**UNITED STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10KSB**
 
 [X]  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934
 For the
fiscal year ended December
31, 2004
 
 [
]  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 For the
transition period from _________ to ____________
 
 Commission
File No. 0 **33-05844-NY**
 
 **GTDATA
CORPORATION**
 (Exact
name of Registrant as specified in its charter)
 
 
 **NEVADA**      **87-0443026**
 (State or
other jurisdiction of     (I.R.S.
Employer
 incorporation
or organization)     Identification
Number)
 
 **7045
Wild Wave Drive**
 **Las
Vegas, Nevada**      **89131**
 (Address
of principal executive offices)   (Zip
Code)
 
 Registrant’s
telephone number, including area code:  **(702)
839-0724**
 
 Securities
registered pursuant to Section 12(b) of the Act: none
 
 Securities
registered pursuant to Section 12 (g) of the Act: none
 
 Check
whether the issuer (l) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 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. [ **X** ] Yes [
] No
 
 Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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 ]
 
 Revenues
for the fiscal year ending December 31, 2004 were $ 0.00.
 
 The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the last reported sale price of such stock as of December 31, 2004
$ 244,588.
 
 The
number of shares of the issuer’s Common Stock outstanding as of December 31,
2004 is 1,852,390.
 
 Transitional
Small Business Disclosure Format (check one): Yes [ ] No [ X ]
  **- 1
-**
 ****
 **Introductory
Note**
 
 This
Annual Report on Form 10-KSB may be deemed to contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The Company intends that such
forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results, and business prospects may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including, but not limited
to, adverse economic conditions, competition, inadequate capital, unexpected
costs, the possible acquisition of new businesses that result in operating
losses or the fluctuation and volatility of the Company's financial condition
and stock price, loss or retirement of key executives, and other specific risks
that may be alluded to in this Annual Report on Form 10-KSB or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks, which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainty inherent in
the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be
achieved.
 
 **PART
I**
 
 **Item
1. Description of Business**
 
 Organization
and History
 
 GTDATA
Corporation (the "Company" or "GTDATA") is a Nevada corporation. The Company was
originally incorporated on March 17, 1986, under the name Impressive Ventures,
Ltd. for the purpose of engaging in any lawful activity or business. In January
1998, we changed our name to World Internetworks, Inc. and in November 2001, we
changed our name to GTDATA Corporation.
 
 GT Data
Corporation, a Delaware corporation ("GT Data Delaware") was originally
incorporated on April 14, 1998 according to the laws of Colorado. GTData
Delaware was reincorporated according to the laws of Delaware on February 17,
2000. GT Data Delaware, through its wholly-owned subsidiary Technical Services
and Logistics Inc. (TSLI), was engaged in the sale, repair and support service
of in-warranty and out-of-warranty computer peripheral devices for a variety of
large and small brand name manufacturers.
 
 On
February 27, 2001, World Internetworks, Inc. ("WINS") entered into an Agreement
and Plan of Reorganization and Merger (the "Plan of Merger") with GTD
Acquisition, Inc. ("Newco") and GT Data Delaware. On March 20, 2001, and
pursuant to a Certificate filed with the Nevada Secretary of State, WINS
effected a 1 for 2 reverse split of all the outstanding shares of its common
stock, options and warrants. Immediately following the reverse split WINS had
50,000,000 shares authorized and 355,206 shares issued and outstanding.
Outstanding options and warrants were 11,225 and 40,750 respectively, after the
reverse split. On March 22, 2001, the Plan of Merger became effective (the
"Merger"). Under the Merger, Newco merged with and into GT Data Delaware, with
GT Data Delaware as the surviving subsidiary of the Company. Pursuant to the
Plan of Merger, all of the 384,420 outstanding series B preferred stock and
common stock of GT Data Delaware were exchanged for shares of WINS 1 for 1 on a
post-split basis and 37,500 shares were issued to Fairway Capital Partners, LLC,
a finder, in connection with the transaction. All of the outstanding shares of
Newco were converted into shares of GT Data Delaware as the surviving
corporation, with WINS as the sole holder of those shares. The transaction was
regarded as a reverse merger whereby GT Data Delaware was considered to be the
accounting acquirer as it retained control of WINS after the Merger. Pursuant to
the Plan of Merger, certain shareholders of GTDATA Delaware agreed to surrender
358,297 shares of common stock prior to the consummation of the Merger. As a
result of the reverse merger transaction that took place on February 27, 2001,
the Company adopted the fiscal year end of the formerly private company, GT Data
Delaware, and as a result, the Company's fiscal year end is now December
31.
   **- 2
-**
 During
the fiscal year ended December 31, 2003, the business operations of the Company
which were comprised of the business operations of TSLI suffered significant
setbacks through the loss of certain major customers. These setbacks resulted in
the inability of the Company to continue viable business operations. As a
result, the Company was forced to dispose of TSLI by way of an assignment of
TSLI to The Hammer Group. The Hammer Group released GTDATA of any liability that
GTDATA may have had with respect to TSLI. GTDATA did not receive any
consideration back in exchange for the assignment.
 
 Business
Operations
 
 Since the
assignment of TSLI, GTDATA has had no active business operations other than
searching out new business opportunities that have potential for profit. On
January 22, 2005, GTDATA acquired a 100% interest in a copper, gold and platinum
mineral prospect (the “Property”). The Property consists of 20 claim units in
central British Columbia, Canada approximately 45 miles east of Williams Lake.
The Property is located in the central Quesnel Trough and adjoins the south
border of Imperial Metals’, Mount Polley copper/gold mine.
 
 The
Property was acquired from Frontier Explorations Corp., a Delaware corporation,
which had acquired the Property from Mr. Autry Combs. Neither the registrant nor
any of its affiliates have a material relationship with Frontier Explorations
Corp. or Mr. Combs. The registrant issued 9,858,434 shares of common stock
valued at $80,000.00 in the aggregate in exchange for the Property.
 
 It is the
intention of GTDATA to now take steps to test the commercial viability of the
mineral deposits that may exist upon the Property. If it is determined that
sufficient mineral deposits exist upon the Property to warrant the development
of the minerals, it is the intention of GTDATA to develop the necessary mining
operations to retrieve and process the minerals for commercial
purposes.
 
 At the
present time, GTDATA does not have the cash resources necessary to develop the
Property and will need to obtain the capital necessary to go forward with its
exploration and development plans. GTDATA is now formulating the plans for the
obtainment of that capital.
 
 Government
Regulation
 
 Mineral
exploration and mining is regulated by both the government of Canada and the
Province of British Columbia. These laws and regulations relate to both the
exploration for and the harvesting of mineral deposits. They include laws about
investing certain amount of capital in the exploration process and about mining
safety and environmental concerns. Conforming to these laws will increase the
cost of doing business for GTDATA. Failure to comply with these laws can result
in the loss of the mineral prospect and damages for improper treatment of the
environment. It is the intention of GTDATA to comply with all laws and
regulations that pertain to the exploration for minerals and the harvesting of
minerals on the Property.
 
 Employees
 
 The
Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants during the time it is
evaluating the commercial viability of the mineral deposits on the
Property.
 
 **Item
2. Description of Property**
  GTDATA
does not own or lease any real property. An office is maintained for the Company
at the present time at 7045 Wild Wave Drive, Las Vegas, Nevada 89131. This
office is provided as an accommodation to the Company by the president of the
Company.
  **- 3
-**
 **Item
3. Legal Proceedings**
 
 The
Company is not a party to any legal proceedings material to the financial
condition of the Company.
 
 **Item
4. Submission of Matters to a Vote of Security Holders**
 
 There
were no matters submitted to a vote of the shareholders during the fiscal year
ended December 31, 2004.
 
 **Part
II**
 
 **Item
5. Market for Registrant’s Common Equity and Related Stockholders
Matters**
 
 **Market
Information**
 
 The
common shares of the Company are listed on the OTC Bulletin Board under the
symbol GTDN.OB. Following is the high and low sales prices for each quarter
beginning with the first calendar quarter of 2003. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.
 
 Fiscal
      2004
    Fiscal
      2003Common
      Stock
    High
    Low
    High
    LowFirst
      Quarter
    $0.17
    $0.09
    $0.15
    $0.02Second
      Quarter
    $0.51
    $0.08
    $0.35
    $0.07Third
      Quarter
    $0.12
    $0.08
    $0.35
    $0.15Fourth
      Quarter
    $0.40
    $0.07
    $0.35
    $0.09
 
 On April
12, 2004, the last trade of our common shares was $0.15. At April 15, 2004 there
were approximately 390 record holders of GTDATA’s common stock. The transfer
agent of our common stock is Standard Register and Transfer Co.
 
 **Dividends**
 
 GTDATA
has not previously declared or paid any dividends on its common stock and does
not anticipate declaring any dividends in the foreseeable future. There are no
restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
 
 (1)
    we
      would not be able to pay our debts as they become due in the usual course
      of business; or
 
 (2)  our total
assets would be less that the sum of our total liabilities.
 
 **- 4
-**
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 The
following table shows information with respect to each equity compensation plan
under which the Company's common stock is authorized for issuance as of the
fiscal year ended December 31, 2004.
 
 EQUITY
COMPENSATION PLAN INFORMATION
 ________________________________________________________________________
 plan
      category
    number
      of securities
      to
      be issued upon
      exercise
      of
      outstanding
      options,
      warrants
      and rights
    weighted
      average
      exercise
      price of
      outstanding
      options,
      warrants
      and rights(a)
    (b)equity
      compensation plans
      approved
      by security holders
    -0-
    -0-equity
      compensation plans not
      approved
      by security holders
    -0-
    -0-total
    -0-
    -0-
 
 
 **Item
6. Plan of Operations**
 
 Overview
 
 GTDATA is
a Nevada based corporation. During most of 2003, it conducted its business
operations through its then wholly-owned subsidiaries, TSLi and GTDATA Delaware.
(GTDATA Delaware is merely a legal entity; it has no assets or operations of any
nature). On November 17, 2003, GTDATA’s Board of Directors voted unanimously to
sign a General Assignment Agreement with The Hamer Group that effectively
resulted in the liquidation of TSLi. The decision by GTDATA’s Board of Directors
was based primarily on the significant deterioration of both TSLi’s customer
base and its financial condition. Also factoring into the board’s decision was
the fact that the Company received notice that TSLi’s revolving credit line
would not be renewed by its current lender when the agreement expired on
November 15, 2003. The impending loss of TSLi’s credit line, coupled with the
significant deterioration in TSLi’s customer base, rendered TSLi’s chances of
survival almost nonexistent. As a result, on November 17, 2003, the Board of
Directors of GTDATA voted unanimously to liquidate TSLi.
 
 The
liquidation of TSLi left GTDATA Corporation with no business operations of any
kind. The decision to liquidate TSLi provided the Company’s Board of Directors
with the opportunity to restructure GTDATA’s debts so that GTDATA could continue
as a going concern. However, there can be no assurances that GTDATA will be able
to continue as a going concern. This is especially true in light of the fact
that at fiscal year end, GTDATA had only $1,149 in assets as compared to
$242,737 in liabilities.
 
 On
January 22, 2005, we acquired a 100% interest in a copper, gold and platinum
mineral prospect (the “Property”). The Property consists of 20 claim units in
central British Columbia, Canada approximately 45 miles east of Williams Lake.
The Property is located in the central Quesnel Trough and adjoins the south
border of Imperial Metals’, Mount Polley copper/gold mine. Our business plan is
now to explore and develop the potential minerals on the Property. Currently,
GTDATA does not have any employees drawing a salary nor does it have any
products or services to offer for sale or to use to generate revenues.
 
 Liquidity,
Capital Resources, and Contingencies
 
 The
Company currently has a number of obligations that it is unable to meet without
generating revenues or raising additional capital. If the Company cannot
generate revenues or raise additional capital in the near future, the Company
will not be able to develop its business plan and may become insolvent and its
stock would become illiquid or worthless.
 
 The
Company expects to continue using stock to satisfy its liabilities as it
continues to cope with both its net losses and working capital shortfall. With
no current means to generate revenues, the Company must secure additional
funding if it is to continue as a going concern. The Company’s short-term plan
for the survival of its continuing operations is to minimize expenses and to
issue common stock to satisfy both its existing liabilities and any liabilities
incurred in the immediate future while it attempts to secure additional
financing. Without an immediate cash infusion, it is not likely that the Company
will be able to continue as a going concern.
 
 Forward-Looking
Statements:
 Many
statements made in this report are forward-looking statements that are not based
on historical facts. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by these forward-looking
statements. The forward-looking statements made in this report relate only to
events as of the date on which the statements are made.
 
 **- 5
-**
 **Item
7. Financial Statements**
  TABLE OF
CONTENTS
 
 
 Report of
Independent Registered Public Accounting Firm 1
 
 Financial
Statements
 
 Balance
Sheet 2
 
 Statements
of Operations 3
 
 Statement
of Stockholders' Deficit 4
 
 Statements
of Cash Flows 5
 
 Notes to
Financial Statements 6
 
 **- 6
-**
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 To the
Stockholders and Board of Directors
 GT Data
Corporation
 Las
Vegas, Nevada
 
 We have
audited the accompanying balance sheet of GT Data Corporation as of December 31,
2004 and 2003, and the related statements of operations, stockholders' defcit
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of GT Data Corporation as of December
31, 2004 and 2003, and the results of its operations and cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has suffered losses and current liabilities exceed
current assets, all of which raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regards to these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ De
Joya & Company
 De Joya
& Company
 Henderson,
Nevada
 April 12,
2005
 
 **- 7
-**
   
 ASSETS
    
    December
      31, 2004Current
      assetsCash
    
    $
    1,149Common
      stock receivable
    
    
    -Total
      current assets
    
    
    1,149Total
      assets
    
    $
    1,149LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilitiesAccounts
      payable and accrued liabilities
    
    $
    209,737Due
      to related parties
    
    
    33,000Total
      current liabilities
    
    
    242,737Total
      liabilities
    
    
    242,737Commitments
      and contingencies
    
    
    -Stockholders'
      deficitSeries
      A preferred stock, $0.001 par value; 1 shareauthorized,
      issued and outstanding
    
    
    -Series
      B preferred stock, $0.001 par value; 10,000,000authorized;
      and no shares issued or outstanding
    
    
    -Common
      stock, $0.001 par value; 250,00,000 sharesauthorized,
      1,852,390 shares issued and outstanding
    
    
    1,853Additional
      paid-in capital
    
    
    2,882,710Accumulated
      deficit
    
    
    (3,126,150
    )Total
      stockholders' deficit
    
    
    (241,587
    )Total
      liabilities and stockholders' deficit
    
    $
    1,149
 
 **- 8
-**
    
  December
      31, 2004
    
    December
      31, 2003Revenue
    
    $
    -
    
    $
    -Operating
      expensesEmployee
      compensation
    
    
    -
    
    
    95,048General
      and administrative
    
    
    83,282
    
    
    220,078Total
      operating expenses
    
    
    83,282
    
    
    315,126Operating
      loss from continuing operations
    
    
    (83,282
    )
    
    (315,126
    )Other
      income (expense):Other
      income
    
    
    -
    
    
    -Other
      expense
    
    
    -
    
    
    -Loss
      from disposition of TSLi
    
    
    -
    
    
    (41,179
    )Interest
      expense, net
    
    
    (332
    )
    
    (22,381
    )Total
      other income (expense)
    
    
    (332
    )
    
    (63,560
    )Loss
      from continuing operations before provision for income
    taxes
    
    
    (83,614
    )
    
    (378,686
    )Provision
      for income taxes
    
    
    -
    
    
    -Loss
      from continuing operations
    
    
    (83,614
    )
    
    (378,686
    )Income
      (loss) from discontinued operations, net of taxes
    
    
    -
    
    
    (77,994
    )Net
      loss
    
    $
    (83,614
    )
    $
    (456,680
    )Earnings
      (loss) per common share - basic and diluted:Loss
      from continuing operations
    
    $
    (0.06
    )
    $
    (1.09
    )Income
      (loss) from discontinued operations
    
    $
    -
    
    $
    (0.22
    )Net
      loss
    
    $
    (0.06
    )
    $
    (1.32
    )Weighted
      average common shares outstanding -Basic
      and diluted
    
    
    1,397,111
    
    
    346,954
   
 **- 9
-**
 TotalPreferred
      A
    
    Preferred
      B
    
    Common
      Stock
    
    Additional
    
    Accumulated
    
    Stockholders'Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-in
      Capital
    
    Deficit
    
    DeficitBalance,
      December 31, 2002
    
    
    -
    
    $
    -
    
    
    -
    
    $
    -
    
    
    343,621
    
    $
    344
    
    $
    2,109,127
    
    $
    (2,585,856
    )
    $
    (476,385
    )Shares
      issued in connection with
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    20,000
    
    
    20
    
    
    39,980
    
    
    -
    
    
    40,000exercise
      of stock optionsValue
      of stock options issued and
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    10,000
    
    
    10
    
    
    19,990
    
    
    -
    
    
    20,000exercisedNet
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (456,680
    )
    
    (456,680
    )Balance,
      December 31, 2003
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    373,621
    
    
    374
    
    
    2,169,097
    
    
    (3,042,536
    )
    
    (873,065
    )Re-pricing
      of stock options from$0.20
      to $0.10 resulting in theissuance
      of an additional400,000
      shares of common stock
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    40,000
    
    
    40
    
    
    39,960
    
    
    -
    
    
    40,000Shares
      issued to satisfy Companydebts
      to its President and a former officer
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    383,000
    
    
    383
    
    
    456,578
    
    
    -
    
    
    456,961Shares
      issued for private placementmemorandum
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    600
    
    
    44,400
    
    
    
    
    
    45,000Shares
      issued for consulting services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    350,000
    
    
    350
    
    
    25,900
    
    
    
    
    
    26,250Shares
      issued in satisfaction accountspayable
      to third parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105,769
    
    
    106
    
    
    146,775
    
    
    
    
    
    146,881Net
      loss
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (83,614
    )
    
    (83,614
    )Balance,
      December 31, 2004
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    1,852,390
    
    
    1,853
    
    
    2,882,710
    
    
    (3,126,150
    )
    
    (241,587
    )
 **- 10
-**
   
 December
      31, 2004
    
    December
      31, 2003CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
    
    $
    (83,614
    )
    $
    (456,680
    )Less:
      income (loss) from discontinued operations
    
    
    -
    
    
    (77,994
    )Loss
      from continuing operations
    
    
    (83,614
    )
    
    (378,686
    )Adjustments
      to reconcile loss from continuingoperations
      to net cash used in operating activities:Stock
      based expenses
    
    
    66,250
    
    
    -Changes
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
    
    
    (65,850
    )
    
    86,714Interest
      payable
    
    
    -
    
    
    18,274Net
      cash used in operating activities of continuing operations
    
    
    (83,214
    )
    
    (273,698
    )CASH
      FLOW FINANCING ACTIVITIESProceeds
      from issuance of common stock
    
    
    45,000
    
    
    60,000Proceeds
      from borrowings from related parties
    
    
    2,000
    
    
    20,000Proceeds
      from borrowings on notes payable
    
    
    33,000
    
    
    -Net
      cash provided by financing activities of continuing
    operations
    
    
    80,000
    
    
    80,000NET
      CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS
    
    
    (3,214
    )
    
    (193,698
    )NET
      CASH PROVIDED BY DISCONTINUED OPERATIONS
    
    
    -
    
    
    147,953NET
      CHANGE IN CASH
    
    
    (3,214
    )
    
    (45,745
    )CASH
      AT BEGINNING OF YEAR
    
    
    4,363
    
    
    50,108CASH
      AT END OF YEAR
    
    $
    1,149
    
    $
    4,363SUPPLEMENTAL
      INFORMATIONInterest
      Paid
    
    $
    -
    
    $
    -Income
      Taxes Paid
    
    $
    -
    
    $
    -Non-cash
      activities:Shares
      issued for settlement of debts to related parties
    
    $
    462,961
    
    $
    -Shares
      issued in settlement of lawsuit
    
    $
    6,000
    
    $
    -Shares
      issued in settlement of accounts payable
    
    $
    140,880
    
    $
    -
 **- 11
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
 NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
- GT Data Corporation (the "Company") was originally incorporated on April 14,
1998 according to the laws of Colorado. The Company was reincorporated according
to the laws of Delaware on February 17, 2000. On February 27, 2001, World
Internetworks, Inc. ("WINS") entered into an Agreement and Plan of
Reorganization and Merger (the "Plan of Merger") with GTD Acquisition, Inc.
("Newco") and GT Data Corporation ("GT Data"). On March 20, 2001, and pursuant
to a Certificate filed with the Nevada Secretary of State, the WINS effected a 1
for 2 reverse split of all the outstanding shares of its common stock, options
and warrants. Immediately following the reverse split WINS had 250,000,000
shares authorized and 355,206 shares issued and outstanding. Outstanding options
and warrants were 11,225 and 40,750 respectively, after the reverse split. On
March 22, 2001, the Plan of Merger became effective (the "Merger"). Under the
Merger, Newco merged with and into GT Data, with GT Data as the surviving
subsidiary of the Company. On December 3, 2001, the Company changed its name
from WINS to GT Data Corporation. Pursuant to the Plan of Merger, all of the
384,420 outstanding preferred B and common shares of GT Data were exchanged for
shares of WINS 1 for 1 on a post-split basis and 37,500 shares were issued to
Fairway Capital Partners, LLC, a finder, in connection with the transaction. All
of the outstanding shares of Newco were converted into shares of GT Data as the
surviving corporation, with WINS as the sole holder of those shares. The
transaction was regarded as a reverse merger whereby GT Data was considered to
be the accounting acquirer as it retained control of WINS after the Merger.
Pursuant to the Plan of Merger, certain shareholders of GT Data agreed to
surrender 358,297 shares of common stock prior to the consummation of the
Merger. Prior to the merger, the WINS had insignificant business activity. The
accounting for the acquisition is identical to that resulting from a reverse
acquisition, except goodwill or other intangible assets are not recorded.
Accordingly, these financial statements are the historical financial statements
of GT Data.
 
 Up until
November 2003, the Company was engaged in the sale, repair and support service
of in-warranty and out-of-warranty computer peripheral devices for a variety of
large and small brand name manufacturers through its wholly owned
 subsidiary,
Technical Services & Logistics Inc. ("TSLi"). On November 17, 2003, the
Company's Board of Directors voted unanimously to liquidate TSLi through a
General Assignment benefiting the creditors of TSLi. On November 26, 2003,
the
 Company
consummated a General Assignment Agreement ("the agreement") that assign all the
assets and liabilities of TSLi to the C.F. Boham Company, Inc., d.b.a. the Hamer
Group, of Los Angeles, California. The assignment is essentially a
 liquidation
of TSLi that was overseen by the Hamer Group, who acted as trustee of TSLi's
affairs during the liquidation process.
 
 Pursuant
to the terms of the agreement, GT DATA agreed to immediately assign all of
TSLi's assets and liabilities, and forward all books and records relating to
TSLi, to the Hamer Group. The assignment constitutes a grant deed to all
real
 property
owned by TSLi and effectively transfers title of TSLi's real property to the
Hamer Group. In addition, the agreement transfers legal title and possession of
all assets and liabilities of TSLi to the Hamer Group and also gave the Hamer
Group sole authority, and responsibility, to sell the assets of TSLi and
distribute any available funds to the creditors of TSLi. In effect, the
agreement gives total and complete control of TSLi to the Hamer Group to oversee
the liquidation process. The agreement also stated that the Hamer Group shall
pay itself, from the gross proceeds of sales, collections, operations, and any
and all other sources, a minimum of thirty thousand dollars ($30,000) plus
reasonable administrative expenses. The agreement also stated that the Hamer
Group is entitled to pay its agents, and any other professionals and individuals
employed on its behalf, for any and all services and expenses incurred during
the liquidation of TSLi. In addition, the Hamer Group is entitled to a 15% fee
on gross recoveries from collections on preferences or lawsuits and a reasonable
fee, including expenses, for the collection thereof. In the event that an
involuntary proceeding is filed, the Hamer Group may pay its counsel, or other
professionals, out of liquidated recoveries of TSLi's estate. Per the agreement,
all aforementioned amounts are to be determined at the sole, but reasonable,
discretion of the Hamer Group, and judgment shall include but not be limited to
monthly administrative charges. The Company has accounted for this assignment of
TSLi as discontinued operations in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 144, see Note 2 for additional discussion.
Accordingly, the Company has reflected all activities related to
 TSLi
operations as discontinued operations in the accompanying financial
statements.
 
 As a
result of the discontinued operations of TSLi activities, the Company's sole
activity as of December 31, 2004 and 2003 is maintaining its corporate
affairs.
  **- 12
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Going
concern - The Company incurred a net loss of approximately $84,000 and $457,000
for the years ended December 31, 2004 and 2003, respectively. The Company's
liabilities exceed its assets by approximately $242,000 as of December 31, 2004.
The Company's sole operations has been discontinued with no other source of
operating revenues. These factors create substantial doubt about the Company's
ability to continue as a going concern. The Company's management plans to
continue as a going concern revolves around its ability to develop and/or
acquire new business operations, as well as, raise necessary capital to maintain
the corporate affairs of the Company.
 
 The
ability of the Company to continue as a going concern is dependent on securing
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
 Use of
estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses during the periods presented. Actual results could differ from those
estimates.
 
 Principles
of consolidation - The consolidated financial statements include the accounts of
GT DATA Corporation, GT Data Delaware and Technical Services and Logistics, Inc.
(up through date of liquidation), wholly owned subsidiaries. All
 significant
intercompany accounts and transactions have been eliminated in
consolidation.
 
 Property
and equipment - Fixed assets are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 5 to 7 years. The
amounts of depreciation provided are sufficient to charge the cost of the
related assets to operations over their estimated useful lives. The cost of
repairs and maintenance is charged to expense as incurred. Expenditures for
property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable property, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in other
income.
 
 The
Company periodically evaluates whether events and circumstances have occurred
that may warrant revision of the estimated useful life of fixed assets or
whether the remaining balance of fixed assets should be evaluated for possible
impairment. The Company uses an estimate of the related undiscounted cash flows
over the remaining life of the fixed assets in measuring their
recoverability.
 
 Comprehensive
income - In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 130, "Reporting Comprehensive Income" was issued. SFAS No. 130
establishes standards for the reporting and display of comprehensive income and
its components in the financial statements. As of December 31, 2003 and 2002,
the Company has no items that represent comprehensive income and, therefore, has
not included a schedule of Comprehensive Income in the accompanying financial
statements.
 
 Income
taxes - The Company accounts for its income taxes in accordance with SFAS No.
109, which requires recognition of deferred tax assets and liabilities for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in operations in the period that includes the
enactment date.
 
 As of
December 31, 2004, the Company has available net operating loss carryovers of
approximately $3,142,000 that will expire in various periods through 2024. Such
losses may not be fully deductible due to the significant amounts of non-cash
service costs. The Company has established a valuation allowance for the full
tax benefit of the operating loss carryovers due to the uncertainty regarding
realization.
 
  **- 13
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Stock-based
compensation - The Company applies Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and Related Interpretations,
in accounting for stock options issued to employees. Under APB
 No. 25,
employee compensation cost is recognized when estimated fair value of the
underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model.
 
 At
December 31, 2004, the Company has two stock-based employee compensation plans,
which are described in Note 5. The Company accounts for those plans under the
recognition and measurement principles of APB 25 and related interpretation. No
compensation cost has been recognized for such compensation plans. Cash options
granted under these plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net loss and loss per common share as if the Company had applied
the fair value method of SFAS 123 to stock-based employee
compensation.
 
 2004   2003
 -------------  --------------
 Net
loss:
 As
reported               $ (83,614)  $  
(456,680)
 Deduct: Total stock-based
employee compensation
expense determined
under fair
 value-based
method for all
awards, net of related tax
effects       --   (281,261)
 --------------  --------------
 Proforma                $ (83,614) $   
(737,941)
 ==============
==============
 
 Loss per
common share:
 As
reported               $     (0.06) 
$       (0.11)
 ==============
==============
 Proforma               $    
(0.06) 
$      (0.21)
 ==============
==============
 
 Fair
value of financial instruments - The carrying amounts of net liabilities of
discontinued operations approximate fair value because of the short-term nature
of this instrument.
 
 Net
income (loss) per common share - The Company computes net income (loss) per
share in accordance with SFAS No. 128, Earnings per Share and SEC Staff
Accounting Bulletin ("SAB") No. 98. Under the provisions of SFAS No. 128
and
 SAB No.
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents, however, potential common
shares are excluded if their effect is antidilutive.
 
 New
accounting pronouncements - In December 2003, the FASB issued
SFAS No. 132 (revised 2003), *Employers’
Disclosures about Pensions and Other Postretirement Benefits.* SFAS No. 132
(revised 2003) revises employers’ disclosures about pension plans and other
postretirement benefit plans. The statement does not change the measurement or
recognition of those plans required by SFAS No. 87, *Employers’
Accounting for Pensions,* SFAS No. 88, *Employers’
Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits,* and
SFAS No. 106, *Employers’
Accounting for Postretirement Benefits Other Than Pensions.* The
revised statement retains the disclosure requirements contained in the original
SFAS No. 132 and requires additional disclosures about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans.
  **- 14
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 New
accounting pronouncements - (continued)
 
 The
revised statement is effective for fiscal years ending after December 15,
2003. The adoption of SFAS No. 132 (revised) did not affect our financial
condition or results of operations.
 
 In
December 2004, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 123R “Share Based Payment.” This statement is a revision to
SFAS 123 and supersedes Accounting Principles Board (APB) Opinion
No. 25, “Accounting for Stock Issued to Employees,” and amends FASB
Statement No. 95, “Statement of Cash Flows.” This statement requires a
public entity to expense the cost of employee services received in exchange for
an award of equity instruments. This statement also provides guidance on valuing
and expensing these awards, as well as disclosure requirements of these equity
arrangements. This statement is effective for the first interim reporting period
that begins after June 15, 2005.
  SFAS 123R permits public companies to choose between the following two
adoption methods:
 1. A “modified prospective” method in which compensation cost is
      recognized beginning with the effective date (a) based on the
      requirements of SFAS 123R for all share-based payments granted after
      the effective date and (b) based on the requirements of
      Statement 123 for all awards granted to employees prior to the
      effective date of SFAS 123R that remain unvested on the effective
      date, or2. A “modified retrospective” method which includes the requirements
      of the modified prospective method described above, but also permits
      entities to restate based on the amounts previously recognized under
      SFAS 123 for purposes of pro forma disclosures either (a) all
      prior periods presented or (b) prior interim periods of the year of
      adoption.
  As
permitted by SFAS 123, we currently account for share-based payments to
employees using APB Opinion 25’s intrinsic value method and, as such, we
generally recognize no compensation cost for employee stock options. The impact
of the adoption of SFAS 123R cannot be predicted at this time because it
will be depend on levels of share-based payments granted in the future. However,
valuation of employee stock options under SFAS 123R is similar to
SFAS 123, with minor exceptions. For information about what our reported
results of operations and earnings per share would have been had we adopted
SFAS 123, please see the discussion under the heading “Stock Based
Compensation” in Note 1 to our Consolidated Financial Statements.
Accordingly, the adoption of SFAS 123R’s fair value method will have a
significant impact on our results of operations, although it will have no impact
on our overall financial position. Due to timing of the release of
SFAS 123R, we have not yet completed the analysis of the ultimate impact
that this new pronouncement will have on the results of operations, nor the
method of adoption for this new standard.
 
 Reclassification
- The financial statements for 2004 reflect certain reclassifications, which
have nominal effect on net income, to conform to classifications in the current
year.
 
 NOTE 2 -
DISCONTINUED OPERATIONS
 
 As
discussed in Note 1, TSLi was assigned to the Hamer Group for the benefit of
TSLi's creditors. As a result of the foregoing factors, the Company discontinued
its only operating activities in November 2003. The Company has accounted for
this discontinuance as discontinued operations in accordance with SFAS No. 144.
Accordingly, the Company has reflected all activities related to TSLi as
discontinued operations in the accompanying financial statements.
 
 The
following is a summary of activities from discontinued operations for the year
ended December 31, 2003:
 
 2003
 Revenues.
.. . . . . . . . . . . . . . . . . . . ...........  $ 1,902,156
 Expenses.
.. . . . . . . . . . . . . . . . . . . . ..........  1,980,150
 Income
(loss) before provision for income taxes  (77,994)
 Provision
for income taxes. . . . . . . . . . . . .  --
 Income
(loss) from discontinued operations. . .  $ (77,994)
 ==========
 
 NOTE 3 -
RELATED PARTY TRANSACTIONS-
 
 Due to
Related Parties - Due to related parties at December 31, 2004 totaling $33,000
consist of working capital advances from two of the Company's stockholders. The
advances are non-interest bearing, unsecured and due on demand.
 
 The
President and a former officer of the Company accepted shares of 383,000 shares
in lieu of the outstanding debt totaling $456,961 during 2004.
 
 NOTE 4 -
INCOME TAXES
 
 The
Company did not record any current or deferred income tax provision or benefit
for any of the periods presented due to continuing net losses and nominal
differences.
 
 The
Company has provided a full valuation allowance on the deferred tax asset,
consisting primarily of net operating losses, because of uncertainty regarding
its realizability.
 
 As of
December 31, 2004, the Company had a net operating loss carry forward of
approximately $3,142,000 for federal income tax purposes to offset future
taxable income, if any. Utilization of the net operating loss carry forward,
which will expire in various periods through 2024, may be subject to certain
limitations under Section 382 of the Internal Revenue Code of 1986, as amended,
and other limitations under state and foreign tax laws. To the extent that net
operating losses of approximately $3,142,000, when realized, relate to stock
options and warrants, the resulting benefits will be credited to stockholders'
equity.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. As of December 31, 2004, significant
components of the Company's deferred tax assets are approximately as
follows:
 
 Net
operating loss  $ (3,142,000)
 Stock
based compensation  1,171,865
 -----------------
 Total
deferred tax assets  1,970,135
 Valuation
allowance for deferred tax assets  (1,970,135)
 -----------------
 
 Net
deferred tax assets  $ --
 ==========
 
 NOTE 5 -
STOCKHOLDERS' EQUITY
 
 Preferred
Stock - The Company's articles of incorporation authorize up to 27,000,000
shares of $0.001 par value preferred stock. Shares of preferred stock may be
issued in one or more classes or series at such time as the Board
of
 Directors
determine. During fiscal 2000, the Board of Directors designated 1 share of
Series A preferred stock ("Preferred A"). Each share of Preferred A is
convertible into common stock at a rate of $10.00 per share, subject to future
adjustments, as defined. As of December 31, 2004, the Company has 1 share of
Preferred A issued and outstanding.
 
 During
fiscal 2000, the Board of Directors had designated 10,000,000 shares of Series B
7% convertible preferred stock ("Preferred B"). Each Preferred B share has a
liquidation preference of $10.00 per share plus accrued dividends and
is
 convertible
at anytime into such number of fully paid and non-assessable shares of common
stock as is determined by dividing $10.00 plus the amount of any accrued and
unpaid dividends by the conversion price of $10.00 at the time of conversion,
subject to future adjustments, as defined. The Preferred B shares are
automatically converted in the event of an effective registration statement
filing or and affirmative vote of the preferred holders voting as a separate
class. As of December 31, 2003, no shares of Preferred B were issued or
outstanding.
 
 Common
Stock - During 2004, the Company approved a 1-for-10 reverse stock split on its
common stock. Accordingly, the accompanying financial statements have been
retroactively adjusted as if the reverse stock split had occurred at the
Company’s inception.
 
 During
2004, the Company issued 20,000 shares of its common stock to its President as a
result of options that were exercised. The options were granted as a result of
options previously granted and exercised in 2003 with an exercise price of
$0.20. The Company had elected to re-price those previously granted and
exercised options from $0.20 to $0.10 which resulted in the additional issuance
of options for 20,000 shares of common stock. The re-pricing and additional
issuance of such options has resulted in an expense to Company of approximately
$20,000 which has been reflected in 2004.
 
 During
2004, the Company issued 20,000 shares of its common stock to a stockholder as a
result of options that were exercised. The options were granted as a result of
options previously granted and exercised in 2003 with an exercise price of
$0.20. The Company had elected to re-price those previously granted and
exercised options from $0.20 to $0.10 which resulted in the additional issuance
of options for 20,000 shares of common stock. The re-pricing and additional
issuance of such options has resulted in an expense to Company of approximately
$20,000 which has been reflected in 2004.
 
 During
2004, the Company issued 383,000 shares of its common stock to its President and
a former officer/founder in satisfaction of amount due to them approximating
$457,000.
 
 Through a
private placement, the Company sold 6,00,000 shares of its common stock at an
exercise price of $0.075 per share or a total of $45,000. Included with the
placement, the Company issued 350,000 shares valued at $26,250 for consulting
services which had been expensed in 2004.
 
 During
2004, the Company issued 105,769 shares in satisfaction of $146,881 in accounts
payable.
 
 
  **- 15
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
  NOTE 5 -
STOCKHOLDERS' EQUITY - (continued)
 
 Stock
Options - In February 2000, the Company's Board of Directors and majority
shareholders approved and adopted the GT Data Corporation 2000 Stock Option Plan
("the 2000 plan"). As amended, a total of 333,333 shares of common stock are
reserved for issuance under the 2000 plan. The exercise price for each option
shall be equal to 100% to 110% of the fair market value of the common stock on
the date of grant, as defined. The 2000 plan shall terminate ten years after
its
 adoption
by the Board of Directors and may be terminated by the Board of Directors on any
earlier date, as defined.
 
 In March
2001, the Company's Board of Directors and majority shareholders approved and
adopted the GT Data Corporation 2001 Stock Option Plan ("the 2001 plan"). A
total of 4,500,000 shares of common stock are reserved for issuance under the
2001 plan. The exercise price for each option shall be no less than 100% to 110%
of the fair market value of the common stock on the date of grant, as defined.
The 2001 plan shall terminate ten years after its adoption by the
 Board of
Directors and may be terminated by the Board of Directors on any earlier date,
as defined.
 
 During
the year ended December 31, 2003, the Company issued options for 190,285 shares
of common stock pursuant to the 2001 plan at an exercise prices ranging from
$2.00 to $4.00.
 
 The
following is a status of the stock options outstanding at December 31, 2004 and
2003 and the changes during the two years then ended:
 
 Year
      Ended December 31,2004
    
    2003Weighted
    
    WeightedAverage
    
    AverageOptions
    
    Price
    
    Options
    
    PriceOutstanding,
      beginning of year
    
    
    65,000
    
    
    4.00
    
    
    17,267
    
    
    37.10Granted
    
    
    --
    
    
    --
    
    
    190,285
    
    
    3.70Exercised
    
    
    --
    
    
    --
    
    
    (30,000
    )
    
    2.00Cancelled/Forfeited
    
    
    --
    
    
    --
    
    
    (112,552
    )
    
    9.00Outstanding,
      end of year
    
    
    65,000
    
    $
    4.00
    
    
    65,000
    
    $
    4.00Exercisable,
      end of year
    
    
    65,000
    
    
    4.00
    
    
    65,000
    
    
    4.00Weighted
      average fairvalue
      of options granted
    
    
    
    
    $
    1.50
    
    
    
    
    $
    1.50
 65,000 of
the outstanding options at December 31, 2004 have exercise prices $4.00 per
share average remaining contractual life of 8 years. All 65,000 of these options
were exercisable during 2004.
 
  **- 16
-**
 GTDATA
CORPORATION
 NOTES TO
FINANCIAL STATEMENTS
 DECEMBER
31, 2004
  NOTE 5 -
STOCKHOLDERS' EQUITY - (continued)
 
 Stock
Options (continued)
 
 Had
compensation costs for the Company's 2003 options granted to employees been
determined under SFAS 123, the minimum value of each option would have been
estimated using the Black-Scholes option pricing model on the date of grant
using the following assumptions: (i) no dividend yield, (ii) average volatility
ranging from 366% to 470%, (iii) weighted average risk free interest rate of
approximately 4% and (iv) average expected useful life of 3 years.
 
 During
2004, the re-priced options for 400,000 shares of common stock which were issued
during 2003 from $0.20 to $0.10 (pre-reverse stock split) per share. As a result
of this re-pricing, the Company issued the 400,000 shares to two individuals:
(1) the President of the Company; and (2) shareholder of the Company. The
Company recorded a $40,000 expense related to this re-pricing and subsequent
issuance of common stock.
 
 Warrants
- From time to time, the Company issues warrants pursuant to various consulting
agreements. There were no warrants granted during fiscal years ended 2004 and
2003.
 
 The
following represents a summary of warrants outstanding for the years ended
December 31, 2004 and 2003:
 
 Year
      Ended December 31,2004
    
    2003Weighted
    
    WeightedAverage
    
    AverageWarrants
    
    Price
    
    Warrants
    
    PriceOutstanding,
      beginning of year
    
    
    2,000
    
    
    50.00
    
    
    2,000
    
    
    50.00Granted
    
    
    --
    
    
    --
    
    
    --
    
    
    --Exercised
    
    
    --
    
    
    --
    
    
    --
    
    
    --Cancelled/Forfeited
    
    
    --
    
    
    --
    
    
    --
    
    
    --Outstanding,
      end of year
    
    
    2,000
    
    $
    50.00
    
    
    2,000
    
    $
    50.00Exercisable,
      end of year
    
    
    2,000
    
    
    50.00
    
    
    2,000
    
    
    50.00
 All of
the warrants outstanding at December 31, 2003 have an exercise price of $50.00
per share and a weighted average remaining contractual life of 1.5 years. All of
the warrants are exercisable at December 31, 2004.
 
 NOTE 6 -
SUBSEQUENT EVENTS
 
 On
January 19, 2005, the Company entered into an Assignment and Assumption
Agreement (“Agreement”) with a Company that holds and Option Purchase Agreement
(“Contract”) for purchase and sale of property in British Columbia, Canada.
 In
consideration for the Agreement, the Company issued 9,858,434 shares of common
stock valued at $80,000.00.
 **- 17
-**
 
 **Item
8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure**
 
 By letter
dated January 12, 2004, Squar, Milner, Reehl & Williamson, LLP of Newport
Beach, California (“Squar Milner”), informed the Registrant that Squar Milner
had resigned as the accountant for the Registant. Squar Milner had been serving
as the independent accountant for the Registrant engaged as the principal
accountant to audit the Registrant’s financial statements. The report of Squar
Milner dated February 20, 2003, with respect to its audit of the consolidated
balance sheet of the Registrant as of December 31, 2002, and the related
consolidated statements of operations, stockholders’ deficit and cash flows for
each of the years in the two-year period then ended, stated that certain factors
listed in the report raised substantial doubt about the Registrant’s ability to
continue as a going concern. Otherwise, no report of Squar Milner with respect
to any financial statement of the Registrant contained an adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles. Furthermore, during the Registrant’s two most
recent fiscal years and, without limitation, the interim period from December
31, 2002, the date of the last audited financial statements, to January 12,
2004, the date of resignation, Squar Milner and the Registrant have not had any
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
 
 During
the Registrant’s two most recent fiscal years and, without limitation, the
interim period from December 31, 2002, the date of the last audited financial
statements, to January 12, 2004, the date of resignation, Squar Milner has
not:
 ·
    Advised
      the Registrant that the internal controls necessary for the Registrant to
      develop reliable financial statements do not
exist;
 ·
    Advised
      the Registrant that information has come to Squar Milner’s attention that
      has led it to no longer be able to rely on management’s representations,
      or that has made it unwilling to be associated with the financial
      statements prepared by management;
 ·
    Advised
      the Registrant of the need to expand significantly the scope of its audit,
      or that information has come to Squar Milner’s attention during the time
      period to which this paragraph applies, that if further investigated may;
      (i) materially impact the fairness or reliability of either: a previously
      issued audit report or the underlying financial statements; or the
      financial statements issued or to be issued covering the fiscal period(s)
      subsequent to the date of the most recent financial statements covered by
      an audit report (including information that may prevent it from rendering
      an unqualified audit report on those financial statements, or (ii) cause
      Squar Milner to be unwilling to rely on management’s representations or be
      associated with the Registrant’s financial statements; and due to Squar
      Milner’s resignation (due to audit scope limitations or otherwise) or for
      any other reason, expanded the scope of Squar Milner’s audit or conduct
      such further investigation; or
 ·
    Advised
      the Registrant that information has come to Squar Milner’s attention that
      it has concluded materially immaterially impacts the fairness or
      reliability of either (i) a previously issued audit report or the
      underlying financial statements, or (ii) the financial statements issued
      or to be issued convering the fiscal period(s) subsequent to the date of
      the most recent financial statements covered by an audit report (including
      information that, unless resolved to Squar Milner’s satisfaction, would
      prevent it from rendering an unqualified audit report on those financial
      statements); and due to Squar Milner’s resignation or for any other
      reason, the issue has not been resolved to Squar Milner’s satisfaction
      prior to its resignation.
 
 On March
5, 2004, the Registrant engaged De Joya & Company of Las Vegas, Nevada, as
its new independent accountant for the Registrant to audit the Registrant’s
financial statements beginning with the fiscal year ending December 31, 2003.
During the Registrant’s two most recent fiscal years and any subsequent interim
periods prior to engaging the new accountant, neither the Registrant nor any one
on the Registrant’s behalf consulted with the new accountant on any matters
specified in Item 304 (a) (2) of Regulation S-B.
 
 **Item
8A: Controls and Procedures**
 
  As
required by Rule 13a-15 under the Exchange Act, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2004, being the date of our fiscal year end
covered by this Annual Report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective in timely alerting management to material information relating to
us required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.
   Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
   During
our fiscal year ended December 31, 2004, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to affect, our internal control over financial reporting.
   The term
“internal control over financial reporting” is defined as a process designed by,
or under the supervision of, the registrant's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
registrant's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
  (1)
    Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      registrant;(2)
    Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the
      registrant are being made only in accordance with authorizations of
      management and directors of the registrant; and(3)
    Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the registrant's assets
      that could have a material effect on the financial
    statements.
 
 **- 18
-**
 **PART
III**
 
 **Item
9. Directors and Executive Officers of the Registrant**
 
 The
following table sets forth the names, ages, and positions with the Company for
each of the directors and officers of the Company.
  
 NameAgePosition
(1)Since
 
 
 Robert
Genesi    67   President,
CEO, CFO   Mar,
2001
 Secretary,
Treasurer
 Director
 
 (1) All
executive officers are elected by the Board and hold office until the next
Annual Meeting of shareholders and until their successors are elected
and agree to serve.
 
 **Robert
Genesi**
 
 Mr.
Genesi has extensive experience with start-up companies and turnaround
situations in the technology sector, including the storage industry sector. He
has in excess of 25 years of operating experience in senior and corporate level
positions with a variety of major technology firms. Prior to co-founding GTData
Corporation, Mr. Genesi was President and CEO of IData Corporation, a company
that develops linear storage products. Mr. Genesi was President and COO or
Read-Rite Corporation from 1987 to 1993, President and CEO of Rexon Corporation
from 1994 to 1996, and President and CEO of DAS Devices from 1997 to 1998. He
has been involved in many different areas during his career, including
production, finance, marketing, and human resources. Mr. Genesi is an engineer
by training.
 
 **Section
16(A) Beneficial Ownership Reporting Compliance**
 
 The
Company does not have affiliated persons required to file reports under Section
16(a) of the Exchange Act.
 
 **Item
10. Executive Compensation**
 
 The
following table sets forth certain information as to our CEO.
 
 **Annual
Compensation Table**
 
 Annual
      Compensation
    Long
      Term CompensationName
    Title
    Fiscal
      Year
    Salary
    Bonus
    Other
      AnnualCompensation
    Restricted
      StockAwarded
    Options/SARs (#)
    LTIPpayouts ($)
    All
      OtherCompensationRobert
      Genesi
    CEO
      CFO
      Director
    2004
      2003
      2002
    $
      $105,000
      $130,000
    0
      0
      0
    $
      (1)
      $12,000
      (1)
      $60,437
      (1)
    0
      0
      0
    0
      0
      0
    0
      0
      0
    0
      0
      0
 
 (1)
Includes housing and car allowance.
 
 **- 19
-**
 **Item
11. Security Ownership of Certain Beneficial Owners and
Management**
 
 The
following table provides the beneficial ownership of our common stock by each
person known by us to beneficially own more than 5% of our common stock
outstanding as of April 15, 2005 and by the officers and directors of the
Company individually and as a group.
 
 
 Common   Percent
of
 Name and
Address     Shares    Class
 _____________________________________________________________________________________________________________________________________________________________________________________
 
 Robert
Genesi     222,000   1.9%
 7045 Wild
Wave Drive
 Las
Vegas, Nevada 89131
 
 Frontier
Explorations Corp    9,858,434   84.2%
 
 All
Executive officers and
 Directors
as a Group (1 person)  222,000   1.9%
 
 **Item
12. Certain Relationships and Related Transactions**
 
 The
President and another former officer of the Company accepted 383,000 shares in
lieu of outstanding debt totaling $456,961 during 2004.
 
 **PART
IV**
 
 **Item
13. Exhibits and Reports on Form 8-K**
 
 (a)
Reports on Form 8-K
 
 The
Company filed no current reports on Form 8-K during the fiscal quarter ended
December 31, 2004.
 
 (b)
Exhibits
 
 16.1  Letter re
change in certifying accountant (1)
 31.1
    Certification
      of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and
      15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of
      2002.
 32.1
    Certification
      of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to
      section 906 of the Sarbanes-Oxley act of 2002.
 
 (1)
    Previously
      filed as an exhibit to Form 8-K on March 9,
2004.
 
 
 **Item
14. Principal Accountant Fees and Services**
 
 **Audit
Fees**
 
 The
aggregate fees billed by our auditors for professional services rendered in
connection with the audit of our annual financial statements for the fiscal year
ended December 31, 2003 was $10,500.00. The aggregate fees billed by our
auditors for professional services rendered in connection with the audit of our
annual financial statements for the fiscal year ended December 31, 2004 was
$10,000.
 
 **- 20
-**
 **Audit-Related
Fees**
 
 Our
auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.
 
 **Tax
Fees**
 
 The
aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2003 and 2004.
 
 **All
Other Fees**
 
 The
aggregate fees billed by our auditors for all other non-audit services, such as
attending meetings and other miscellaneous financial consulting, for the fiscal
years ended December 31, 2003 and 2004 were $0 and $0 respectively.
 
 **SIGNATURES**
 
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 **GTDATA
CORPORATION**
 
 /s/
Robert Genesi ****
 By:  ___________________________________
 Robert
Genesi, CEO
 Date:  April 15,
2005
 
 
 In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
 
 
 /s/
Robert Genesi
 By:   ___________________________________
 Robert
Genesi
 Principal
Executive Officer
 Principal
Financial Officer
 Principal
Accounting Officer
 Director
 Date:  April 15,
2005
 - 21 -