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

                          FORM 10-KSB (AMENDMENT NO. 1)


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

                      FOR  FISCAL  YEAR  ENDED:  JUNE  30,  2003

                                       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  000-30711
                                    ---------


                            Security  Biometrics,  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.)


        1030  West  Georgia  Street,  Suite  1410, Vancouver, BC V6E 2Y3, Canada
            -------------------------------------------------------
            (Address  of  principal  executive  offices)     (Zip  Code)

Issuer's  telephone  number     604  685  7749
                                ------------------

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

Securities  registered  under  Section 12(g) of the Act: Common Stock, par value
                                                         -----------------------
$.001  per  share
  ---------------

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     X     No
                                                                      ---

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.  [X  ]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $  1,147,140


          As of June 30, 2003, there were 124,296,257 shares of the registrant's
          common  stock,  par  value  $0.001  issued  and outstanding. Of these,
          39,600,953  shares  are  held by non affiliates of the registrant. The
          market  value  of securities held by non-affiliates is approximately $
          5,742,138  based on an assumed market value per share of $ 0.145 based
          on the recent sale price per share of the registrant's common stock on
          November  14,  2003.

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



<PAGE>

                       DOCUMENTS  INCORPORATED  BY  REFERENCE

If  the following documents are incorporated by reference, briefly describe them
and  identify  the  part  of  the Form 10-KSB (e.g., Part I, Part II, etc.) into
which  the document is incorporated:  (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b) or (c) of the Securities Act of 1933, as amended ("Securities Act")
--  N/A.

<TABLE>
<CAPTION>
                                TABLE  OF  CONTENTS

ITEM  NUMBER  AND  CAPTION                                                 PAGE
--------------------------                                                 ----
<S>       <C>                                                              <C>

          Special  Note  Regarding  Forward-Looking  Statements               3

PART I

    1.    Description of Business                                             3

    2.    Description of Property                                             5

    3.    Legal Proceedings                                                   5

    4.    Submission of Matters to a Vote of Security Holders                 5

PART II

    5.    Market for Common Equity and Related Stockholder Matters            6

    6.    Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                               7

    7.    Financial Statements                                                9

    8.    Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                9

PART III

    9.    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act                  10

   10.    Executive Compensation                                             12

   11.    Security Ownership of Certain Beneficial Owners and Management.    14

   12.    Certain Relationships and Related Transactions                     16

   13.    Exhibits and Reports on Form 8 K                                   16

   14.    Controls and Procedures                                            17

</TABLE>


                                        2
<PAGE>

                SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

     Except  for  historical  information,  this report contains forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of 1934.  Such forward-looking
statements  involve  risks  and  uncertainties,  including,  among other things,
statements  regarding  our  business  strategy,  future revenues and anticipated
costs  and  expenses.  Such  forward-looking  statements  include, among others,
those  statements  including  the  words  "expects",  "anticipates",  "intends",
"believes"  and  similar  language.  Our actual results may differ significantly
from  those  projected  in  the  forward-looking statements.  Factors that might
cause  or  contribute to such differences include, but are not limited to, those
discussed  in  the  section  "Management's  Discussion and Analysis of Financial
Condition  and  Results  of  Operations".  You should carefully review the risks
described  in  other documents we file from time to time with the Securities and
Exchange  Commission.  You  are  cautioned  not  to  place undue reliance on the
forward-looking  statements, which speak only as of the date of this report.  We
undertake no obligation to publicly release any revisions to the forward-looking
statements  or  reflect events or circumstances after the date of this document.


                                     PART  I

DESCRIPTION  OF  BUSINESS

         BUSINESS

         Our  objective  is  to become a leading provider of biometric solutions
for  improved  security.

LICENSE  FOR  BIOMETRIC  SIGNATURE  AUTHENTICATION

     On  April  20,  2002,  we  were granted an exclusive license which included
rights  to  use,  market,  sell,  distribute  and  commercially exploit in North
America,  including Mexico, Central America, Bermuda, and the Caribbean Islands,
the  products  and  other  applications  of  the PenFlow(TM) Biometric Signature
Authentication  technology  developed  by  WonderNet,  Ltd., an Israeli company.
WonderNet  has  granted  us  a  right of first refusal to acquire the issued and
outstanding  shares  of  WonderNet.  We  market the PenFlow technology under the
brand  name  "Signature  Secure"  powered  by  PenFlow(TM).

     The  personal  signature,  by its nature, is a series of one of a kind hand
gestures.  The  repeated  gestures, along with subtle variations that occur each
time  an individual signs, are unique to that individual. It is because of these
subtle  variations,  that two signatures by one person can never be the same. By
accumulating  a  series  of  signatures  for an individual, an accurate personal
profile  for  authentication  can  be  created.

     Signature  Secure  powered  by  PenFlow(TM)  consists of a database of user
profiles and enables remote and local access to the database using the internet,
smart  cards,  or  LAN  connections  to  verify  signatures by comparison to the
database. Under the PenFlow(TM) system you must first register your signature by
writing  your name several times on a special pad using the PenFlow(TM) software
so  that  the  system  can  learn  your  signature. Once your signature has been
recorded  by  the  PenFlow(TM)  system  it  becomes your unique pass or personal
identification and when you subsequently sign your name to enter into a software
controlled  system,  the  biometrics  of  your  signature  is  compared  to  the
PenFlow(TM) database where your signature can either be accepted or rejected. We
believe  that  based  on  WonderNet's  experience  utilizing  the  PenFlow(TM)
technology  for  certain  applications  in Israel, that PenFlow(TM) is reliable,
user  friendly,  and  secure.  PenFlow(TM)  meets  the  requirements  of the new
electronic  signature  laws  in  the  United  States.

     To  obtain  the license for the PenFlow(TM) technology, we issued 2,500,000
shares  of  our  common stock to WonderNet and agreed to pay WonderNet a royalty
equal to 5% of the gross sale proceeds from the sale of PenFlow(TM) products and
applications.  WonderNet  has  the  right  to  terminate  the  license

     o    immediately  upon  the occurrence of certain events of our bankruptcy,
          insolvency,  receivership,  liquidation  or  cessation  of  business

     o    if  we  fail to make payments due under the license agreement after 90
          days'  written  notice  of  default

     o    after  90  days,  if  we  fail  to  comply  with  any  other  material
          responsibility or obligation under the license agreement after 30 days
          written  notice of default, or if we do not take and diligently pursue
          reasonable  steps  to  cure  such  default.

                                        3
<PAGE>

Due  to  the  nature  of  market  conditions  during the financial year 2003 the
commercial  development  of  Penflow was slower than anticipated and resulted in
write  downs associated with the Wondernet License, see financial statements and
notes  to  financial  statements.  However, we believe the commercial outlook is
strong  enough  to have subsequently justified a renewal of licensing agreements
in  August  2003.

LIGHTEC  COMMUNICATIONS

     On June 14, 2002, we acquired Lightec Communications, Inc. through a merger
with  a  wholly-owned  subsidiary  formed  by  us.  Lightec  is  a  provider  of
telecommunications  design,  installation  and  information technology services.
Lightec's  customer  base  includes  governmental  units,  particularly  school
districts.  We  believe  that  Lightec's  experience  in  bidding for government
contracts  and  its  relationships with governmental units may provide marketing
opportunities  for  Penflow.  The  merger  consideration consisted of 19,000,000
shares of our common stock and $4,000,000 in cash. 18,000,000 shares were issued
to  Maryanne  Richard  and  1,000,000 shares were issued to Dr. Nabil El-Hag. We
financed  the  cash portion of the merger consideration through the issuance and
sale  of  our  9%  promissory notes, each in the principal amount of $1,000,000.
These  were  issued  to  an  investment  partnership  of  which Gerard Munera, a
director  of  our  company, is the managing partner and to Maryanne Richard, the
owner  of  Lightec. Further financing of the deal was obtained through cash flow
from  the  operations  of Lightec's business and the sale of 7,083,333 shares of
our  common  stock  (at  $0.12  per  share).  We also entered into an employment
agreement  with  the  manager  of  Lightec under which we will pay him an annual
salary  of  $150,000  and  performance  related  bonuses  2002,  2003  and 2004.

     Lightec's projects involve design and installation of cable and fiber optic
networks.  Lightec's  clients  include  educational  institutions,  including
universities  and  local  school  systems,  governmental entities, hospitals and
corporations.

     Lightec's  target  market  includes  government, manufacturers, processors,
utilities,  banks,  schools,  universities,  research  complexes,  media
conglomerates,  securities  and commodities exchanges, law firms, consulting and
research  organizations  and  transportation  service  companies.

     Lightec  competes  on the basis of quality versus price. Lightec's services
are  largely  delivered through long term subcontractors and temporary staff. In
the  information  technology  sector,  Lightec competes with large-scale project
firms  such  as  Verizon  and  SNET  rather  than maintenance shops or equipment
resellers.  In  the general installation business Lightec competes with 20 to 30
small  regional/local  premise-wiring  providers.  In  the  fiber optic splicing
market,  Lightec  competes  with  national and regional firms. Lightec views its
real  competition  as  the  turnkey  solution  providers  who  can  retain  the
value-added  service  contracts ensuring the longevity of the solution provided.

     Lightec  relied  on  three  customers for the majority of its revenues. The
largest of these customers accounts for over half of Lightec's revenues. Lightec
is under contract to provide supplies and services to this customer for the next
three  years.  If  Lightec  were  to  be  unable to supply requisite products or
provide  the needed services to any of these three customers, or if any of these
customers  became  unable to finance the continued acquisition of these supplies
and  services,  the  impact  on  Lightec's  earnings  would  be  significant.
Confirmation of the release of funds by customer in excess of $6 million for the
2003-2004  was  received  after  2003  year  end.

TERMINATION  OF  OPTIONS  TO ACQUIRE LICENSES FOR GESTURE RECOGNITION TECHNOLOGY
DEVELOPED  BY  DSI  DATOTECH  SYSTEMS,  INC.

     In  2002  we  elected  not  to  exercise  the option held by our Biometrics
Security  subsidiary  to  acquire an exclusive worldwide royalty-free license to
exploit  the  gesture  recognition technology developed by DSI Datotech Systems,
Inc. for banking and financial transactions and we do not intend to exercise the
option  held by our NetFace subsidiary to acquire an exclusive word-wide license
for  video  games  and  Internet  television.

     The exercise price of the option for the banking and financial transactions
application was $8,000,000, of which we paid DSI $320,000. The exercise price of
the  option  for  the  video  games  and  Internet  television  application  is
$5,000,000,  of  which  we  have paid $200,000. Although DSI did provide us with
certain  working  prototypes, we did not believe that any of the prototypes were
readily marketable. However this technology will be reviewed in 2004 with a view
to  bringing  this  technology  to  the  commercial  market.

HISTORY

     We were incorporated in the State of Nevada on March 12, 1999 as Great Bear
Resources,  Inc.  On May 25, 1999, we changed our name to Great Bear Investments
Inc.  On  August  11,  2000, we changed our name to Security Biometrics, Inc. On
August  25, 2000, we acquired all of the outstanding capital stock of Biometrics
Security  in  a  share  exchange  with  its  shareholders.  Gesture  Recognition
Technologies  International  Limited  received  37,500,000  shares of our common
stock  in  exchange  for  the  500,000 shares of Biometrics Security's preferred
stock,  and  the  holders  of  the  common stock of Biometrics Security received
757,675 shares of our common stock in the share exchange. Upon completion of the


                                        4
<PAGE>

share  exchange, Biometrics Security became our wholly-owned subsidiary. On June
29,  2001, we acquired all of the outstanding membership interests of NetFace in
exchange  for  an  aggregate  of 20,000,000 shares of our common stock All share
information in this report gives effect to a four-for-one forward stock split to
shareholders  of  record  on  August  28,  2000.

EMPLOYEES

         As  of  November  1st,  2003,  we had eight (8) full-time employees and
nine  (9)  part-time  employees, none of whom is represented by any labor union.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     We  occupy  approximately  2,500  square  feet  of  space at 1410-1030 West
Georgia  Street,  Vancouver,  British  Columbia,  Canada, under a lease expiring
March  31,  2004,  at  a  base  rent  of approximately $2,400 per month. We also
sublease  approximately 1,000 square feet of serviced space at 650 5th Avenue on
a  month  to  month basis for approximately $2,500 per month. We hold a one year
lease  on  office  space  in  Wainscott,  NY  under at a cost of $500 per month.
Lightec  rents  the  space required to support its functions on a month to month
basis.  We  believe  that the locations and arrangements are highly suitable and
provide  adequate capacity and resources for the business at the current time. A
reduction  in  capacity  may  be  considered upon the expiration of the lease in
Vancouver.

ITEM  3.  LEGAL  PROCEEDINGS

Subsequent to the financial year 2003 legal proceedings between Edinburgh llc, a
creditor,  and Security Biometrics, Inc. were brought a close with a settlement.

Neither  we,  nor  any  of  our  subsidiaries,  is a party to any other material
legal  proceeding,  nor, to our knowledge, is any material litigation threatened
against  us
or  our  subsidiaries.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     None.


                                        5
<PAGE>

                                     PART  II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

MARKET  INFORMATION.

     Our  common  stock  is  traded  in the over-the-counter market and has been
quoted  on  the  OTC Bulletin Board under the symbol "SBTI" since June 12, 2001.
From September 1, 2000 to June 11, 2001, our common stock was quoted in the Pink
Sheets.  The  following  table  presents  the  range  of  the  high  and low bid
quotations  for our common stock as reported for each quarter beginning July 27,
2000  when  the  stock  was  first  quoted. Such quotations reflect inter-dealer
prices  without  adjustments for retail mark-up, markdown or commissions, and do
not  necessarily  represent  actual  transactions.

<TABLE>
<CAPTION>
PERIOD                                                                  HIGH        LOW
------                                                                 ------       ------
<S>                                                                    <C>          <C>
APRIL 1, 2003 - JUNE 30, 2003                                           $0.18       $0.10
JANUARY 1, 2003 - MARCH 30, 2003                                        $0.14       $0.07
OCTOBER 1, 2002 - DECEMBER 31, 2002                                     $0.18       $0.14
JULY 1, 2002 - SEPTEMBER 30, 2002                                       $0.19       $0.08

APRIL 1, 2002 - JUNE 30, 2002                                           $0.25       $.007
JANUARY 1, 2002 - MARCH 31, 2002                                        $0.25       $0.075
OCTOBER 1 - DECEMBER 31, 2001                                           $2.55       $0.30
JULY 1 - SEPTEMBER 30, 2001                                             $5.25       $2.35

APRIL 1 - JUNE 30, 2001                                                 $4.95       $2.25
JANUARY 1 - MARCH 31, 2001                                              $6.625      $2.50
OCTOBER 1 - DECEMBER 31, 2000                                           $6.25       $5.00
JULY 27 - SEPTEMBER 30, 2000                                            $14.00      $4.00
</TABLE>

HOLDERS

     As  of  August  1st,  2003,  our  common  stock was owned by 216 holders of
record.

DIVIDENDS


     We have never declared or paid any cash dividends. It is our present policy
to  retain  earnings  to finance the growth and development of the business and,
therefore,  we  do  not  anticipate  paying  dividends  on  common  stock in the
foreseeable  future.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     The  following sets forth certain information regarding sales of, and other
transactions  with  respect to, our securities issued during the year ended June
30, 2003, which sales and other transactions were not registered pursuant to the
Securities  Act  of  1933.  Unless  otherwise  indicated,  no  underwriters were
involved  in  such  transactions.

1.   From  March  25, 2002 to September 16, 2002, we issued a total of 2,560,000
     shares  of  our  common stock to seven persons for consulting services. The
     issuance  of  these shares was exempt from the registration requirements of
     the  Securities  Act  under  Section  4(2).

2.   From  June  30,2002  to  September  30,  2002, we issued a total of 763,740
     shares  of  our  common  stock  for  a total of $114,561 ($0.15 per share).
     The  issuance  and  sale  of  these shares was exempt from the registration
     requirements  of  the  Securities  Act  under  Regulation  S.

3.   From  September 30, 2002, to December 31, 2002 we issued a total of 780,000
     shares  of  our  common  stock  for  a total of $117,000 ($0.15 per share).
     The  issuance  and  sale  of  these shares was exempt from the registration
     requirements  of  the  Securities  Act  under  Regulation  S.

4.   From  December  31,  2002  to March 30, 2003 we issued a total of 1,768,333
     shares  of  our  common  stock  for  a total of $265,250 ($0.15 per share).
     The  issuance  and  sale  of  these shares was exempt from the registration
     requirements  of  the  Securities  Act  under  Regulation  S.

5.   From  March  30,  2003  to  June  30,  2003  we  issued  a total of 100,000
     shares  of  our  common  stock  for  a total of $12,500 ($0.125 per share).
     The  issuance  and  sale  of  these shares was exempt from the registration
     requirements  of  the  Securities  Act  under  Regulation  S.


                                        6
<PAGE>

     With  respect  to  the  sales made in reliance on the exemption afforded by
Section  4(2)  of the Securities Act, (i) no advertising or general solicitation
was  employed  in offering the securities, (ii) the securities were offered to a
limited  number  of  individuals  and  the  transfer  thereof  was appropriately
restricted  by  us,  (iii)  all purchasers were sophisticated investors who were
capable  of  evaluating the merits and risks of the investment and had access to
the  type of information that would be included in a registration statement with
respect  to  the  securities  and  (iv)  each  purchaser  represented  that  the
securities  were  acquired  for  investment  and  not  with a view to re-sale in
contravention  of  the  registration  provisions  of  the  Securities  Act.


                                        7
<PAGE>

                                          PART  III

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

     When  used  in  this  Form  10-KSB,  the  words  "anticipated", "estimate",
"expect",  and  similar  expressions  are  intended  to identify forward-looking
statements.  Such  statements  are  subject  to certain risks, uncertainties and
assumptions  including  the  possibility  that  we will fail to generate planned
revenues.  Should  one  or  more of these risks or uncertainties materialize, or
should  underlying  assumptions  prove  incorrect,  actual  results  may  vary
materially  from  those  anticipated,  estimated  or  projected.

     The  following  discussion and analysis of financial conditions and results
of  operation  should  be  read  in  conjunction with our consolidated financial
statements  and  notes  thereto  included  elsewhere  in  this  Form  10-KSB.

     Security Biometrics, Inc. was incorporated as Great Bear Resources, Inc. in
the  State  of  Nevada  on  March 12, 1999 and we changed our name to Great Bear
Investments,  Inc.  on  May 25, 1999. On August 11, 2000, we changed our name to
Security  Biometrics,  Inc.  We were a development state company whose objective
was  to  develop  market  under  license  and  distribute  dynamic  biometric
technologies  specific  to  the  security  applications of banking and financial
transactions,  including  dynamic  gesture  recognition  technology,  dynamic
signature  verification  and  voice  recognition.

     On  August  22, 2000, we entered into an option agreement with DSI Datotech
of  Vancouver, Canada. The exercise price of the option was $8,000,000, of which
we  paid  $320,000.  On  June  29,  2001,  we  acquired  all  of the outstanding
membership  interests  of NetFace, LLC, a Connecticut limited liability company,
in exchange for 20,000,000 share of our common stock. NetFace holds an option to
acquire an exclusive worldwide, perpetual, royalty-free license to exploit DSI's
gesture  recognition  technology  for  video  games and Internet/television. The
exercise  price  of  the  option  is $5,000,000 plus a 20% Class B Membership of
NetFace.

     On  April  20,  2002,  the  Company  entered  into  an exclusive rights and
licensing  distribution and partnership agreement with WonderNet Ltd. of Israel.
Under this agreement, we became the exclusive distributor for North America, the
Caribbean  and  Mexico  of  WonderNet's  Penflow(TM)  patented  and  proprietary
Biometric  Signature Authentication ("BSA") software engine, which consists of a
database  of  user  profiles  and enable remote and local access to the database
using  the  internet,  smart  cards,  or LAN connections to verify signatures by
comparison  to  said  database.  To  acquire  these  rights, we issued WonderNet
2,500,000  shares  of  common  stock  and  agreed  to pay WonderNet a 5 per cent
royalty  on  products  sold. Penflow's commercial performance led to write downs
associated  with  WonderNet  however, our confidence in the commercial prospects
for  this product going forward led us to renew the agreement in August 2003. We
anticipate  significantly  improved  commercial  performance  in  response  to
increased investment in sales and marketing of the product supported by revenues
from  Lightec  and  sales  of  securities.

     The agreement with WonderNet allows us to commence sub-licensing, marketing
a  proven  biometric  security  product.  We have decided to not to exercise our
options  with DSI Datotech at this time as we do not believe that the prototypes
delivered  to  us  are  market  ready  at  this  time. Consequently, the Company
expensed $320,000 in 2001 and the balance of the investment of $200,000 in 2002.

     In  order  to  assist in the development and support of providing biometric
security  solutions,  we  entered  into an agreement effective March 14, 2002 to
acquire  the  issued  and outstanding shares of Lightec Communications, Corp. of
Pleasant  Valley,  New  York.  Lightec  is  a  provider  of  high  quality
telecommunications  design,  installation  and  information technology services.
Lightec  was  established  in  1994  and  provides  quality  network  design,
installation,  and  maintenance  of  internal  building,  campus-wide,  local,
metropolitan  and  wide  area  network systems, in primarily in the northeastern
United  States.  On June 14, 2002, we closed the agreement to acquire Lightec by
issuing  19,000,000  shares  of  common  stock and paying $4,000,000 in cash. In
connection  with this acquisition, we issued 4,000,000 in shares of common stock
and  accrued $200,000 as finder's fees under a finder's fee agreement with Chris
Farnworth.  Lightec  has  a  portfolio  of  stable, long term contracts which we
forecast  will  generate  more  than  $6  million  in  financial  year 2004. The
anticipated  stability  of  these  revenues  has  allowed  SBTI to schedule debt
payments  against  this  income  stream  and take steps to stabilize the balance
sheet.  Furthermore, the stable margins that the Lightec Communications business
supports  we  believe  will  result  in  generation  of  free  cash flow for the
business.  In  addition  to  the  revenues  that  have been committed by Lightec
clients  we  believe  that there are reasonable grounds to believe that there is
potential  for some of the contracts to increase in scope and therefore value in
the  coming  financial  year.

     On  June  28,2002  we  entered  into an agreement to acquire the issued and
outstanding  shares  of  Datadesk  Technologies,  Inc.  of  Seattle, Washington.
Datadesk  was  in  the business of designing, manufacturing, and selling desktop
solutions, educational computing systems, and handheld and wireless devices. The
acquisition  was  closed  on  June  28,2000.  Security Biometrics, Inc's initial
strategy was to provide platform development of vertical solutions incorporating


                                        8
<PAGE>

Penflow  Biometric  Signature  Authentication  with innovative computer keyboard
products  being  delivered  by  Datadesk.  To  this  end, Security Biometrics in
conjunction  with  Datadesk  developed  EmedRX  to provide an electronic medical
prescription  solution  to  physicians and pharmacists, which was launched in Q1
2003.

     In  order  to focus the resources of SBI on its core Penflow technology and
the EmedRX application it was agreed to divest SBI of the remainder of Datadesk.
In  order  to  execute  the divestiture it was mutually agreed by SBI and Robert
Solomon,  (President  of  Datadesk  and  CTO  of  SBI)  to  cancel  Mr Solomon's
employment  agreement  with SBI and transfer ownership of Datadesk to PanPacific
for  a  consideration  of  $1,000,000.  The  effective date of the agreement and
transfer  of  ownership  was August 20th, 2003 and is reflected in a significant
reduction  in goodwill in our financial statements. However, the vertical sector
focus  has  resulted  in  the  appointment  of  Mr David Dalton as a director of
Security  Biometrics  and  chairman  of  EmedRX USA. Mr Dalton, who is currently
president  and  CEO  of Health resources, Inc (50,000 pharmacies under contract)
enjoys  other  roles  with  the  Sherman  Group,Medical  Service Agency, MEDNET,
Managed  Care RX, Univec among others. Mr Dalton's more than 30 years experience
in  the  sector  has  brought  excellent insight and we hope it will enhance our
penetration  in  this  market.

     In  order  to  grow  the  penflow  business  additional resources have been
allocated,  post  2003  year end, to market and sell the solution. We anticipate
that  these  resources  will  be  supported  by  free cash flow generated in the
Lightec  business,  however  we  forecast that in the short term some additional
financing  provided  by  the  sale  of  additional securities may be required to
support  these  efforts.  Our  analysis  suggests  that  the sales cycle for our
solution,  even  supported  by  additional  sales and marketing resources, is in
excess  of  three  months  because of the solution's impact on client's business
processes.  Therefore  we anticipate that the results of the investment in sales
and  marketing  efforts  may  not be reflected in our revenues until Q2 or Q3 of
financial  year  2004.

     Until  the  acquisition of Lightec, we were a development stage company. As
of  March  14,  2002,  with  the  acquisition  of Lightec we became an operating
company.  During  the  year  ended  June  30  2003  our  comprehensive  loss was
$13,575,873  or ($0.11) per share compared to June 30, 2002 ("YE2002"), when our
net  loss  was  $742,000  or $0.01 per share, reflecting charges associated with
divestiture  and  impairment  of  goodwill.

         At  June  30,  2003,  shareholder  equity  (deficiency)  $(6,814,397).

LIQUIDITY  AND  CAPITAL  RESOURCES

         During  the  YE2003  as compared to YE2002, our cash flow provided from
operations  decreased  from  $1,418,000  million  to ($898,510) million in 2003.
The  divestiture  of  Datadesk  had  a significant impact through the write-offs
associated  with  the  transaction.

     In  addition  to  the  cash  on  hand at the start of the year $615,702 was
raised  through  proceeds  from  the  issuance  of  common  stock.

     At June 30, 2003, we will require additional financing over the next twelve
months  to  fund  our  operations  and  satisfy our debt service obligations. We
anticipate  significant  cash  contributions  from  Lightec  but  believe  that
additional  cash  will  be  required from proceeds from sale of common stock and
other  sources.

     Payment of 10% convertible debentures in the principal amount of $1,680,000
issued  in  connection with the acquisition of Datadesk became due in June 2003.
This and payments of the notes issued in connection with the Lightec acquisition
are  secured  by the assets of Lightec. If we are unable to generate substantial
cash  flows  from the operations of Lightec and our other operations, and unable
to  obtain additional financing, or restructure the indebtedness relating to the
acquisitions,  our  ability  to  continue  the operation of these businesses and
expand  our  other  biometric  security  activities  may  be  severely impaired.


                                        9
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS

     The  financial  statements  and  supplementary  data are included beginning
immediately following the signature page to this report.  See Item 13 for a list
of  the  financial  statements  and  financial  statement  schedules  included.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.


                                       10
<PAGE>

                                    PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

EXECUTIVE  OFFICERS  AND  DIRECTORS

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

Michel Berty                     64           Chairman, Chief Executive Officer,
                                              President and  Director
William  Moore                   35           Chief  Financial  Officer
Christopher  Farnworth           53           Executive  Vice-President
David  Angus                     66           Director
Allan  Gibbins                   55           Director
Gerard  Munera                   67           Director
Ken  Taylor                      61           Director
Elaine  Bloom                    66           Director
Wayne  Taylor                    51           Director


     Each  director  is  elected to hold office until the next annual meeting of
stockholders  and  until  his  successor is elected and qualified. Our directors
receive  (CDN)  $1,000 for their attendance at each board meeting and (CDN) $500
for  each  telephonic  board  meeting.  It  was  resolved  at a board meeting on
September  18th  2003 in New York City that the directors would waive their fees
until  further  notice  .  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.

     Kenneth  Barr  was  a  Director from September 29, 2000 and Chief Executive
Officer  from  July 15 2000. On May 1, 2002, Mr. Barr was appointed as President
and  held  these  offices  until  his death on June 2nd 2003. As a result Michel
Berty  was  asked  by  the  board  to hold the dual offices of Chairman and CEO.
Michel  Berty  has  been  a  Director  since  April  24, 2002. Mr. Berty was the
Chairman and CEO of Cap Gemini USA from 1992 until he retired in April 1998. Mr.
Berty is currently president of M B Y Consultants which provides services to the
Information  Technology  industry.  Mr. Berty also acts as a director for Merant
Plc.  (NASDAQ),  Sapiens  (NASD),  iGate  Capital Corp (NASDAQ), Dataraid (OTC);
NetGain  (OTC);  Aserop  S.A. resigned(France) and Dust S.A. (France). Mr. Berty
was  educated  at  La  Sorbonne  in Paris France, where he received his Ph.D. in
physics  and  an  MBA.

     Wayne  Taylor  served  as Chief Financial Officer from 3rd March 2003 until
the  subsequent  appointment  of  William  Moore  September  1st 2003. Mr Taylor
continues  to  serve  the  board as a director and is president of FGH Insurance
Agencies  Ltd  and has developed both creditor insurance and specialist products
for  some  of the largest banks. Mr Taylor has held a senior management position
with  an  international  financial  institution.  AS  the international database
representative  for  OKRA,  Mr  Taylor successfully sold their software to major
financial  institutions. Mr Taylor's most recent success was the introduction of
internet  insurance  products  for  a  world  leader  in  sports  training.

     Christopher D. Farnworth has been our Executive Vice President in charge of
Corporate  Development  since  March  2002. From December 2001 through February,
2002,  Mr. Farnworth was a consultant to the Company. From 1993 through December
2001,  Mr. Farnworth was Chief Operating Officer, Vice President and Director of
Nostrad  Telecommunications  Pte  of  Singapore and as of September 1997 Nostrad
Telecommunications  Inc.  Nostrad  and  provided  wireless  cable,  and internet
solutions  to  developing  countries.  From  1998  to  2002, Mr. Farnworth was a
Director  of  the  Wireless Communications Association International ("WCAI"), a
non-profit  trade association that represent companies worldwide in the field of
wireless  broadband  services  over  fixed  terrestrial platforms. Mr. Farnworth
served on the Boards of Rystar Communications from March 1999 to September 2001,
and  on  Pinewood  Resources  Ltd.  from  July  1999  to  November  2001.

     The Honorable W. David Angus has been a Director since November 6, 2000. He
has  practiced law with the law firm of Stikeman Elliott since February 1963. He
was  appointed  Queens Counsel in December 1984. He is a senior partner and head
of  the  Shipping and Insurance Department in the Montreal office. Senator Angus
was  summoned  to the Senate of Canada in 1993. Senator Angus is a member of the
Standing  Senate  Committee on "Banking, Trade and Commerce" and a member of the
Standing  Senate Committee on "Transport and Communications." Senator Angus is a
Member  of  the  Montreal,  Quebec and Canadian Bar Associations. He is Honorary
Life  Member  of  the  Canadian  Maritime  Law  Association, of which he was the
President  from  1989  to  1992.  Senator Angus also serves as a Governor of the
International  Maritime Law Institute, Malta. He is an Associate Member and Past
Chairman  of  the  Association  of  Average  Adjusters  of Canada. He is also an
Associate  Member of the U.K., and U.S. Associations of Average Adjusters and of
the  Canadian Board of Marine Underwriters. Senator Angus serves on the Board of


                                       11
<PAGE>

Directors  of Air Canada, AON Reed Stenhouse Inc, Eastern Canada Towing Limited,
Eastern  Canadian  Tug  Owners  Association,  Madeg  Holdings  Inc,  Nymox
Pharmaceutical  Corporation (non-executive Chairman) Systech Retail Systems Inc,
AutoSkill  International  Inc.  and  3DVisit.com  Inc. (non-executive Chairman).

     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,
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.
since  December  2000  until  July  2002.

     Gerard  E.  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, store-fronts and office partitions, and
in  Estancia  El  Olmo,  a  large  cattle  ranch. From 1994-1996, Mr. Munera was
Chairman  and  CEO  of  Latin  American Gold Inc., a junior gold exploration and
mining  company  with  activities  in Ecuador and Venezuela. From 1991-1994, Mr.
Munera  was  president and CEO 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 was appointed director in July 8, 2003. Rep. Bloom has served
in  the  Florida  legislature  for  more than 18 years serving on many important
committees and subcommittees and authoring more than 100 major laws. Rep Bloom's
career  has  also  included  being  a radio talk show host, government relations
consultant, and fundraiser. Rep Bloom has served on the boards of ANDRX and been
general  partner  of  the  South  Florida  Broadcasting  Corporation.

     Ken  Taylor  has  been  a  Director since May 10, 2002. Mr. Taylor has been
active  as  an  independent  consultant  to clients on issues of political risk,
international  marketing and strategic accommodation with government. Mr. Taylor
serves  as  the  Chairman of Global Public Affairs, Inc., Chancellor of Victoria
University  of  the  University of Toronto, and serves as a director for several
companies.  Mr.  Taylor  was  the  former  Canadian  Ambassador  to  Iran,  and
consequently earned the Congressional Gold Medal from the United States, and the
Official  Order  of  Canada.  Mr.  Taylor  earned  an MBA from the University or
California  (Berkeley).

CERTAIN  LEGAL  PROCEEDINGS

To  the knowledge of the Company, there are no material proceedings to which any
director,  executive  officer  or  affiliate  of the Company, owner of record or
beneficially of more than 5% of any class of voting securities of the Company or
any  associate  of  any  such  director,  executive  officer or affiliate of the
Company  or  security  holder  is  a  party adverse to the Company or any of its
subsidiaries  or  has  a  material interest adverse to the Company or any of its
subsidiaries.

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 executive 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 believe that, during the period from July 1,
2002  through June 30, 2003, all filing requirements applicable to its officers,
directors,  and  greater  than ten percent beneficial owners were complied with.


                                       12
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

     Compensation  in excess of $100,000 for the fiscal year ended June 30, 2003
was  received  by  only  to  the  executive  officers  below.

The  following  table  sets  forth,  for  the  fiscal  year ended June 30, 2003,
compensation  awarded  to,  earned  by,  or  paid  to  those  officers.

<TABLE>
<CAPTION>
                                                                        Long  Term  Compensation
                                Annual  Compensation                  Awards               Payouts
                                                             Restricted   Securities             All Other
                                              Other Annual      Stock     Underlying     LTIP     Compen-
Name &                  -    Salary   Bonus   Compensation     Awards      Options/    Payouts     sation
Principal Position     Year  ($)       ($)         ($)           ($)       SARs (#)      ($)        ($)
<S>                    <C>   <C>      <C>     <C>            <C>          <C>          <C>       <C>
Ken Bar                2003  $187,800      -            -             -    1,500,000         -           -
President and Chief
Executive Officer

Chris Farnworth
Executive Vice         2003  $126,000      -            -              -     250,000         -           -
 President
</TABLE>

         OPTION/SAR GRANTS IN LAST FISCAL YEAR
         [INDIVIDUAL GRANTS]

The following table below contains certain information concerning stock
options/SARs granted to our executive officers during the
fiscal year ended June 30, 2003:

<TABLE>
<CAPTION>
                          Number of           %age of total
                          securities          options/SARs
                          underlying          granted to        Exercise or                 Market price on
                          options/SARS        employees in      base price    Expiration    Date of Grant
Name                      granted             fiscal year       ($/share)     Date
------------------------- ------------------- ----------------- ------------- ------------- ----------------
<S>                                  <C>                    <C>        <C>           <C>               <C>
Ken Barr                             500,000                8%         $0.11     Apr 29/04             $0.11
Ken Barr                           1,000,000               16%         $0.11      May 1/04             $0.11
Michel Berty                         400,000                           $0.11      Apr 28/04            $0.12
Chris Farnworth                      250,000                           $0.11      Apr 28/04            $0.12
Wayne Taylor                         450,000                           $0.11      Apr 28/04            $0.12
</TABLE>

 AGGREGATED OPTION/SAR EXERCISES DURING THE FISCAL YEAR-ENDED JUNE 30, 2002
                      AND FISCAL YEAR-END OPTION/SAR VALUES

     The  following  table  sets forth certain information concerning the number
and  value  of  securities  underlying  exercisable  and  unexercisable  stock
options/SARs  as  of  the  fiscal  year  ended  June  30,  2003 by the Company's
executives.

<TABLE>
<CAPTION>
                                                  Number of securities              Value of Unexercised
                       Shares acquired on        underlying unexercised        in-the-money options/SARS at
                            Exercise         options/SARS at fiscal year-end         Fiscal Year-End($) *
                    ------------------------ -------------------------------- ------------------------------
                                 Value
Name                Number       realized    Exercisable    Unexercisable     Exercisable    Unexercisable
------------------- ------------ ----------- -------------- ----------------- -------------- ---------------
<S>                 <C>          <C>         <C>            <C>               <C>            <C>
Ken Barr                340,909  $37,500     409,091
Wayne Taylor            450,000  $49,500     450,000
</TABLE>

*  The  closing price for our common stock on June 30, 2002 was $0.11 per share.

     In  2002  we  granted  Mr. Barr options to purchase 1,000,000 shares of our
common  stock  as an inducement to his employment. After Mr Barr's death in June
2003  Mr Michel Berty was appointed as chairman and CEO. He was awarded a salary
of  $180,000  per  annum  and  a  grant  of  400,000  options.

     Christopher  Farnworth  is  employed  as  our  Executive  Vice President --
Corporate  Development  under  an  agreement which expires in December 2003. His
base  annual  salary  is  $126,000.  He  was  awarded  250,000  options.


                                       13
<PAGE>

     Wayne  Taylor  employed as Chief Financial Officer until September 2003, he
received  a salary of 7,500/month and was awarded 450,000 options. William Moore
was  subsequently  appointed  Chief  Financial  Officer  in  September  2003 and
receives  a  salary  of  $6000/month, 300,000 share signing bonus deliverable in
January  2004  and  200,000  options.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

     The  following  table  sets  forth as of September 20, 2002, the beneficial
ownership  of our common stock, our only class of voting securities, by (i) each
person  who  is  known  to be the beneficial owner of more than 5% of our common
stock,  (ii)  each  of  our  directors,  (iii)  executive officers listed in the
Compensation  Table  and  (iv)  all our officers and directors as a group. As of
September  20,  2002,  we  had  outstanding  117,601,248 shares of common stock.

<TABLE>
<CAPTION>
----------------------------------------------------- ------------------------------- ----------------------
Name and address of beneficial owner                            Amount and nature of        Percent of Class
                                                            beneficial ownership (1)
----------------------------------------------------- ------------------------------- ----------------------
<S>                                                    <C>                            <C>
Kenneth Barr                                                           1,159,091 (2)                    1.4%
PO Box 56, RR4
Havelock, ON, Canada
----------------------------------------------------- ------------------------------- ----------------------
W. David Angus                                                           250,000 (3)                       *
1155 Rene Levesque Blvd.
Montreal, PQ, Canada
----------------------------------------------------- ------------------------------- ----------------------
Allan Gibbins                                                            250,000 (4)                       *
212 Westridge Drive
Kleinberg, ON Canada
----------------------------------------------------- ------------------------------- ----------------------
Gerard E. Munera                                                      10,830,000 (5)                    9.2%
16 Old Mill Road
Greenwich CT
----------------------------------------------------- ------------------------------- ----------------------
Gesture Recognition Technologies International                        37,000,000                       31.5%
Limited
c/o CIBC Trust and Merchant Bank
----------------------------------------------------- ------------------------------- ----------------------
(Barbados) Limited
Bank Warrens Street,
Michael's Bar, Barbados
----------------------------------------------------- ------------------------------- ----------------------
Michel Berty                                                          3,790,000  (6)                    3.2%
PO Box 466 Sayres Avenue
Wainscroft, New York
----------------------------------------------------- ------------------------------- ----------------------
Ken Taylor                                                              250,000  (7)                       *
1775 York Avenue, Apt. 29H
New York, New York
----------------------------------------------------- ------------------------------- ----------------------
Chris Farnworth                                                       3,440,000  (8)                    2.9%
1410 - 1030 West Georgia St
Vancouver, BC, Canada
----------------------------------------------------- ------------------------------- ----------------------
David Alexander                                                         660,000  (9)                       *
1410 - 1030 West Georgia St
Vancouver, BC, Canada
----------------------------------------------------- ------------------------------- ----------------------
Steve Henry                                                             730,000 (10)                       *
1410 - 1030 West Georgia St
Vancouver, BC, Canada
----------------------------------------------------- ------------------------------- ----------------------
Robert Solomon                                                        3,347,454 (11)                    2.1%
10598 Northeast Valley Road
Bainbridge Island, Washington
----------------------------------------------------- ------------------------------- ----------------------
Maryanne  Richard                                                    18,250,000 (12)                   15.5%
Suite 3, Charles Street
Pleasant Valley, New York
----------------------------------------------------- ------------------------------- ----------------------
Wayne Taylor                                                            850,000                            *
1410 - 1030 West Georgia Street
Vancouver, BC, Canada
----------------------------------------------------- ------------------------------- ----------------------
All officers and directors as a group (11 persons)                   43,397,454                        37.0%
----------------------------------------------------- ------------------------------- ----------------------
</TABLE>


                                       14
<PAGE>

*  Indicates  less  than  1%

(1)  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.

(2)  Includes  1,159,091  shares  that  he  may  acquire  upon exercise of stock
     options  prior  to  April  29,  2004.

(3)  Represents  250,000  shares  that  he  may  acquire  upon exercise of stock
     options  prior  to  April  29,  2004

(4)  Represents  250,000  shares  that  he  may  acquire  upon exercise of stock
     options  prior  to  April  29,  2004

(5)  Includes  250,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(6)  Includes  250,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(7)  Represents  250,000  shares  that  he  may  acquire  upon exercise of stock
     options  prior  to  April  29,  2004

(8)  Includes  250,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(9)  Includes  500,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(10) Includes  450,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(11) Includes  100,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004

(12) Includes  250,000 shares that he may acquire upon exercise of stock options
     prior  to  April  29,  2004


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     On  October  9th  and  13th  we  borrowed  $100,000  from  Synergex  Group
Partnership  (of  which  Gerrard  Munera, a director of our company, is managing
director) and Michel Berty our chairman and CEO to provide short finance for the
operations  of  Lightec.  The  Notes  are unsecured and re-payable no later than
January  31st  2004  with  an  interest  rate of 1.5% of principal per month. We
believe  that  the  terms  of  these loans from Synergex and Michel Berty are as
favourable  to  us  as  those  which we could have obtained from an unaffiliated
party.

     On  June  28, 2002, we borrowed $1,000,000 from Synergex Group Partnership,
of  which  Gerard  Munera,  a  director of our company, is managing director, to
finance  the  acquisition of Lightec Communications, Inc. We issued a promissory
note  to  Synergex to evidence our obligation to repay this loan. The note bears
interest  at  9%  per  annum and payment of the note is secured by the assets of
Lightec.  Monthly  principal  installments in the amount of $250,000 are payable
commencing  September  30, 2002. We believe the terms of this loan 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
Communications,  Inc.,  4,000,000  shares  of  common  stock  were  issued and a
$200,000  fee  was  accrued  to  Chris  Farnworth  as  a finder's fee, under his
December  15,  2001  consultancy  agreement  with  us.

     From  time  to  time, we have obtained advances from certain officers. From
February  18,  through  May  24, 2002, Wayne Taylor, our chief financial officer
until April 1, 2002 and a promoter of our company, advanced $72,519. On February
7,  2002, Stephen Henry, our secretary, advanced $19,167. There are no terms for
the  repayment  of  those  advances.

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

     On  June  29,  2001, the Company acquired all of the outstanding membership


                                       15
<PAGE>

interests  of Netface in exchange for 20,000,000 shares of our common stock. The
assets  of  Netface  consisted  of  an  option to acquire an exclusive worldwide
perpetual,  royalty-free  license  to exploit the gesture recognition technology
developed  by DSI Datotech for video games and internet television. Netface paid
$200,00  for  this option, with the exercise price being $5 million, plus 20% of
the  Class B Membership interest in Netface. As Ken Barr (CEO of our company and
advisor  to DSI), Wayne Taylor (ex-CFO of our company and advisor and consultant
to  DSI),  Stephen  Henry (Secretary of our company), Allan Gibbins (Director of
our  company  and  DSI),  George  Gould  (ex-president  and  ex-director  of our
company),  and Robert Egery (ex-director of our company and COO of DSI) owned in
aggregate  1,114,500  shares  of  DSI  Datotech  plus  options for an additional
265,000  shares.


                                       16
<PAGE>

ITEM  13.  EXHIBITS,  AND  REPORTS  ON  FORM  8  K

     (a)     The  following  documents  are  filed  as  part  of  this  report.


1.   FINANCIAL  STATEMENTS


                        Independent  Auditors'  Report


To  the  Stockholders,
Security  Biometrics,  Inc.  And  Subsidiaries
We  have  audited  the  accompanying  consolidated  balance  sheet  of  Security
Biometrics,  Inc.  And  Subsidiaries  as  of  June  30,  2003  and  the  related
consolidated  statements  of operations, stockholders' deficiency and cash flows
for  the  year ended June 30, 2003.  These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on these consolidated financial statements based on our audit.  The
consolidated  financial statements of Security Biometrics, Inc. And Subsidiaries
as  of June 30, 2002 were audited by other auditors whose report dated September
13,  2002  expressed  an  unqualified  opinion  on  those  statements.
We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  an  audit  to  obtain  reasonable  assurance  whether  the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining  on  a  test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.
In  our  opinion,  these  consolidated  financial  statements  referred to above
present  fairly,  in  all  material respects, the financial position of Security
Biometrics,  Inc.  And  Subsidiaries  as of June 30, 2003 and the results of its
operations  and  its  cash flows for the year ended June 30, 2003, in conformity
with  accounting  principles generally accepted in the United States of America.

The  accompanying  consolidated financial statements referred to above have been
prepared assuming the Company will continue as a going concern.  As discussed in
Note  1  to  the  financial statements, conditions exist which raise substantial
doubt  about  the  Company's ability to continue as a going concern unless it is
able  to  generate sufficient cash flows to meet its obligations and sustain its
operations.  Management's  plan  in  this  regard  to  these  matters  are  also
described  in  Note  1.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


Vancouver, Canada                                 "AMISANO  HANSON"
November 6, 2003                                  Certified  Public  Accountants


                                       17
<PAGE>


     Independent  Auditors'  ReportF  1

     Balance  Sheet  as  of  June  30,  2003F  2

     Consolidated  Statements  of  Operations  for  the  years  ended
     June  30,  2003,  and  2002  F  3

     Consolidated  Statements  of  Cash  Flows  for  the  years  ended
     June  30,  2003  and  2002  F  4

     Consolidated  Statement  of  Stockholders'  Equity  and
     Comprehensive  Income  for  the  years  ended  June  30, 2003 and 2002 F 5



     Notes  to  Financial  Statements  F  6

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2.     EXHIBITS

     (a)     The  following  exhibits  are  included  as  part  of  this report:


EXHIBIT
NUMBER                              TITLE  OF  DOCUMENT

 2.1      List  of  Subsidiaries  of  the  Registrant

 3.0      Rule  13(a)-14(a)/15(d)-14(a)  Certification  of  Principal  Executive
Officer

 3.1      Rule  13(a)-14(a)/15(d)-14(a)  Certification  of  Principal  Financial
Officer

 3.2      Section  1350  Certification  of  Chief  Executive  Officer

 3.3      Section  1350  Certification  of  Chief  Financial  Officer

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

     (b)     Reports  on  Form  8  K.


4.0     November 25, 2002 CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
        ACCOUNTING  AND FINANCIAL DISCLOSURE

        On  November  25,  2002,  Moffitt  &  Company  P.C.  (the  "Former
        Accountant")  resigned  as  our  principal  accountants.

4.1     March  3,  2003 RESIGNATION  OF  REGISTRANT'S  CHIEF  FINANCIAL  OFFICER
        David Alexander resigned as CFO of the registrant as of March 3, 2003,
        as  per attached letter. Wayne A. Taylor has accepted the role of CFO.

4.2     August  20,  2003  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

        Security Biometrics, Inc. (the "Company") has entered into a Stock And
        Note  Transfer  Agreement (the "Transfer Agreement") with Pan Pacifica
        Ltd.  ("Pan  Pacifica"). Pursuant to the Transfer Agreement, effective
        as of August 20, 2003, the Company transferred to Pan Pacifica (i) all
        of the Outstanding shares of Datadesk Technologies, Inc. ("Datadesk"),
        previously  a  wholly-owned  subsidiary  of  the  Company,  and (ii) a
        promissory  note  payable  to  the  Company  made  by  Datadesk in the
        principal  amount  of  $1,000,000,  together with the related security
        interest  in  the  assets  of  Datadesk.


ITEM  14.  CONTROLS  AND  PROCEDURES.

     Our  principal  executive officer and principal financial officer evaluated
the  effectiveness  of  the  Company's  disclosure  controls  and procedures (as
defined  in  Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934,  as  amended) as of the end of the period covered by this report. Based on
this  evaluation,  the  Company's  principal  executive  officer  and  principal
financial  officer have concluded that the Company's controls and procedures are
effective  in providing reasonable assurance that the information required to be
disclosed  in  this report has been recorded, processed, summarized and reported
as of the end of the period covered by this report. During the period covered by
this  report,  there  have  not  been  any  significant  changes in our internal
controls  or, to our knowledge, in other factors that could significantly affect
our  internal  controls.


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                                   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.

Security  Biometrics,  INC.


By:     /s/  Michel  Berty                          Dated:  November  14,  2003
        ------------------------------------
        Michel  Berty
Its:    Chairman  of  the  Board  of  Directors  and  Chief  Executive  Officer


     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.


By:     /s/  Wayne  Taylor                          Dated:  November  14,  2003
        ------------------------------------
       Wayne  Taylor
Its:  Chief  Financial  Officer


By:     /s/  David  Angus                           Dated:  November  14,  2003
      ------------------------------------
      David  Angus
Its:  Director


By:     /s/  Alan  Gibbins                          Dated:  November  14,  2003
      ------------------------------------
      Alan  Gibbins
Its:  Director


                                       20
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