<PAGE>


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A-1

               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      FOR FISCAL YEAR ENDED: JUNE 30, 2004
                                       OR
             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  for the transition period from _____ to _____

                         Commission file number: 0-3071

                              SiVault Systems, Inc.
                             ----------------------

                     (Exact name of small business issuer as
                            specified in its charter)

               Nevada                                          98-0209119
   --------------------------                                --------------
  (State or other jurisdiction                               (IRS Employer
of incorporation or organization)                          Identification No.)

                500 Fifth Avenue, Suite 1650, New York, NY 10110
              ----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                     Issuer's telephone number: 212-931-5760
                             ----------------------

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

                             ----------------------
                              (Title of each class)

              Securities registered under Section 12(g) of the Act:

                     Common Stock, par value $.001 per share

                             ----------------------
                              (Title of each class)








         Check whether the issuer (1) 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.
Yes [ ] No [X]

         Check if 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. [ ]


<PAGE>

         State issuer's revenues for its most recent fiscal year: $7,131,437

         As of September 22, 2004, there were 14,011,693 shares of the
registrant's common stock issued and outstanding. Of these, approximately
7,400,000 shares are held by non- affiliates of the registrant. As of September
22, 2004, the market value of common stock held by non-affiliates was
approximately $22,200,000, based on the closing price of the common stock on
that date.

Transitional Small Business Disclosure Format (check one):
Yes [ ] ; No [ X ]

DOCUMENTS INCORPORATED BY REFERENCE
              NONE

                                EXPLANATORY NOTE

         SiVault Systems is filing this Amendment No.1 to our Annual Report on
Form 10-KSB originally filed with the Securities and Exchange Commission on
October 13, 2004 (the "Original Filing"), solely for the purpose of amending
certain portions of such Annual Report on Form 10-KSB. Each of the following
sections of the Annual Report is amended and restated in its entirety, and
current as of October 28,2004:

         Part III, Item 9. "Directors, Executive Officers, Promoters and Control
Persons, Compliance with 16(a) of the Exchange Act";

         Part III, Item 10. "Executive Compensation";

         Part III, Item 11. "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholders Matters";

         Part III, Item 12. "Certain Relationships and Related Transactions";
and

         Part III, Item 14. "Principal Accountant's Fees and Services".

In addition, we have filed the following exhibits herewith:

31.1     Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the
         Securities Exchange Act of 1934, as amended.
31.2     Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the
         Securities Exchange Act of 1934, as amended.
32.1     Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section
         1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
         1350).
32.2     Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section
         1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.
         1350).

The other Items of the Original Filing have not been repeated in this amendment.

         PLEASE NOTE THAT THE ONLY CHANGES TO THE ORIGINAL FILING ARE THOSE
DESCRIBED ABOVE. OTHERWISE, THE INFORMATION CONTAINED IN THIS FORM 10--KSB/A-1
IS AS OF THE DATE OF THE ORIGINAL FILING AND DOES NOT REFLECT ANY SUBSEQUENT
INFORMATION OR EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING. SUCH
SUBSEQUENT INFORMATION OR EVENTS INCLUDE, AMONG OTHERS, THE INFORMATION AND IN
THE COMPANY'S CURRENT REPORTS ON FORM 8-K. FOR A DESCRIPTION OF SUCH SUBSEQUENT
INFORMATION AND EVENTS, PLEASE READ OUR EXCHANGE ACT REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION SINCE THE DATE OF THE ORIGINAL FILING, WHICH
UPDATE AND SUPERCEDE CERTAIN INFORMATION CONTAINED IN THE ORIGINAL FILING AND
THIS FORM 10-KSB/A-1.


                                       -2-
<PAGE>

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRATION

The following table sets forth information with respect to the persons who, as
of the date of this current report, were serving or are expected to serve in the
near future as directors and executive officers of the Company. Each director
holds office until the next annual meeting of shareholders or until his
successor has been elected and qualified.

DIRECTORS


<TABLE>
<CAPTION>
     NAME               AGE                     POSITION                      DIRECTOR SINCE
--------------          ---                     --------                      --------------

<S>                     <C>         <C>                                          <C>
Emilian Elefteratos(4)  44          Chief Executive Officer, President
                                    and Director                                  2004
Wayne Taylor (3)        52          Interim Chief Financial Officer and
                                    Director                                      2003
Igor J. Schmidt         38          Chief Strategy Officer and Director           2004
Dr. David Dalton(3)(4)  55          Chairman of eMedRx, Inc. and Director         2003
Allan Gibbons (1)(2)    56          Director                                      2000
Gerard Munera (2)(4)    66          Director                                      2001
Elaine Bloom (1)(3)     66          Director                                      2003
Stuart Platt (1)(4) (2) 68          Director                                      2004
Kenneth Taylor          61          Director                                      2003

</TABLE>


         (1)  Member of the Audit Committee
         (2)  Member of the Compensation Committee
         (3)  Member of the Corporate Governance Committee
         (4)  Member of the Executive Committee

         Emilian Elefteratos joined our company as Chief Executive Officer and
President following the acquisition of SiVault Analytics, Inc. in July 2004. He
was elected a director in August 2004. Mr. Elefteratos has 20 years of global
business experience in a variety of management functions including finance,
sales operations, business development, professional services and network
operations. From 1982 to 1996 he served as a senior manager of British
Telecommunications PLC, with responsibility for joint venture project management
within mergers and acquisitions. He served as a senior manager of Cisco Systems
from 1996 to 2002, with responsibility for sales for worldwide joint ventures
and sales finance for revenue recognition. During 2002 until he joined SiVault
Analytics, Inc. in 2003, he served as a director of sales finance for Brocade
Communications. Mr. Elefteratos co-founded SiVault Analytics, Inc. in 2003, and
served as its chief operating officer.

         Wayne Taylor is a founder of the Company. He served as Chief Financial
Officer from June 1999 to March 2002 and from March 2003 to August 2003, and has
served as interim Chief Financial Officer since June 2004 to present. Mr. Taylor
joined our Board of Directors in September of 2003. He is President of FGH
Insurance Agencies Ltd. and has developed both creditor insurance and specialty
products for some of the largest international banks. Mr. Taylor was employed by
HSBC Canada from 1977 to 1986 and served in a senior management capacity for
that institution. As the international database representative for OKRA
Marketing Corporation, Mr. Taylor was responsible for selling software systems
to major financial institutions.



                                       -3-
<PAGE>

         Igor J. Schmidt joined our company as Chief Strategy Officer following
our acquisition of SiVault Analytics, Inc. in July 2004 and was elected a
director in August 2004. Prior thereto and since 1993, Mr. Schmidt had been
employed by SiVault Analytics, Inc. as chief strategy officer. From 2000 to
2003, Mr. Schmidt served as vice president-business development for Performance
Central. In 1997, he co-founded OneNetwork, where he served as chief technology
officer until 2000. Prior to that, in 1994 he co-founded iVenture Group and
served as chief technology officer until 1997. From 1990 to 1994 he served as a
senior business development manager of Vacation Channel Corp.

         Dr. David Dalton has served as Chairman of eMedRx, Inc. and as a
director of our company since February 2004. During the past five years, Dr.
Dalton has served as the chief executive of Pharmacy Services, Health Resources,
Inc., and Univec Inc. companies engaged in healthcare and health delivery. Dr.
Dalton has spent his professional career in the pharmaceutical industry and
brings over 30 years of experience to the group. He served in several capacities
with Rite Aid Corporation from 1971 to 1999, including Corporate Vice President.
Dr. Dalton has served as a board member on such organizations as Blue Shield of
Pennsylvania, United Way, National Health Association, and National Association
of Chain Drug Sores and is one of the original members and Director of the
National Council of Prescription Drug Programs.

         Allan Gibbins has been a Director since November 6, 2000. Mr. Gibbins
was interim Vice President, General Manager beginning in June 1992 and was
appointed President and Chief Executive Officer of Hubbell Canada Inc., a
subsidiary of Hubbell Incorporated, in September 1993. He is the Chairman of the
Electrical, an Electrical Manufacturer, and Electronic Manufacturers Association
of Canada (EEMAC). From September 1988 to May 1992, Mr. Gibbins was Vice
President and General Manager of Nutone Electrical Inc. Prior to that he held
senior management positions with duPont Canada Inc. for 16 years. He also was a
Director of DSI Datotech Systems Inc. from December 2000 until July 2003.

         Gerard Munera has been a Director since June 26, 2001. Since 1995, Mr.
Munera has been Managing Director of Synergex Group Partnership, a Connecticut
general partnership, with majority participations since 1996 in Arcadia, a
manufacturer of low-rise curtain walls, storefronts and office partitions, and
in Estancia El Olmo, a large cattle ranch. From 1994 to 1996, Mr. Munera was
chairman and chief executive officerof Latin American Gold Inc., a junior gold
exploration and mining company with activities in Ecuador and Venezuela.. From
1991 to 1994, Mr. Munera was president and chief executive officer of Minorco
(USA), a diversified natural resources group with interests in base and precious
metals, industrial minerals, oil and gas, chemicals and fertilizers, in both the
U.S. and Canada.

         Elaine Bloom joined the board in July of 2003 is a former Florida State
Representative and served as Speaker Pro-Tempore of the Florida House of
Representatives (1992-94). She has provided leadership for South Florida in
elected public office, on local government boards and commissions, and in
community organizations. Rep. Bloom also chaired many important committees and
subcommittees during her 18 years in the Florida Legislature. She authored more
than 100 major laws, including the Florida International Banking Act, the Health
Care Reform Act, the Florida Emergency Management Act, and the Law Enforcement
Protection Act. She chaired the Health Care Committee (1990-92) and the Joint
Legislative Management Committee (1992-94).

         Rear Admiral Stuart Platt, SC, USN, RET, who joined the Company's Board
of Directors effective May 14, 2004. Rear Admiral Platt has enjoyed a
distinguished 31-year military career in the United States Navy, where he led an
historic reform program to improve the way the Navy buys ships, aircrafts and
weapons systems. He was Deputy Commander of the Naval Sea Systems, where he was
responsible for the acquisition of Navy surface ships and submarines during the
buildup of the 600 ship Navy. He was recently honored by being named to the Cold
War Leadership Hall of Fame by the Submarine Force Library and Museum
Association. He serves as the Chairman of the Historic Ships Foundation in San
Francisco and as a Presidential appointee to the Board of Governors of the
United States Merchant Marine Academy. Admiral Platt is the Chairman of The
Wornick Company, the largest seller of combat rations to the Department of
Defense and the Chairman of IDM Services, a Washington based, international data
storage firm. He also serves on the Board of DRS Technologies, a New York Stock
Exchange listed Defense Electronics Company.


                                       -4-
<PAGE>

         Kenneth Taylor joined the board in 2003. He is a former Canadian
Ambassador to Iran and has served as a diplomat in the Canadian Foreign Service.
In addition to the many awards and honorary doctorates extended to Mr. Taylor,
he has also received the United States Congressional Gold Medal and is an
Officer of the Order of Canada. After his Foreign Service, Mr. Taylor joined
Nabisco Brands/RJR Nabisco as Senior Vice President. He also serves on the board
of Hydro One, a Ontario, government company.



       EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE COMPANY

The following table provides information concerning our current named executive
officers.

NAME                         AGE        POSITION
---------                    ---        -----------------------------------

Emilian Elefteratos          44         Chief Executive Officer,
                                        President and Director
Wayne Taylor                 52         Interim Chief Financial Officer and
                                        Director
Igor J. Schmidt              38         Chief Strategy Officer and Director
Christopher Farnworth        54         Vice President - Corporate Development
                                        and Secretary
Steven Pollini               49         Vice President-Engineering and
                                        Operations
Alexander Gelf               37         Vice President-Business Intelligence and
                                        Analytics
Herve Bertacchi              35         President of Lightec Communications,
                                        Inc.

         Emilian Elefteratos joined our company as Chief Executive Officer and
President following the acquisition of SiVault Analytics, Inc. in July 2004.

         Wayne Taylor served as Chief Financial Officer from June 1999 to March
2002 and from March 2003 to August 2003, and has served as interim Chief
Financial Officer since June 2004 to present.

         Igor J. Schmidt joined our company as Chief Strategy Officer following
our acquisition of SiVault Analytics, Inc. in July 2004 and was elected a
director in August 2004, served as a senior business development manager of
Vacation Channel Corp.

         Chris Farnworth has served as Vice President-Corporate Development of
our company since April 2002 and as a consultant to us from September 2003 until
joining our company as an officer. From 1993 to 2002, he served as vice
president of Nostrad Telecommunications, Inc. Mr. Farnworth has extensive
worldwide Board and operational experience with large and small multi national
companies in high technology focusing upon business development, strategic
planning and development of broadband telecommunications networks. He was
managing director of Coastal International Agencies and BIX Engineering, both
subsidiaries of a major multinational company based in Singapore with offices in
Hong Kong, Indonesia, and Malaysia.



                                       -5-
<PAGE>

     Steve Pollini joined our company as Vice President-Engineering and
Operations following our acquisition of SiVault Analytics, Inc. in July 2004.
Prior thereto and since 2003, Mr. Pollini had been employed by SiVualt
Analytics, Inc. as vice president engineering and network operations. Mr.
Pollini has more than 25 years of technical and management experience in both
startup and large corporate environments. In 2002 he co-founded Vivin Systems, a
computer networking company where he served as vice president-engineering until
joining SiVault Analytics, Inc. He served as vice-president-engineering and
network operations for Qiva, Inc. from 2000 to 2001, a software service hosting
company. For about nine years prior thereto, Mr. Pollini held senior technical
leadership and managerial positions in UPS' R&D and Information Systems groups
as well as within General DataComm's high-speed networking multiplexer division.

     Alexander Gelf joined our company as Vice President-Business Intelligence
and Analytics following our acquisition of SiVault Analytics, Inc. in July 2004.
Prior thereto and since 2003, Mr. Gelf had been employed by SiVualt Analytics,
Inc. as a vice president. Mr. Gelf has over 15 years of experience in systems
design and analysis, software architecting, project management and product
development. Mr. Gelf was employed by Sun Microsystems, Inc., a hardware and
software manufacturer from 1997 until 2003, including as senior architect and
project leader since 1999. From 1995 to 1997 he served as a member of the
technical staff of SunSoft, Inc. He spent 10 years working for Sun Microsystems
in various positions, from software engineer to senior software architect. Mr.
Gelf holds several patents related to data processing. Mr. Gelf was a founder
and the chief executive officer of DLI, a Silicon Valley consulting company,
that provided software consulting services to a number of companies including
Cisco Systems, 3Com and Longs Drugs.

     Herve Bertacchi has served as President of Lightec since August 2003. From
March 2003 to August 2003 Mr. Bertacchi served as president of Datagility, Inc.,
a private company. Mr. Bertacchi is a senior information security specialist
with more than 10 years of experience in security risk assessment, vulnerability
assessment and security architecture design. As security consultant for Cap
Gemini E&Y US from 1994 to March 2003, Mr. Bertacchi was responsible for the
creation of CGE&Y's security practice in the United States.


                          BOARD MEETINGS AND COMMITTEES

BOARD MEETING ATTENDANCE

         During the year ended June 30, 2004, each incumbent Director attended
at least 75% of the total number of Board of Directors meetings and meetings of
committees on which he served. Ken Taylor was only able to attend 10% of the
time.

DIRECTOR FEES

         Each director is elected to hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. Our Board held
10 meetings during the fiscal year ended June 30, 2003. Our directors receive
US$1,000 for their attendance at each board meeting and US$500 for each
telephonic board meeting, which each director waived. All officers serve at the
discretion of the Board of Directors subject to the terms and conditions of
their agreements with the Company as approved by the Compensation Committee.



                                       -6-
<PAGE>

COMPENSATION COMMITTEE

         The Compensation Committee is composed of Gerard Munera, (Chairman),
Allan Gibbins and Stuart Platt. The responsibilities of our committee include
reviewing our incentive plans, reviewing and approving the compensation of our
executive officers, and determining the option awards given to our officers.
Members of the Committee have never served as our officers or employees or
officers or employees of any of our subsidiaries. The Compensation Committee
held 3 meetings in 2004.

AUDIT COMMITTEE

         The Audit Committee, which currently consists of Allan Gibbins
[(Chairman)], Stuart Platt and Elaine Bloom, assists the Board of Directors by
recommending the engagement of independent public accountants, reviewing and
considering actions of our management in matters relating to audit functions,
reviewing with independent public accountants the scope and results of their
audit engagement, reviewing reports from various regulatory authorities,
reviewing the system of internal controls and procedures and reviewing the
effectiveness of procedures intended to prevent violations of law and
regulations.

NOMINATING COMMITTEE AND CORPORATE GOVERNANCE

         The Nominating Committee and Corporate Governance is composed of Elaine
Bloom (Chairman), Wayne Taylor, and David Dalton. The responsibilities of our
committee include reviewing our nomination of directors and advisors and
overseeing the corporate governance procedures. Members of the Committee have
never served as our officers or employees or officers or employees of any of our
subsidiaries, except for Wayne Taylor who serves as the Interim Chief Financial
Officer.

         The Board of Directors adopted a charter for the Audit Committee. A
copy of the Audit Committee's Charter was previously filed with the Company's
Definitions Proxy Statement for its 2003 Annual Meeting of Shareholders.

         All members of the Audit Committee are "independent" within the meaning
of NASDAQ Marketplace Rule 4200(a)(15).

         The information contained in this Annual Report with respect to the
Audit Committee charter and the independence of the members of the Audit
Committee shall not be deemed to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that we specifically
incorporate it by reference to such filing.

                             AUDIT COMMITTEE REPORT

         The following is the report of our Audit Committee with respect to our
audited financial statements for the year ended June 30, 2004.

         REVIEW WITH MANAGEMENT:

         We have reviewed and discussed our audited financial statements with
management.



                                       -7-
<PAGE>

         REVIEW AND DISCUSSIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS:

         The Committee has discussed with Miller Ellin & Company LLP ("Miller
Ellin") our independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees,"
regarding the auditors judgments about the quality of our accounting principles
as applied to its financial reporting.

         The Audit Committee of the Board of Directors has considered whether
the provision of the non-audit services is compatible with maintaining the
independence of our principal accountants.

         The Committee also has received written disclosures and the letter from
Moffitt that is required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees," and has discussed with Miller
Ellin its independence.

         CONCLUSION:

         Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors that its audited financial statements be
included in our Annual Report on Form 10-KSB for the year ended June 30, 2004
for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors

Allan Gibbins, Chairman
Stuart Platt
Elaine Bloom

ITEM 11.  EXECUTIVE COMPENSATION

         The following table sets forth the aggregate compensation earned by,
paid to, or accrued for our chief executive officer and each other executive
officer whose aggregate compensation, was in excess of $100,000, based on their
salary and bonus for the fiscal year ended June 30, 2004, who we refer to as our
named executive officers.




<TABLE>
<CAPTION>
                                                   SUMMARY COMPENSATION TABLE

                                            ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                                      ----------------------------   ----------------------------------------------------
                                                 AWARDS                       AWARDS             PAYOUTS
                                                 ------     ------   -------------------------   -------
                                                            OTHER                   SECURITIES
NAME AND                                                    ANNUAL   RESTRICTED     UNDERLYING
PRINCIPAL                  FISCAL                           COMPEN-    STOCK         OPTIONS/      LTIP       ALL OTHER
POSITION                    YEAR      SALARY      BONUS     SATION     AWARDS          SARS       PAYOUTS    COMPENSATION
-------------------        -------    ------      -----     ------   -----------    -----------   -------    ------------


<S>                         <C>       <C>         <C>       <C>      <C>            <C>           <C>        <C>
Emilian Elefteratos (1)     2004         --        --         --            --             --        --              --
President and Chief         2003         --        --         --            --             --        --              --
Executive Officer           2002         --        --         --            --             --        --              --


--------------------


Wayne                       2004      $35,750      --         --            --             --        --              --
Taylor, (2)
Chief Financial             2003      $18,000      --         --            --             --        --              --
Officer
                            2002      $  --        --         --            --             --        --              --

-------------------        -------    -------     -----     ------   -----------    -----------   -------    ------------
</TABLE>



                                        -8-
<PAGE>

<TABLE>
<CAPTION>
                                            ANNUAL COMPENSATION                      LONG-TERM COMPENSATION
                                      ----------------------------   ----------------------------------------------------
                                                 AWARDS                       AWARDS             PAYOUTS
                                                 ------     ------   -------------------------   -------
                                                            OTHER                   SECURITIES
NAME AND                                                    ANNUAL   RESTRICTED     UNDERLYING
PRINCIPAL                  FISCAL                           COMPEN-    STOCK         OPTIONS/      LTIP       ALL OTHER
POSITION                    YEAR      SALARY      BONUS     SATION     AWARDS          SARS       PAYOUTS    COMPENSATION
-------------------        -------    ------      -----     ------   -----------    -----------   -------    ------------


<S>                         <C>       <C>         <C>       <C>      <C>            <C>           <C>        <C>

Igor J.                     2004      $ --
Schmidt,
Chief Strategy              2003      $ --
Officer (3)
                            2002      $ --

-------------------        -------    ------      -----     ------   -----------    -----------   -------    ------------
Chris                       2004      $112,650
Farnworth (4)
Vice                        2003      $126,000
President
                            2002      $126,000


-------------------        -------    ------      -----     ------   -----------    -----------   -------    ------------
Herve'                      2004      $121,666
Bertacchi, (5)
President                   2003      $_____
Lightec
Communication,              2002      $_____
Inc.
-------------------        -------    -------     -----     ------   -----------    -----------   -------    ------------
</TABLE>


    (1)  Mr. Elefteratos joined the Company in July, 2004. He is currently
         compensated at the rate of $225,000 per annum.
    (2)  Mr. Taylor joined the Company in July, 1999, as a founder.
    (3)  Mr. Schmidt joined the Company in July 2004. He is currently
         compensated at the rate of $220,000 per annum.
    (4)  Mr. Farnworth joined the Company as an employee in April, 2002; prior
         to that time he served as a consultant to the Company from September
         2001.
    (5)  Herve' Bertacchi joined the Company in August, 2003. Prior to joining
         the Company, he received $32,000 in consulting fees in fiscal 2004.


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                INDIVIDUAL GRANTS

There were no stock options/SARs granted to our named executive officers during
the fiscal year ended June 30, 2004:


   AGGREGATED OPTION/SAR EXERCISES DURING THE FISCAL YEAR-ENDED JUNE 30, 2004
                     AND FISCAL YEAR-END OPTION/SAR VALUES

         There were no stock options/SARs owned by the Company's named executive
officers as of the fiscal year ended June 30, 2004.



                                       -9-
<PAGE>

EMPLOYMENT CONTRACTS

         Herve Bertacchi is employed as our Technical Vice President and
President of Lightec Communications (wholly owned subsidiary), and his base
salary is $ 160,000 per annum, effective July 1, 2004.

         Christopher Farnworth is employed as our Vice President, Corporate
Development under an employment agreement. His base annual salary is $132,000.
He will be eligible for an annual performance bonus based on achieving certain
targets, as set forth in his employment agreement, beginning in 2005 in respect
of performance in 2004.

STOCK OPTION PLAN

         In April 2004 the Company adopted its 2004 Incentive Stock Plan (the
"2004 Plan").

         The 2004 Plan permits the grant of stock options, stock awards (awards
in the form of shares of our stock or stock units, in either case for which no
payment by the participant is required) and restricted stock purchase awards.

         Stock options granted under the 2004 Plan may be options intended to
qualify as incentive stock options ("ISOs") under Section 422 of the Internal
Revenue Code or nonqualified stock options ("NSOs"), which are options that are
not intended to qualify as ISOs. Stock options granted to a person who owns more
than ten percent of our or any of our subsidiary's voting power shall have
exercise prices of at least 110% of fair market value of our stock on the date
of grant. Stock options granted to others will have exercise prices of not less
than 100% of the fair market value of our stock on the date of grant if they are
ISOs and not less than 85% of the fair market value of our stock on the date of
grant if the are NSOs. Stock options granted under the 2004 Plan may only be
transferred by will or the laws of descent and distribution. Stock options
granted under the 2004 Plan will have terms of not more than 10 years. The 2004
Plan contains limitations on vesting of stock options. The effect of a
termination of employment or service on a participant's stock options depends on
the reason for the termination, and is described in the 2004 Plan and award
agreements.



                                       -10-
<PAGE>

         Stock awards give participants shares of our common stock or the right
to receive shares of our common stock. A participant's rights with respect to
stock awards may be subject to conditions established by our Board of Directors
or Executive Compensation Committee, including continued service, achievement of
specified business objectives, indices, attaining growth rates and other
measurements of our performance, conditioned upon satisfaction of company or
individual performance goals. Stock awards may also be awarded free of
restrictions. Restricted stock purchase awards give participants the opportunity
to purchase shares of our common stock, subject to restrictions prescribed by
our Board of Directors or Executive Compensation Committee. With certain limited
exceptions described in the 2004 Plan, stock awards and restricted stock
purchase awards granted under the 2004 Plan are not transferable. The effect of
a termination of employment or service on a participant's stock options depends
on the reason for the termination, and is described in the 2004 Plan and award
agreements.

         The 2004 Plan provide for the issuance of up to 2,250,000 shares
pursuant to awards. Stock issued under the 200 Plan may be authorized but
unissued stock or stock that we have reacquired. Shares covered by awards that
terminate or expire and shares that we repurchase in accordance with the terms
of an award shall again be available for issuance under the 2004 Plan. In the
event of a change in our outstanding stock in connection with a stock split,
stock dividend, recapitalization, merger, spin off or similar event, the number
of shares that may be issued under the 2004 Plan and the number and price of
shares subject to outstanding awards may be adjusted by the Board of Directors
or the Executive Compensation Committee.

         The 2004 Plan is administered by the Gerard Munera of the Executive
Compensation Committee of the Board of Directors. The committee has authority to
grant awards, determine from the eligible group of participants those to whom
awards will be granted, determine the terms of awards, construe and interpret
the plan, amend outstanding awards, and perform such other duties relating to
the plan's administration. The Board may, at any time and from time to time,
alter, amend, suspend or terminate the 2004 Plan in whole or in part, subject to
certain restrictions as stated in the 2004 Plan.

         Awards under the 2004 Plan may be made to employees, directors and
consultants of SiVault Systems, Inc. or its subsidiaries, as selected by the
2004 Plan's administrator. The approximate number of persons who are currently
eligible to participate under the 2004 Plan is 30, which includes 15 employees,
7 directors and 5 consultants. As of June 30, 2004 no options to purchase shares
had been issued to employees under the 2004 Plan.

         EQUITY COMPENSATION PLANS

         The following table sets forth certain information as of the fiscal
year ended June 30, 2004 with respect to our compensation plans (including
individual compensations arrangements).


                                       -11-
<PAGE>

                 EQUITY COMPENSATION PLAN INFORMATION TABLE (1)
<TABLE>
<CAPTION>

------------------------------ ---------------------------- ---------------------------- ---------------------
                                           (a)                          (b)                      (c)
------------------------------ ---------------------------- ---------------------------- ---------------------
                                                                                             Number of
                                                                                             securities
                                                                                              remaining
                                                                                            available for
                                         Number of                                          future issuance
                                      securities to be                                        under equity
                                        issued upon              Weighted-average          compensation plans
                                        exercise of              exercise price of            (excluding
                                        outstanding                outstanding                securities
                                      options, warrants          options, warrants           reflected in
Plan Category                            and rights                 and rights                column (a))
------------------------------ ---------------------------- ---------------------------- ---------------------
<S>                                 <C>                         <C>                              <C>
Equity
compensation plans
approved by                           ______                      _____                          2,250,000
security holders
------------------------------ ---------------------------- ---------------------------- -----------------------
Equity
compensation plans
not approved by
security holders                      ______                      _____                           _____
------------------------------ ---------------------------- ---------------------------- -----------------------
Total
------------------------------ ---------------------------- ---------------------------- -----------------------
</TABLE>

         (1) The company adopted a stock option plan on April 30, 2004. No
options were issued under the plan during the 2004 fiscal year. The company has
reserved 2,250,000 shares for issuance under the plan.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         The following table indicates how many shares of common stock were
beneficially owned, as of September 22, 2004 by (1) each person known by us to
be the owner of more than 5% of the outstanding shares of common stock, (2) each
director, (3) each executive officer named in the Summary Compensation Table and
(4) all directors and executive officers as a group. In general, "beneficial
ownership" includes those shares a person has the power to vote or the power to
transfer, and stock options and other rights to acquire common stock that are
exercisable currently or become exercisable within 60 days. For purposes of
computing the percentage of outstanding shares held by each person or group of
persons named above on September 22, 2004, any security which such person or
group of persons has the right to acquire within 60 days after such date is
deemed to be outstanding for the purpose of computing the percentage ownership
of such person or persons, but is not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person. Except as indicated,
the persons named in the table below have sole voting and investment power with
respect to all shares shown as beneficially owned by them. We based our
calculation of the percentage owned on September 22, 2004 by our officers and
directors as a group as being 5,372,957 shares of the 14,011,693 shares of
common stock outstanding.

<TABLE>
<CAPTION>
                                                              AMOUNT AND NATURE OF    PERCENT
                                                                  BENEFICIAL            OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                          OWNERSHIP(2)         CLASS
------------------------------------------------------       --------------------     --------
<S>                                                                <C>                  <C>
Gesture Recognition Technologies                                   1,130,124            8.07%
International Limited
c/o CIBC Trust and Merchant Bank
(Barbados) Limited
Bank Warrens Street,
Michael's Bar, Barbados (3)

</TABLE>



                                       -12-
<PAGE>

<TABLE>
<S>                                                                <C>                  <C>
Wayne Taylor (4)                                                   1,179,124            8.42%

Allan Gibbins (11)                                                    50,000                *
212 Westridge Drive
Kleinberg, ON Canada

Synergex Group LLC (5)                                             1,163,936            8.31%
16 Old Mill Road
Greenwich, CT

Gerard E. Munera (6)                                               1,390,936            9.93%
16 Old Mill Road
Greenwich CT


Emilian Elefteratos (7)                                            1,040,000            7.42%


Igor Schmidt (12)                                                  1,040,000            7.42%

Chris Farnworth                                                      294,883            2.10%

Ken Taylor                                                            50,000                *

David Dalton (8)                                                     100,000                *


Elaine Bloom (9)                                                      71,875                *

Stuart Platt (10)                                                     50,000                *

All officers and directors as a group                              5,372,957           38.35%
(10 individuals)

</TABLE>

         * Indicates less than 1% of the outstanding shares of the Company's
common stock

---------------

1.  Except as otherwise noted, the address of each beneficial owner is c/o
    SiVault Systems, Inc., 500 Fifth Avenue, Suite 1650, New York, New York,
    10110.

2.  Except as otherwise noted in the footnotes to this table, the named person
    owns directly and exercises sole voting and investment power over the shares
    listed as beneficially owned by such persons. Includes any securities that
    such person has the right to acquire within 60 days pursuant to options,
    warrants, conversion privileges or other rights.

3.  Shares are owned by the GRT Family Trust established by Mr. Taylor and as to
    which he maintains beneficial ownership.

4.  Includes shares owned by the GRT Trust as to which Mr. Taylor maintains
    beneficial ownership; does not include options to purchase 25,000 shares of
    common stock which are exercisable within 60 days and which were granted to
    Mr. Taylor in October 2004.

5.  Synergex Group LLC ("Synergex")is a family holding company as to which Mr.
    Gerard Munera serves as Managing Partner and owns an approximately 17%
    beneficial interest.

                                       -13-
<PAGE>

6.  Includes 1,113,936 shares owned by Synergex. Does not include 400,000 shares
    that he may acquire upon exercise of a warrant more than 60 days after
    November 30, 2004 or options to purchase 25,000 shares of common stock
    granted to Mr. Munera in October 2004.

7.  Does not include options to purchase 25,000 shares of common stock which
    were granted to Mr. Elferatos in October 2004.

8.  Does not include options to purchase 25,000 shares of common which were
    granted to Mr. Dalton in October 2004.

9.  Does not include options to purchase 25,000 shares of common stock which
    were issued to Ms. Bloom in October 2004.

10. Does not include options to purchase 25,000 shares of common stock issued to
    Mr. Platt in October 2004.

11. Does not include options to purchase 25,000 shares of common stock issued to
    Mr. Gibbins in October 2004.

12. Does not include options to purchase 25,000 shares of common stock issued to
    Mr. Schmidt in October 2004.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        On June 11, 2002, Synergex Group LLC ("Synergex") (of which Gerard
Munera, a director of our Company is managing partner and a member) loaned the
Company $1,000,000 to facilitate the acquisition of Lightec. The note bore
interest at 9% and originally matured on December 31, 2002.

        Pursuant to an agreement dated September 12, 2003, the Company was
required to pay the following:

        i) The principal plus all interest accrued in the outstanding principal
balance at the rate of 9% per annum from the date of receipt of the first
payment related to the Lightec's Bridgeport School contract until paid in full;

        ii) 7.4% of all money received on account of the Bridgeport School
contract until paid in full.

        The note was secured by certain Lightec assets. On May 25, 2004, the
Company agreed to grant a warrant to Synergex to purchase 400,000 shares of
common stock at a price of $2.50 for a period of two years, in, order to extend
the initial repayment terms of the note by three months.

        On June 24, 2004, the Company entered into a settlement agreement with
Synergex. Under the terms of the settlement, Synergex was issued 485, 484 shares
(48,548 of these shares were directed to legal counsel) of common stock of the
Company valued at $2.00 per share, in exchange for surrender of the note with
the remaining balance due of $970,968.

         On July 2, 2004, we borrowed $150,000 from Synergex Group LLC (and a
former officer and director of the Company) to provide short term financing for
paying off a loan from a stockholder. The notes evidencing these loans are
unsecured and re-payable on demand on or after July 2, 2005 with an interest
rate of 1% above LIBOR. We believe that the term of these loans from Synergex
are as favorable to us as those which we could have obtained from an
unaffiliated party.

         On June 28, 2002 in connection with the acquisition of Lightec,
200,000 shares of common stock were issued and a $200,000 fee was accrued to
Chris Farnworth, our Vice President for Business Development, as a finder's fee,
under the terms of his December 15, 2001 consultancy agreement with us. This
amount was subsequently converted into shares.

         On June 30, 2002, the Company issued a convertible debenture to
Edinburgh Investments LLC ("Edinburgh") in the amount of $1,680,000. The
debenture is secured in the first priority against the revenues and assets of
the Lightec business. The debenture matured on June 30, 2003 and accrued
interest at 10% payable quarterly.

         On August 29, 2003, Edinburgh obtained a court order for settlement
against the Company requiring the Company to pay the following:

         i) pay Edinburgh $50,000 on each of October 31, 2003, November 28, 2003
and December 31, 2003 ($150,000 paid);

         ii) pay Edinburgh the principal plus all interest accrued on the
outstanding principal balance at the rate of 18% per annum from June 28, 2002
until paid in full. All outstanding principal and accrued interest shall be paid
to Edinburgh no later than December 31, 2004.

         iii) pay Edinburgh the accrued interest for December 31, 2003 onward on
January 5, 2004, April 5, 2004, July 15, 2004 and October 5, 2004;

         iv) pay Edinburgh 15% of all funds received from the Bridgeport School
contract until the principal and interest is fully paid

          v) delivered to Edinburgh a five year warrant to purchase 672,000
shares of common stock at an exercise price of $3.00 per share in consideration
of extending the maturity date to December 31, 2004.


                                       -14-
<PAGE>

         The current balance due to Edinburgh is $1,375,318. The Company
intends to pay this indebtedness in full on or before December 31, 2004.

          From time to time, we have obtained advances from certain officers.
Between February 18, 2002 and May 24, 2002, Wayne Taylor, our Chief Financial
Officer until April 1, 2002 and a promoter of our company, advanced $72,519 to
us. Mr. Taylor has converted these amounts owed into shares.

         On May 15, 2002, we sold shares of our common stock for $0.10 per share
to David Alexander, our then-Chief Financial Officer (150,000 shares), Stephen
Henry, our then-Secretary, (280,000 shares) and Wayne Taylor, then a promoter of
our company (400,000 shares).

         Certain Officers, employees have converted deferred compensation due to
them into common shares of the Company

         These include;

         Chris Farnworth:           Amount Converted to shares  $ 231,813

         Wayne Taylor:              Amount Converted to shares  $ 114,549





                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and officers, and persons who beneficially own more than
ten percent of a registered class of our equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons that no other reports
were required for those persons, we are not aware of any failure to file reports
or report transactions in a timely manner during the fiscal year ended June 30,
2004.

ITEM 13. EXHIBITS.

The following exhibits are included as part of this report:

Exhibit
Number        Title of Document
------        -------------------
2.1           Stock Purchase Agreement dated July 9, 2004 among the registrant
              and all shareholders of SiVault Analytics, Inc. (Incorporated by
              reference to the registrant's report on Form 8-K filed on July 20,
              2004)*



                                       -15-
<PAGE>

3.1           Amended and Restated By-Laws of the registrant. (Incorporated by
              reference to Exhibit 3.1 to the registrant's report on Form 10-Q
              filed on June 4, 2004)*

10.1          2004 Incentive Stock Plan of the registrant. (Incorporated by
              reference to the Registrant's Proxy Statement on Schedule 14A
              filed on April 19, 2004)*

10.2          Settlement Agreement dated June 4, 2004 among the registrant,
              MaryAnne Richard, Michael Richard and Lightec Communications
              Corp.(Incorporated by reference to the registrant's report on Form
              8-K filed on June 8, 2004)*

10.3          Warrant in favor of MaryAnne Richard to purchase 400,000 shares
              expiring May 6, 2006 (Incorporated by reference to the
              registrant's report on Form 8-K filed on June 8, 2004)*

10.4          Settlement Agreement dated June 23, 2004 between the registrant
              and Synergex Group, LLC (Incorporated by reference to the
              Statement on Schedule 13D filed by Synergex Group LLC and Gerard
              Munera on July 1, 2004)*

10.5          Sublease dated September 24, 2004 between the registrant and
              Euclid Network Solutions for San Jose facility.*

10.6          Exclusive Distribution and Partnership Rights Agreement dated
              August 15, 2003 between the registrant and WonderNet, Ltd.*

10.7          Strategic Partnering and ASP License Agreement effective as of May
              13,2004 between SiVault Analytics, Inc. and Viaquo Corporation.*

10.8          ISV and Reseller License Agreement effective May 13, 2004 between
              SiVault Analytics, Inc. and Communications Intelligence
              Corporation.*

10.9          Reseller Agreement effective May 13, 2004 between Hypercom
              U.S.A.,Inc. and SiVault Analytics, Inc.*

10.10         Agreement dated March 2, 2004 for Purchase and Sale of Assets
              between SiVault Analytics, Inc. and @POS.com, Inc.*

10.11         Master Agreement effective September 15, 2004 between Opus
              Software Solutions Pvt. Ltd and the registrant.*

10.12         Software License and Strategic Alliance Agreement effective
              September 2004 between Intelli-Check, Inc. and the registrant.*

10.13         Strategic Alliance and Exclusive Management Agreement effective
              September 22, 2004 between Rycom CCI Inc. and the registrant.*

21.1          List of Subsidiaries of the registrant.*

31.1          Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
              Officer.**

                                       -16-
<PAGE>

31.2          Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial
              Officer.**

32.1          Section 1350 Certification of Chief Executive Officer.**

32.2          Section 1350 Certification of Chief Financial Officer.**


*  PREVIOUSLY FILED
** FILED HEREWITH





ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to Independent Accountants for 2004 and 2003

         The total fees and related expenses for professional services provided
by the Company's independent registered public accounting firms Amisano Hanson,
and Miller Ellin and Company, LLP for the fiscal years ended June 30, 2003 and
2004 are presented in the table below.

                                Year ended May 31
                                   -----------

                               2004 Fees 2003 Fees
                               -------------------

               Audit Fees    $  95,937    $ 81,378
       Audit Related Fees    $    -0-     $    -0-
                 Tax Fees    $    -0-     $    -0-
           All Other Fees    $    -0-     $    -0-

         The Audit Fees listed above were billed in connection with the audit of
our financial statements for the fiscal year and the review of the financial
statements included in our quarterly reports on Forms 10--QSB for the fiscal
year.

















                                       -17-
<PAGE>






                                   SIGNATURES

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

                                    SiVault Systems, Inc.

                                    By: /s/ Emilian Elefteratos
                                    ------------------------------
                                    Emilian Elefteratos, Chief Executive Officer
                                    Dated: October 28, 2004

         In accordance with the 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.


Name                                  Capacity                       Date
----------------------- -----------------------------------    -----------------

                        Chief Executive Officer, President
                        and Director (principal executive
/s/ Emilian Elefteratos officer)                               October 28, 2004
----------------------- -----------------------------------    -----------------
Emilian Elefteratos

                        Interim Chief Financial Officer
                        (principal financial and
/s/ Wayne Taylor        accounting officer) and Director       October 28, 2004
----------------------- -----------------------------------    -----------------
Wayne Taylor

                        Chief Strategy Officer and
/s/ Igor Schmidt        Director                               October 28, 2004
----------------------- -----------------------------------    -----------------
Igor Schmidt


/s/ Elaine Bloom        Director                               October 28, 2004
----------------------- -----------------------------------    -----------------
Elaine Bloom


/s/ Gerard Munera       Chairman of the Board of Directors     October 28, 2004
----------------------- -----------------------------------    -----------------
Gerard Munera


/s/ Allan Gibbins       Director                               October 28, 2004
----------------------- -----------------------------------    -----------------
Alan Gibbins


/s/ Stuart Platt        Director                               October 28, 2004
----------------------- -----------------------------------    -----------------
Stuart Platt


/s/ David Dalton         Director                              October 28, 2004
-----------------------  ----------------------------------    -----------------
David Dalton


/s/ Ken Taylor           Director                              October 28, 2004
-----------------------  ----------------------------------    -----------------
Ken Taylor



                                       -18-