---

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

FORM 10-KSB

(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, 2005

 ̈ 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)                                          |                                        
|                                                       |                                        
|**Suite 602  330 Bay Street, Toronto,
      Ontario** | **M5H 2S8**                            
|(Address of principal executive offices)               | (Zip Code)                             

**(416) 216-8659**(Registrants
telephone number)

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

Indicate by check mark whether the Registrant is a shell company
  (as defined in Rule 12b-2 of the 
  Exchange Act) Yes x No  ̈

---

The issuer had revenues of $0 for the fiscal year ended
September 30, 2005.

Of the 23,223,886 shares of voting stock of the registrant
issued and outstanding as of December 28, 2005, 2,150,000 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

---

FORM 10-KSB ANNUAL REPORT FOR THE YEAR ENDED SEPTEMBER
30, 2005 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                                                                                                    
|Item 8B  | Other Information                                                                                                          
|         |                                                                                                                            
|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 and Related Stockholder Matters                       
|Item 12  | Certain Relationships and Related
      Transactions                                                                       
|Item 13  | Exhibits                                                                                                                   
|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 was 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 was 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.

The Company designed, marketed and distributed electronic
stabilizers and illuminator ballasts for florescent lighting fixtures primarily
in the United States from its 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.

The Companys ballasts and ballasts components were sourced
through either South Korean manufacturers or manufacturers in mainland
China.

In December of 2004, the Company entered into agreements to
sell its electronic stabilizer and illuminator ballast business by way of its
sale of its K-Tronik N.A. and the fixed assets of K-Tronik (Asia) subsidiaries.
The Company is no longer engaged in the business of manufacturing, distributing
or selling electronic ballasts.

Products and Markets

As the Company presently has no active business, it does not
have products or markets for these products.

Employees

The Company presently has no full-time or part-time employees.
At September 30, 2004, the Company had 6 full-time employees, of whom 5 were
employed in executive, sales, operations and administrative capacities and 1 in
research and development, quality control and manufacturing capacities.

---

Item
2.           Description of
Property

The Company does not have any physical property. Its limited
operations are conducted through the offices of its parent, Eiger Technology,
Inc,. a Toronto Stock Exchange listed company, in Toronto, Canada.

With the cessation of its ballast business, the Company ceased
to lease both its former office premises in Hackensack, New Jersey and its
warehousing facilities in New Jersey and California.

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, 2005.

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:

2005
    HIGH
    LOWFirst Quarter
      $0.20
      $0.05Second Quarter
      $0.075
      $0.05Third Quarter
      $0.05
    $0.05Fourth Quarter
      $0.175
    $0.05


Holders of Common Stock

On September 30, 2005, there were approximately 45 holders of
record of our common stock and 23,223,886 shares outstanding. Some shareholders
have deposited their shares to brokerage accounts and, as a result, their shares
are reflected on the Companys registered shareholder list as being registered
to intermediaries such as Cede & Co. or CDS. The Company cannot, as a
result, reliably determine the number of persons who hold such shares.

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. The Companys remaining issued and outstanding shares of
common stock have not been registered and will not be available for sale in the
open market without separate registration or 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. Most of the Companys issued and outstanding shares were issued over
two years ago.

In addition to the resale restrictions on these shares detailed
above, 6,714,286 of the Companys issued and outstanding shares, which are held
by the former President and CEO, Robert Kim, 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. To date, to the Companys knowledge, none
of these shares has been sold by Robert Kim.

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.

The Company does not presently have active business operations,
but is seeking a business opportunity to pursue. For this reason, few accounting
policies (such as revenue recognition, for example) are critical to the
presentation of our financial results.

The accounting assumptions and policies used in the preparation
of our financial statements are explained in the notes attached thereto and
appearing later in this Report on Form 10KSB.

---

Results of Operation:

The year ended September 30, 2005 (the 2005 period) compared
to the year ended September 30, 2003 (2004 period).

Net Sales

The Company reported net sales of $0 for the 2005 and 2004
periods, as the Company no longer has an active business, due to the sale of the
Companys ballast business. Sales during the periods of active business are
presented as discontinued operations.

Gross Profit

The Companys gross profit was $0 in the 2005 period as a
result of the above factors.

Selling, General and Administrative

Selling, general and administrative (SG&A) expenses
increased to $19,011 in the 2005 period, versus the prior year total of $0. The
increase of $19,011 is due to the costs during the period of active business is
presented as discontinued operations. Currently, costs are limited because the
Company is no longer operating as an active business and its limited
administrative operations have been moved to its parent companys Toronto,
Canada offices.

Operating Loss

The loss from continuing operations increased to $19,011 in the
2005 period from $0 in the 2004 period due directly to those items discussed
above.

Interest and Other Expenses

The Company reported interest and other expenses of $0 for the
2005 and 2004 periods, as the Company no longer has an active business, as
discussed above. Interest and other expenses during the periods of active
business are presented as discontinued operations.

Net Income

For the reasons stated above the Company reported net income of
$806,082 for the 2005 period as compared to a loss of $1,261,431 for the prior
period. The 2005 net income was primarily attributable to a gain on disposal of
assets of discontinued operations of $889,919.

---

Liquidity and Capital Resources

At September 30, 2005, the Company had working capital deficit of $83,837, and cash and cash equivalents of $0 as compared to working capital deficit of $1,322,141 and cash and cash equivalents of $0 at September 30, 2004. The
increase in working capital was primarily attributed to the sale of discontinued operations and the gain on disposal of the associated assets. Net cash provided by operating activities was negative $64,826 for the 2005 period as compared to
$75,922 during the 2004 period.

Net cash used in investing activities was $0 for the 2005 period as compared to $0 for the 2004 period. The Company has no plans for significant equipment purchases during the fiscal year ended September 30, 2006.

The Company's continuation as a going concern is uncertain and dependant on successfully finding another active business, 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 does not find an active business to pursue or cannot obtain the necessary funds, it will be necessary to delay, curtail or cancel the business
operations.

The Company is presently seeking to secure a new business opportunity or acquisition of an active business. At this time, it has not entered into a transaction or identified a new business opportunity or active business to acquire.

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 does not presently have active business operations
and, as a result, no quantification of its market risk can be made.

Item
7.           Financial
Statements

The audited Consolidated Financial Statements are included in
this Form 10-KSB 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, 2005.

There have been no significant changes in the Company's
internal controls over financial reporting during the fiscal year ended
September 30, 2005 that have materially affected or are reasonably likely to
materially affect, our internal controls over financial reporting.

The Company presently has only one executive officer, who acts
as President, CEO, Chief Accounting Officer and Treasurer, Gerry Racicot. Mr.
Racicot is also the President of the Companys parent company, Eiger Technology,
Inc.

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
    Age
    Date
      Elected as Director*1*2Gerry
      Racicot
    Director, President, Treasurer, CEO and Chief Accounting
      Officer
    55
    December 12, 2001 to present


|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.

---

Gerry Racicot, Director, President, Treasurer, CEO and Chief
Accounting Officer

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.

Item
10.         Executive
Compensation

Summary Compensation Table

Annual Compensation
    Long-term compensationAwards
    PayoutsName and principal position
    Year
    Salary ($)
    Bonus ($)
    Other Annual Compe nsation ($)
    Restricted Stock Award(s) ($)
    Securities Underlying options/ SARs (#)
    LTIP payouts ($)
    All other Compe nsation ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)Gerry Racicot, President, Director, CEO and
      Chief Accounting Officer
    2005 2004 2003
    $0 $0 $0
    0 0 0
    0 0 0
    0 0 0
    0 0 0
    0 0 0
    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,
2005 (23,223,886 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 ClassETIFF
      Holdings, LLC (Eiger Technology, Inc. subsidiary)
    Greater than 5% shareholder
    14,359,600
    61.83%Robert
      Kim
    Former Director, Treasurer and President, Greater than
      5% shareholder
    6,714,286
    28.91%Gerry
      Racicot
    Director, President, CEO and Chief Accounting Officer
    (1)
    (1)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 61.83% 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 Companys parent, Eiger Technology, Inc., has advanced it a
total of $66,837 in the last two years to cover the Companys operating expenses
including transfer agent fees, legal and accounting fees and other expenses that
have yet to be repaid.

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 agreed that the loan is non-interest bearing, payable on
demand and has no fixed date of repayment. As the Company sold its interest in
K-Tronik (Asia) in December of 2004, the Company is not aware of the status of
the loan and notes that the loan was related to discontinued operations.

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 three (3) Reports on Form 8K on
the EDGAR system dated November 9, 2004, January 31, 2005 and March 3, 2005.

Item
14.         Principal Accountant
Fees and Services

During the fiscal year ended September 30, 2005, the Company
incurred professional service fees of CAD$40,000 for audit and audit related
services provided by the principal accountant. During the fiscal year ended
September 30, 2004 these fees totaled $97,433. 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 | Exhibit Description                                                                                                                                                                   
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                       
|3.1    | Articles of Incorporation (incorporated
        by reference to Exhibit 3 of the Registration Statement on Form 10-SB
        filed on September 28, 2000).                           
|       |                                                                                                                                                                                       
|3.2    | Certificate of Amendment to
        Articles of Incorporation (incorporated by reference to Exhibit 2 of the
        Form 10-SB filed on September 28, 2000).                         
|       |                                                                                                                                                                                       
|3.3    | Certificate of Amendment to Articles
        of Incorporation dated October 13, 2000. (incorporated by reference to
        Exhibit 3.3 of the Form 10-QSB filed on November 7, 2000).
|       |                                                                                                                                                                                       
|3.4    | ByLaws (incorporated by reference
        to Exhibit 3.3 of the Form 10-QSB filed on November 7, 2001).                                                                               
|       |                                                                                                                                                                                       
|14.1   | Code
        of Business Conduct                                                                                                                                                      
|       |                                                                                                                                                                                       
|31     | Section
        302 certification of Chief Executive Officer                                                                                                                          
|       |                                                                                                                                                                                       
|32     | Section
        906 certification of Chief Executive Officer                                                                                                                          

---

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 28, 2005 | By: /s/ Gerry Racicot                       
|                         | Gerry Racicot, President, CEO, and Director,
|                         | Treasurer and Chief Accounting Officer      

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

|Dated: December 28, 2005 | By: /s/ Gerry Racicot  
|------------------------ | -----------------------
|                         | Gerry Racicot, Director

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K-TRONIK INTERNATIONAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED SEPTEMBER 30, 2005

CONTENTS

|Report of Independent Registered Public
      Accounting Firm | 1     
|------------------------------------------------------------- | ------
|                                                              |       
|Consolidated Balance Sheet                                    | 2     
|                                                              |       
|Consolidated Statement of Operations                          | 3     
|                                                              |       
|Consolidated Statement of Stockholders'
      Deficiency      | 4     
|                                                              |       
|Consolidated Statement of Cash Flows                          | 5     
|                                                              |       
|Notes to Consolidated Financial Statements                    | 6 - 15

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders ofK-Tronik
International Corp.

We
have audited the accompanying consolidated balance sheet of K-Tronik
International Corp. as of September 30, 2005 and 2004 and the consolidated
statements of operations and comprehensive loss, stockholders' deficit, and cash
flows for the years 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 misstatements. 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.

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 of September 30 2005 and 2004 and the results of its
operations and comprehensive loss, changes in its stockholders' deficit and its
cash flows for the years then ended, in conformity with U.S. generally accepted
accounting principles.

The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note 1 to the
consolidated financial statements, the Company experienced operating losses and
has a working capital deficiency. These factors raise substantial doubt about
the Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

|Toronto, Canada                                                                                                                                                                                   | /s/ SF Partnership, LLP
      CHARTERED ACCOUNTANTS
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------
|December 22, 2005                                                                                                                                                                                 |                                                    
|The
      Madison Centre, 4950 Yonge Street, Suite 400, Toronto, Ontario Canada M2N
      6K1
      Telephone 416 250 1212   Fax 416 250 1225   email   general@sfgroup.ca
        www.sfgroup.ca

- 1 -

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K-TRONIK INTERNATIONAL CORP.Consolidated Balance
Sheet September 30, 2005 and 2004

|                                                              |   | 2005       |   |   | 2004       |  
|------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                              |   |            |   |   |            |  
|ASSETS                                                        |  
|                                                              |   |            |   |   |            |  
|Current                                                       |   |            |   |   |            |  
|Current assets of discontinued operations
      (note 6)      | $ | -          |   | $ | 2,668,636  |  
|                                                              |   |            |   |   |            |  
|Total Current Assets                                          |   | -          |   |   | 2,668,636  |  
|                                                              |   |            |   |   |            |  
|Long Term Assets of Discontinued Operations(note 6)           |   | -          |   |   | 432,222    |  
|                                                              |   |            |   |   |            |  
|Total Assets                                                  | $ | -          |   | $ | 3,100,858  |  
|                                                              |   |            |   |   |            |  
|LIABILITIES                                                   |  
|                                                              |   |            |   |   |            |  
|Current                                                       |   |            |   |   |            |  
|Advances - related
      party (note 3)                       | $ | 83,837     |   | $ | -          |  
|Current liabilities of discontinued
      operations (note 6) |   | -          |   |   | 3,990,777  |  
|                                                              |   |            |   |   |            |  
|Total Current Liabilities                                     |   | 83,837     |   |   | 3,990,777  |  
|                                                              |   |            |   |   |            |  
|Total Liabilities                                             |   | 83,837     |   |   | 3,990,777  |  
|                                                              |   |            |   |   |            |  
|STOCKHOLDERS' DEFICIT                                         |  
|                                                              |   |            |   |   |            |  
|Capital Stock(note 4)                                         |   | 233        |   |   | 233        |  
|                                                              |   |            |   |   |            |  
|Additional Paid-In Capital                                    |   | 5,278,750  |   |   | 5,278,750  |  
|                                                              |   |            |   |   |            |  
|Accumulated Comprehensive Loss                                |   | (315,536   | ) |   | (315,536   | )
|                                                              |   |            |   |   |            |  
|Accumulated Deficit                                           |   | (5,047,284 | ) |   | (5,853,366 | )
|                                                              |   |            |   |   |            |  
|Total Stockholders' Deficit                                   |   | (83,837    | ) |   | (889,919   | )
|                                                              |   |            |   |   |            |  
|Total Liabilities and Stockholders' Deficit                   | $ | -          |   | $ | 3,100,858  |  

(The accompanying notes are an integral part of this financial
statement)

- 2 -

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K-TRONIK INTERNATIONAL CORP.Consolidated Statement
of Operations and Comprehensive Loss Years Ended September 30, 2005 and
2004

|                                                   |   | 2005       |   |   | 2004       |  
|-------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                   |   |            |   |   |            |  
|Expenses                                           |   |            |   |   |            |  
|General and administrative                         | $ | 19,011     |   | $ | -          |  
|                                                   |   |            |   |   |            |  
|Loss from Continuing Operations                    |   | (19,011    | ) |   | -          |  
|                                                   |   |            |   |   |            |  
|Income (Loss) from Discontinued Operations(note 6) |   | 825,093    |   |   | (1,261,431 | )
|                                                   |   |            |   |   |            |  
|Income (Loss) Before Income Taxes                  |   | 806,082    |   |   | (1,261,431 | )
|                                                   |   |            |   |   |            |  
|Provision for income taxes                         |   | -          |   |   | -          |  
|                                                   |   |            |   |   |            |  
|Net Income (Loss)                                  |   | 806,082    |   |   | (1,261,431 | )
|                                                   |   |            |   |   |            |  
|Foreign currency translation
      adjustment      |   | -          |   |   | (41,173    | )
|                                                   |   |            |   |   |            |  
|Comprehensive Income (Loss)                        | $ | 806,082    |   | $ | (1,302,604 | )
|                                                   |   |            |   |   |            |  
|Earnings (Loss) Per Weighted Average Number of     |   |            |   |   |            |  
|Shares
      Outstanding - Basic and Diluted       |   |            |   |   |            |  
|                                                   |   |            |   |   |            |  
|Continuing
      operations                        | $ | -          |   | $ | -          |  
|                                                   |   |            |   |   |            |  
|Discontinued
      operations                      | $ | 0.04       |   | $ | (0.06      | )
|                                                   |   |            |   |   |            |  
|Weighted Average Number of Common
      Shares     |   |            |   |   |            |  
|Outstanding-Basic and
      Diluted                |   | 22,223,886 |   |   | 22,223,886 |  

(The accompanying notes are an integral part of this financial
statement)

- 3 -

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K-TRONIK INTERNATIONAL CORP.Consolidated Statement
of Stockholders' Deficiency Years Ended September 30, 2005 and 2004

Additional
    
    
    
    
    
    AccumulatedNumber of
    
    
    
    
    
    Paid in
    
    
    Accumulated
    
    
    Comprehensive
    
    
    TotalShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Loss
    
    
    DeficiencyBalance, September 30, 2003
    
    22,573,886
    
    $
    226
    
    $
    5,020,108
    
    $
    (4,591,935
    )
    $
    (274,363
    )
    $
    154,036Net loss for year
    
    -
    
    
    -
    
    
    -
    
    
    (1,261,431
    )
    
    -
    
    
    (1,261,431
    )Capitalized expenses relatedto registration statement
    
    -
    
    
    -
    
    
    (66,351
    )
    
    -
    
    
    -
    
    
    (66,351
    )Issuance of common stock
    
    650,000
    
    
    7
    
    
    324,993
    
    
    -
    
    
    -
    
    
    325,000Foreign currencytranslation
      adjustment
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (41,173
    )
    
    (41,173
    )Balance, September 30, 2004
    
    23,223,886
    
    $
    233
    
    $
    5,278,750
    
    $
    (5,853,366
    )
    $
    (315,536
    )
    $
    (889,919
    )Net income for year
    
    -
    
    
    -
    
    
    -
    
    
    806,082
    
    
    -
    
    
    806,082Balance, September 30, 2005
    
    23,223,886
    
    $
    233
    
    $
    5,278,750
    
    $
    (5,047,284
    )
    $
    (315,536
    )
    $
    (83,837
    )


(The accompanying notes are an integral part of this financial
statement)

- 4 -

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K-TRONIK INTERNATIONAL CORP.Consolidated Statement
of Cash Flows Year Ended September 30, 2005 and 2004

|                                                                  |   | 2005       |   |   | 2004       |  
|----------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                  |   |            |   |   |            |  
|Cash Flows from Operating Activities                              |   |            |   |   |            |  
|Loss from continuing operations                                   | $ | (19,011    | ) | $ | -          |  
|Changes in
      non-cash working capital                         |   |            |   |   |            |  
|Advances-related
      party                                      |   | 83,837     |   |   | -          |  
|                                                                  |   |            |   |   |            |  
|Funds provided by continuing
      operating activities           |   | 64,826     |   |   | -          |  
|                                                                  |   |            |   |   |            |  
|Income (loss) from discontinued
      operations                  |   | 825,093    |   |   | (1,261,431 | )
|                                                                  |   |            |   |   |            |  
|Adjustments for:                                                  |   |            |   |   |            |  
|                                                                  |   |            |   |   |            |  
|Amortization                                                      |   | -          |   |   | 165,043    |  
|Common stock issued for services rendered                         |   | -          |   |   | 325,000    |  
|Assets of
      discontinued operations                           |   | 3,100,858  |   |   | 453,790    |  
|Liabilities of discontinued operations                            |   | (3,990,777 | ) |   | 212,819    |  
|                                                                  |   |            |   |   |            |  
|Funds provided
      (used) by discontinuing operating activities |   | (64,826    | ) |   | (104,779   | )
|                                                                  |   |            |   |   |            |  
|Effect of Exchange Rate Changes                                   |   | -          |   |   | (41,173    | )
|                                                                  |   |            |   |   |            |  
|Net Increase in Cash                                              |   | -          |   |   | (145,952   | )
|                                                                  |   |            |   |   |            |  
|Cash - beginning of year                                          |   | -          |   |   | 145,952    |  
|                                                                  |   |            |   |   |            |  
|Cash - end of year                                                | $ | -          |   | $ | -          |  
|                                                                  |   |            |   |   |            |  
|Supplemental Disclosures of Cash Flow
      Information           |   |            |   |   |            |  
|                                                                  |   |            |   |   |            |  
|The Company had no cash flows arising from
      the following:   |   |            |   |   |            |  
|                                                                  |   |            |   |   |            |  
|Cash paid for
      interest                                      | $ | -          |   | $ | -          |  
|                                                                  |   |            |   |   |            |  
|Cash paid for
      income taxes                                  | $ | -          |   | $ | -          |  

(The accompanying notes are an integral part of this financial
statement)

- 5 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated
Financial Statements September 30, 2005 and 2004

|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% 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 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.         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | KTNA and KTA are engaged in the manufacture and
      distribution of various types of electronic stabilizers and illuminator
      ballasts for fluorescent lighting fixtures. The Company granted credit, on
      an unsecured basis, to distributors and installers located throughout the
      United States.                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On December 15, 2004, KTI entered into an agreement to
      sell all of its interest in KTNA and the fixed assets of its subsidiary,
      KTA. KTI is no longer engaged in the business of manufacturing,
      distributing or selling electronic ballasts. KTI is seeking another
      acquisition or business opportunity.                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The accompanying consolidated financial statements have
      been prepared on a going concern basis, in accordance with accounting
      principles generally accepted in the United States of America.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The going concern basis of presentation assumes that the
      Company will continue in operation for the foreseeable future and will be
      able to realize its assets and discharge its liabilities and contingencies
      in the normal course of operations.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | There is doubt about the Company's ability to continue as
      a going concern as it has disposed of all of its assets and has a working
      capital deficiency of $83,837 as at September 30, 2005. The Company's
      ability to continue as a going concern is dependent upon the Company's
      ability to raise additional capital and successfully completing a business
      acquisition or business opportunity. The outcome of these matters cannot
      be predicted at this time.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The consolidated financial statements have been prepared
      on a going concern basis and do not include any adjustments to the amounts
      and classifications of the assets and liabilities that would be necessary
      if the going concern basis was not appropriate.                                                                                                                                                                                                                                     

- 6 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                
|   | The accounting policies of the Company are in accordance
      with accounting principles generally accepted in the United States.
      Outlined below are those policies considered particularly significant:
|   |                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | d)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | e)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | f)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | g)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                
|   | h)                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                

- 7 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | i)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | j)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | k)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | l)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | m)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | n)                                                
|   |                                                   
|   |                                                   

- 8 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | o)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | p)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | q)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   | r)                                                
|   |                                                   
|   |                                                   

- 9 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | s)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

- 10 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | s)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

- 11 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|2. | Summary of Significant Accounting Policies(cont'd)
|-- | --------------------------------------------------
|   |                                                   
|   | s)                                                
|   |                                                   
|   |                                                   
|   |                                                   
|   |                                                   

- 12 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|3. | Advances from Related Party                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                              
|   | Advances are non-interest bearing and have no specified
      terms of repayment.                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                              
|4. | 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, 2005 the Company had 23,223,886 shares outstanding (2004: 23,223,886).                                       
|   |                                                                                                                                                                                                                                                                                                                                              
|   | The Company has no stock options outstanding as of June
      30, 2005 and has not recorded any stock-based compensation in the current
      period or any prior period.                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                              
|5. | Income Taxes                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                              
|   | The provision for income taxes has been computed as
      follows:                                                                                                                                                                                                                                                                           

| |                                                      |   | 2005     |   |   | 2004     |  
| | ---------------------------------------------------- | - | -------- | - | - | -------- | -
| | Expected income tax expense (recovery) at the        |   |          |   |   |          |  
| | statutory rate of 15%                                | $ | 120,912  |   | $ | (189,215 | )
| |                                                      |   |          |   |   |          |  
| | Tax effect of expenses that are not
      deductible |   |          |   |   |          |  
| | for income tax purposes (net of other                |   |          |   |   |          |  
| | amounts deductible for
      tax purposes)           |   | -        |   |   | -        |  
| |                                                      |   |          |   |   |          |  
| | Tax effect of differences in the                     |   |          |   |   |          |  
| | timing of deductibility of items                     |   |          |   |   |          |  
| | for income tax
      purposes:                       |   | -        |   |   | -        |  
| |                                                      |   |          |   |   |          |  
| |                                                      |   | 120,912  |   |   | (189,215 | )
| |                                                      |   |          |   |   |          |  
| | Valuation allowance                                  |   | (120,912 | ) |   | 189,215  |  
| |                                                      |   |          |   |   |          |  
| | Provision for income taxes                           | $ | -        |   | $ | -        |  

- 13 -

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|6. | Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On December 15, 2004, KTI entered into an agreement to
      sell all of its interest in KTNA and the fixed assets of its subsidiary,
      KTA. The terms of the agreement call for KTA to use the purchase proceeds
      to retire the debts of KTNA and its subsidiary KTA to the purchaser. KTI
      and the purchaser also entered into agreements whereby KTI transfers to
      the purchaser ownership of all of the issued and outstanding shares of
      KTNA, its U.S. subsidiary which owns KTA. Upon final closing of the
      agreements described above, 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | As such, the operations of KTNA and KTA are presented in
      the financial statements as discontinued operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |                                            |   | 2005    |   |   | 2004       |  
| | ------------------------------------------ | - | ------- | - | - | ---------- | -
| |                                            |   |         |   |   |            |  
| | Loss on discontinued operations            | $ | (64,826 | ) | $ | (1,261,431 | )
| | Gain on disposal of assets of discontinued |   |         |   |   |            |  
| | operations                                 |   | 889,919 |   |   | -          |  
| |                                            |   |         |   |   |            |  
| |                                            | $ | 825,093 |   | $ | (1,261,431 | )

Assets and liabilities presented in the
consolidated balance sheets include the following assets and liabilities of
discontinued operations:

| |                               |   | 2005 |  |   | 2004      |  
| | ----------------------------- | - | ---- |  | - | --------- | -
| |                               |   |      |  |   |           |  
| | Current assets                | $ | -    |  | $ | 2,699,010 |  
| | Property, plant and equipment |   | -    |  |   | 312,046   |  
| | Other                         |   | -    |  |   | 89,802    |  
| |                               |   |      |  |   |           |  
| | Current liabilities           |   | -    |  |   | 2,529,580 |  
| | Long-term debt                |   | -    |  |   | 1,461,197 |  
| |                               |   |      |  |   |           |  
| |                               | $ | -    |  | $ | (889,919  | )

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K-TRONIK INTERNATIONAL CORP.Notes to Consolidated Financial Statements 
  September 30, 2005 and 2004

|7. | Related Party Transactions                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                
|   | All related party transactions are in the normal course
      of operations and are measured at the exchange amount, which is the amount
      of consideration established and agreed to by both parties. During the
      year, administrative expenses in the amount of $83,847 were paid on behalf
      of the Company by a related party.
|   |                                                                                                                                                                                                                                                                                                                                                
|8. | Comparative Information                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                
|   | Certain comparative figures have been reclassified in
      order to conform with the current year's presentation.                                                                                                                                                                                                                             

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