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

AMENDMENT NO. 1 TOFORM 10-K

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

For the fiscal year ended December 26, 2004

OR

 ̈  TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________
  .

Commission file number: 001-12134

ELEPHANT & CASTLE GROUP INC.
  (Exact name of registrant as specified in its charter)

|British Columbia, Canada                                             | Not Applicable                      
|-------------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation
      or organization) | (I.R.S. Employer Identification No.)

1190 Hornby Street
  Vancouver, British ColumbiaCanada V6Z 2K5 
  (Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (604)
  684-6451

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

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

Common Shares, no par value
  (Title of Class)

Indicate by check mark whether the registrant (1) has filed
  all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports), and (2) has been subject
  to filing requirements for the past 90 days. 
  Yes  x   No
   ̈

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment
  to this Form 10-K.  ̈

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Indicate by check mark whether the registrant is an accelerated
  filer (as defined in Rule 12b-2 of the Act). 
  Yes  ̈  No x

The aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the average bid and asked
  price on the Over-The-Counter Bulletin Board of such common equity as of the
  last business day of the registrant’s most recently completed second fiscal
  quarter, which was June 27, 2004: $1,281,466.

Number of the registrant’s common shares outstanding
  as of April 5, 2005: 5,759,899

2

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EXPLANATORY NOTE TO AMENDMENT NO. 1

This
  Amendment No. 1 to the Company’s annual report on Form 10-K for the year
  ended December 26, 2004 has been filed to provide the information required by
  Items 9A and 9B of Part II and Items 10, 11, 12, 13 and 14 of Part III that
  was omitted in the initial filing of such report.

Unless
  otherwise indicated, all dollar amounts are express in United States dollars.

PART II

ITEM 9A.                      CONTROLS
  AND PROCEDURES

Under
  the supervision and with the participation of the Company’s management,
  including the Company’s Chief Executive Officer and Vice President, Finance
  and Chief Financial Officer, the Company evaluated the effectiveness of the
  design and operation of its disclosure controls and procedures (as defined in
  Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this
  report (the “Evaluation Date”). Based upon that evaluation, the
  Chief Executive Officer and Vice President, Finance and Chief Financial Officer
  concluded that, as of the Evaluation Date, the Company’s disclosure controls
  and procedures were effective in timely alerting them to the material information
  relating to the Company (or its consolidated subsidiaries) required to be included
  in the Company’s periodic reports filed with the Securities and Exchange
  Commission (the “SEC”).

During
  the quarter ended December 26, 2004, there was no significant change in the
  Company’s internal control over financial reporting that has materially
  affected, or is reasonably likely to materially affect, the Company’s
  internal control over financial reporting.

The
  Company’s management, including the Chief Executive Officer and Vice President,
  Finance and Chief Financial Officer, does not expect that the Company’s
  disclosure controls and procedures or internal control over financial reporting
  will prevent all errors and all fraud. A control system, no matter how well
  conceived and operated, can provide only reasonable, not absolute, assurance
  that the objectives of the control system are met. Further, the design of a
  control system must reflect the fact that there are resource constraints, and
  the benefits of controls must be considered relative to their costs. Because
  of the inherent limitations in all control systems, no evaluation of controls
  can provide absolute assurance that all control issues and instances of fraud,
  if any, within the Company have been detected. These inherent limitations include
  the realities that judgments in decision-making can be faulty, and that breakdowns
  can occur because of simple error or mistake. Additionally, controls can be
  circumvented by the individual acts of some persons, by collusion of two or
  more people, or by management override of the control. The design of any system
  of controls also is based in part upon certain assumptions about the likelihood
  of future events, and there can be no assurance that any design will succeed
  in achieving its stated goals under all potential future conditions; over time,
  control may become inadequate because of changes in conditions, or the degree
  of compliance with the policies or procedures may deteriorate. Because of the
  inherent limitations in a cost-effective control system, misstatements due to
  error or fraud may occur and not be detected.

ITEM 9B.                      OTHER
  INFORMATION

None.

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PART III

ITEM 10.                      DIRECTORS
  AND EXECUTIVE OFFICERS OF THE REGISTRANT

The
  directors of the Company are elected at each annual general meeting of the Company’s
  shareholders and hold office until the close of the next annual general meeting
  or until their successors are duly elected or appointed. The Company’s
  board of directors (the “Board”) currently has two committees, the
  Audit Committee and the Compensation Committee. Officers of the Company serve
  at the discretion of the Board. The table below provides the names, ages and
  positions with the Company of its executive officers and directors as of December
  26, 2004.

Executive Officers and Directors

|Name                    | Age | Position                                                    
|----------------------- | --- | ------------------------------------------------------------
|Richard H. Bryant       | 51  | Chairman of the Board, Chief Executive Officer and President
|Peter Laurie            | 44  | Chief Operating Officer                                     
|Roger Sexton            | 43  | Vice President, Finance and Chief Financial Officer         
|Jeffrey M. Barnett(1)   | 66  | Director                                                    
|Thomas Chambers(1)      | 60  | Director                                                    
|Richard M. Kelleher(2)  | 55  | Director                                                    
|George W. Pitman(2)     | 63  | Director                                                    
|Colin Stacey(2)         | 65  | Director                                                    
|David Wiederecht(1)     | 48  | Director                                                    
|Christopher Anderson(3) | 53  | Director                                                    

|(1) | Member of Audit Committee                                           
|--- | --------------------------------------------------------------------
|(2) | Member of Compensation Committee                                    
|(3) | Mr. Anderson was formally appointed to the Board on January 27, 2005

Richard Bryant, Chairman of the Board, Chief Executive Officer and President

Mr.
  Bryant was appointed Chief Executive Officer and President of the Company in
  October 1999, having previously served as Chief Financial Officer since November
  1997. Prior to that, Mr. Bryant served as Chief Financial Officer of Keg Restaurants
  Limited, a subsidiary of Whitbread PLC (“Keg Restaurants”). Mr.
  Bryant is entitled pursuant to an inter-shareholder agreement among the Company,
  GE Investment Private Placement Partners II (“GEIPPP”), Crown Life
  Insurance Company (“Crown”), Mr. Bryant, Mr. Laurie and Mr. Sexton
  dated December 17, 2005 (the “Inter-Shareholder Agreement”) to serve
  or to nominate someone to serve on the Board, provided that he continues to
  be the Chief Executive Officer and President of the Company.

Peter Laurie, Chief Operating Officer

Mr.
  Laurie was appointed to the position of Chief Operating Officer in September
  2002. As Chief Operating Officer, Mr. Laurie is responsible for the operational
  performance of the restaurant system. Mr. Laurie has extensive experience in
  the hospitality business as both and operator and owner. Mr. Laurie established
  his track record in Australia, transferring The Keg Restaurant concept to the
  country and overseeing all aspects a 16 unit chain operation. In 1997, Mr. Laurie
  acquired an operating partnership in Farside Hospitality Group Ltd. DBA Cactus
  Club Café.

Roger Sexton, Vice President, Finance and Chief Financial Officer

Mr.
  Sexton joined the company in November 2002 as Chief Financial Officer. Mr. Sexton
  has extensive retail experience having held various senior financial positions
  at retail companies in the UK. From 2000 to 2002, Mr Sexton was Controller at
  Houwelings Nurseries Ltd and from 1996 to 1999 was employed by Regus Business
  Centres PLC as UK Finance Director/Group Financial Controller.

4

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Christopher Anderson, Director

Mr.
  Anderson has been a partner of Crown Capital Partners ("Crown Capital"),
  an affiliate of Crown, since July 2002. Prior to that, Mr. Anderson served as
  Vice President of Equities and Bonds of Crown Capital from September 1998 to
  June 2002. From September 1996 to August 1998, Mr. Anderson was President of
  Crown Investment Management Inc., a subsidiary of Crown. Prior to joining Crown
  in 1980, Mr. Anderson worked with the Government of Canada, Department of Finance
  (Tax Policy) and the Anti-Inflation Board. Mr. Anderson serves as a director
  of the Company as the nominee of Crown, which concluded a CDN $5 million
  financing with the Company on December 17, 2004. Crown is entitled pursuant
  to the Inter-Shareholder Agreement to nominate one director to the Board provided
  that Crown holds at least 10% of the Company’s common shares (calculated
  on an undiluted basis but assuming certain warrants have been exercised) (the
  “Common Shares”).

Jeffrey Barnett, Director

Mr.
  Barnett co-founded the predecessor of the Company in 1977 with his twin brother,
  Peter J. Barnett, and their long-time business colleague, Mr. George W. Pitman.
  Mr. J. Barnett served as Chief Executive Officer of the Company until March
  1998, and Chairman of the Board until July 1999. Currently, Mr. Barnett is Chief
  Executive Officer of Tickers Watch and Clock Company Inc.

Thomas Chambers, Director

Mr.
  Chambers, F.C.A., has been President of Senior Partners Services since 2002,
  prior to which he was a Partner of PricewaterhouseCoopers LLP for 26 years.
  Mr. Chambers, F.C.A. serves on the boards of Terasen Inc., Norske Skog Canada
  Limited (Chair of the Audit Committee), Mill and Timber Group, the B.C. Cancer
  Foundation and the Victoria Order of Nurses.

Richard M. Kelleher, Director

Mr.
  Kelleher has been the principal of Pyramid Advisors LLC of Boston, Massachusetts,
  a hotel management company and advisory firm serving clients in all areas of
  the hospitality industry, since 1999. Prior to that, Mr. Kelleher served as
  President and Chief Operating Officer of Promus Hotel Corporation, the successor
  corporation to Doubletree and Guest Quarters, which was partially owned by General
  Electric Company.

George W. Pitman, Director

Mr.
  Pitman co-founded the predecessor of the Company in 1977, and since then has
  been involved in the design, development and construction of Elephant &
  Castle restaurants. Previously Mr. Pitman developed restaurants in Canada, the
  United States and Japan. Currently Mr. Pitman consults through his company,
  G. Pitman Design, for the Elephant and Castle Group of Companies as well as
  other Canadian and U.S. clients. He has been actively involved with various
  charities over the past 35 years, particularly Variety - The Children’s
  Charity, where he holds the position of International Vice President.

Colin Stacey, Director

Mr.
  Stacey has been a restaurant consultant since January 2003. Mr. Stacey served
  as Vice President and Chief Operating Company from August 1997 to December 2002.
  Prior to that, Mr. Stacey was President and Chief Executive Officer of Keg Restaurants.

David Wiederecht, Director

Mr.
  Wiederecht is Vice President – Alternative Investments for GE Asset Management
  Incorporated (“GEAM”), where he co-heads the absolute return strategy
  team. Mr. Wiederecht has held such position since 1988. Mr. Wiederecht also
  has portfolio management responsibilities for various

5

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private equity and real estate investment strategies. Prior to joining GEAM
  in 1988, Mr. Wiederecht held several positions throughout the General Electric
  Company. Companies in which he serves as a director include Navigant International,
  Edmunds.com, Navigant International, Inc. and Nextec. Mr. Wiederecht holds a
  BA in Economics from St. Lawrence University. Mr. Wiederecht serves as a director
  of the Company as the nominee of GEIPPP, the majority shareholder of the Company.
  GEIPPP is entitled pursuant to the Inter-Shareholder Agreement to nominate two
  directors to the Board, provided that GEIPPP holds at least 20% of the Common
  Shares (calculated on a fully diluted basis) or one director provided that GEIPPP
  holds at least 10% of the Common Shares (calculated on a fully diluted basis).

Audit Committee and Audit Committee Financial Expert

Current
  officers and managers of the Company and their immediate families are not eligible
  to serve on the Audit Committee. The Audit Committee is currently comprised
  of Mr. Barnett, Mr. Chambers, and Mr. Wiederecht. The Board has determined that
  Mr. Thomas Chambers, who is an “independent” director, (as that
  term is used in Item 7(d)(3)(iv) of Schedule 14A under Securities Exchange Act
  of 1934, as amended (the “Exchange Act”)), meets all of the criteria
  required of an audit committee financial expert.

The
  Audit Committee has the responsibility to oversee all of the Company’s
  financial transactions and to interact directly with the independent outside
  auditors of the Company, conferring with such auditors from time to time as
  reasonably required, at least once annually, in the absence of all current officers
  and managers of the Company. The Audit Committee makes formal recommendations
  to management concerning financial controls and is responsible for the retention,
  review and selection of outside auditors of the Company.

On
  February 26, 2003, the Board adopted a revised Audit Committee Charter.

Compensation Committee

The
  Compensation Committee is currently composed of Messrs. Kelleher, Pitman and
  Stacey. Mr. Kelleher is the Chair of the Compensation Committee. The Compensation
  Committee develops, reviews and monitors executive compensation and policies.
  In addition, this Committee is responsible for succession planning.

Compliance with Section 16(a) of the Exchange Act

Section
  16(a) of the Exchange Act requires that the Company’s directors, executive
  officers and persons who own greater than ten percent (10%) of the Common Shares
  (the “Reporting Persons”) file reports relating to their ownership
  and changes in ownership of Common Shares with the SEC. Reporting Persons are
  required by SEC regulations to furnish to the Company copies of all Section
  16(a) reports. With the exception of a Form 4 that was filed late by GEIPPP
  on January 10, 2005, based solely on its review of copies of such reports and
  written representations that no other reports were required, the Company believes
  that all required reports were filed on a timely basis during the year ended
  December 26, 2004.

The
  Company determined that it has been a “foreign private issuer,”
  as defined in Rule 3b-4 promulgated under the Exchange Act, since at least December
  17, 2004 and, therefore, its officers, directors and greater than 10% shareholders
  are not currently subject to Section 16 of the Exchange Act, pursuant to Rule
  3a12-3(b) promulgated under such Act.

Code of Ethics

On
  February 20, 2004, the Board adopted a code of ethics for its senior executive
  officers. A copy of such code may be viewed on the Company’s website at
  www.elephantcastle.com.

6

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ITEM 11.                      EXECUTIVE
  COMPENSATION

Report On Executive Compensation

The
  Compensation Committee is responsible for, among other things, the periodic
  review of the Company’s short-term and long-term policies for attracting,
  retaining, developing and motivating executive officers of the Company. The
  Compensation Committee meets periodically to review compensation policies relating
  to the Company and its subsidiaries and to approve specific compensation awards
  and benefits.

Executive Compensation Policies

The
  Compensation Committee’s policy is that executive officers of the Company,
  including the Chief Executive Officer and other Named Executive Officers (as
  defined below), should be compensated based on the market value of the jobs
  they perform, their levels of performance and the performance of the Company.

The
  Company’s executive compensation policies are designed to recognize and
  reward executive officers based upon individual and corporate performance. The
  Compensation Committee monitors levels of executive remuneration to ensure overall
  compensation reflects the Company’s objectives and philosophies and meets
  the Company’s desired relative compensation position. The key components
  comprising executive officer compensation are base salary and annual bonus (short-term
  incentives) and participation in an incentive stock option plan (long-term incentives).

The
  Compensation Committee approves salary ranges for executive officers of the
  Company based on competitive industry data for the markets in which the Company
  operates. In establishing base salaries and salary ranges, the objective of
  the Compensation Committee is to set target levels which, over time, will be
  competitive with market salaries. The Company’s compensation policy is
  to set target levels near or consistent with the median level in the group of
  comparable companies, i.e., multi-unit restaurant operators. Individual levels,
  which are set annually, may vary from this objective, depending upon individual
  performance levels. The Chief Executive Officer does not participate in discussions
  or reviews relating to his own compensation.

As
  noted above, the Company provides annual incentive compensation to executive
  officers, including the Named Executives, through the provision of incentive
  bonuses. Incentive bonuses are awarded annually, on a discretionary basis, to
  executive officers, based upon a review of Company and individual performance
  over the prior financial year relative to each executive officer’s area
  of responsibility.

In
  recognition of the performance by the executive team, the Compensation Committee
  determined that bonuses should be awarded to Messrs. Bryant, Laurie and Sexton.
  The bonuses for the Named Executive Officers are set out under the Summary Compensation
  Table. In addition, to ensure that the salaries of the executive team properly
  reflect market rates for equivalent positions, a salary adjustment increase
  was approved for certain senior management, including an annual increase of
  CDN $30,000 for Mr. Bryant, CDN $7,205 for Mr. Laurie and CDN $13,440
  for Mr. Sexton. See “STATEMENT OF EXECUTIVE COMPENSATION—Employment
  Contracts”.

The
  Company also has in place certain equity compensation plans. These plans were
  designed to encourage employees and executive officers to focus on the long-term
  interests of the Company and its shareholders. The Board has the authority to
  establish terms and conditions of each granted option, so long as such terms
  and conditions are not inconsistent with the provisions of the plan. The Company
  issued no options under such plans during 2004.

7

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Chief Executive Officer Compensation

The
  Compensation Committee’s policy is that the salary of the Chief Executive
  Officer should, be in line with competitive salaries for positions of similar
  responsibility at restaurant companies that are, like the Company, publicly
  held. In assessing compensation paid to the Chief Executive Officer, the Compensation
  Committee also reviews available industry data relating to such companies. The
  Chief Executive Officer’s salary increase for the current year (an increase
  from CDN $220,000 to CDN $250,000 per year) was granted to bring his
  salary in line with competitive salaries for similar positions and in recognition
  of his contribution to the achievement of the Company’s goals. A bonus
  of CDN $44,000 was given to the Chief Executive Officer in recognition of
  objectives achieved in 2003. With this increase his total compensation package
  is comparable to the median of comparable multi-unit restaurant companies.

Compensation Committee report presented by:

Richard M. Kelleher, Chairman 
  George Pitman 
  Colin Stacey

Summary Compensation Table

The
  following table provides a summary of compensation earned during the last three
  financial years ended December 26, 2004, December 28, 2003 and December 29,
  2002 by the Company’s Chief Executive Officer and its executive officers
  and other employees whose total annual salary and bonus was in excess of $100,000
  for the year ended December 26, 2004 (collectively, the “Named Executive
  Officers”).

|Name and Principal Position with the Company                                     | Year                                    | Annual Compensation                    | Long Term Compensation           | All Other Compen- sation(2) (CDN $)
|-------------------------------------------------------------------------------- | --------------------------------------- | -------------------------------------- | -------------------------------- | -----------------------------------
|Salary (CDN $)                                                                   | Bonus (CDN $)                           | Other Annual Compen- sation(1) (CDN $) | Awards                           | Payouts                            
|Restricted Stock Awards (#)                                                      | Securities Underlying Options/ SARS (#) | LTIP Payouts ($)                      
|Richard Bryant (3) Chief Executive
      Officer and President                   | 2004
      2003
      2002              | 220,000
      220,000
      210,000    | 44,000
      25,000
      30,000 | -
      -
      -                  
|Peter Laurie (4) Chief Operating
      Officer                                   | 2004
      2003
      2002              | 150,295
      132,500
      36,058     | 13,500
      10,938
      -      | -
      -
      -                  
|Roger Sexton (5) Vice President,
      Finance and Chief
      Financial Officer | 2004
      2003
      2002              | 112,560
      100,962
      17,500     | 10,500
      -
      -           | -
      -
      -                  

|(1) | The aggregate amount of perquisites and other personal benefits for any
      of the Named Executive Officers that is lesser of $50,000 or 10% of
      the total annual salary and bonus is not reported.                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Unless otherwise specified, amounts reported in this column refer to
      the dollar values of insurance premiums paid with respect to term life insurance,
      medical benefits and amounts contributed in respect of an employee savings
      plan.                                                                           
|(3) | Mr. Bryant entered into a written employment contract dated December
      17, 2004 with the Company providing for an annual salary of CDN $250,000,
      plus a potential annual bonus of not less than 25% of annual salary based
      on financial and other performance targets to be set by the Compensation
      Committee.

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|(4) | Mr. Laurie commenced employment with the Company on September 16, 2002.
      Mr. Laurie entered into a written employment contract dated December 17,
      2004 with the Company providing for an annual salary of CDN $157,500,
      plus a potential annual bonus of not less than 25% of annual salary based
      on financial and other performance targets to be set by the Compensation
      Committee.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Mr. Sexton commenced employment with the Company on November 1, 2002.
      Mr. Sexton entered into a written employment contract dated December 17,
      2004 with the Company providing for an annual salary of CDN $126,000,
      plus a potential annual bonus of not less than 20% of annual salary based
      on financial and other performance targets to be set by the Compensation
      Committee.  

The
  Company does not maintain, and none of the Named Executive Officers are eligible
  for, deferred compensation, long-term incentive plan payouts, restricted stock
  awards, or other similar compensatory arrangements. Furthermore, no stock options
  were granted or other equity compensation awards were made under the Company’s
  1993 Stock Option Plan (the “1993 Plan”), 1997 Stock Compensation
  Plan (the “1997 Plan”) or 2001 Management Stock Option and Bonus
  Plan (the “2001 Plan”) to the Named Executive Officers during the
  fiscal year ended December 26, 2004.

Aggregated Options Exercised During 2004 Financial Year
  
  and Financial Year-End Option Values


|Name           | Securities Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options/SARs at December 26, 2004 Exercisable/ Unexercisable (#) | Value of Unexercised in-the-Money Options/SARs at December 26, 2004 Exercisable/ Unexercisable(1) ($)
|-------------- | ----------------------------------- | ------------------ | ------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------
|Richard Bryant | -                                   | -                  | 50,000/0                                                                                                     | Nil                                                                                                  
|Peter Laurie   | -                                   | -                  | 66,666/33,334                                                                                                | Nil                                                                                                  
|Roger Sexton   | -                                   | -                  | 8,333/16,667                                                                                                 | Nil                                                                                                  

|(1) | Based on a market value of $0.30 per
      share, being the closing trading price per Common Share on the Over-The-Counter
      Bulletin Board as of December 26, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Directors
  of the Company who are not officers or employees are compensated for their services
  as directors through a combination of retainer fees and Awards (as defined below)
  under the 2001 Plan. In 2004, the quarterly retainer fees paid to such directors
  were CDN $2,500 plus 3,000 Common Shares for each year of service. The chairman
  of any committee of the Board receives an additional fee of $2,500 per quarter.
  Directors are reimbursed for expenses incurred in connection with their service
  as directors.

The
  directors and former directors (other than inside directors) were paid the following
  amounts as directors’ fees for the year ended December 26, 2004:

| | Jeffrey Barnet       | CDN $10,000 | 
| | -------------------- | ----------- | 
| | Thomas Chambers      | CDN $20,000 | 
| | Richard M. Kelleher  | CDN $20,000 | 
| | George Pitman        | CDN $10,000 | 
| | Colin Stacey         | CDN $10,000 | 
| | David Wiederecht     | CDN $10,000 | 
| | Christopher Anderson | Nil         | 

See
  “Equity Compensation Plans” below for a description of the terms
  that apply to the Awards.

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Equity Compensation Plans

The
  Board has adopted three equity compensation plans, and the shareholders have
  ratified such plans. 50,000 Common Shares were initially reserved for grants
  pursuant to the 1993 Plan and 200,000 Common Shares for the 1997 Plan (numbers
  adjusted for the 1 for 2 reverse split effective March 23, 2000).

Under
  the 2001 Plan, an aggregate of 950,000 Common Shares (adjusted for the reverse
  split) were reserved for issuance to key employees pursuant to stock options
  (“Options”) and restricted stock awards (“Awards”).
  All employees of the Company and its subsidiaries are eligible for grants of
  Awards and Options. No more than 750,000 Common Shares may be used for Options
  and 200,000 may be used for Awards. Options may not be granted below the greater
  of $1 per Common Share or the fair market value of the Common Shares on
  the date of grant. The 2001 Plan is administered by the Compensation Committee.
  To date, Options relating to an aggregate of 400,000 Common Shares have been
  granted under the 2001 Plan. Of those amounts, Options relating to 235,000 Common
  Shares and no Awards have been granted to executive officers and directors of
  the Company.

Employment Contracts and Termination of Employment and Change-in-Control
  Arrangements

Messrs.
  Bryant, Laurie and Sexton entered into employment agreements and change of control
  agreements, all dated December 17, 2004, in connection with a CDN $5 million
  financing by Crown, an attendant restructuring of debt owed by GEIPPP and a
  concurrent investment by Messrs. Bryant, Laurie and Sexton in the Company concluded
  on that date.

The
  employment agreements provide for Messrs. Bryant, Laurie and Sexton to serve
  as Chief Executive Office and President, Chief Operating Officer and Vice President,
  Finance and Chief Financial Officer, respectively. The employment agreements
  entitle each executive to a base annual salary, together with a potential annual
  bonus of not less than 25%, or in the case of Mr. Sexton not less than 20%,
  of annual salary based on financial and other performance targets to be set
  by the Compensation Committee. The base annual salaries are set for Messrs.
  Bryant, Laurie and Sexton at CDN $250,000, CDN $157,500 and CDN $126,000,
  respectively.

Each
  executive is entitled to four weeks of paid vacation and membership in the Company’s
  medical reimbursement plan. Mr. Bryant is also entitled to life insurance in
  the amount of CDN $600,000, with premiums to be paid by the Company to a
  beneficiary to be designated by him. The three executives are entitled to participate,
  subject to continuing service with the Company, in a special bonus (the “Special
  Bonus”) of CDN $132,500 to be shared among them upon a change of control
  of the Company, or on January 3, 2010, provided that all senior debt owed to
  GEIPPP shall have been paid in full at such date.

Mr.
  Bryant’s employment agreement is in force until December 1, 2006, and
  Messrs. Laurie and Sexton’s employment agreements until December 1, 2005,
  in each case unless earlier terminated. The agreements are automatically renewed
  for one year periods unless the Company gives notice within a specified period
  to the executive of its intention not to renew the agreement or to negotiate.
  Either the executive or the Company may terminate the employment agreement upon
  three months’ written notice. In the case of termination by the Company
  other than for cause, including upon failure to renew, each executive is entitled
  to a severance payment at the date of termination, plus continuation of benefits
  for one year. The severance payment is equal to one year’s base salary
  plus bonus for Mr. Bryant, and to three months’ base salary plus bonus
  for Messrs. Laurie and Sexton. “For cause” is defined as a breach
  of the employment agreement, a breach of fiduciary obligations, commission of
  an act of fraud, gross negligence or willful misconduct giving rise to monetary
  damage, or conviction for any felony. In the case of termination in connection
  with a change in control, the executive is entitled to the greater of the compensation
  payable under the employment agreement and the amount payable under the change
  of control agreement, per his election.

10

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The
  change of control agreements provide that, upon a termination of employment
  of employment during the period beginning three months and ending 12 months
  following a change of control, the Company is required to pay each executive
  within 10 days of the date of termination or the change in control, whichever
  is later, 200% of the total cash compensation paid by the Company to the executive
  in the 12 months immediately preceding the date of termination.

Other
  than as noted above or described herein, the Company has no written employment
  or change of control agreements between it or any of its subsidiaries and a
  Named Executive Officer.

Composition of the Compensation Committee; Compensation Committee Interlocks
  and Insider Participation in Compensation Decisions

During
  the year ended December 26, 2004, the following individuals served as members
  of the Compensation Committee: Messrs. Kelleher (Chairman), Pitman and Stacey,
  who were all directors of the Company during the time they served. Except for
  Mr. Stacey, who served as Vice President and Chief Operating Officer of the
  Company from August 1997 to December 2002, none of the members of the Compensation
  Committee are officers or employees or were former officers or employees of
  the Company or any of its subsidiaries, had or has any relationship that requires
  disclosure hereunder in respect of indebtedness owed to the Company or any interest
  in material transactions involving the Company. In addition, none of the Company’s
  executive officers have served on the compensation committee (or in the absence
  of such committee the entire Board) or as a director of another issuer whose
  executive officer is a member of the Compensation Committee or Board.

ITEM 12.                      SECURITY
  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
  MATTERS

The
  following table sets forth certain information concerning the number of the
  Common Shares and the Company’s preferred shares, series A (the “Preferred
  Shares”) owned beneficially as of April 5, 2005 by: (i) each Named Executive
  Officer; (ii) each director of the Company; (iii) each person known to the Company
  to beneficially own more than five percent (5%) of the Common Shares or Preferred
  Shares based upon statements filed with the Securities and Exchange Commission
  pursuant to Sections 13(d) or (g) of the Exchange Act; and (iv) all of the Company’s
  directors and officers as a group. Unless otherwise indicated, the principal
  address of each of the persons listed below is 1190 Hornby Street, Vancouver,
  British Columbia, Canada V6Z 2K5. Unless otherwise indicated, the persons listed
  possess sole voting and investment power with respect to the shares shown, subject
  to community property laws where applicable.

11

---

Common Shares

|NAME AND ADDRESS OF BENEFICIAL                     | AMOUNT AND NATURE OF | PERCENT    
|-------------------------------------------------- | -------------------- | -----------
|OWNER                                              | BENEFICIAL OWNER(1)  | OF CLASS(2)
|                                                   |                      |            
|Richard H. Bryant                                  | 495,720 (3)          | 8.3%       
|                                                   |                      |            
|Peter Laurie                                       | 241,550 (4)          | 4.1%       
|                                                   |                      |            
|Roger Sexton                                       | 113,263 (5)          | 2.0%       
|                                                   |                      |            
|Jeffrey M. Barnett                                 | 309,687 (6)          | 5.3%       
|                                                   |                      |            
|Thomas Chambers                                    | 9,000                | *          
|                                                   |                      |            
|Richard M. Kelleher                                | 12,000               | *          
|                                                   |                      |            
|George W. Pittman                                  | 78,125               | 1.4%       
|                                                   |                      |            
|Colin Stacey                                       | 228,500 (7)          | 3.8%       
|                                                   |                      |            
|David Wiederecht                                   | - (8)                | -          
|                                                   |                      |            
|Christopher Anderson                               | -                    | -          
|                                                   |                      |            
|GEIPP                                              | 23,851,916 (9)       | 92.3%      
|3001 Summer Street                                 |                      |            
|Stamford, CT 06904                                 |                      |            
|                                                   |                      |            
|Crown                                              | 1,399,301 (10)       | 19.5%      
|1900 – 1874 Scarth Street                          |                      |            
|Regina, SK S4P 4B3 Canada                          |                      |            
|                                                   |                      |            
|All directors and officers as a group (10 persons) | 1,487,845 (11)       | 23.1%      
|_________________________                          |                      |            
|* Indicates less than one (1) percent              |                      |            

|(1) | This table excludes (a) Common Shares that may be received upon the conversion
      of Preferred Shares held by Messrs. Bryant, Sexton and Laurie, and (b) certain
      restricted warrants to purchase Common Shares and Preferred Shares that
      are convertible into Common Shares held by Messrs. Bryant, Sexton and Laurie
      and Crown. Such securities have been excluded from this table because the
      conditions that permit the right to exercise and/or convert such securities
      cannot be satisfied within 60 days of April 5, 2005. In the Schedule 13D
      filed by the GE Entities (as defined below), the GE Entities have included
      securities that contain similar restrictions as beneficially owned by the
      GEIPPP and, as a result, such securities are included in this table for
      GEIPPP. For a detailed description of the excluded securities, please see
      “Item 1 – Description of Business.”
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on an aggregate 5,759,899 Common Shares issued and outstanding
      as of April 5, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | Includes (a) 50,000 Common Shares issuable pursuant to stock options
      under the Company’s stock option plans exercisable within 60 days
      of April 5, 2005, and (b) 197,981 Common Shares issuable pursuant to an
      investment agreement that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | Includes (a) 66,666 Common Shares issuable pursuant to stock options
      under the Company’s stock option plan exercisable within 60 days of
      April 5, 2005, and (b) 82,493 Common Shares issuable pursuant to an investment
      agreement that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | Includes 8,333 Common Shares issuable pursuant to stock options under
      the Company’s stock option plan exercisable within 60 days of April
      5, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | Includes 62,500 Common Shares issuable pursuant to stock options under
      the Company’s stock option plan exercisable within 60 days of April
      5, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(7) | Includes 200,000 Common Shares issuable pursuant to stock options under
      the Company’s stock option plan exercisable within 60 days of April
      5, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

12

---

|(8)  | Mr. Wiederecht is employed by GEAM, the general partner of GEIPPP. Mr.
      Wiederecht expressly disclaims beneficial ownership of the securities of
      the Company beneficially owned by GEIPPP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(9)  | As a result of the Inter-Shareholder Agreement, GEAM, GEIPPP and General
      Electric Company (the “GE Entities”) have filed a Schedule 13D
      with several amendments that include the Common Shares and Preferred Shares
      beneficially owned by Crown and certain members of the Company’s management,
      even though the GE Entities disclaim beneficial ownership of such shares.
      The amount reported in this Schedule 13D includes (a) 7,341,028 Common Shares,
      of which 3,258,860 are held directly by GEIPP; (b) 14,615,888 Preferred
      Shares that are automatically convertible, subject to the Company achieving
      an EBITDA target of $3,500,000 at the rate of three Common Shares for
      every preferred share, of which 10,961,916 are held directly by GEIPPP;
      and (c) 1,750,000 Common Shares issuable upon the exercise of warrants that
      are immediately exercisable, all of which are held directly by GEIPP.
|(10) | Includes 1,399,301 Common Shares issuable upon the exercise of warrants
      that are immediately exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(11) | Includes (a) 387,499 Common Shares issuable pursuant to stock options
      under the Company’s stock option plan exercisable within 60 days of
      April 5, 2005, and (b) 280,474 Common Shares issuable pursuant to the Inter-Company
      Shareholder Agreement that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Preferred Shares

|NAME AND ADDRESS OF BENEFICIAL                     | AMOUNT AND NATURE OF | PERCENT    
|-------------------------------------------------- | -------------------- | -----------
|OWNER                                              | BENEFICIAL OWNER(1)  | OF CLASS(2)
|                                                   |                      |            
|Richard H. Bryant                                  | 292,318(3)           | 7.2%       
|                                                   |                      |            
|Peter Laurie                                       | 121,799 (4)          | 3.0%       
|                                                   |                      |            
|Roger Sexton                                       | 73,082               | 1.9%       
|                                                   |                      |            
|Jeffrey M. Barnett                                 | -                    | -          
|                                                   |                      |            
|Thomas Chambers                                    | -                    | -          
|                                                   |                      |            
|Richard M. Kelleher                                | -                    | -          
|                                                   |                      |            
|George W. Pittman                                  | -                    | -          
|                                                   |                      |            
|Colin Stacey                                       | -                    | -          
|                                                   |                      |            
|David Wiederecht                                   | - (5)                | -          
|                                                   |                      |            
|Christopher Anderson                               | -                    | -          
|                                                   |                      |            
|GEIPPP                                             | 10,961,916 (6)       | 75.0%      
|3001 Summer Street                                 |                      |            
|Stamford, CT 06904                                 |                      |            
|                                                   |                      |            
|Crown                                              | 730,794 (7)          | 15.6%      
|1900 – 1874 Scarth Street                          |                      |            
|Regina, SK S4P 4B3 Canada                          |                      |            
|                                                   |                      |            
|All directors and officers as a group (10 persons) | 487,199 (8)          | 11.8%      
|_________________________                          |                      |            
|* Indicates less than one (1) percent              |                      |            

|(1) | This table excludes certain restricted warrants to purchase Preferred
      Shares held by Messrs. Bryant, Laurie and Sexton and Crown. Such securities
      have been excluded from this table because the conditions that permit the
      right to exercise and/or convert such securities cannot be satisfied within
      60 days of April 5, 2005. In the Schedule 13D filed by the GE Entities,
      the GE Entities have included securities that contain similar restrictions
      as beneficially owned by GEIPPP and, as a result, such securities are included
      in this table for GEIPPP. For a detailed description of the excluded securities,
      please see “Item 1 – Description of Business.”
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

---

|(2) | Based on an aggregate 3,945,835 Preferred Shares issued and outstanding
      as of April 5, 2005.                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Includes 137,884 Preferred Shares issuable pursuant to an investment
      agreement that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                                
|(4) | Includes 57,452 Preferred Shares issuable pursuant to an investment agreement
      that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                                 
|(5) | Mr. Wiederecht is employed by GEAM, the general partner of GEIPPP. Mr.
      Wiederecht expressly disclaims beneficial ownership of the securities of
      the Company beneficially owned by GEIPPP.                                                                                                                                                                                                                                                                  
|(6) | As a result of the Inter-Shareholder Agreement, the GE Entities have
      filed a Schedule 13D with several amendments that include the Preferred
      Shares beneficially owned by Crown and certain members of the Company’s
      management, even though the GE Entities disclaim beneficial ownership of
      such shares. The amount reported in this Schedule 13D includes 14,615,888
      Preferred Shares of which 10,961,916 are held directly by GEIPPP.
|(7) | Includes 730,794 Preferred Shares issuable upon the exercise of warrants
      that are immediately exercisable.                                                                                                                                                                                                                                                                                                                                                       
|(8) | Includes 195,336 Preferred Shares issuable pursuant to the Inter-Company
      Shareholder Agreement that may be purchased at any time.                                                                                                                                                                                                                                                                                                                                

Other
  than disclosed elsewhere in this report, the Company is not aware of any arrangement
  that might result in a change in control in the future.

|Equity Compensation Plan Information as of
      December 26, 2004        
|--------------------------------------------------------------------------
|Plan Category                                                             
|Equity compensation  
      plan approved by security  
      holders     
|Equity compensation  
      plans not approved by  
      security holders
|Total                                                                     

ITEM 13.                      CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS

December Refinancing

Background to Refinancing

On
  December 17, 2004, the Company completed a refinancing of the Company, including
  the negotiation of a new CDN $5,000,000 12% senior loan through Crown Capital
  Partners, a Canadian mezzanine investment manager, as agent for Crown.

As
  part of this refinancing, the Company arranged to defer and secure equity conversion
  with respect to more than $10,100,000 of current debt owed to its senior
  secured creditor and principal shareholder, GEIPPP. GEIPPP agreed to defer and
  subordinate its $3,900,000 notes. GEIPPP also agreed to convert its $5,000,000
  notes, together with accrued interest, into 3,653,972 Preferred Shares. Each
  one Preferred Share will be convertible into three Common Shares at a conversion
  price of CDN $0.667 per Share. Three executive officers of the Company,
  Messrs. Bryant, Laurie and Sexton, also concurrently unconditionally agreed
  to acquire a 10% interest in the equity of the Company for CDN $265,000.

The
  transactions have resulted in a substantial dilution of the current equity,
  all as described below.

14

---

Transactions with GEIPPP

In
  consideration for the surrender of $3,900,000 of the existing notes, the
  surrender of $5,000,000 of the existing notes and the waiver of $1,208,811
  of accrued interest on these notes the Company issued $4,203,879 of new
  notes (the “Senior Notes”), 3,653,972 Preferred Shares and a warrant
  to purchase 1,750,000 Common Shares (the “GEIPPP Warrant”). The
  Senior Notes bear interest at 14%, which accrues until payments commence in
  March 2007, except in certain circumstances, and are fully repayable on December
  17, 2009. The Preferred Shares accrue a cumulative annual dividend of 6%, payable
  only when the Crown debt and Senior Notes are repaid in full. The Preferred
  Shares are redeemable at the Company’s option at 100% of redemption principal
  plus a redemption premium of up to 50% of the principal amount. Unless redeemed
  earlier, the Preferred Shares automatically convertible, subject to the Company
  achieving an EBITDA target of $3,500,000, at the rate of three Common Shares
  for every Preferred Share. The warrants are exercisable for a period of ten
  years at a price of CDN$0.667 per share. By these transactions, the Company
  postponed the due date on the remaining balance of $4,203,879 from September
  2005 until December 2009 in exchange for equity securities representing, on
  a fully converted basis, approximately 53% of the new total outstanding, and
  a higher coupon on the debt component.

Transactions with Crown

Prior
  to the transactions described herein, the Company had no business relationship
  with Crown or any affiliates thereof. The Company has entered into a credit
  agreement with Crown, pursuant to which it borrowed CDN$5,000,000 ($4,066,000).
  The loan bears interest at the rate of 12% per annum. Interest is payable monthly
  and monthly principal payments of CDN$40,000 ($33,000) commence in December
  2006, rising to CDN$60,000 ($49,000) in December 2007 and CDN$100,000
  ($81,000) in December 2008, with the balance of CDN$2,600,000 ($2,100,800)
  repayable by December 17, 2009. In connection with the loan, Crown received
  a first secured position over all of the Company’s assets and properties,
  including the capital stock of the subsidiary companies, in respect of the loan
  indebtedness. Additionally, the Company granted Crown a warrant to purchase
  1,049,301 Common Shares and 730,794 Preferred Shares, representing 15% of the
  outstanding shares of both classes of shares of the Company. Crown also received
  warrants to purchase an additional 350,000 Common Shares, exercisable for a
  period of 10 years at a price of CDN $0.667, to allow Crown to avoid dilution
  should GEIPPP exercise the GEIPPP Warrant.

Transactions with Management

Concurrently
  with the above transactions, the Company entered into an agreement with Messrs.
  Bryant, Laurie and Sexton, whereby they have committed to purchase for CDN$265,000,
  over a period of 18 months, 932,867 Common Shares and 487,196 Preferred Shares,
  representing 10% of the outstanding shares of both classes of stock of the Company.
  They have made an initial payment of CDN$115,000 (US$92,920) and only
  receive share ownership in respect of fully paid securities. In connection with
  this purchase, these executives have also been issued a warrant for the purchase
  of an additional 5% of both classes of stock for CDN$132,500, exercisable
  no sooner than 30 days and no later than 90 days after a change of control of
  the Company, or on January 3, 2010, provided that all senior debt owed to GEIPPP
  shall have paid in full at such date. Employment agreements entered into with
  each of these executives which provide for them to participate, subject to continuing
  service with the Company, in a special bonus of CDN $132,500 to be shared
  among themselves upon a change of control of the Company, or on January 3, 2010,
  again provided that all senior debt owed to GEIPPP shall have paid in full at
  such date. Messrs. Bryant, Laurie and Sexton also received warrants to purchase
  an additional 233,333 Common Shares, exercisable for a period of 10 years at
  a price of CDN $0.667, to allow them to avoid dilution should GEIPPP exercise
  the GEIPPP Warrant.

15

---

Agreements between Investors

In
  connection with the refinancing, GEIPPP and Crown entered into an inter-creditor
  agreement, which establishes the seniority of the Crown security and the subordination
  of the GEIPPP security over the assets of the Company.

GEIPPP,
  Crown and Messrs. Bryant, Laurie and Sexton entered into the Inter-Shareholder
  Agreement. Under this agreement, all parties agree to appoint GEIPPP nominees,
  one Crown nominee and one management nominee to the Board. Additionally the
  parties have agreed conditions and entitlements associated with the sale or
  transfer of their shares.

Investors
  in $661,171 of 8% convertible, subordinated notes of the Company issued
  in 2000 (“Delphi Investors”) have agreed to the amendment of their
  notes such that the coupon will be increased to 9.25% and repayment will be
  scheduled to re-commence in March 2007.

Other
  than as described above and elsewhere in this report, the Company is not aware
  of any material interest, direct or indirect, of any shareholder who holds more
  than 5% of the Company’s voting securities, any proposed nominee for election
  as a director, any director or officer of the Company or subsidiary of the Company
  or any associate, affiliate or family member of any of the foregoing, in any
  transaction which has been entered into since the commencement of the Company’s
  most recent completed financial year or in any proposed transaction which, in
  either case, has materially affected or will materially affect the Company or
  any of its subsidiaries.

ITEM 14.                      PRINCIPAL
  ACCOUNTANT FEES AND SERVICES

Audit Fees

Fees
  billed by Pannell Kerr Forster Worldwide, for professional services totaled
  CDN $97,000 for the year ended December 26, 2004 and CDN $86,700 for
  the year ended December 28, 2003, including fees associated with the annual
  audit, reviews of quarterly reports on Form 10-Q and services that are normally
  provided in connection with statutory and regulatory filings or engagements
  for such financial years.

Audit-Related Fees

Fees
  for audit-related services totaled $Nil for the year ended December 26,
  2004. Audit-related fees incurred for the year ended December 28, 2003 were
  $Nil.

Tax Fees

Fees
  for tax compliance, tax advice and tax planning, which included fees for review
  of the Company’s consolidated federal income tax return, totaled CDN $6,000
  for the year ended December 26, 2004 and CDN $7,850 for the year ended December
  28, 2003.

All Other Fees

No
  fees were billed by Pannell Kerr Forster Worldwide, for professional services
  rendered during the years ended December 26, 2004 and December 28, 2003 other
  than those specified above.

The
  Audit Committee pre-approves audit engagement terms and fees prior to the commencement
  of any audit work, other than that which may be necessary for the independent
  auditor to prepare the proposed audit approach, scope and fee estimates. The
  independent auditors annually submit a written proposal that details all audit
  and audit related services. Audit fees are fixed and contained in the proposal,
  and the Audit Committee reviews the nature and dollar value of services provided
  under such proposal. Any revisions to such proposal after the engagement has
  begun are reviewed and pre-approved by the Audit Committee.

16

---

There
  were no fees in 2004 that were not pre-approved by the Audit Committee. All
  services described above under the captions “Audit Fees,” “Audit
  Related Fees” and “Tax Fees” were approved by the Audit Committee
  pursuant to SEC Regulation S-X, Rule 2-01(c)(7)(i).





17

---

SIGNATURES

In
  accordance with 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.

|      |              | ELEPHANT & CASTLE GROUP INC.         
|----- | ------------ | -------------------------------------
|      |              |                                      
|      |              |                                      
|      |              | /s/ Richard Bryant                   
|Date: | May 10, 2005 |                                      
|      |              | Richard Bryant                       
|      |              | Chief Executive Officer and President

Pursuant
  to the requirements of the Securities Exchange Act of 1934, this report has
  been signed below by the following persons on behalf of the registrant and in
  the capacities and on the dates indicated.

|Signature                 |  | Title                                               | Date        
|------------------------- |  | --------------------------------------------------- | ------------
|                          |  |                                                     |             
|/s/  Richard Bryant       |  | Chairman, Chief Executive Officer and President     | May 10, 2005
|Richard Bryant            |  | (principal executive officer)                       |             
|                          |  |                                                     |             
|/s/ 
      Roger Sexton   |  | Vice President, Finance and Chief Financial Officer | May 10, 2005
|Roger Sexton              |  | (principal financial and accounting officer)        |             
|                          |  |                                                     |             
|                          |  | Director                                            | May 10, 2005
|Jeffrey Barnett           |  |                                                     |             
|                          |  |                                                     |             
|/s/  George Pittman       |  | Director                                            | May 10, 2005
|George Pittman            |  |                                                     |             
|                          |  |                                                     |             
|/s/  David Wiederecht     |  | Director                                            | May 10, 2005
|David Wiederecht          |  |                                                     |             
|                          |  |                                                     |             
|                          |  | Director                                            | May 10, 2005
|Colin Stacey              |  |                                                     |             
|                          |  |                                                     |             
|                          |  | Director                                            | May 10, 2005
|Richard Kelleher          |  |                                                     |             
|                          |  |                                                     |             
|/s/  Thomas Chambers      |  | Director                                            | May 10, 2005
|Thomas Chambers           |  |                                                     |             
|                          |  |                                                     |             
|/s/  Christopher Anderson |  | Director                                            | May 10, 2005
|Christopher Anderson      |  |                                                     |             

18

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EXHIBIT INDEX

|Exhibit |                                                                                                                                                  
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                  
|3.1     | Certificate of Incorporation and Certificate of Name Change
      of Registrant*                                                                 
|3.2     | Articles of Association of Registrant*                                                                                                           
|3.3     | Certificate of Amalgamation, dated May 1, 1990, The Elephant
      and Castle Canada Inc.*                                                       
|3.4     | Resolution to increase the authorized share capital of Registrant******                                                                          
|3.5     | Amendment to Articles of Association of Registrant, dated
      March 23, 2000*******                                                            
|3.6     | Memorandum of Agreement dated October 19, 1999 between the
      Company and a shareholder group relative to governance of the Corporation*******
|4.1     | Form of certificate evidencing shares of Common Stock*                                                                                           
|4.2     | Form of Underwriter’s Warrant Agreement between Registrant
      and the Underwriter*                                                            
|4.3     | Form of Convertible Subordinated Note issued in Delphi Financing*****                                                                            
|4.4     | Form of Noteholders Warrant issued in Delphi Financing*****                                                                                      
|4.5     | Form of amended Noteholder Warrant issued on renegotiation
      of Delphi Financing*******                                                      
|4.6     | Form of certificate evidencing shares of Common Stock, amended
      March 27, 2000*******                                                       
|10.1    | Bank Loan Agreement, dated September 13, 1990, with Toronto
      Dominion Bank*                                                                 
|10.2    | Letter Agreement dated June 26, 1991, regarding expansion
      of facilities at Edmonton Eaton Centre food court relocation*                    
|10.3    | Retailer Application dated May 23, 1992, and Specimen Agreement
      for Alberta Lotteries and Alberta Gaming Control*                          
|10.4    | License Agreement dated July 9, 1992, with Servomation Inc.
      relating to B.C. Place Stadium*                                                
|10.5    | Restaurant lease dated November 10, 1992,with Shilo Management
      Corporation, relating to the Shilo Inn, Yuma, Arizona*                      
|10.6    | Letter Agreement, with Shilo Management Corporation relating
      to Shilo Hotel, Pomona, California*                                           
|10.7    | Restaurant Lease Agreement with Holiday Inns of Canada, Ltd.,
      relating to Holiday Inn Crowne Plaza at Winnipeg, Manitoba**                 
|10.8    | Restaurant Lease Agreement relating to Holiday Inn, Philadelphia,
      Pennsylvania***                                                          
|10.9    | Abstract of Restaurant Lease relating to Holiday Inn, San
      Diego Lease****                                                                  
|10.10   | Revised Lease Abstract of Restaurant Lease relating to Canadian
      Rainforest Restaurants, Inc. (Yorkdale)*****                               
|10.11   | Revised Lease Abstract of Restaurant Lease relating to Canadian
      Rainforest Restaurants, Inc.(Montreal)*****                                
|10.12   | Revised Lease Abstract of Canadian Rainforest Restaurants,
      Inc.(Burnaby, B.C.)*****                                                        
|10.13   | Lease Abstract of Elephant & Castle Group, Inc.(Edmonton)*****                                                                                   
|10.14   | Lease Abstract of Canadian Rainforest Restaurants, Inc., (Scarborough,
      Ont.)*******                                                        
|10.15   | Lease Abstract of Elephant & Castle Group, Inc. (Franklin
      Mills, Pennsylvania)*******                                                      
|10.16   | Abstract of Canadian Niagara Hotels sub-franchise *******                                                                                        
|10.17   | Abstract of Holiday Inns Hotels Exclusivity Agreement re:
      franchise facilities*******                                                      
|10.18   | Form of Franchise Agreement for Alamo Grill*******                                                                                               
|10.19   | Form of Franchise Agreement for Elephant & Castle*******                                                                                         
|10.20   | Lease Abstract of Elephant366 & Castle Group, Inc. (Chicago,
      Illinois)********                                                             
|10.21   | Operating Agreement of BC Restaurants, LLC*********                                                                                              
|10.22   | Member Control Agreement of BC Restaurants, LLC*********                                                                                         
|10.23   | Management Agreement with E & C San Francisco, LLC*********                                                                                      
|10.24   | License Agreement with Elephant & Castle International,
      Inc.*********                                                                      
|10.25   | Agreement with Elephant & Castle International, Inc.*********                                                                                    
|10.26   | Lease Abstract of Elephant & Castle Group, Inc. (San Francisco,
      California)*********                                                       
|10.27   | Lease Abstract of Elephant & Castle Group, Inc.(Washington,
      D.C.)**********                                                                
|10.28   | Lease Abstract of Elephant & Castle Group, Inc. (Chicago,
      East Huron Street, IL) **********                                                
|21.1    | List of Subsidiaries****                                                                                                                         
|24.1    | Irrevocable Consents and Power of Attorney on Form F-X*                                                                                          
|31.1    | Section 302 Certification of Chief
      Executive Officer - December 26, 2004                                                                   
|31.2    | Section 302 Certification of Chief
      Financial Officer - December 26, 2004                                                                   

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|32.1 | Section 906 Certification of Chief
      Executive Officer - December 26, 2004                   
|---- | -------------------------------------------------------------------------------------------------
|32.2 | Section 906 Certification of Chief
      Financial Officer - December 26, 2004                   
|99.1 | Canadian Declaration as of May 11, 1990, claiming the trade
      name “The Elephant and Castle”*
|99.2 | Filing receipt dated February 5, 1993, for US service mark
      application “E&C”*              
|99.3 | Filing receipt dated February 5, 1993, for US service mark
      “Elephant Mug”*                 

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|******                   
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