        | Description of Business                                                                                                    
|Item  2        | Description of Property                                                                                                    
|Item  3        | Legal Proceedings                                                                                                          
|Item  4        | Submission of Matters
      to a Vote of Security Holders                                                                  
|               |                                                                                                                            
|PART II        |                                                                                                                            
|               |                                                                                                                            
|Item  5        | Market for Common Equity
      and Related Stockholder Matters                                                             
|Item  6        | Management’s Discussion and Analysis
      or Plan of Operation                                                            
|Item 
      7  | Financial Statements                                                                                                       
|Item  8        | Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure                                 
|Item 
      8A | Controls and Procedures                                                                                                    
|               |                                                                                                                            
|PART III       |                                                                                                                            
|               |                                                                                                                            
|Item 
      9  | Directors, Executive
      Officers, Promoters and Control Persons; Compliance with Section 16(a)
      of the Exchange Act
|Item  10       | Executive Compensation                                                                                                     
|Item 
      11 | Security Ownership of
      Certain Beneficial Owners and Management                                                       
|Item  12       | Certain Relationships and Related Transactions                                                                             
|Item 
      13 | Exhibits and Reports
      on Form 8-K                                                                                     
|               |                                                                                                                            
|Item 
      14 | Principal Accountant
      Fees and Services                                                                               

PART I


|Item 1. | Description of Business
|------- | -----------------------

Company History and Business

The Company was incorporated on September 2, 1999 in the State
  of Nevada as LMC Capital Corp. and was organized for the purpose of creating
  a corporate vehicle to locate and acquire an operating business. On December
  12, 2001 the Company changed its name to K-Tronik International Corp. (“KTI”
  or the “Company”). On September 28,

---

2000, KTI completed a Form 10-SB registration with the United
  States Securities and Exchange Commission and as a result is subject to the
  regulations governing reporting issuers in the United States.

By agreement dated November 29, 2001 and approved by the board
  of directors effective December 12, 2001, KTI issued 14,285,714 shares of restricted
  common stock to the shareholders of K-Tronik Int’l Corporation, a Nevada
  corporation, in exchange for 100% of the issued and outstanding shares of K-Tronik
  Int’l Corporation which, at the time of the transaction, owned a 100%
  interest in K-Tronik Asia Corporation (“KTA”), a Korean corporation.
  In connection with this transaction, K-Tronik Int’l Corporation changed
  its name effective December 12, 2001 to K-Tronik N.A. Inc. (“KTNA”).
  As a condition of this acquisition, KTI also issued 3,788,172 shares of restricted
  common stock to ETIFF Holdings Inc. (“ETIFF”) in settlement of $3,788,172
  owed to ETIFF by KTNA. ETIFF, a wholly owned subsidiary of Eiger Technologies,
  Inc. (“Eiger”), a Toronto Stock Exchange listed company, owned 53%
  of the issued and outstanding shares of KTNA. Also in connection with this transaction,
  Eiger was granted an option, which has been exercised, to acquire an additional
  3,000,000 shares of KTI from the original shareholders of KTI.

The acquisition resulted in the former shareholders of KTNA
  acquiring 93.4% of KTI representing 21,073,886 of the 22,573,886 total issued
  and outstanding shares of KTI. This acquisition has been accounted for as a
  reverse acquisition with KTNA being treated as the accounting parent and KTI,
  the legal parent, being treated as the accounting subsidiary.

We design, market and distribute electronic stabilizers and
  illuminator ballasts for florescent lighting fixtures primarily in the United
  States from our premises in Hackensack, New Jersey and minimally in Asia. A
  ballast is a device in lighting systems that operates fluorescent lights. The
  ballast provides the necessary starting voltages, frequency and wattage to a
  fluorescent light while limiting and regulating the current during the light’s
  operation. Electronic ballasts use semi-conductor components to increase the
  frequency of fluorescent light operation. The smaller inductive components provide
  the light’s current control. Fluorescent system efficiency is increased
  due to high frequency light operation. Electronic ballasts, when used with T-8
  fluorescent light systems, result in about a 30% savings of electricity when
  compared to conventional T-12 40 watt light systems (or bulbs).

Our ballasts and ballasts components are sourced through either
  South Korean manufacturers or manufacturers in mainland China. Ballast components
  are, effectively, commodities (assuming that they are produced within proper
  specifications with normal failure rates) so the business failure of any one
  of our suppliers (even one of our major suppliers) would be unlikely to affect
  us greatly.

---

Products

There are two main types of ballast products: those which
  rely on magnetic technology (“magnetic ballasts”) to carry and regulate
  current in lighting and those which rely on electronic transformers (“electronic
  ballasts”) to carry out the same functions. The Company manufactures and
  distributes only electronic ballasts

The market for electronic ballast products has grown significantly
  in the past decade, especially the past 5 years as it was proven that multi-voltage
  products reduce “brownouts” which are becoming more common both
  inside and outside of the United States. The Department of Energy has mandated
  that magnetic ballasts be phased out by April 2005. The Company has a number
  of product lines including its new “MVP” multi-voltage product line
  which is designed to cater to the growing market demand for multi voltage electronic
  ballast products.

Product Pricing

As electronic ballasts have become more of a commodity item
  in the lighting industry over time, the prices for ballasts have and may continue
  to drop.

The result has been increasingly difficult competition, mergers
  and closures in the ballast industry and attempts by companies to find low labor
  cost jurisdictions (such as mainland China or Mexico) in which to manufacture
  product.

Product Development

Our engineering team engages in ongoing research and development
  relating mostly to product design and market requirements. The result has been
  the introduction of a number of products in the past several years which are
  designed to meet changing consumer demands, regulatory requirements and energy
  saving goals.

We intend to focus on new product development in the ballast
  industry, in particular the development of smaller ballast products and better
  production systems which reduce production and delivery time (reducing costs
  and increasing production reliability).

Markets

The market for our ballasts is essentially split in two parts:
  the market for original installations (such as those in new buildings) where
  ballasts are purchased by original equipment manufacturers (“OEM’s”)
  and the market for replacement of existing ballasts to install energy saving
  ballasts (the “retrofit” market). During the past decade the OEM
  market growth has outpaced retrofit market growth.

The Company’s main sales target is the niche market
  which other, larger manufacturers find too small to accommodate. Also, our ability
  to design and custom manufacture specialty ballasts has been key to our acceptance
  in the lighting industry. Our principle customers are original equipment manufacturers
  of these ballasts.

---

Distribution in the OEM market is effected by a large number
  of distributors which typically will carry a whole range of lighting and building
  products. Distribution in the retrofit market is effected by energy saving companies
  (“ESCO”s) which will often be involved in the analysis of a building’s
  or institution’s potential cost savings from a retrofit and which are
  often owned or operated by energy utilities.

Competition

The business in which we engage is highly competitive. Some
  of our competitors are substantially larger than we are and have greater financial
  and other resources. In the production of ballasts for original equipment manufacturers,
  we compete with approximately four other primary producers in the United States.
  We believe that we sustain our competitive position through maintenance of an
  extensive line of products, design capability, competitive pricing policies,
  reliable product delivery and quality.

Employees

At September 30, 2004, we had 6 full-time employees, of whom
  5 are employed in executive, sales, operations and administrative capacities
  and 1 in research and development, quality control and manufacturing capacities.

|Item 2. | Description of Property
|------- | -----------------------

K-Tronik (Asia) and K-Tronik N.A. do not have any physical
  property other than their production and office equipment. K-Tronik (Asia)’s
  plant in Korea is leased as is the office and warehousing space of K-Tronik
  in New Jersey. The Company believes it has adequate space for the foreseeable
  future.

K-Tronik N.A. leases approximately 3,500 square feet of office
  space in Hackensack New Jersey. Under the terms of the lease, which expires
  in May 2005, the monthly rent is $3,900 per month. We use this office space
  as our headquarters.

K-Tronik (Asia) leased its factory in South Korea. Under the
  terms of the lease, which expiredMarch 31, 2004, the monthly rent was $2,100
  per month.

K-Tronik leases warehousing facilities in New Jersey and California
  under month-to-month lease agreements.

|Item 3. | Legal Proceedings
|------- | -----------------

The Company is not a party to any litigation and has no knowledge
  of any threatened or pending litigation against it.

|Item 4. | Submission of Matters To A Vote of Security Holders
|------- | ---------------------------------------------------

No matters were submitted to a vote of security holders during
  the fourth quarter of the fiscal year ended September 30, 2004.

---

PART II

|Item 5. | Market for Common Equity and Related Stockholder Matters
|------- | --------------------------------------------------------

Market for Common Stock

Our common stock commenced trading on the NASD’s OTC
  Bulletin Board on January 21, 2004. Our trading symbol is “KTRK”.
  Over-the-counter market quotations reflect inter-dealer prices, without retail
  mark-up, mark-down or commission and may not necessarily represent actual transactions.

The following table summarizes the high and low bid prices
  for our common stock for the periods indicated as reported by the OTC Bulletin
  Board:

| | 2004           | HIGH  | LOW    | 
| | -------------- | ----- | ------ | 
| |                |       |        | 
| | First Quarter  | NA    | NA     | 
| | Second Quarter | $0.55 | $ 0.12 | 
| | Third Quarter  | $0.55 | $ 0.49 | 
| | Fourth Quarter | $0.80 | $ 0.37 | 

Holders of Common Stock


On September 30, 2004, there were approximately 45 holders
  of record of our common stock and 23,223,886 shares outstanding. There are no
  indirect holdings of registered shares to outside institutions or stock brokerage
  firms, and we estimate that there are no additional beneficial shareholders
  beyond the 45 registered shareholders at September 30, 2004.

There are no outstanding options or warrants to purchase,
  or securities convertible into our common stock although the shareholders’
  at a meeting held on November 12, 2001 approved an Incentive Stock Option Plan
  (under which no options have yet been granted) which would allow us to grant
  up to 1,000,000 incentive stock options to directors and employees at the board
  of directors’ discretion.

Dividends

We have not declared or paid a cash dividend to stockholders
  since our incorporation. The Board of Directors presently intends to retain
  any earnings to finance company operations and does not expect to authorize
  cash dividends in the foreseeable future. Any payment of cash dividends in the
  future will depend upon our earnings, capital requirements and other factors.

Recent Sales of Unregistered Securities

We have registered for resale a total of 8,288,172 shares
  of common stock by way of an SB-2 registration statement declared effective
  by the SEC November 14, 2003. A total of

---

14,285,714 shares of common stock are not being registered
  and will not be available for sale in the open market without separate registration
  except in reliance upon Rule 144 under the Securities Act of 1933. In general,
  under Rule 144 a person (or persons whose shares are aggregated) who has beneficially
  owned shares acquired in a non-public transaction for at least one year, including
  persons who may be deemed affiliates of the company (as that term is defined
  under that rule) would be entitled to sell within any three-month period a number
  of shares that does not exceed the greater of 1% of the then outstanding shares
  of common stock, or the average weekly reported trading volume during the four
  calendar weeks preceding such sale, provided that certain current public information
  is then available. The 14,285,714 shares of common stock were issued on December
  12, 2001.

In addition to the resale restrictions on these shares detailed
  above, 6,714,286 of those shares, which are held by the President and CEO, are
  subject to an agreement where the shares are held in escrow. Upon the first
  anniversary date of the Company’s listing on a public exchange, 10% are
  to be released to the President and CEO. On every six months thereafter, 15%
  of the escrowed shares are to be released until such time as all are released.

|Item 6. | Management’s Discussion and Analysis or Plan of Operation
|------- | ---------------------------------------------------------

The following discussion should be read in conjunction with
  the Company’s consolidated financial statements and the notes thereto.
  The discussion of results, causes and trends should not be construed to imply
  any conclusion that such results or trends will necessarily continue in the
  future.

Critical Accounting Policies

We believe that the estimates, assumptions and judgments involved
  in the accounting policies described below have the greatest potential impact
  on our financial statements, so we consider these to be our critical accounting
  policies. Because of the uncertainty inherent in these matters, actual results
  could differ from the estimates we used in applying the critical accounting
  policies. Within the context of these critical accounting policies, we are not
  currently aware of any reasonably likely event that would result in materially
  different amounts being reported.

Revenue Recognition

Sales to customers are FOB shipping point. As a result the
  Company recognizes sales when products are shipped.

---

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts
  based on specifically identified amounts that it believes to be uncollectible
  as well as for additional factors surrounding the credit risk of its customers,
  historical trends, and other information.

Long-Lived Assets

The carrying values of long-lived assets are periodically
  reviewed by management and impairments would be recognized if the expected future
  operating non-discounted cash flows derived from an asset were less than carrying
  value. No impairments have been recorded through September 30, 2004.

Results of Operation:

The year ended September 30, 2004 (“2004 period”)
  compared to the year ended September 30, 2003 (“2003 period”).

Net Sales

The Company reported net sales of $5,531,014 for the 2004
  period, a decrease of $1,005,964 or 15% from the $6,536,978 in sales
  reported for the 2003 period. The sales decrease was mainly attributed to an
  unexpected shortage of inventory during the third and fourth quarters of the
  2004 period related to a shortage of copper and steel, which are key components
  in the manufacture of ballasts. Additionally, the Company’s manufacturer
  received several shipments of ballast components which were defective which
  had to be replaced and caused a delay in the shipment of inventory to the Company.

Gross Profit

The Company’s gross profit decreased to $1,013,382
  in the 2004 period, a decrease of $598,217 or 37% compared to $1,611,599
  in the 2003 period as a result of the above factors that resulted in a decrease
  of sales. The decrease was further impacted by the write-off $320,989 of
  inventory at the Company’s Asian subsidiary. These factors led to a decrease
  in the gross profit margin from 25% in the 2003 period to 18% in the 2004 period.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses decreased
  to $2,169,607 in the 2004 period, versus the prior year total of $2,322,747.
  The decrease of $153,140 or 7% is primarily attributable to a reduction
  in costs at KTA of approximately $206,000 at KTA, a reduction in professional
  fees of $136,000, bad debt expenses of $57,000 and wages and payroll
  related costs of $27,000. These decreases were offset by an increase in
  investor relation costs of $353,000.



---

Operating Loss

The loss from operations increased to ($1,156,225) in the
  2004 period from ($711,148) in the 2003 period. The increase in the loss
  from operations is directly related to those items discussed above.

Interest and Other Expenses

Interest and other expenses decreased to $105,206 for
  the 2004 periodfrom $156,648 for the 2003 period. This decrease
  was primarily due to an overall reduction in the average amount borrowed and
  a lower interest rate associated with the Company’s new credit facility.
  Interest expense decreased to $108,535 in the 2004 period compared to $161,602
  in the 2003 period primarily due to the lower interest rate for the 2004 period
  and decreased debt levels.

Net Loss

For the reasons stated above the Company incurred a net loss
  of ($1,261,431) for the 2004 period as compared to ($867,796) for the
  prior period.

Liquidity and Capital Resources

At September 30, 2004, the Company had working capital deficit
  of ($1,322,141), and cash and cash equivalents of $180,701 as compared
  to working capital deficit of ($439,971) and cash and cash equivalents of
  $145,952 at September 30, 2003. The decrease in working capital was primarily
  attributed to the net loss in 2004.

Net cash provided by operating activities was $327,603
  for the 2004 period as compared to $173,902 during the 2003 period. The
  positive net cash provided by operating activities for the 2004 period as compared
  to the 2003 period was primarily attributed to collections of accounts receivable,
  decrease in inventory and an increase in accounts payable.

Net cash used in investing activities was $21,273 for
  the 2004 period as compared to $217,359 for the 2003 period. Investing activities
  for the 2004 period included purchases of fixed assets of $15,940 and patents
  and intangible assets of $5,333. The Company has no plans for significant
  equipment purchases during the fiscal year ended September 30, 2004.

Net cash used in financing activities in the 2004 period was
  attributed to net repayments of the Company’s revolving credit lines totaling
  $164,057. The Company has credit facilities providing a maximum borrowing
  of $2.1 million with asset-based lenders. Borrowings under these facilities
  bear interest at the lender’s prime rate plus 1.5% . At September 30,
  2004 borrowings under these facilities were $1,461,197 as compared to $1,625,254
  at September 30, 2003. At September 30, 2004, the loans have been classified
  as current liabilities in the accompanying balance sheet because the facilities
  mature in less than one year ($1.5 million of the total line related to
  the Company’s US operations expires June 30, 2006, however it is renewable
  annually at June 30, 2005).

---

This agreement contains various financial and non-financial
  covenants of which the Company was in violation of the tangible net worth covenant
  at September 30, 2004.

The Company's continuation as a going concern is uncertain
  and dependant on successfully bringing its services to market, achieving future
  profitable operations and obtaining additional sources of financing to sustain
  its operations, the outcome of which cannot be predicted at this time. In the
  event the Company cannot obtain the necessary funds, it will be necessary to
  delay, curtail or cancel the further development of its products and services.
  In the event the Company cannot obtain the necessary funds, it will be necessary
  to delay, curtail or cancel the further development of its products and services.

The financial statements do not include any adjustments to
  reflect the possible future effects on the recoverability and classification
  of assets or the amounts and classification of liabilities that may result from
  the possible inability of the Company to continue as a going concern.

Subsequent to the year-end (as referred to in note 15 of the
  consolidated financial statements) the Company entered into an agreement to
  sell all of its interest in KTNA and the fixed assets of KTA.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
  ("FASB") issued FASB Interpretation No. 46 "Consolidation of Variable Interest
  Entities", an interpretation of ARB No. 51 ("FIN 46"). The FASB issued a revised
  FIN 46 in December 2003, which modifies and clarifies various aspects of the
  original interpretations. A Variable Interest Entity ("VIE") is created when
  (i) the equity investment at risk is not sufficient to permit the entity to
  finance its activities without additional subordinated financial support from
  other parties or (ii) equity holders either (a) lack direct or indirect ability
  to make decisions about the entity, (b) are not obligated to absorb expected
  losses of the entity or (c) do not have the right to receive expected residual
  returns of the entity if they occur. If an entity is deemed to be a VIE, pursuant
  to FIN 46, an enterprise that absorbs a majority of the expected losses of the
  VIE is considered the primary beneficiary and must consolidate the VIE. For
  VIEs created before January 31, 2003, FIN 46 was deferred to the end of the
  first interim or annual period ending after March 15, 2004. The adoption of
  FIN 46 did not have a material impact on the financial position or results of
  operations of the Company.

---

In May 2003, the FASB issued SFAS No. 150, "Accounting for
  Certain Financial Instruments With Characteristics of Both Liabilities and Equity",
  which requires issuers to classify as liabilities the following three types
  of freestanding financial instruments: (1) mandatory redeemable financial instruments,
  (2) obligations to repurchase the issuer's equity shares by transferring assets;
  and (3) certain obligations to issue a variable number of shares. The Company
  adopted SFAS No. 150 for the year ended September 30, 2003. The adoption of
  SFAS No. 150 did not have a material impact on the financial position or results
  of operations of the Company.

In December 2003, the Securities Exchange Commission issued
  Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition" which supersedes
  SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary purpose
  is to rescind the accounting guidance contained in SAB 101 related to multiple
  element revenue arrangements, superseded as a result of the issuance of EITF
  00-21. The Company adopted the provisions of SAB No. 104 for the year ended
  September 30, 2004. The adoption of SFAS No.104 did not have a material impact
  on the financial position or results of operations of the Company.

In December 2003, a revision of SFAS No. 132, "Employers'
  Disclosures about Pensions and Other Postretirement Benefits" was issued, revising
  disclosures about pension plans and other post retirements benefits plans and
  requiring additional disclosures about the assets, obligations, cash flows,
  and net periodic benefit cost of defined benefit pension plans and other defined
  benefit postretirement plans. The revision of SFAS No. 132 did not have a material
  impact on the Company's financial statements.

In March 2004, the FASB issued an exposure draft of a new
  standard entitled “Share Based Payment,” which would amend SFAS
  No. 123, “Accounting for Stock Based Compensation,” and SFAS No.
  95, “Statement of Cash Flows”. Among other items, the new standard
  would require the expensing, in the financial statements, of stock options issued
  by the Company. The new standard, as proposed, would be effective for periods
  beginning after June 15, 2005. The adoption of SFAS 123 and SFAS 95 are not
  expected to have a material impact on the financial position or results of operations
  of the Company.

Inflation

Management does not believe that inflation had a material
  adverse affect on the financial statements for the periods presented.

Qualitative and Quantitative Disclosure About Market Risk

The Company is exposed to certain market risks in the areas
  of commodity prices, interest rates, and economic changes. To mitigate the effects
  of such risks, the Company selectively utilizes specific financial and insurance
  instruments, including, but not limited to, Accounts Receivable Credit Insurance
  to insure some specific customer accounts receivable balances. In the event
  that the customer cannot make payments against such

---

balances the Company can recoup a substantial amount of the
  open balance depending upon the terms of the policy and the customer account.

The Company maintains borrowings under working capital credit
  facilities with asset-based lenders that are not subject to material market
  risk exposure except for such risks relating to fluctuations in market interest
  rates. The carrying value of these borrowings approximates fair value since
  they bear interest at a floating rate based on the “prime rate. There
  are no other material qualitative or quantitative market risks particular to
  the Company.

|Item 7. | Financial Statements
|------- | --------------------

The audited Consolidated Financial Statements are included
  in this Form 10-KSB beginning on page F-1 following the signature page.

|Item 8. | Changes in and Disagreements With Accountants on Accounting and Financial
      Disclosure
|------- | ------------------------------------------------------------------------------------------

During the Company’s two most recent fiscal years and
  to the date of change in certifying accountant, there were no disagreements
  with the Company’s accountants on any matter of accounting principle or
  practices, financial statement disclosure or auditing scope or procedure. In
  addition, there were no reportable events as described in Item 304(a)(1)(iv)(B)1
  through 3 of Regulation S-B that occurred within the Company’s two most
  recent fiscal years and the subsequent interim periods.

Effective on February 22, 2005, the independent accountants
  who were previously engaged as the principal accountants to audit the Company’s
  financial statements, BDO Seidman LLP, were replaced by SF Partnership LLP to
  serve as the new principal accountant to certify the Company’s financial
  statements.. The accountant's reports on the financial statements for the fiscal
  year ended September 30, 2003 neither contained an adverse opinion or a disclaimer
  of opinion, nor was it qualified or modified as to uncertainty, audit scope
  or accounting principles.

The change in principal accountants was disclosed on Form
  8K filed with EDGAR and dated February 28, 2005.

Item 8A. Controls and Procedures

The Company maintains a system of disclosure controls and
  procedures that are designed for the purposes of ensuring that information required
  to be disclosed in the Company's Securities Exchange Act of 1934 reports is
  recorded, processed, summarized and reported within the time periods specified
  in the SEC's rules and forms, and that such information is accumulated and communicated
  to the Company's management, including the Chief Executive Officer, as appropriate
  to allow timely decisions regarding required disclosure.

---

As of the end of the period covered by this report, the Company
  carried out an evaluation, under the supervision and with the participation
  of the Company's management, including the Chief Executive Officer, of the effectiveness
  of the design and operation of the Company's disclosure controls and procedures
  pursuant to Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c). Based
  upon that evaluation, the Chief Executive Officer concluded that the Company's
  disclosure controls and procedures are effective in connection with the filing
  of this annual report on Form 10-KSB for the fiscal year ended September 30,
  2004.

There have been no significant changes in the Company's internal
  controls over financial reporting during the fiscal year ended September 30,
  2004 that have materially affected or are reasonably likely to materially affect,
  our internal controls over financial reporting.

PART III

|Item 9. | Directors, Executive Officers, Promoters and Control Persons; Compliance
      with Section 16(a) of the Exchange Act
|------- | ---------------------------------------------------------------------------------------------------------------------

The following discussion contains disclosure concerning the
  directors, officers and control persons of the Company. There are no persons
  which have acted as a promoter, controlling person, or significant employee
  of the Company other than as disclosed below.

|Name            | Position                                  | Ages | Date Elected*1*2            
|--------------- | ----------------------------------------- | ---- | ----------------------------
|Robert Kim      | President, Treasurer and  
      Director | 48   | December 12, 2001 to present
|Gerry Racicot   | Director                                  | 54   | December 12, 2001 to present
|Keith Attoe     | Director                                  | 53   | * 3                         
|Jason Moretto   | Director                                  | 35   | January 1, 2004 to present  
|Kenneth Edwards | Chief Financial Officer                   | 46   | * 4                         

|1. | Directors, whether appointed at a meeting of stockholders
        or by the remaining directors, are appointed until the next annual meeting
        of stockholders.                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                           
|2. | The President, Secretary and Treasurer do not have
        a set term of office. They serve at the pleasure of the Directors and
        can be removed at any time by the Directors under the Articles and Bylaws
        of the Company.
|   |                                                                                                                                                                                                                                           
|3. | Resigned from the Board effective January 1, 2004.                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                           
|4. | Resigned effective December 15, 2004.                                                                                                                                                                                                     

Robert Kim, President, Treasurer and Director

Robert Kim, in addition to being President and Treasurer of the Company, is
  President and CEO of K-Tronik N.A. Mr. Kim began work in the lighting and energy
  management

---

industry in 1990. He was the founding President of Daewoo
  America’s subsidiary, King Tech, which in its first year produced sales
  exceeding $15 million. Mr. Kim also worked with GoldStar Electronic Ballast
  Corporation from 1993 until he founded K-Tronik Industries, Inc. (a predecessor
  company of K-Tronik N.A.) in 1995.

Gerry Racicot, Director

Gerry Racicot, in addition to being a director of the Company,
  is director and President of Eiger Technology, Inc. Eiger Technology, Inc.,
  of which K-Tronik N.A. was an operating subsidiary until the closing of the
  K-Tronik N.A. Agreement, is a diverse manufacturer and distributor of a number
  of products in the technology and commercial lighting industries. Eiger Technology
  Inc. is listed for trading on the Toronto Stock Exchange and its shares are
  also posted for trading through the facilities of the NASD’s OTCBB. Gerry
  Racicot was, from 1988 to 2001, President of ADH Custom Metal Fabricators Inc.
  and Vision Unlimited Equipment Inc., companies which manufactured and distributed
  various lighting and other products. ADH Custom Metal Fabricators Inc. listed
  on the TSX Exchange as “Newlook Industries Corp.” in May of 2002.

Jason Moretto, Director

Jason Moretto, has been a director of the Company since January
  1, 2004 when he replaced Keith Attoe, former CFO of Eiger Technology, Inc.,
  as a director of the Company. Mr. Moretto has been employed by Eiger Technology,
  Inc. since March of 2003 and is presently its CFO, a position to which he was
  appointed on January 1, 2004. Mr. Moretto was previously employed by BMO Nesbitt
  Burns, Toronto, Ontario from September of 1997 to February of 2003.

|Item 10. | Executive Compensation
|-------- | ----------------------

Summary Compensation Table

|Name and 
        principal 
        position (a)                             | Year(b)                                                      | Annual Compensation                                       | Long-term compensation
|----------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------------------------------- | ----------------------
|Salary
      ($)(c)                                                           | Bonus 
      ($)(d)                                          | Other
      Annual
      Compe
      nsation
      ($)(e) | Awards                
|Restricted
      Stock
      Award(s)
      ($)(f)                            | Securities Underlying
      options/
      SARs
      (#)(g) | LTIP
      payouts
      ($)(h)                          
|Robert  
      Kim(1)  
      President,  
      Treasurer &  
      Director | 2001
      2002
      2004                                   | $165,000
      $180,000
      $180,000                    | 0
      0
      0     

---

|Item 11. | Security Ownership of Certain Beneficial Owners and Management
|-------- | --------------------------------------------------------------

The following table sets forth information regarding the beneficial
  ownership of shares of the Company’s common stock as of September 30,
  2004 (22,573,886 issued and outstanding) by (i) all stockholders known to the
  Company to be beneficial owners of more than 5% of the outstanding common stock;
  and (ii) all directors and executive officers of the Company, and as a group
  (each person has sole voting power and sole dispositive power as to all of the
  shares shown as beneficially owned by them):

|Name and Address                                                         | Position                                                                   | Amount of Stock
      Beneficially Owned | Percentage of Class
|------------------------------------------------------------------------ | -------------------------------------------------------------------------- | ---------------------------------------- | -------------------
|ETIFF Holdings, LLC
      (Eiger Technology,
      Inc. subsidiary)      | Greater than 5%
      shareholder                                          | 14,359,600                               | 63.61 %            
|Robert Kim                                                               | Director, Treasurer and
      President, Greater than
      5% shareholder | 6,714,286                                | 29.74 %            
|Gerry Racicot                                                            | Director                                                                   | (1)                                      | (1)                
|Jason Moretto                                                            | Director                                                                   | 0                                        | 0                  
|Directors, Officers and
      5% stockholders in
      total (5 Persons) |                                                                            | 21,023,886                               | 93.36 %            

|1. | No shares of common stock are registered in Gerry
        Racicot’s name. However, as well as being a director of the Registrant,
        he is a Director and President of Eiger Technology Inc. which, through
        its wholly owned subsidiary ETIFF Holdings, LLC, owns 14,359,600 shares
        of common stock of the Registrant. As stated in the table above, ETIFF
        holds a total of 63.61% of the issued and outstanding stock of the Company.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Item 12. | Certain Relationships and Related Transactions
|-------- | ----------------------------------------------

During the past two years, there have not been any transactions
  that have occurred between the Company and its officers, directors, and five
  percent or greater shareholders, except as follows:

The Share Purchase Agreement described in Description of Business
  above resulted in the Company issuing to its president and director, Mr. Robert
  Kim, shares in exchange for his shares of the Company’s subsidiary, K-Tronik
  N.A. Inc. The closing of the Share Purchase Agreement and the Debt Settlement
  Agreement also resulted in the issuance of shares to ETIFF Holdings, LLC, a
  subsidiary of the Company’s parent, Eiger Technology, Inc. (of which two
  of the directors of the Company, Gerry Racicot and Jason Moretto, are directors
  and officers). At the time of the negotiation of the Share Purchase Agreement
  and the Debt Settlement Agreement, the Company was not a related party of

---

Robert Kim and Eiger Technology, Inc. The terms of the Share
  Purchase Agreement and the Debt Settlement Agreement were negotiated between
  the Company, Robert Kim and Eiger Technology, Inc.

Certain of the officers and directors of the Company are engaged
  in other businesses, either individually or through partnerships and corporations
  in which they have an interest, hold an office, or serve on a board of directors.
  As a result, certain conflicts of interest may arise between the Company and
  its officers and directors. The Company will attempt to resolve such conflicts
  of interest in favor of the Company. The officers and directors of the Company
  are accountable to it and its shareholders as fiduciaries, which require that
  such officers and directors exercise good faith and integrity in handling the
  company’s affairs. A shareholder may be able to institute legal action
  on behalf of the Company or on behalf of itself and other similarly situated
  shareholders to recover damages or for other relief in cases of the resolution
  of conflicts is in any manner prejudicial to the Company.

In February of 2003, Mr. Ki-Seung, Vice President of K-Tronik’s
  Korean subsidiary, K-Tronik (Asia), lent K-Tronik (Asia) a total of $112,000.
  No written agreement was made in connection with this loan. However, K-Tronik
  (Asia) and Mr. Ki-Seung have agreed that the loan is non-interest bearing, payable
  on demand and has no fixed date of repayment. To date, none of these funds have
  been repaid by K-Tronik (Asia) to Mr. Ki-Seung.

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

The exhibits to be filed with this Form 10-KSB are listed below
  in the Exhibit Index.

During the reporting period and subsequent to it but prior
  to the date of this Report, the Registrant filed four Reports on Form 8K on
  the EDGAR system dated July 15, 2004, November 9, 2004, January 31, 2005 and
  March 3, 2005.

|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

During the fiscal year ended September 30, 2004, the Company
  incurred professional service fees of $97,433 for audit and audit related
  services provided by the principal accountant. During the fiscal year ended
  September 30, 2003 these fees totaled $140,277. These fees included the
  cost of the annual audit, tax reviews of the quarterly and annual, SB-2 filings
  with the Securities and Exchange Commission.

---

|EXHIBIT INDEX
|-------------
|             
|Number       
|             
|3.1          
|             
|3.2          
|             
|3.3          
|             
|3.4          
|             
|14.1         
|             
|31           
|             
|32           

---

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the
  Securities Exchange Act of 1934, the Registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized.

K-TRONIK INTERNATIONAL CORP.

|Dated: December 22, 2005 | By: /s/ Gerry Racicot                 
|------------------------ | --------------------------------------
|                         | Gerry Racicot, President and Director,
|                         | Treasurer and Principal Accounting    
|                         | Officer                               

|Dated: December 22, 2005 | By: /s/ Gerry Racicot  
|------------------------ | -----------------------
|                         | Gerry Racicot, Director

---

K-TRONIK INTERNATIONAL CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                 | PAGE       | 
|---------------------------------------------------------------- | ---------- | 
|                                                                 |            | 
|Index to Consolidated Financial Statements                       | F-1        | 
|Reports of Independent Registered Public
      Accounting Firm   | F-2– F-3   | 
|Consolidated Financial Statements                                |            | 
|Balance
      sheet                                              | F-4        | 
|Statements
      of operations and comprehensive loss            | F-5        | 
|Statements
      of changes in stockholders’ equity (deficiency) | F-6        | 
|Statements
      of cash flows                                   | F-7        | 
|Notes
      to financial statements                              | F-8 – F-18 | 




---

Report of Independent Registered Public Accounting Firm

To the Stockholders of
  K-Tronik International Corporation

We have audited the accompanying consolidated balance sheet
  of K-Tronik International Corp. as of September 30, 2004 and the consolidated
  statements of changes in stockholders’ deficiency, operations and comprehensive
  loss and cash flows for the year then ended.. These consolidated financial statements
  are the responsibility of the Company’s management. Our responsibility
  is to express an opinion on these consolidated financial statements based on
  our audit.

We conducted our audit in accordance with auditing standards
  of the Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the consolidated financial statements are free of material misstatement.
  An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the consolidated financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by management,
  as well as evaluating the overall financial statement presentation. We believe
  that our audit provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company experienced operating losses, has raised
  minimal capital and has no long-term contracts related to its business plans.
  These factors raise substantial doubt about the Company's ability to continue
  as a going concern. Management's plans regarding these matters are also described
  in Note 2. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the financial position of
  K-Tronik International Corp. as at September 30, 2004, and the results of its
  operations and comprehensive loss, changes in its stockholders’ deficiency
  and its cash flows for the year then ended in conformity with U.S. generally
  accepted accounting principles.

SF Partnership, LLP 
  Toronto, Canada 
  February 25, 2005

F-2

---

Report of Independent Registered Public Accounting Firm

Board of Directors 
  K-Tronik International Corporation 
  Hackensack, New Jersey

We have audited the accompanying consolidated statements of
  operations and comprehensive loss, stockholders’ equity (deficiency),
  and cash flows of K-Tronik International Corporation and subsidiaries for the
  year ended September 30, 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 auditing standards
  of the Public Compnay Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the consolidated financial statements are free of material misstatement.
  An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the financial statements. An audit also includes assessing
  the accounting principles used and significant estimates made by management,
  as well as evaluating the overall financial statement presentation. We believe
  that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
  to above present fairly, in all material respects, the results of K-Tronik International
  Corporation and subsidiaries operations and their cash flows for the year ended
  September 30, 2003 in conformity with accounting principles generally accepted
  in the United States of America.

BDO Seidman, LLP 
  Woodbridge, New Jersey 
  November 17, 2003

F-3

---

K-TRONIK INTERNATIONAL CORP.Consolidated Balance Sheet
  September 30, 2004

|ASSETS                                                      |   |            |  
|----------------------------------------------------------- | - | ---------- | -
|                                                            |   |            |  
|Current Assets:                                             |   |            |  
|Cash and cash equivalents                                   | $ | 180,701    |  
|Accounts receivable, net of an allowance of $72,000         |   | 1,101,686  |  
|Inventories                                                 |   | 1,304,282  |  
|Prepaid expenses                                            |   | 81,967     |  
|Total current assets                                        |   | 2,668,636  |  
|Property and equipment, net of accumulated depreciation of  |   |            |  
|$664,910                                                    |   | 312,046    |  
|Security deposits and other                                 |   | 30,374     |  
|Intangible assets, net of accumulated amortization
      of |   |            |  
|$82,549                                                     |   | 89,802     |  
|Total Assets                                                | $ | 3,100,858  |  
|                                                            |   |            |  
|LIABILITIES AND STOCKHOLDERS’ DEFICIENCY                    |   |            |  
|                                                            |   |            |  
|Current Liabilities:                                        |   |            |  
|Notes payable                                               | $ | 1,461,197  |  
|Accounts payable and accrued expenses                       |   | 2,529,580  |  
|Total Current Liabilities                                   |   | 3,990,777  |  
|                                                            |   |            |  
|Commitments and contingencies                               |   |            |  
|Stockholders’ Deficiency:                                   |   |            |  
|Common stock, $.00001 par value 100,000,000 authorized      |   |            |  
|shares 23,223,886 issued and outstanding                    |   | 233        |  
|Additional paid–in capital                                  |   | 5,278,750  |  
|Accumulated deficit                                         |   | (5,853,366 | )
|Accumulated comprehensive loss, foreign currency            |   |            |  
|translation adjustment                                      |   | (315,536   | )
|Total stockholders’ deficiency                              |   | (889,919   | )
|                                                            |   |            |  
|Total liabilities and stockholders’ deficiency              | $ | 3,100,858  |  

See accompanying notes to consolidated financial statements.


F-4

---

K-TRONIK INTERNATIONAL CORP.Consolidated Statements of Operations and Comprehensive Loss

|                                                                 |   | For the Year Ended |  
|---------------------------------------------------------------- | - | ------------------ | -
|                                                                 |   | September 30,      |  
|                                                                 |   | 2004               |  
|                                                                 |   |                    |  
|Net revenues                                                     | $ | 5,531,014          |  
|Cost of revenues                                                 |   | 4,517,632          |  
|Gross profit                                                     |   | 1,013,382          |  
|Selling, general and administrative expenses                     |   | 2,169,607          |  
|Loss from operations                                             |   | (1,156,225         | )
|Other income (expenses)                                          |   |                    |  
|Interest expense                                                 |   | (108,535           | )
|Other income                                                     |   | 3,329              |  
|Total other income (expenses)                                    |   | (105,206           | )
|Net loss                                                         |   | (1,261,431         | )
|Foreign currency translation adjustments                         |   | (41,173            | )
|Comprehensive loss                                               | $ | (1,302,604         | )
|Basic and diluted net loss per share                             | $ | (0.06              | )
|Weighted average number of common shares    
        outstanding |   | 22,736,376         |  

See accompanying notes to consolidated financial statements.


F-5

---

K-TRONIK INTERNATIONAL CORP.Consolidated Statement of Changes in Stockholders’ Equity (Deficiency)

|                                             |            |  |   |        |  |   | Additional |   |   |             |   |   | Accumulated   |   |   | Total        |  
|-------------------------------------------- | ---------- |  | - | ------ |  | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ------------ | -
|                                             |            |  |   |        |  |   | Paid-in    |   |   | Accumulated |   |   | Comprehensive |   |   | Equity       |  
|                                             | Shares     |  |   | Amount |  |   | Capital    |   |   | Deficit     |   |   | Loss          |   |   | (Deficiency) |  
|                                             |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |              |  
|Balance at September 30, 2002                |            |  | $ | 226    |  | $ | 5,020,108  |   | $ | (3,724,139  | ) | $ | (229,652      | ) | $ | 1,066,543    |  
|                                             | 22,573,886 |  |   |        |  |   |            |   |   |             |   |   |               |   |   |              |  
|Net loss for the year                        | -          |  |   | -      |  |   | -          |   |   | (867,796    | ) |   | -             |   |   | (867,796     | )
|Foreign currency translation adjustment      | -          |  |   | -      |  |   | -          |   |   | -           |   |   | (44,711       | ) |   | (44,711      | )
|Balance at September 30, 2003                |            |  |   | 226    |  |   | 5,020,108  |   |   | (4,591,935  | ) |   | (274,363      | ) |   | 154,036      |  
|                                             | 22,573,886 |  |   |        |  |   |            |   |   |             |   |   |               |   |   |              |  
|Net loss for the year                        | -          |  |   | -      |  |   | -          |   |   | (1,261,431  | ) |   | -             |   |   | (1,261,431   | )
|Capitalized expenses related to registration |            |  |   |        |  |   |            |   |   |             |   |   |               |   |   |              |  
|statement                                    | -          |  |   | -      |  |   | (66,351    | ) |   | -           |   |   | -             |   |   | (66,351      | )
|Issuance of common stock                     | 650,000    |  |   | 7      |  |   | 324,993    |   |   | -           |   |   | -             |   |   | 325,000      |  
|Foreign currency translation adjustment      | -          |  |   | -      |  |   | -          |   |   | -           |   |   | (41,173       | ) |   | (41,173      | )
|Balance at September 30, 2004                | 23,223,886 |  | $ | 233    |  | $ | 5,278,750  |   | $ | (5,853,366  | ) | $ | (315,536      | ) | $ | (889,919     | )

See accompanying notes to consolidated financial statements.


F-6

---

K-TRONIK INTERNATIONAL CORP.
  Consolidated Statements of Cash Flows

|                                                                                      |   | For the Year Ended |  
|------------------------------------------------------------------------------------- | - | ------------------ | -
|                                                                                      |   | September 30,      |  
|                                                                                      |   | 2004               |  
|                                                                                      |   |                    |  
|Cash flow from operating activities:                                                  |   |                    |  
|Net loss                                                                              | $ | (1,261,431         | )
|                                                                                      |   |                    |  
|Adjustments to reconcile net loss to net cash provided by
      operating activities: |   |                    |  
|                                                                                      |   |                    |  
|Amortization and depreciation                                                         |   | 165,043            |  
|Change in reserve for inventory obsolescence                                          |   | -                  |  
|Bad debt expense                                                                      |   | -                  |  
|Common stock issued for services rendered                                             |   | 325,000            |  
|Change in operating assets and liabilities                                            |   |                    |  
|Accounts receivable                                                                   |   | 188,336            |  
|Inventories                                                                           |   | 438,746            |  
|Prepaid expenses                                                                      |   | 10,667             |  
|Security deposits and other                                                           |   | 18,015             |  
|Accounts payable and accrued expenses                                                 |   | 443,227            |  
|Net cash provided by operating activities                                             |   | 327,603            |  
|                                                                                      |   |                    |  
|Cash flows from investing activities:                                                 |   |                    |  
|Purchase of equipment                                                                 |   | (15,940            | )
|Patents and intangible assets                                                         |   | (5,333             | )
|Net cash used in investing activities:                                                |   | (21,273            | )
|Cash flows from financing activities:                                                 |   |                    |  
|Proceeds (payments) from notes payable bank – net                                     |   | (193,486           | )
|Proceeds from notes payable – other than bank                                         |   | 86,685             |  
|Repayment of notes payable – other than bank                                          |   | (57,256            | )
|Capitalized expenses related to registration statement                                |   | (66,351            | )
|Net cash used in financing activities                                                 |   | (230,408           | )
|Effect of exchange rate changes                                                       |   | (41,173            | )
|Net increase (decrease) in cash and cash equivalents                                  |   | 34,749             |  
|Cash and cash equivalents at beginning of period                                      |   | 145,952            |  
|Cash and cash equivalents at end of period                                            | $ | 180,701            |  

See accompanying notes to consolidated financial statements.


F-7

---

K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Nature of Business and Basis of Presentation

The Company was incorporated on September 2, 1999 in the State
  of Nevada as LMC Capital Corp. and was organized for the purpose of creating
  a corporate vehicle to locate and acquire an operating business. On December
  12, 2001 the Company changed its name to K-Tronik International Corp. (“KTI”
  or the “Company”).

By agreement dated November 29, 2001 and approved by the board
  of directors effective December 12, 2001, KTI issued 14,285,714 shares of restricted
  common stock to the shareholders of K-Tronik Int’l Corporation, a Nevada
  corporation, in exchange for 100% of the issued and outstanding shares of K-Tronik
  Int’l Corporation which, at the time of the transaction, owned a 100%
  interest in K-Tronik Asia Corporation (“KTA”), a Korean corporation.
  In connection with this transaction, K-Tronik Int’l Corporation changed
  its name effective December 12, 2001 to K-Tronik N.A. Inc. (“KTNA”).

The acquisition resulted in the former shareholders of KTNA
  acquiring 93.4% of the outstanding shares of the KTI and has been accounted
  for as a reverse acquisition with KTNA being treated as the accounting parent
  and KTI, the legal parent, being treated as the accounting subsidiary. Accordingly,
  the consolidated results of operations of the Company include those of KTNA
  for all periods shown and those of the KTI since the date of the reverse acquisition.

The Company is engaged in the manufacture and distribution
  of various types of electronic stabilizers and illuminator ballasts for fluorescent
  lighting fixtures. The Company grants credit, on an unsecured basis, to distributors
  and installers located throughout the United States.

By agreement dated November 29, 2001 and approved by the board
  of directors effective December 12, 2001, KTI acquired 100 % of the issued and
  outstanding shares of KTNA, which included KTNA’s wholly-owned subsidiary
  KTA, in exchange for 14,285,714 shares of restricted common stock of KTI. As
  a condition of this acquisition, KTI also issued 3,788,172 shares of restricted
  common stock to ETIFF Holdings Inc. (“ETIFF”) in settlement of $3,788,172
  owed to ETIFF by KTNA. ETIFF, a wholly owned subsidiary of Eiger Technologies,
  Inc. (“Eiger”), a Toronto Stock Exchange listed company, owned 53%
  of the issued and outstanding shares of KTNA. Also in connection with this transaction,
  Eiger was granted an option, which has been exercised, to acquire an additional
  3,000,000 shares of KTI from the original shareholders of KTI. As a result of
  these transactions, the former shareholders of KTNA own 90.7% of KTI representing
  21,073,886 of the 23,223,886 total issued and outstanding shares of KTI at September
  30, 2004.

This acquisition has been accounted for as a recapitalization
  using accounting principles applicable to reverse acquisitions with KTNA being
  treated as the accounting parent (acquirer) and KTI being treated as the accounting
  subsidiary (acquired). The value assigned to the capital stock of consolidated
  KTI on acquisition of KTNA is equal to the book value of the capital stock of
  KTNA plus the book value of the net assets of KTI as at the date of the acquisition.

F-8

---

K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying value of KTI’s capital stock at December 12, 2001, after giving effect to the reverse acquisition and the ETIFF debt settlement is calculated as follows:

|KTNA capital stock                   | $ | 100,000   | 
|------------------------------------ | - | --------- | 
|KTNA additional paid in capital      |   | 1,132,162 | 
|Settlement of amounts due to ETIFF   |   | 3,788,172 | 
|                                     |   |           | 
|KTI capital stock, December 12, 2001 | $ | 5,020,334 | 

|Capital stock (22,573,886 common shares issued and
      outstanding) | $ | 226       | 
|--------------------------------------------------------------------- | - | --------- | 
|Additional paid-in capital                                            |   | 5,020,108 | 
|                                                                      |   |           | 
|                                                                      | $ | 5,020,334 | 




The functional currency of KTA is the Korean Won.

NOTE 2 – Going Concern

These financial statements have been prepared in accordance
  with accounting principles generally accepted in the United States of America
  with the assumption that the Company will be able to realize its assets and
  discharge its liabilities in the normal course of business.

The Company has sustained operating losses of $1,261,431
  and $867,796, has a working capital deficiencies of $1,322,141 and $439,971
  for the years ended September 30, 2004 and 2003, respectively. The Company has
  no long-term contracts related to its business plans. As at September 30, 2004,
  the Company is in violation of a tangible net worth covenant relating to a revolving
  credit line with the Trust Company Bank of New Jersey (as referred to in note
  7). The Company’s continuation as a going concern is uncertain and dependant
  on successfully bringing its services to market, achieving future profitable
  operations and obtaining additional sources of financing to sustain its operations,
  the outcome of which cannot be predicted at this time. In the event the Company
  cannot obtain the necessary funds, it will be necessary to delay, curtail or
  cancel the further development of its products and services. In the event the
  Company cannot obtain the necessary funds, it will be necessary to delay, curtail
  or cancel the further development of its products and services.

F-9

---

K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The financial statements do not include any adjustments to
  reflect the possible future effects on the recoverability and classification
  of assets or the amounts and classification of liabilities that may result from
  the possible inability of the Company to continue as a going concern.

Subsequent to the year end (as referred to in note 15) the
  Company entered into an agreement to sell all of its interest in KTNA and the
  fixed assets of KTA

NOTE 3 – Summary of Significant Accounting Policies

Basis of Financial Statement Presentation

The financial statements have been prepared on the basis of
  accounting principles generally accepted in the United States of America with
  the assumption that the Company will be able to realize its assets and discharge
  its liabilities in the normal course of business.

Principles of Consolidation

The accompanying consolidated financial statements include
  the accounts of KTI, KTNA and KTA as described above. All intercompany balances
  and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an
  initial maturity date of three months or less and money market accounts to be
  cash equivalents.

Inventories

Inventories are stated at the lower of cost or market, determined
  by the moving weighted average method. An allowance has provided for obsolescence.

Property and Equipment

Property and equipment are stated at cost less accumulated
  depreciation. Depreciation of property and equipment is computed using the straight-line
  and accelerated methods over their estimated useful lives that range from three
  to five years. Repairs and maintenance are charged to expense as incurred.

Patent and Other Intangibles

Patent and other intangibles are recorded at cost and amortized over their estimated useful lives which range from five-to-ten years.

F-10

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Research and Development Costs

Research and development costs are charged to operations when
  incurred. Research and development expense totaled $56,656 and $25,371
  for the years ending September 30, 2004 and 2003, respectively.

Revenue Recognition

Sales to customers are FOB shipping point. As a result the
  Company recognizes sales when products are shipped.

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts
  based on specifically identified amounts that it believes to be uncollectible
  as well as for additional factors surrounding the credit risk of its customers,
  historical trends, and other information.

Shipping and Handling Costs

Shipping and handling costs are recorded as a component of
  cost of sales.

Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiary,
  KTA, are translated at the rate of exchange in effect at the end of the period.
  Net sales and expenses are translated at the average rate of exchange for the
  period. Translation adjustments are reflected as a separate component of stockholders’
  equity.

Advertising Costs

The Company records advertising costs in accordance with SOP
  93-7. Advertising costs of $44,247 and $48,083 were recognized as expense
  for years ended September 30, 2004 and 2003, respectively.

Use of Estimates

The preparation of financial statements in conformity with
  accounting principles generally accepted in the United States of America requires
  management to make estimates and

assumptions that affect the reported amounts of assets and
  liabilities and disclosure of contingent 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 those estimates.

F-11

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Long-Lived Assets

The carrying values of long-lived assets are periodically
  reviewed by management and impairments would be recognized if the expected future
  operating non-discounted cash flows derived from an asset were less than carrying
  value. No impairments have been recorded through September 30, 2004.

Fair Value of Financial Instruments

The estimated fair value of financial instruments has been
  determined by the Company using available market information and valuation methodologies.
  Considerable judgment is required in estimating fair value. Accordingly, the
  estimates may not be indicative of the amounts the Company could realize in
  a current market exchange. At September 30, 2004, the carrying amounts of cash,
  accounts receivable, accounts payable and accrued charges, and notes payable
  approximate their fair values due to the short-term maturities of these instruments.

Net Loss Per Share

The Company accounts for net loss per share under the provisions
  of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
  Share, which requires a dual presentation of basic and diluted earnings per
  share. Basic net loss per share excludes dilution and is computed by dividing
  income available to common stockholders by the weighted average number of common
  shares outstanding for the period. Diluted net loss per share is computed assuming
  the conversion of convertible preferred stock and the exercise or conversion
  of common stock equivalent shares, if dilutive, consisting of unissued shares
  under options and warrants. Basic and diluted losses are the same as no options,
  warrants or convertible preferred stock have been issued.

Stock Based Compensation

The Company follows SFAS No. 123, “Accounting for Stock-Based
  Compensation”, as amended by SFAS No. 148, “Accounting for Stock
  Based Compensation-Transition and Disclosure”. It chose to apply Accounting
  Principle Board Opinion 25 and related interpretations in accounting for stock
  options granted to its employees and present pro forma effect of the fair value
  of such options. No options have been granted to date.

Concentrations of Credit Risk

SFAS No. 105, "Disclosure of Information About Financial Instruments
  with Off-Balance Sheet Risk and Financial Instruments with Concentration of
  Credit Risk", requires disclosure of any significant off-balance sheet risk
  and credit risk concentration. The Company does not have significant off-balance
  sheet risk or credit concentration.

F-12

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company provides credit to its clients in the normal course
  of its operations. It carries out, on a continuing basis, credit checks on its
  clients and maintains provisions for contingent credit losses which, once they
  materialize, are consistent with management's forecast. The composition of major
  customers is referred to in note 10.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No.
  109, "Accounting for Income Taxes". Deferred tax assets and liabilities are
  recorded for differences between the financial statement and tax basis of the
  assets and liabilities that will result in taxable or deductible amounts in
  the future based on enacted tax laws and rates applicable to the periods in
  which the differences are expected to affect taxable income. Valuation allowances
  are established when necessary to reduce deferred tax assets to the amount expected
  to be realized. Income tax expense is recorded for the amount of income tax
  payable or refundable for the period increased or decreased by the change in
  deferred tax assets and liabilities during the period.

New Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board
  ("FASB") issued FASB Interpretation No. 46 "Consolidation of Variable Interest
  Entities", an interpretation of ARB No. 51 ("FIN 46"). The FASB issued a revised
  FIN 46 in December 2003, which modifies and clarifies various aspects of the
  original interpretations. A Variable Interest Entity ("VIE") is created when
  (i) the equity investment at risk is not sufficient to permit the entity to
  finance its activities without additional subordinated financial support from
  other parties or (ii) equity holders either (a) lack direct or indirect ability
  to make decisions about the entity, (b) are not obligated to absorb expected
  losses of the entity or (c) do not have the right to receive expected residual
  returns of the entity if they occur. If an entity is deemed to be a VIE, pursuant
  to FIN 46, an enterprise that absorbs a majority of the expected losses of the
  VIE is considered the primary beneficiary and must consolidate the VIE. For
  VIEs created before January 31, 2003, FIN 46 was deferred to the end of the
  first interim or annual period ending after March 15, 2004. The adoption of
  FIN 46 did not have a material impact on the financial position or results of
  operations of the Company.

In May 2003, the FASB issued SFAS No. 150, "Accounting for
  Certain Financial Instruments With Characteristics of Both Liabilities and Equity",
  which requires issuers to classify as liabilities the following three types
  of freestanding financial instruments: (1) mandatory redeemable financial instruments,
  (2) obligations to repurchase the issuer's equity shares by transferring assets;
  and (3) certain obligations to issue a variable number of shares. The Company
  adopted SFAS No. 150 for the year ended September 30, 2003. The adoption of
  SFAS No. 150 did not have a material impact on the financial position or results
  of operations of the Company.

F-13

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In December 2003, the Securities Exchange Commission issued
  Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition" which supersedes
  SAB 101, "Revenue Recognition in Financial Statements." SAB 104's primary purpose
  is to rescind the accounting guidance contained in SAB 101 related to multiple
  element revenue arrangements, superseded as a result of the issuance of EITF
  00-21. The Company adopted the provisions of SAB No. 104 for the year ended
  September 30, 2004. The adoption of SFAS No.104 did not have a material impact
  on the financial position or results of operations of the Company.

In December 2003, a revision of SFAS No. 132, "Employers'
  Disclosures about Pensions and Other Postretirement Benefits" was issued, revising
  disclosures about pension plans and other post retirements benefits plans and
  requiring additional disclosures about the assets, obligations, cash flows,
  and net periodic benefit cost of defined benefit pension plans and other defined
  benefit postretirement plans. The revision of SFAS No. 132 did not have a material
  impact on the Company's financial statements.

In March 2004, the FASB issued an exposure draft of a new
  standard entitled “Share Based Payment,” which would amend SFAS
  No. 123, “Accounting for Stock Based Compensation,” and SFAS No.
  95, “Statement of Cash Flows”. Among other items, the new standard
  would require the expensing, in the financial statements, of stock options issued
  by the Company. The new standard, as proposed, would be effective for periods
  beginning after June 15, 2005. The adoption of SFAS 123 and SFAS 95 are not
  expected to have a material impact on the financial position or results of operations
  of the Company.

NOTE 4 – Inventories

Inventories consist of the following at September 30, 2004:

|Finished goods                     |   | 1,364,282 |  
|---------------------------------- | - | --------- | -
|                                   |   | 1,364,282 |  
|Reserve for inventory obsolescence |   | (60,000   | )
|                                   | $ | 1,304,282 |  




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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – Property and Equipment:

Property and equipment consists of the following at September 30, 2004:

|Transportation equipment       | $ | 17,706  | 
|------------------------------ | - | ------- | 
|Computer equipment             |   | 152,902 | 
|Tools                          |   | 299,230 | 
|Furniture and fixtures         |   | 62,175  | 
|Machinery and equipment        |   | 444,943 | 
|                               |   | 976,956 | 
|Less: Accumulated depreciation |   | 664,910 | 
|                               | $ | 312,046 | 

NOTE 6 – Intangible Assets:

Intangible assets consist of the following at September 30, 2004:

|Intangible Assets        | $ | 172,351 |  
|------------------------ | - | ------- | -
|Accumulated Amortization |   | (82,549 | )
|Net Amount               | $ | 89,802  |  

The weighted average amortization period is 10 years. The
  estimated aggregate amortization expense for each of the five succeeding years
  is approximately $17,500 per year.

NOTE 7 – Notes Payable:

The Company has drawn down $924,240 as of September 30,
  2004 under a $1,500,000 revolving credit line with Trust Company Bank of
  New Jersey (“Trust”), which is due on demand. This line replaced
  the expired Alliance revolving credit line. The line of credit is secured by
  equipment, general intangibles, inventory, and stockholder guarantees of up
  to $500,000. The line expires June 30, 2006; however it is renewable annually
  at June 30, 2005. The availability of funds is limited to percentages of eligible
  accounts receivable and inventory. This agreement contains various financial
  and non-financial covenants of which the Company was in violation of the tangible
  net worth covenant at September 30, 2004.

F-15

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

KTA has drawn down $418,280 under a separate revolving
  line of credit of $600,000 at September 30, 2004 with Woori Bank (Formely
  Hanvit Bank) in Korea. The line of credit is unsecured. Interest, which is payable
  upon borrowing, is charged at an adjustable rate, currently 7.02% per annum.
  The line of credit expires May 29, 2005.

In February 2003, KTA was advanced $111,741 by one of
  its employees; the total amount outstanding at September 30, 2004 was $32,610.
  The advance is non- interest bearing and is payable on demand.

In March 2004, KTA was advanced $86,685 by an outside
  financier. The advance bears interest at the rate of 5% and is due by December
  2004. The total amount outstanding at September 30, 2004 was $86,066.

NOTE 8 – Capital Stock:

The legal share capital of the Company subsequent to the reverse
  acquisition is that of KTI, the legal parent. KTI has authorized capital of
  100,000,000 shares of common stock with a par value of $0.00001 of which
  4,500,000 were issued and outstanding prior to the reverse acquisition as described
  in Note 1.

The weighted average number of common shares outstanding prior
  to the reverse acquisition is deemed to be 14,285,714 being the number of shares
  issued to effect the reverse acquisition. As of September 30, 2004 the Company
  had 23,223,886 shares outstanding.

The Company has no stock options outstanding as of September
  30, 2004 and has not recorded any stock-based compensation in the current period
  or in any prior period.

NOTE 9 – Commitments and Contingencies:

The Company assumed a lease of its office space located in
  Hackensack, New Jersey, which expires May 31, 2005. The lease contains a provision
  requiring the Company to pay property taxes and operating expenses, which exceed
  base year amounts. KTA occupies a factory located in South Korea under a lease,
  which expired March 31, 2004. Total rent expense was approximately $114,225
  and $88,175 for the years ended September 30, 2004 and 2003, respectively.

Future minimum annual rent payments under these leases are
  as follows:

| | Year Ending   |  |   |        | 
| | ------------- |  | - | ------ | 
| | September 30, |  |   |        | 
| | 2004          |  | $ | 27,000 | 
| |               |  | $ | 27,000 | 

F-16

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – Major Customer:

One customer accounted for approximately 13% and 12% of sales
  for the years ended September 30, 2004 and 2003, respectively, and four customers
  accounted for 47% of accounts receivables as of September 30, 2004 and two customers
  accounted for 32% of accounts receivables as of September 30, 2003.

NOTE 11 – Income Taxes:

Deferred income taxes reflect the tax effects of temporary
  differences between the carrying amounts of assets for financial reporting purposes
  and amounts used for income tax purposes. The Company provides deferred income
  taxes for temporary differences between assets and liabilities recognized for
  financial reporting and income tax purposes. A deferred tax asset valuation
  allowance has been provided to entirely offset deferred tax assets due to the
  uncertainty regarding the realization of these assets based on future probability.
  Differences between income tax benefits computed at the federal statutory rate
  and reported income taxes for tax year 2002 are primarily attributed to net
  operating loss carryforwards, the loss on income from foreign subsidiary and
  other permanent differences. At September 30, 2004 the Company had net operating
  loss carryforwards of $459,000 from its US operations and $3,059,000
  from its foreign operations available to offset future taxable income expiring
  through 2009. The tax effects of temporary differences at September 30, 2004
  are as follows:

Deferred tax assets:

|Allowance for doubtful accounts      | $ | 24,500     |  
|------------------------------------ | - | ---------- | -
|Net operating losses                 |   | 976,000    |  
|Allowance for inventory obsolescence |   | 20,400     |  
|Retirement and severance benefits    |   | 15,600     |  
|Allowance for warranty expense       |   | 17,300     |  
|Depreciation and Amortization        |   | 6,600      |  
|Total deferred tax assets            |   | 1,060,400  |  
|Less valuation allowance             |   | (1,060,400 | )
|                                     | $ | -          |  

Employees who have been with KTA for over one year are entitled
  to lump-sum payments based on current rates of pay and length of service when
  they leave KKTA. It is not the policy of KTA to fund retirement and severance
  benefits accrued. However, provisions in the amount of approximately $30,000
  and $30,000 at September 30, 2004 and 2003, respectively, has been made
  in the accompanying financial statements for the estimated accrued liability
  under the plan, which would be payable if all employees left on the balance
  sheet date.

F-17

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K-TRONIK INTERNATIONAL CORP.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 – Supplemental Disclosure of Cash Flow Information:

Cash paid for interest for the years ended September 30, 2004 and 2003 was $108,535 and $161,602, respectively.

NOTE 14 – Operating Segments

The Company has only one material operating segment, the design,
  market and distribution of electronic stabilizers and illuminator ballasts for
  florescent lighting fixtures, which is managed on a geographic basis.

The table below presents information by geographic location:

|                  |   | 2004      |  |   | 2003      | 
|----------------- | - | --------- |  | - | --------- | 
|Revenues:         |   |           |  |   |           | 
|United States     | $ | 5,197,986 |  | $ | 5,436,501 | 
|Asia and other    |   | 333,028   |  |   | 1,100,477 | 
|                  | $ | 5,531,014 |  | $ | 6,536,978 | 
|                  |   |           |  |   |           | 
|Long-lived assets |   |           |  |   |           | 
|United States     | $ | 77,169    |  |   |           | 
|Asia and other    |   | 234,877   |  |   |           | 
|                  | $ | 312,046   |  |   |           | 




NOTE 15 – Subsequent Event

On December 15, 2004, K-Tronik International Corp.("KTI")
  entered into an agreement to sell all of its interest in K-Tronik N.A. Inc.
  ("KTNA") and the fixed assets of its subsidiary, K-Troniks Asia Ltd. ("KTA").
  The terms of the Agreement call for KTA to use the purchase proceeds to retire
  the debts of KTA to the purchaser. Upon final closing of the agreement, it is
  expected that the purchaser will own all of the issued and outstanding shares
  of KTNA and the assets of KTA. It is further expected that KTI will no longer
  be engaged in the business of manufacturing, distributing or selling electronic
  ballasts.

F-18

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