EXHIBIT 32.2


                             CERTIFICATE  PURSUANT  TO
                             18  U.S.C.  SECTION  1350,
                             AS  ADOPTED  PURSUANT  TO
                  SECTION  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002

     In  connection  with  the  Annual  Report  of  Security  Biometrics,  Inc.
(the
"Company")  on  Form  10-KSB  for  the  year  ending June 30, 2003 as filed with
the  Securities  and  Exchange  Commission on the date hereof (the "Report"), I,
Wayne  Taylor,  Chief  Financial Officer of the Company, certify, pursuant to 18
U.S.C.  section  1350,  as adopted pursuant to section 906 of the Sarbanes-Oxley
Act  of  2002,  that:

     (1)     The Report fully complies with the requirements of section 13(a) or
15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     (2)    The  information  contained  in  the  Report fairly presents, in all
material  respect,  the  financial  condition  and  result  of operations of the
Company.

     A  signed  original  of  this written statement required by Section 906 has
been  provided  to the Company and will be retained by the Company and furnished
to  the  Securities  and  Exchange  Commission  or  its  staff  upon  request.


/s/  Wayne  Taylor
----------------------
Chief  Financial  Officer

November  14,  2003



                                       26
<PAGE>
                          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.

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 their
operations  and their 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


                                       27
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To  The  Stockholders  and  Board  of  Directors
Security  Biometrics,  Inc.  and  Subsidiaries

We  have  audited  the  accompanying  consolidated  balance  sheets  of Security
Biometrics,  Inc. and Subsidiaries, as of June 30, 2002 and 2001 and the related
statements of operations, stockholders' equity and cash flows for the year ended
June  30,  2002  and  for the period from August 25, 2000 (date of inception) to
June  30,  2001.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United State of America. Those standards require that we plan and perform
the  audit to obtain reasonable assurance about whether the 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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the  June 30, 2002 and 2001 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, 2002 and
2001,  and  the  results of its operations and its cash flows for the year ended
June  30,  2002  and  for the period from August 25, 2000 (date of inception) to
June 30, 2001 in conformity with accounting principles generally accepted in the
United  States  of  America.





MOFFITT  &  COMPANY,  P.C.
SCOTTSDALE,  ARIZONA


September  13,  2002


                                       28
<PAGE>

<TABLE>
<CAPTION>
                                  SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                                            June 30, 2003 and 2002
                                            ----------------------


                                                    ASSETS
                                                    ------

                                                                                    2003             2002
                                                                               ---------------  --------------
<S>                                                                            <C>              <C>
Current
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . .  $        4,092   $     481,297
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          94,634          29,837
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . .          19,064         188,227
Current assets of discontinued operations . . . . . . . . . . . . . . . . . .         137,270         158,516
                                                                               ---------------  --------------

                                                                                      255,060         857,877
Property, plant and equipment, net of accumulated depreciation. . . . . . . .          65,018         212,864
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -       7,527,654
Investment in Wondernet, Inc. . . . . . . . . . . . . . . . . . . . . . . . .               -         187,500
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               -           4,374
Long-term assets of discontinued operations . . . . . . . . . . . . . . . . .          23,783       3,435,830
                                                                               ---------------  --------------

                                                                               $      343,861   $  12,226,099
                                                                               ===============  ==============

                                                 LIABILITIES
                                                 -----------
Current liabilities
Accounts payable
Non-related entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      686,762   $     761,723
Related entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,540,704         296,732
Billings in excess of costs and estimated earnings on  uncompleted contracts
                                                                                            -         541,245
Corporation income tax payable. . . . . . . . . . . . . . . . . . . . . . . .         424,542         424,542
Capital lease payable, current portion. . . . . . . . . . . . . . . . . . . .           5,230           5,230
Notes payable, current portion. . . . . . . . . . . . . . . . . . . . . . . .       2,000,000       2,000,000
Notes payable, equipment, current portion . . . . . . . . . . . . . . . . . .               -          23,667
Convertible debentures, current portion . . . . . . . . . . . . . . . . . . .       1,780,000       1,680,000
Current liabilities of discontinued operations. . . . . . . . . . . . . . . .         719,955         481,380
                                                                               ---------------  --------------

                                                                                    7,157,193       6,214,519
Capital lease payable, net of current portion . . . . . . . . . . . . . . . .             872           6,411
Notes payable, net of current portion . . . . . . . . . . . . . . . . . . . .               -           5,251
Minority interest in equity of consolidated subsidiary. . . . . . . . . . . .             193               -
Convertible debentures, net of current portion. . . . . . . . . . . . . . . .               -         100,000
                                                                               ---------------  --------------

                                                                                    7,158,258       6,326,181
                                                                               ---------------  --------------

                                                                                                       /Cont'd
</TABLE>


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Continued

                                  SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS
                                            June 30, 2003 and 2002
                                            ----------------------

                                       STOCKHOLDERS' EQUITY (DEFICIENCY)
                                       ---------------------------------

                                                                                    2003             2002
                                                                               ---------------  --------------
<S>                                                                            <C>              <C>
Current
Preferred stock - no shares authorized or issued, no par value authorized
Common stock
Authorized - 300,000,000, par value $0.001 per share
Issued and outstanding
June 30, 2003 - 124,296,257 common shares . . . . . . . . . . . . . . . . . .  $      124,296   $           -
June 30, 2002 - 117,601,248 common shares . . . . . . . . . . . . . . . . . .               -         117,601
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . .       8,201,508       7,346,645
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (  15,134,954)   (  1,557,339)
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . .        (  5,247)       (  6,989)
                                                                               ---------------  --------------

                                                                                 (  6,814,397)      5,899,918
                                                                               ---------------  --------------

                                                                               $      343,861   $  12,226,099
                                                                               ===============  ==============

</TABLE>


                See  Notes  to  Consolidated  Financial  Statements.


                                       30
<PAGE>
<TABLE>
<CAPTION>

                   SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   for the years ended June 30, 2003 and 2002
               --------------------------------------------------



                                                           2003            2002
                                                      ---------------  ------------
<S>                                                   <C>              <C>
Revenue
Contract revenues earned . . . . . . . . . . . . . .  $    1,147,140   $ 2,656,457
                                                      ---------------  ------------

Costs and Expenses
Cost of revenues earned. . . . . . . . . . . . . . .         666,138     1,469,252
Gesture recognition technology option. . . . . . . .               -       200,000
Interest expense . . . . . . . . . . . . . . . . . .         391,514       261,281
Selling, general and administrative. . . . . . . . .       1,969,626     1,043,866
Other items
Write-down of capital assets . . . . . . . . . . . .       (  64,042)            -
Write-down of investment . . . . . . . . . . . . . .      (  187,500)            -
Write-down of goodwill . . . . . . . . . . . . . . .    (  7,527,654)            -
                                                      ---------------  ------------
                                                          10,806,474     2,974,399
                                                      ---------------  ------------
Loss before corporation income taxes . . . . . . . .    (  9,659,334)   (  317,942)
Corporation income taxes . . . . . . . . . . . . . .               -    (  424,542)
                                                      ---------------  ------------

Loss from continuing operations. . . . . . . . . . .    (  9,659,334)   (  742,484)
Loss from discontinued operations. . . . . . . . . .    (  3,918,281)            -
                                                      ---------------  ------------

Net loss for the year. . . . . . . . . . . . . . . .  $(  13,577,615)  $(  742,484)
                                                      ===============  ============

Basic and diluted loss per common share
Continuing operations. . . . . . . . . . . . . . . .  $      (  0.08)  $   (  0.01)
                                                      ===============  ============

Discontinued operations. . . . . . . . . . . . . . .  $      (  0.03)  $      (  -)
                                                      ===============  ============

Net loss for the year. . . . . . . . . . . . . . . .  $      (  0.11)  $   (  0.01)
                                                      ===============  ============

Weighted average number of common shares outstanding     120,749,524    77,965,658
                                                      ===============  ============

</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>

                   SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                   for the years ended June 30, 2003 and 2002
               --------------------------------------------------



                                               2003            2002
                                          ---------------  ------------
<S>                                       <C>              <C>
Net loss for the year. . . . . . . . . .  $(  13,577,615)  $(  742,484)

Other comprehensive income (loss)
Foreign currency translation adjustment.           1,742      (  6,989)
                                          ---------------  ------------

Net comprehensive loss . . . . . . . . .   (  13,575,873)   (  749,473)
                                          ===============  ============

</TABLE>




                See  Notes  to  Consolidated  Financial  Statements.


                                       32
<PAGE>
<TABLE>
<CAPTION>
                                     SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     for the years ended June 30, 2003 and 2002
                                 --------------------------------------------------


                                                                                            2003            2002
                                                                                       --------------  --------------
<S>                                                                                    <C>             <C>
Operating Activities
Net loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . .  $(  9,659,334)  $  (  742,484)
Adjustments to reconcile net loss to cash provided by (used in)  operating activities
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         55,072          20,791
Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -         233,333
Compensation charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         85,500               -
Stock issued for consulting fees. . . . . . . . . . . . . . . . . . . . . . . . . . .        104,550         175,100
Write-down of capital assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .         64,042               -
Write-down of investment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        187,500               -
Write-down of goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7,527,654               -
Changes in operating assets and liabilities
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (  64,797)      (  25,641)
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . .        169,163      (  188,471)
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          4,374        (  1,111)
Accounts payable accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . .      1,169,011         981,182
Corporation income tax payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .              -         424,542
Billings in excess of costs and estimated earnings on uncompleted  contracts
                                                                                          (  541,245)        541,245
                                                                                       --------------  --------------

Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . .     (  898,510)      1,418,486
                                                                                       --------------  --------------

Investing Activities
Proceeds on disposal of property and equipment. . . . . . . . . . . . . . . . . . . .         38,000               -
Purchase of property and equipment. . . . . . . . . . . . . . . . . . . . . . . . . .       (  9,268)      (  50,182)
Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -    (  4,843,001)
Advances to subsidiary - discontinued operations. . . . . . . . . . . . . . . . . . .     (  246,414)              -
                                                                                       --------------  --------------

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . .     (  217,682)   (  4,893,183)
                                                                                       --------------  --------------

Financing Activities
Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . . . .        615,702       1,164,125
Proceeds from issuance of common stock by subsidiary. . . . . . . . . . . . . . . . .         56,000               -
Proceeds from convertible debentures. . . . . . . . . . . . . . . . . . . . . . . . .              -       1,780,000
Payments on capital lease payable . . . . . . . . . . . . . . . . . . . . . . . . . .       (  5,539)       (  1,362)
Payments on notes payable, equipment. . . . . . . . . . . . . . . . . . . . . . . . .      (  28,918)       (  3,948)
Proceeds from notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -       1,000,000
                                                                                       --------------  --------------

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . .        637,245       3,938,815
                                                                                       --------------  --------------

                                                                                                              /Cont'd
</TABLE>


                                       33
<PAGE>
<TABLE>
<CAPTION>
                                                                                                            Continued
                                     SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     for the years ended June 30, 2003 and 2002
                                 --------------------------------------------------


                                                                                            2003            2002
                                                                                       --------------  --------------
<S>                                                                                    <C>             <C>
Effect of exchange rate changes on cash and cash equivalents. . . . . . . . . . . . .          1,742        (  6,989)
                                                                                       --------------  --------------

Increase (decrease) in cash and cash equivalents - continuing  operations
                                                                                          (  477,205)        457,129
Increase (decrease) in cash and cash equivalents - discontinued  operations
                                                                                            (  1,978)              -
                                                                                       --------------  --------------

Increase (decrease) in cash and cash equivalents during the year. . . . . . . . . . .     (  479,183)        457,129

Cash and cash equivalents, beginning of the year. . . . . . . . . . . . . . . . . . .        483,275          26,146
                                                                                       --------------  --------------

Cash and cash equivalents, end of the year. . . . . . . . . . . . . . . . . . . . . .  $       4,092   $     483,275
                                                                                       ==============  ==============


Cash and cash equivalents is comprised of:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       4,092   $     481,297
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              -           1,978
                                                                                       --------------  --------------

                                                                                       $       4,092   $     483,275
                                                                                       ==============  ==============


Supplemental disclosure of cash flow information
Cash paid for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $      11,711
                                                                                       ==============  ==============

Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $           -
                                                                                       ==============  ==============


Non-cash Transactions:
Issuance of common stock for:
Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $   4,779,934
                                                                                       ==============  ==============

Wondernet, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $     187,500
                                                                                       ==============  ==============

Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     104,550   $     175,100
                                                                                       ==============  ==============

</TABLE>


                                       34
<PAGE>
<TABLE>
<CAPTION>
                                  SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                   for the years ended June 30, 2003 and 2002
                               --------------------------------------------------

                                                                            Deficit
                                                           Accumulated    Accumulated
                                            Additional        Other       During the
                Common Stock   Paid-in    Comprehensive    Development    Accumulated
                ------------
                   Number     Par Value      Capital          Loss           Stage          Deficit           Total
                ------------  ----------  --------------  -------------  -------------  ---------------  ---------------
<S>             <C>           <C>         <C>             <C>            <C>            <C>              <C>
Balance, June.    70,757,675  $   70,758  $      853,496  $          -   $ (  814,855)  $            -   $      109,399
                    30, 2001
Issuance of
common stock
for:
Cash . . . . .     8,168,983       8,169       1,155,956             -              -                         1,164,125
Acquisition. .    23,000,000      23,000       2,897,000             -              -                         2,920,000
of Lightec
Acquisition. .    11,624,590      11,624       1,848,310             -              -                         1,859,934
of Datadesk
Wondernet, . .     2,500,000       2,500         185,000             -              -                           187,500
Ltd.
agreement
Services . . .     1,550,000       1,550         173,550             -              -                           175,100
Interest . . .             -           -         233,333             -              -                           233,333
expense
Transfer
deficit
accumulated. .             -           -               -             -        814,855       (  814,855)               -
 during the
development
stage  to
accumulated
deficit
Accumulated
other
comprehensive.             -           -               -      (  6,989)             -                -         (  6,989)
loss for the
year ended
June 30, 2002
Net loss for
the year . . .             -           -               -             -              -       (  742,484)      (  742,484)
ended June
30, 2002
                ------------  ----------  --------------  -------------  -------------  ---------------  ---------------

Balance, June.   117,601,248     117,601       7,346,645      (  6,989)             -     (  1,557,339)       5,899,918
30, 2002
                ------------  ----------  --------------  -------------  -------------  ---------------  ---------------
                                                                                                                ./Cont'd
</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>
                                                                                                              Continued
                                  SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                   for the years ended June 30, 2003 and 2002
                               --------------------------------------------------

                                                                            Deficit
                                                           Accumulated    Accumulated
                                            Additional        Other       During the
                Common Stock   Paid-in    Comprehensive    Development    Accumulated
                ------------
                   Number     Par Value      Capital          Loss           Stage          Deficit           Total
                ------------  ----------  --------------  -------------  -------------  ---------------  ---------------
<S>             <C>           <C>         <C>             <C>            <C>            <C>              <C>
Balance, June.   117,601,248  $  117,601  $    7,346,645  $   (  6,989)  $          -   $ (  1,557,339)  $    5,899,918
30, 2002
Issuance of
common stock
for:
Cash (net
of $24,287 . .     5,635,634       5,636         610,065             -              -                -          615,701
finder's
fees paid)
Services . . .     1,059,375       1,059         103,491             -              -                           104,550
Non-cash
compensation charge                               85,500             -              -                -           85,500
Issuance of
common stock .             -           -          55,807             -              -                            55,807
by subsidiary
Accumulated
other
comprehensive.             -           -               -         1,742              -                             1,742
loss for the
year ended
June 30, 2003
Net loss for
the year . . .             -           -               -             -              -    (  13,577,615)   (  13,577,615)
ended June
30, 2003
                ------------  ----------  --------------  -------------  -------------  ---------------  ---------------

Balance, June.   124,296,257  $  124,296  $    8,201,508  $   (  5,247)  $          -   $(  15,134,954)  $ (  6,814,397)
30, 2003
                ============  ==========  ==============  =============  =============  ===============  ===============

</TABLE>


                                       36
<PAGE>

                   SECURITY BIOMETRICS, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2003 and 2002
                             ----------------------



Note  1     Summary  of  Significant  Accounting  Policies
            ----------------------------------------------

Organization  and  Nature  of  Business
Security  Biometrics,  Inc.  and  Biometrics  Security,  Inc.
-------------------------------------------------------------

Security  Biometrics,  Inc. (hereinafter referred to as the Company) is a Nevada
corporation  incorporated  on  March  12,  1999.

On August 25, 2000, the Company acquired all of the issued and outstanding stock
of  Biometrics  Security,  Inc. (hereinafter referred to as BSI) in exchange for
38,257,675 shares of its common stock. (37,500,000 of these shares were owned by
a  trust  whose  beneficiaries  were the children of an officer of the Company).

This  transaction  has  the effect of what is commonly referred to as a "reverse
acquisition"  in  that  the  Company  is the legal acquirer; however, BSI is the
accounting  acquirer.

In connection with the legal form of this transaction, BSI became a wholly-owned
subsidiary  of the Company.  For accounting purposes, the acquisition is treated
as  a  recapitalization  of  BSI  rather  than  a  business  combination.
The  Company  is a holding company for subsidiary acquisitions.  The Company and
its  subsidiaries intend to develop market under license, and distribute dynamic
biometric  technologies.

Netface,  LLC.
--------------

On  June  29,  2001,  the  Company  acquired  all  of the outstanding membership
interest  of  Netface, LLC.  Netface, LLC held an option to acquire on exclusive
worldwide  perpetual,  royalty-free  license  to exploit the Gesture Recognition
Technology  developed  by DSI Datotech Systems, Inc. (hereinafter referred to as
Datotech)  for  video games and internet/television.  In the year ended June 30,
2002,  Netface,  LLC  abandoned  its  Datotech  option  and  is  now  inactive.

Lightec  Communications  Corp.
------------------------------

On  March 14, 2002, the Company acquired 100% of the outstanding common stock of
Lightec Communications Corp. (hereinafter referred to as Lightec).  Lightec is a
New  York  corporation  incorporated  on July 2, 1996.  Lightec is a provider of
telecommunications  design,  installation  and  information technology services.


                                       37
<PAGE>
Note  1     Summary  of  Significant  Accounting  Policies  -  (cont'd)
            ----------------------------------------------

Organization  and  Nature  of  Business  -  (cont'd)

Datadesk  Technologies,  Inc.
-----------------------------

On  June  28, 2002, the Company acquired 100% of the outstanding common stock of
Datadesk  Technologies, Inc. (hereinafter referred to as Datadesk).  Datadesk is
a  state  of  Washington  corporation  incorporated  on  May 20, 1997.  Datadesk
designs and produces (through subcontractors) advanced digital input devices and
appliances.

eMedRx,  Inc.
-------------

On  January  21,  2003,  the Company incorporated a new wholly-owned subsidiary,
eMedRx,  Inc.  (hereinafter  referred to as eMedRx) under the Company Act of the
Province  of British Columbia, Canada.  eMedRx entered into an exclusive license
agreement  with  the  Company  to  develop  and  market  its  electronic medical
prescription system around the world.  EMedRx had no revenues, expenses, nor net
income/loss  during  the  period  from  January  21,  2003  to  June  30,  2003.
During  the  year ended June 30, 2003, eMedRx received $56,000 from new minority
stockholders which reduced the Company's investment in eMedRx to less then 100%.
This  resulted  in  additional  paid-in  capital  of  $55,807 and an increase in
minority  interest  of  $193.

Going  Concern

The  Company  experienced significant operating losses since inception totalling
approximately  $15.0 million.  In addition, as at June 30, 2003, the Company has
a  working  capital  deficit  amounting  to  approximately  $6.9  million.  The
consolidated  financial  statements have been prepared assuming the Company will
continue  to  operate  as  a going concern which contemplates the realization of
assets  and  the settlement of liabilities in the normal course of business.  No
adjustment has been made to the recorded amount of assets or the recorded amount
of  classification  of  liabilities  which would be required if the Company were
unable  to  continue  its  operations.  Management  has  negotiated  a financial
reorganization plan which the Company believes should address some or all of its
present  financial  condition.

Principles  of  Consolidation

The  consolidated  financial  statements  include  the  accounts  of  Security

     Biometrics,  Inc.  and  the  following  subsidiaries:
     Biometrics  Security,  Inc.
     Netface,  LLC  (Inactive)
     Lightec  Communications  Corp.
     Datadesk  Technologies,  Inc.
     eMedRx,  Inc.

All  material  inter-company  accounts  and  transactions  have been eliminated.


                                       38
<PAGE>
Note  1     Summary  of  Significant  Accounting  Policies  -  (cont'd)
            ----------------------------------------------

Cash  and  Cash  Equivalents

The  Company  considers  all  highly  liquid  debt instruments purchased with an
original  maturity  of  three  months  or  less  to  be  cash  equivalents.

Accounting  Estimates
---------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  assets  and  liabilities,  the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from  the  estimates  that  were  used.

Revenue  and  Cost  Recognition
-------------------------------

Lightec
-------

Lightec  recognizes  revenues  from  fixed-price  and  modified  fixed-price
construction  contracts  on the percentage-of-completion method, measured by the
percentage  of  cost incurred to date to estimated total cost for each contract.
That  method  is  used  because  management  considers total cost to be the best
available  measure  of  progress  on  the  contracts.  Because  of  inherent
uncertainties  in  estimating costs, it is at least reasonably possible that the
estimates  used  will  change  within  the  near  term.
Revenue from time-and-materials contracts is recognized currently as the work is
performed.

Contract  costs  include  all direct material and labor costs and those indirect
costs  related to contract performance, such as indirect labor, supplies, tools,
repairs,  and  depreciation.  Selling,  general,  and  administrative  costs are
charged  to expense as incurred.  Provisions for estimated losses on uncompleted
contracts  are  made in the period in which such losses are determined.  Changes
in  job  performance,  job conditions, and estimated profitability may result in
revisions  to  costs and income, which are recognized in the period in which the
revisions are determined.  Changes in estimated job profitability resulting from
job  performance,  job  conditions,  contract  penalty  provision, claims change
orders and settlements, are accounted for as changes in estimates in the current
period.

The  asset,  "Costs  and estimated earnings in excess of billings on uncompleted
contracts,"  represents  revenues  recognized  in excess of amounts billed.  The
liability,  "Billings  in  excess of costs and estimated earnings on uncompleted
contracts,"  represents  billings  in  excess  of  revenues  recognized.

Revenue  from  claims  is recognized when realization is probable and the amount
can  be reliably estimated.  When realization is probable, but the amount cannot
be  reliably  estimated,  revenue is recognized to the extent of costs incurred.


                                       39
<PAGE>
Note  1     Summary  of  Significant  Accounting  Policies  -  (cont'd)
            ----------------------------------------------

Revenue  and  Cost  Recognition  -  (cont'd)
-------------------------------

Datadesk
--------

Product  sales  -  when  goods  are  shipped  and  title passes to the customer.

Keyboard  development  fees  -  when  services  are  performed.

Royalties  -  when  the  licensee  sells the product and reports the sale to the
Company.

Accounts  Receivable
--------------------

Accounts receivable are reported at the customers' outstanding balances less any
allowance  for  doubtful  accounts, marketing credits and allowance for possible
sales  returns.

Allowance  for  Doubtful  Accounts, Marketing Credits and Allowance for Possible
--------------------------------------------------------------------------------

Sales  Returns
--------------

The allowance for accounts receivable is charged to income in amounts sufficient
to  maintain  the  allowance at a level management believes is adequate to cover
any  possible  losses,  credits  or  returns.

Inventory
---------
Datadesk's inventory is stated at the lower of cost (determined on the first-in,
first-out  method)  or  market.

Property  and  Equipment
------------------------

Property  and equipment are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do  not  improve or extend the lives of the respective assets, are expensed.  At
the  time property and equipment are retired or otherwise disposed of, the asset
and  related  accumulated  depreciation  accounts are relieved of the applicable
amounts.  Gains  or  losses from retirements or sales are credited or charged to
income.

The  Company  depreciates  its  property  and  equipment for financial reporting
purposes using the straight-line method based upon the following useful lives of
the  assets:

     Furniture  and  fixtures           7-10  years
     Machinery  and  equipment          5  Years
     Computer  equipment                5  Years
     Vehicles                           5  Years


                                       40
<PAGE>
Note  1     Summary  of  Significant  Accounting  Policies  -  (cont'd)
            ----------------------------------------------

     Accounting  for  Convertible  Debt  Securities
     ----------------------------------------------

The  Company  has  issued  convertible  debt  securities  with  a non-detachable
conversion  feature  that were "in the money" at the date of issue.  The Company
accounts for such securities in accordance with Emerging Issues Task Force Topic
98-5.  The  Company  has  recorded  the  fair value of the beneficial conversion
feature  as interest expense and an increase in Paid in Capital in Excess of Par
Value  of  Stock.

The  beneficial  interest  is computed by subtracting the stock conversion price
from  the  market  price  of  the  stock times the number of shares and warrants
eligible  for  conversion.

Income  Taxes
-------------

Provisions  for  income  taxes  are based on taxes payable or refundable for the
current  year  and deferred taxes on temporary differences between the amount of
taxable  income  and pretax financial income and between the tax basis of assets
and  liabilities  and  their  reported  amounts  in  the  financial  statements.
Deferred  tax assets and liabilities are included in the financial statements at
currently  enacted  income  tax  rates  applicable  to  the  period in which the
deferred  tax  assets  and liabilities are expected to be realized or settled as
prescribed  in  FASB Statement No. 109, Accounting for Income Taxes.  As changes
in  tax  laws  or  rates  are  enacted,  deferred tax assets and liabilities are
adjusted  through  the  provision  for  income  taxes.

Net  (Loss)  per  Share
-----------------------

The  Company  adopted  Statement  of Financial Accounting Standards No. 128 that
requires the reporting of both basic and diluted (loss) per share.  Basic (loss)
per share is computed by dividing net (loss) available to common stockholders by
the  weighted  average  number  of  common  shares  outstanding  for the period.
Diluted  (loss)  per  share  reflects the potential dilution that could occur if
securities  or other contracts to issue common stock were exercised or converted
into  common stock. In accordance with FASB 128, any anti-dilutive effect on net
(loss)  per  share  are  excluded.

Long-Lived  Assets
------------------

Statement  of  Financial  Accounting  Standards  No.  144,  "Accounting  for the
Impairment  of  Long-lived  Assets  and for Long-Lived Asset to be Disposed Of,"
requires  that  long-lived  assets be reviewed for impairment whenever events or
changes  in  circumstances  indicate  that  the  carrying amount of the asset in
question  may  not  be  recoverable.


                                       41
<PAGE>
Note  1     Summary  of  Significant  Accounting  Policies  -  (cont'd)
            ----------------------------------------------

Disclosure  about  Fair  value  of  Financial  Instruments
----------------------------------------------------------

The  Company  estimates  that  the fair value of all financial instruments as of
June  30, 2003 and 2002, as defined in FASB 107, does not differ materially from
the  aggregate  carrying  values  of  its  financial instruments recorded in the
accompanying consolidated balance sheets.  The estimated fair value amounts have
been  determined  by  the  Company  using  available  market  information  and
appropriate  valuation  methodologies.  Considerable  judgement  is  required in
interpreting  market  data  to  develop  the  estimates  of  fair  value,  and
accordingly,  the  estimates  are not necessarily indicative of the amounts that
the  Company  could  realize  in  a  current  market  exchange.

Stock-Based  Compensation
-------------------------

The  Company  uses  the  intrinsic  value  based  method  of APB Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees, to account for its employee stock
based  compensation  plans.  The  Company  has  therefore  adopted the pro forma
disclosure provisions of SFAS No.123, Accounting for Stock-Based Compensation as
amended  by  SFAS  No. 148, Accounting for Stock-Based Compensation - Transition
and  Disclosure,  an  amendment  of  FASB  Statement  No.  123.

Stock  Issued  by  Subsidiary
-----------------------------

The issuance of stock by a subsidiary to third parties reduces the proportionate
ownership  interest  in  the  investee.  The  subsidiary's  plan  is to continue
raising  funds  through private placements and as a result the additional equity
raised  has  been  included  in  additional  paid-in  capital.

Comprehensive  Income
---------------------

The  Company  has  adopted  Statement of Financial Accounting Standards No. 130,
"Reporting  Comprehensive Income".  Comprehensive Income is comprised of foreign
currency  translation  adjustments.

Foreign  Currency  Translation
------------------------------

The  consolidated  financial  statements  of  the Company are measured using the
United  States  dollar  as  the  functional  and  reporting  currency.  Assets,
liabilities  and  equity  accounts  of  the  Company are translated from foreign
currency  to  United  States  currency at exchange rates as of the balance sheet
date  or  historical  acquisition  date, depending on the nature of the account.
Revenues  and  expenses  are  translated  at average rates of exchange in effect
during  the  year.  The  resulting  cumulative translation adjustments have been
recorded  as  a  separate  component  of  stockholders'  equity.

Note  1     Summary  of  Significant  Accounting  Policies
            ----------------------------------------------

Shipping  and  Handling  Costs
------------------------------

The  Company's policy is to classify shipping and handling costs as part of cost
of  goods  sold  in  the  statement  of  operations.

Note  2     Recent  Accounting  Pronouncements
            ----------------------------------

In  2002  and  2003,  the  FASB  issued  the  following  statements:

SFAS  No.  141     -     Business  combinations
SFAS  No.  142     -     Goodwill  and  other  intangible  assets
SFAS  No.  143     -     Accounting  for  asset  retirement  obligation
SFAS  No.  144     -     Accounting for the impairment of disposal of long-lived
                         assets
SFAS  No. 145      -     Recession  of  FASB  statements,  4,  44  and  64  and
                         Amendment of  FASB  13
SFAS  No.  146     -     Accounting  for  costs associated with exit or disposal
                         activities
SFAS  No.  147     -     Acquisitions  of  Certain  Financial  Institution
SFAS  No.  148     -     Accounting of Stock-based Compensation - Transition and
                         Disclosure, an amendment  of  FASB  statement  No.  123
SFAS  No. 149      -     Amendment  of  Statement  No.  133  on  Derivitive
                         Instruments and  Hedging  Activities
SFAS  No.  150     -     Accounting  for  Certain  Financial  Instruments  with
                         Characteristic's  of  Both  Liabilities  and  Equity.

The  Company  followed  the  guidance  of SFAS No.s 141 and 142 in recording the
acquisitions  of  Lightec  and Datadesk.  SFAS No.s 143-146, 147 and 149 did not
have  a  material  impact  on  the  Company's  financial position and results of
operations.

The  disclosure  provisions  of  SFAS  No.148  have been adopted by the Company,
however,  the  Company  continues to use the intrinsic value based method of APB
opinion No. 25 to account for its employee stock-based compensation plans.  SFAS
No.150 is effective for financial instruments entered into or modified after May
31, 2003 and is otherwise effective at the beginning of the first interim period
beginning after June 15, 2003.  The Company is evaluating the impact of adoption
SFAS  No.150.

Note  3     Cash
            ----

The Federal Deposit Insurance Corporation and the Securities Investor Protection
Corporation  insure up to $100,000 for approved deposits in registered financial
institutions.  The Company had $NIL (2002-$452,751) of uninsured deposits at the
June  30,  2003.

Note  4     Development  Stage  Operations
            ------------------------------

For  the  year ended June 30, 2002, the Company ceased being a development stage
company  as  it  acquired  two active companies, Lightec and Datadesk, and these
companies  provide  the  Company's  main  sources  of  revenue.


                                       42
<PAGE>
Note  5     Accounts  Receivable
            --------------------

A  summary  of  accounts  receivable  is  as  follows:

<TABLE>
<CAPTION>
                                                                                        2003       2002
                                                                                     -----------  -------
<S>                                                                                  <C>          <C>
Accounts receivable
Non-related entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  105,560   $ 5,058
Related entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           -    24,779
                                                                                     -----------  -------

                                                                                        105,560    29,837
Allowance for doubtful accounts, marketing credits and  allowance for sales returns
                                                                                      (  10,926)        -
                                                                                     -----------  -------

                                                                                     $   94,634   $29,837
                                                                                     ===========  =======
</TABLE>

Note  6     Property  and  Equipment
            ------------------------

Property  and  equipment  and  accumulated  depreciation  consists  of:

<TABLE>
<CAPTION>
                                                                                        2003       2002
                                                                                     -----------  -------
<S>                                                                                  <C>          <C>
Furniture  and  fixtures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  64,198   $ 75,679
Machinery  and  equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -     98,396
Computer  equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     16,027     51,908
Vehicles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -    103,902
                                                                                     -----------  -------

                                                                                         80,225   392,885
Less  accumulated  depreciation . . . . . . . . . . . . . . . . . . . . . . . . . .   (  15,207) (117,021)
                                                                                     -----------  -------

                                                                                      $  65,018  $212,864
                                                                                     ===========  =======
</TABLE>

Note  7     Goodwill
            --------

The  Company adopted the provisions of FASB 142 for the accounting for goodwill.
According  to  the FASB requirements, goodwill is capitalized and not amortized.
Each  year,  management is required to review goodwill to determine if there has
been  an  impairment  loss  to  recognize  on  the  carrying  value of goodwill.
Management  believes  that there has been an impairment of goodwill for the year
ended  June  30,  2003  and has accordingly written-down the balance of goodwill
relating  to the acquisition of Lightec in the amount of $7,527,654 and goodwill
relating  to  the  acquisition  of  Datadesk  in  the  amount of $3,405,345 (see
discontinued  operations).

Note  8     Estimated  Earnings  On  Uncompleted  Contracts
            -----------------------------------------------

<TABLE>
<CAPTION>
                                                                                        2003          2002
                                                                                     -----------  -------------
<S>                                                                                  <C>          <C>
Costs  incurred  on  uncompleted  contracts                                          $        -    $ 1,461,365
Estimated  earnings  to  date                                                                 -      1,148,208
                                                                                     -----------  -------------

                                                                                              -      2,609,573
Less:  Billings  to  date                                                                     -     (3,150,818)
                                                                                     -----------  -------------

Billings  in  excess  of  costs and estimated earnings  on uncompleted contracts     $        -    $   541,245
                                                                                     ===========  =============
</TABLE>

Note  9     Acquisition  of  Lightec  Communications  Corp.
            -----------------------------------------------

On  March 14, 2002, the Company acquired 100% of the outstanding common stock of
Lightec.  The  results  of  Lightec's  operations  have  been  included  in  the
consolidated  financial  statements  since  that date.  Lightec is a provider of
telecommunications  design,  installation  and  information technology services.

The  business  combination is accounted for using the purchase method.  The fair
value  of  the  assets  acquired  at  the  date  of  acquisition are as follows:

     Property  and  equipment                               $    146,363
     Prepaid  expenses                                            20,000
     Goodwill                                                  7,527,654
                                                            ------------

     Net  assets  acquired  at  fair  values                $  7,694,017
                                                            ============

     Total  consideration:
     Cash                                                   $  3,000,000
     Note  payable                                             1,000,000
     19,000,000 common shares of the Company                   2,280,000
     Direct costs - 4,000,000 common shares of the Company       640,000
           -  cash                                               774,017
                                                            ------------

                                                            $  7,694,017
                                                            ============


                                       43
<PAGE>
Note  9     Acquisition  of  Lightec  Communications  Corp.  -  (cont'd)
            -----------------------------------------------

A summary of Lightec's operations included in the statement of income from March
14,  2002  to  June  30,  2002  is  as  follows:

     Revenue                                                $  1,469,252
     Costs and expenses                                          404,984
                                                            ------------

     Net  income  before  taxes                             $  1,064,268
                                                            ============

     Net  income  after  taxes                              $    639,726
                                                            ============

The Company's pro-forma (unaudited) results of operations as though the business
combination  with  Lightec  had  been  completed  at the beginning of 2002 is as
follows:

     Revenue                                                $  4,496,173
     Costs  and  expenses                                   (  4,402,992)
                                                            ------------

     Net  income  after  taxes                              $     93,181
                                                            ============

At  June  30, 2003, the Company wrote-down the carrying value of goodwill in the
amount  of  $7,527,654  due  to  management's  belief  that  there  has  been an
impairment  of  goodwill.

Note  10     Acquisitions  of  Datadesk  Technologies,  Inc.
             -----------------------------------------------

On  June  28, 2002, the Company acquired 100% of the outstanding common stock of
Datadesk.  Datadesk  designs  and  produces  (through  subcontractors)  advances
digital  input  devices  and  appliances.

The  business  combination is accounted for using the purchase method.  The fair
value  of  the  assets  acquired  at  the  date  of  acquisition are as follows:

     Current  assets                                        $    158,516
     Property,  plant  and  equipment                             28,686
     Other  assets                                                 1,500
     Goodwill                                                  3,405,645
                                                            ------------

     Total  assets  acquired                                   3,594,347
     Total  liabilities                                     (  1,741,880)
                                                            ------------

     Net  assets  acquired                                  $  1,852,467
                                                            ============

     Total  consideration:
     Cash  -  direct  costs                                    $  92,532
     10,999,590  common  shares  of  the  Company              1,759,935
                                                            ------------

                                                            $  1,852,467
                                                            ============



                                       44
<PAGE>
Note  10     Acquisitions  of  Datadesk  Technologies,  Inc.
             -----------------------------------------------

Datadesk's revenues, expenses and net income/loss were immaterial for the period
from  June  28,  2002  to  June  30,  2002.

The Company's pro-forma (unaudited) results of operations as though the business
combination  with  Datadesk  had  been  completed at the beginning of 2002 is as
follows:

     Revenue                                                $    621,727
     Costs  and  expenses                                    ( 2,170,888)
                                                            ------------

     Net  loss                                              $( 1,549,161)
                                                            ============

At  June  30, 2003, the Company wrote-down the carrying value of goodwill in the
amount  of  $3,405,645  due  to  management's  belief  that  there  has  been an
impairment  of  goodwill.

Note  11     Capital  Lease  Payable
             -----------------------

The  Company  acquired an office copier on a capital lease with National Leasing
Group,  Inc.  The  lease  requires monthly payments of approximately $400 for 48
months  including  interest  at  11%.  Future  minimum  payments are as follows:


     June  30,  2004                                        $      5,230
     June  30,  2005                                                 872
                                                            ------------

     Total  minimum  lease  payments                               6,102
     Less:  amount  representing  interest                      (  1,537)
                                                            ------------

     Present  value  of  minimum  lease  payments           $      4,565
                                                            ============


                                       45
<PAGE>
Note  12     Notes  Payable
             --------------
<TABLE>
<CAPTION>
                                                                                       2003          2002
                                                                                   ------------  -------------
<S>                                                                               <C>           <C>
Maryanne  Richard

On  June  13, 2002, the Company issued a note payable to Maryanne Richard in the
amount  of  $1,000,000 as part of the consideration for the purchase of Lightec.
The  note  bears  interest  at  9%  and  requires $250,000 principal payments on
September  30,  2002,  December 31, 2002 and final $500,000 payment on March 31,
2003.  Included  in  accrued  liabilities at June 30, 2003 is $94,192 of accrued
interest.  The note is secured by deposit accounts, investment property, letters
of  credit rights and letters of credit, rights to payments evidenced by chattel
paper,  rights  to payments for money or funds advanced or sold and all proceeds
of  any  and  all  of  the  above.

Consideration  of  8,000,000  stock purchase warrants, which gives the rights to
the  holder  to acquire one of common stock at a price of $0.125 for a period of
two  years,  was given to extend the repayment terms by three months to commence
on  December  31,  2002.  The  granting of share purchase warrants is subject to
Lightec  obtaining funding on the Bridgeport School contract.  As of the date of
this  statement,  the  Company has defaulted on the repayments starting December
31,  2002 and the Bridgeport School contract has yet to be funded, consequently,
interest  payments  on  the  loan  are  in  arrears.

Pursuant  to  an agreement dated October 29, 2003, the Company has agreed to set
the principal of the note at $1,105,000 ("new principal").  Interest will accrue
on  the  new  principal at the rate of 9% per annum commencing on the day of the
first  receipt  of  funds  from  the  Bridgeport  School  contract.

Payments  against  the new principal and accrued interest will commence once the
$362,500 included in accounts payable - related entities, has been repaid.  This
$362,500  is owed to Mike Richard pursuant to an employment contract.  9% of the
receipts  from  the  Bridgeport  School  contract  will be applied against these
debts.

                                                                                   $  1,000,000  $  1,000,000
                                                                                   ------------  -------------
</TABLE>


                                       46
<PAGE>
Note  12     Notes  Payable  -  (cont'd)
             --------------

<TABLE>
<CAPTION>
                                                                                       2003          2002
                                                                                   ------------  -------------
<S>                                                                                <C>           <C>
Synergex  Group  Partnership

One  June  11,  2002 Synergex Group Partnership loaned the Company $1,000,000 to
facilitate  the  acquisition  of  Lightec.  The  note  bears  interest at 9% and
required  $250,000  principal  payments on September 30, 2002, October 31, 2002,
November  30,  2002  and  December 31, 2002.  Included in accrued liabilities at
June  30,  2003  is $94,685 of accrued interest.  The note is secured by deposit
accounts,  investment  property, letters of credit rights and letters of credit,
rights  to  payments evidenced by chattel paper, rights to payments for money or
funds  advanced  or  sold  and  all  proceeds  of  any  and  all  of  the above.

Consideration  of  8,000,000  stock purchase warrants, which gives the rights to
the  holder  to acquire one of common stock at a price of $0.125 for a period of
two  years,  was given to extend the repayment terms by three months to commence
on  December  31,  2002.  The  granting of share purchase warrants is subject to
Lightec  obtaining funding on the Bridgeport School contract.  As of the date of
this  statement,  the  Company has defaulted on the repayments starting December
31,  2002 and the Bridgeport School contract has yet to be funded, consequently,
interest  payments  on  the  loan  are  in  arrears.

At  June 30, 2003 the Company is in default on its loan repayments.  Pursuant to
an  agreement  dated  September  12,  2003  the  Company  is required to pay the
following:

i)  pay  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  Bridgeport  School  contract  until  paid  in  full;

ii)  pay  no  less than 7.47% of all money received on account of the Bridgeport
School  contract  until  paid  in  full
                                                                                      1,000,000     1,000,000
                                                                                   ------------  -------------

                                                                                   $  2,000,000  $  2,000,000
                                                                                   ============  =============
</TABLE>


                                       47
<PAGE>
Note  13     Notes  Payable,  Equipment

<TABLE>
<CAPTION>
                                                                                       2003          2002
                                                                                   ------------  -------------
<S>                                                                                <C>           <C>
Payable  to  General  Motors  Acceptance  Corporation,  secured  by two 2001 GMC
Savanas  with  original  costs  of  $46,864; payable for 36 months at $1,316 per
month  including  interest  at  4.9%.
                                                                                    $      -     $     28,918
Less:  current  portion                                                                    -           23,667
                                                                                   ------------  -------------

Long-term  portion                                                                  $      -     $      5,251
                                                                                   ============  =============
</TABLE>

Note  14     Convertible  Debenture  Payable
             -------------------------------

<TABLE>
<CAPTION>
                                                                                       2003          2002
                                                                                   ------------  -------------
<S>                                                                                <C>           <C>
Librico  Properties,  Ltd.

On  November  8,  2001,  the  Company  issued a convertible debenture to Librico
Properties,  Ltd.  for  a  minimum of $100,000 to a maximum of $1,000,000.   The
debenture  is  unsecured, bears interest at 12% and matures on November 2, 2011.
Librico  Properties,  Ltd.  has  the option, in whole or in part, to convert the
debenture  into  the  Company's common stock at a conversion price of $0.125 per
share,  subject  to  anti-dilution  adjustments.  Subsequent  to  June 30, 2003,
Librico  Properties,  Ltd.  converted  its  convertible debenture into 1,100,000
common  shares  of  the  Company  with another 1,100,000 warrants to purchase an
additional  1,100,000  common  shares  of the Company at $0.15 CDN for two years
from  June  30, 2003.  At June 30, 2003, interest payable of $17,718 is included
in  accrued  liabilities  and was due on September 1, 2003.  This amount was not
paid  and  is  currently  in  default.

                                                                                   $    100,000  $    100,000
</TABLE>



                                       48
<PAGE>
Note  14     Convertible  Debenture  Payable  -  (cont'd)
             -------------------------------

<TABLE>
<CAPTION>
                                                                                       2003          2002
                                                                                   ------------  -------------
<S>                                                                                <C>           <C>
Edinburgh  Investments  LLC
On  June  30,  2002,  the  Company  issued  a convertible debenture to Edinburgh
Investments  LLC.  The  debenture  is  unsecured,  matures  on June 30, 2003 and
accrues interest at 10% payable quarterly.  At June 30, 2003 interest payable of
$168,920  is  included  in  accrued  liabilities.  Edinburgh  has  the option to
convert  the  debenture into the Company's common stock at a conversion price of
$.30  per  share,  subject  to  anti-dilution  adjustments. Because the interest
payments  on the loan are currently in arrears and the Company has defaulted the
payment  on  June  30,  2003,  the  Company  has  breached  the  loan agreement.

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

-  pay  Edinburgh  $50,000  on  each of September 30, 2003, October 31, 2003 and
November  28,  2003  ($100,000  paid);

-  pay  Edinburgh  the accrued interest for September 30, 2003 onward on January
5,  2004,  April  5,  2004,  July  15,  2004  and  October  5,  2004;

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

-  deliver to Edinburgh a five year warrant to purcahse 13,440,000 common shares
at  an  excersie  price  of  $0.15  per  share                                        1,680,000     1,680,000
                                                                                   ------------  -------------

                                                                                      1,780,000      1,780,000
Less:  current  portion                                                                       -     (  100,000)
                                                                                   ------------  -------------

                                                                                   $  1,780,000  $   1,680,000
                                                                                   ============  =============
</TABLE>


                                       49
<PAGE>
Note  15     Share  Capital  and  Commitments
             --------------------------------
Stock-based  Compensation  Plan:
On  April  29, 2002, the Company adopted the 2002 employee stock option plan for
the  purpose  of  providing  an  incentive  based  form  of  compensation to the
officers,  directors, key employees and service providers of the Company.  These
options  were  granted  with  an exercise price equal to the market price of the
Company's  stock  on  the  date  of  the  grant.

<TABLE>
<CAPTION>
                                                      June 30, 2003
                                            ---------------------------------
                                                                 Weighted
                                                Optioned          Average
                                                 Shares       Exercise Price
                                            ----------------  ---------------
<S>                                         <C>               <C>
Outstanding, beginning of the year . . . .        6,300,000   $          0.11
Granted. . . . . . . . . . . . . . . . . .          850,000              0.12
Cancelled. . . . . . . . . . . . . . . . .     (  2,197,727)             0.11
Exercised. . . . . . . . . . . . . . . . .       (  968,182)             0.11
                                            ----------------  ---------------

Outstanding and exercisable at end of year  $     3,984,091   $          0.11
                                            ================  ===============


                                                      June 30, 2003
                                            ---------------------------------
                                                                 Weighted
                                                Optioned          Average
                                                 Shares       Exercise Price
                                            ----------------  ---------------

Granted. . . . . . . . . . . . . . . . . .        6,300,000   $          0.11
                                            ----------------  ---------------

Outstanding at end of year . . . . . . . .  $     6,300,000   $          0.11
                                            ================  ===============

</TABLE>

2,950,000  shares  were  exercisable  at  June  30,  2002.


                                       50
<PAGE>
Note  15     Share  Capital  and  Commitments  -  (cont'd)
             --------------------------------
Stock-based  Compensation  Plan:  -  (cont'd)

At  June 30, 2003 the following consultant or employee and director common share
purchase  options were outstanding and exercisable entitling the holders thereof
the  right  to  purchase  one  common share for each share purchase option held:

<TABLE>
<CAPTION>
                  Exercise             Expiry
 Number            Price                Date
---------        ---------       ------------------
<S>             <C>             <C>

2,609,091        $    0.11         April 28, 2004
1,000,000        $    0.11         April 30, 2004
  100,000        $    0.20         June 20, 2004
   50,000        $    0.17         October 7, 2004
  100,000        $    0.14         October 14, 2004
  125,000        $    0.11         June 27, 2012
---------
3,984,091
=========
</TABLE>

The  Company accounts for its stock-based compensation using the intrinsic value
method in accordance with Accounting Principles Board Opinion No. 25 "Accounting
for  Stock  Issued  to  Employees"  and its related interpretations.  A non-cash
compensation charge of $85,500 has been recognized in the consolidated financial
statements.

SFAS No. 123, "Accounting for Stock-based Compensation", requires the disclosure
of  pro-forma  net  loss and net loss per share by determining the fair value of
the  options  awarded  using  the  Black-Scholes  option  pricing  model.  Had
compensation  expense for the Company's shares option plan been determined based
on  the  Black-Scholes  value  at  the  date  granted  or on the date that share
purchase  options  were  repriced,  pro-forma loss and loss per share would have
been  as  follows:

<TABLE>
<CAPTION>
                                                      2003                2002
                                                -----------------  -----------------
<S>                                             <C>                <C>
Net  loss                                       $  (  13,577,615)     $  (  742,484)
Pro-forma  adjustment  for  SFAS  123              (     161,155)        (   25,175)
                                                -----------------  -----------------
Pro-forma  net  loss                            $  (  13,738,770)     $  (  767,659)
                                                =================  =================

Pro-forma  net  loss  per  share                $        (  0.11)     $     (  0.01)
                                                =================  =================
</TABLE>


                                       51
<PAGE>
Note  15     Share  Capital  and  Commitments  -
             --------------------------------

Stock-based  Compensation  Plan:  -  (cont'd)

The fair value of these options was estimated at the date of the grant using the
following  weighted  average  assumption:

                                                                         2003
                                                                         ----
Volatility  factor  of  expected  market  price of company's shares        195%
Dividend  yield                                                              0%
Weighted  average  expected  life  of  stock  options                  2  years
Risk-free  interest  rate                                                    5%

The Black-Scholes option valuation model was developed for use in estimating the
fair  value  of  traded options which have no vesting restrictions and are fully
transferable.  In  addition, option valuation models require the input of highly
subjective  assumptions,  including  expected  share  price  volatility.  The
Company's  employee  stock  options have characteristics significantly different
from  those  of  traded options, and changes in the subjective input assumptions
can  materially  affect  fair  value  estimates.

Share  Purchase  Warrants

At  June 30, 2003 the Company has 10,675,783 share purchase warrants outstanding
entitling  the  holder  thereof  the right to purchase one common share for each
warrant  held  as  follows:

<TABLE>
<CAPTION>

Number of        Exercise Price               Expiry
 Warrants          Per Warrant                 Date
----------       ---------------       -------------------
<S>              <C>                   <C>
 1,810,000       $          0.15         February 17, 2004
    20,000       $          0.15         February 27, 2004
 1,762,450       $          0.15         May 27, 2005
 7,083,333       $          0.35         June 13, 2005
----------
10,675,783
==========

</TABLE>
Other  share  purchase warrants commitments are as described in Notes 12 and 14.


                                       52
<PAGE>
Note  16     Real  Estate  Leases

On April 2, 2001, the Company leased its office facilities in Vancouver, British
Columbia  under  a  36  month lease.  The lease requires monthly rentals for the
first  two  years of approximately $2,200 and approximately $2,400 for the third
year  of  the  lease  plus  sales  taxes  and  common  area  costs.

The  lease  provides  that BSI has a three year option to renew the lease at the
prevailing  rates  at  the  time  the  lease  is  renewed.

     Future  minimum  lease  payments  are  as  follows:

     June  30,  2004     $     20,953
                         ============

     Lightec  rents  its  facilities  on  a  month-to-month  basis.

Rent expense for the years ended June 30, 2003 and 2002 was $53,744 and $50,911,
respectively.

Note  17     401(K)  Plan
             ------------

On  February  1,  2002, Lightec adopted a 401(K) retirement savings plan for its
employees.  Contributions  are  determined  by  the  Board of Directors, and the
Company did not make any contributions to the plan for the period ended June 30,
2003.

Note  18     Wondernet,  Ltd.  Agreement
             ---------------------------

On  April  2,  2002,  the  Company  entered  into  an exclusive distribution and
partnership  agreement  with  WonderNet,  Ltd.  located  in  Israel, whereby the
Company  received  the  distribution  rights for WonderNet's Penflow Proprietary
Biometric signature authentication software engine. The Company issued 2,500,000
of  its  common  shares  for  the distribution rights.  In addition, the Company
agreed  to  pay a royalty of 5% of the gross sales proceeds from the sale of the
products  and  applications.  The  Company  agreed  to  commit  $250,000 for the
initial  funding  and  development  of  the distribution territory.  The Company
prepaid $100,000 for future purchases of WonderNet's products.  The Company will
amortize  the  acquisition  once  the  property  rights  are  fully  developed.
During  the  year  ended June 30, 2003, the Company wrote-down its investment to
its net realizable value of $Nil and wrote-off the balance of the paid purchases
in the amount of $68,219.  This amount is included in general and administrative
expenses.

On  August  15,  2003,  the  Company entered into new exclusive distribution and
partnership  agreement  with WonderNet whereby the Company was granted the right
to  develop  products  based on WonderNet's Technology and to use, market, sell,
distribute and exploit the Technology in North America, Central America, Bermuda
and  the  Caribbean  Islands.  The  Company  is required to pay a 12% royalty on
gross sales of the product and purchase a minimum of $120,000 per quarter of the
product.  In consideration for the payment the Company will maintain a perpetual
right  to  exploit  WonderNet's  Technology.


                                       53
<PAGE>
Note  19     Income  Taxes
             -------------

The  Components  of  income  tax  expense  are  as  follows:

<TABLE>
<CAPTION>
                                   June 30,
                             -------------------
                               2003       2002
                             ---------  --------
<S>                          <C>        <C>
U.S. Federal tax - current.  $       -  $424,542
U.S. Federal tax - deferred          -         -
                             ---------  --------

                             $       -  $424,542
                             =========  ========
</TABLE>

Significant  components  of  the  Company's  deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                        June 30,
                                 -------------------
                                    2003        2002
                                 ----------  ----------
<S>                              <C>         <C>
Net operating loss carryforward  $1,696,052  $1,052,363
Less: valuation allowance . . .   1,696,052   1,052,363
                                 ----------  ----------

Net deferred tax assets . . . .  $        -  $        -
                                 ==========  ==========
</TABLE>

A  reconciliation  of  the  valuation  allowance  is  as  follows:

<TABLE>
<CAPTION>
                                        June 30,
                                  -------------------
                                     2003        2002
                                  ----------  ----------
<S>                               <C>         <C>
Balance at beginning of the year  $1,052,363  $  129,900
Addition for the year. . . . . .     643,689     922,463
                                  ----------  ----------

Balance at end of the year . . .  $1,696,052  $1,052,363
                                  ==========  ==========
</TABLE>

The  Company  has  the  following  net  operating  loss carry forwards totalling
$9,235,372,  the  benefit  of  which  has  not  been  recorded  in the financial
statements.

      Expiration Date
      ---------------
          2013              $    410,542
          2019                   794,490
          2020                   890,950
          2021                 1,736,008
          2022                 3,183,763
          2023                 2,219,618
                            ------------
                            $  9,235,372
                            ============

                                       54
<PAGE>

Note  20     Business  Segments
             ------------------

FASB  Statement  No. 131 "Disclosure about Segments of an Enterprise and Related
Information,"  requires  companies  to  provide  certain information about their
operating  segments.  The  Company  has  three reportable segments: the Company,
Lightec  and  DataDesk.
Summarized financial information concerning the Company's reportable segments is
shown  on  the  following  table:

<TABLE>
<CAPTION>
                                        -              -         Total before      Datadesk
                                       The             -         Discontinued    (Discontinued
                                     Company        Lightec       Operations      Operations)
                                  --------------  ------------  --------------  ---------------
<S>                               <C>             <C>           <C>             <C>
2003
-----
Net sales to external customers
                                  $           -   $ 1,147,140   $   1,147,140   $      231,301
Operating earnings (loss). . . .   (  9,525,366)   (  133,918)   (  9,659,334)      (  512,636)
Total assets . . . . . . . . . .         82,432       100,376         182,808          161,053
Depreciation and amortization
                                          8,399        46,673          55,072           10,568
Capital expenditures . . . . . .          7,176         2,092           9,268            4,165

2002
-----
Net sales to external customers
                                  $           -   $ 2,656,457   $   2,656,457   $            -
Operating earnings (loss). . . .   (  1,382,210)      639,726      (  742,484)               -
Total assets . . . . . . . . . .      8,332,545       457,724       8,790,269        3,435,830
Depreciation and amortization
                                          6,235        14,556          20,791                -
Capital expenditures . . . . . .         50,182             -          50,182                -
</TABLE>

Note  21     Economic  Dependency
             --------------------
The  sales  and purchases listed below are for the year ended, June 30, 2003 and
the  period  of  March  14,  2002  to  June  30,  2002  for  Lightec  only:

<TABLE>
<CAPTION>
                                                                    2003   2002
                                                                    -----  -----
<S>                                                                 <C>    <C>
Sales
-----
Sales to major customers were as follows:
     Customer A. . . . . . . . . . . . . . . . . . . . . . . . . .    47%    99%
     Customer B. . . . . . . . . . . . . . . . . . . . . . . . . .    28%     -
Purchases
-----
Purchases from major suppliers and subcontractors were as follows:
     Supplier or subcontractor A . . . . . . . . . . . . . . . . .    14%    33%
     Supplier or subcontractor B . . . . . . . . . . . . . . . . .     -     15%
     Supplier or subcontractor C . . . . . . . . . . . . . . . . .     -     20%
</TABLE>

Note  22     Related  Party  Transactions
             ----------------------------

During the year ended June 30, 2003, the Company incurred the following expenses
charged  by  directors,  relatives  of directors, former directors, officers and
private  companies  with  common  directors  with  the  Company.

<TABLE>
<CAPTION>
<S>                                           <C>
Consulting fees. . . . . . . . . . . . . . .  $  277,350
Directors fees . . . . . . . . . . . . . . .       1,965
Interest . . . . . . . . . . . . . . . . . .     180,000
Accounting fees. . . . . . . . . . . . . . .      62,500
Travel . . . . . . . . . . . . . . . . . . .      28,050
Wages and benefits - administrative expenses     724,248
                                              ----------
                                              $1,274,113
                                              ==========
</TABLE>


                                       55
<PAGE>
During  the  year  ended  June  30,  2003,  the  Company entered into consulting
agreements  with  four  key  individuals.  The  agreements  provide for  minimum
aggregate  annual base salaries of $456,000, bonuses to specific individuals and
stock  options  for  1,000,000  shares  of  the  Company's  common  stock.  The
agreements  expire  within  a  year  and  may  be  renewed.

Included in share capital are finder's fees totalling $14,850 paid to a director
of  the  Company.

During  the year ended June 30, 2002, the Company purchased $40,000 of furniture
and  fixtures  from  an  officer  of  the  Company.

These  expenses were measured by the exchange amount, which is the amount agreed
upon  by  the  transacting  parties.

Included  in accounts payable-related entities at June 30, 2003 is $76,539 owing
to  a  former  officer  of  the  Company  with  respect  to  advances.

Accounts  payable-related  entities at June 30, 2003 represents amounts owing to
directors, former directors, officers and companies with a former common officer
with  respect to unpaid wages, advances, fees and expenses. Of the amount due to
related  entities,  four  individuals have agreed to settle $825,129 of debt for
$206,282  cash  and  $618,847  of  S-8  common  stock.  This  settlement has not
completed.  Amounts  due to related entities are unsecured, non-interest bearing
with  no  specific  terms for repayment with the exception of the aforementioned
$825,129.

Included  in  accrued  liabilities  is  interest  payable  of  $188,875 due to a
relative  of  a  former  director  and  to  a  company  with  a common director.

Notes  payable are due to relatives of a former director and to a company with a
common  director.


                                       56
<PAGE>
Note  23     Discontinued  Operations
             ------------------------

During  the  year  ended  June  30,  2003,  the Company adopted a formal plan to
dispose  of  its wholly-owned subsidiary Datadesk.  Loss related to Datadesk has
been  disclosed  for  the  year  ended  June  30, 2003 as loss from discontinued
operations.  The consolidated financial statements include the following amounts
related  to  the  discontinued  operations  of  Datadesk:

<TABLE>
<CAPTION>

                                                  2003       2002
                                                --------  ----------
<S>                                             <C>       <C>
Cash and short-term investments. . . . . . . .  $      -  $    3,128
Accounts receivable. . . . . . . . . . . . . .         -      89,905
Inventories. . . . . . . . . . . . . . . . . .   137,270      65,483
                                                --------  ----------

Current assets of discontinued operations. . .  $137,270  $  158,516
                                                ========  ==========


Capital assets . . . . . . . . . . . . . . . .  $ 22,283  $   28,685
Goodwill . . . . . . . . . . . . . . . . . . .         -   3,405,645
Other. . . . . . . . . . . . . . . . . . . . .     1,500       1,500
                                                --------  ----------

Long-term assets of discontinued operations. .  $ 23,783  $3,435,830
                                                ========  ==========


Bank indebtedness. . . . . . . . . . . . . . .  $  1,207  $        -
Accounts payable . . . . . . . . . . . . . . .   718,748     481,380
                                                --------  ----------

Current liabilities of discontinued operations  $719,955  $  481,380
                                                ========  ==========

</TABLE>

Capital  assets  related  to  discontinued  operations consist of the following:

<TABLE>
<CAPTION>
                                                      Net carrying value
                                         Accumulated  ------------------
                             Cost       Amortization    2003       2002
                         -------------  ------------  -------    -------
<S>                      <C>            <C>           <C>        <C>
Computer equipment. . .  $      39,320  $    27,984  $ 11,336    $12,559
Furniture and equipment         26,131       15,184    10,497     15,216
Vehicles. . . . . . . .         27,393       27,393         -        910
                         -------------  ------------  -------    -------

                         $      92,844  $    70,561  $ 22,283    $28,685
                         =============  ============  =======    =======
</TABLE>


                                       57
<PAGE>
Note  23     Discontinued  Operations  -  (cont'd)
             ------------------------

Loss  from  discontinued  operations  is  as  follows:

<TABLE>
<CAPTION>


                                         2003         2002
                                         ----         ----
<S>                                <C>             <C>
Revenue . . . . . . . . . . . . .  $     231,301   $      -
Direct expenses . . . . . . . . .         99,357          -
                                   --------------  ------------
Gross profit. . . . . . . . . . .        131,944          -
                                   --------------  ------------

Expenses
Administrative and general. . . .        634,012          -
Amortization of capital assets. .         10,568          -
                                   --------------  ------------

                                         644,580          -
                                   --------------  ------------

Loss before other item. . . . . .     (  512,636)         -
Other item:
Write-down of goodwill. . . . . .   (  3,405,645)         -
                                   --------------  ------------

Loss from discontinued operations  $(  3,918,281)  $      -
                                   ==============  ============

</TABLE>



                                       58
<PAGE>
Note  23     Discontinued  Operations  -  (cont'd)
             ------------------------

Cash  flows  from  discontinued  operations  are  as  follows:
<TABLE>
<CAPTION>
                                                                2003       2002
                                                           --------------  -----
<S>                                                        <C>             <C>
Operating Activities
Net loss for the year . . . . . . . . . . . . . . . . . .  $(  3,918,281)  $   -
Items not involving cash:
Amortization of capital assets. . . . . . . . . . . . . .         10,568       -
Write-off of marketable securities. . . . . . . . . . . .          1,150       -
Write-down of goodwill. . . . . . . . . . . . . . . . . .      3,405,645       -
Changes in non-cash working capital balances consist  of:
Accounts receivable . . . . . . . . . . . . . . . . . . .         89,905       -
Inventories . . . . . . . . . . . . . . . . . . . . . . .      (  71,787)      -
Accounts payable and accrued liabilities. . . . . . . . .        237,366       -

                                                              (  245,434)      -

Financing Activities
Bank indebtedness . . . . . . . . . . . . . . . . . . . .          1,207       -
Advances from parent company. . . . . . . . . . . . . . .        246,414       -

                                                                 247,621       -

Investing Activity
Acquisition of capital assets . . . . . . . . . . . . . .       (  4,165)      -

Decrease in cash during the year. . . . . . . . . . . . .       (  1,978)      -

Cash, beginning of the year . . . . . . . . . . . . . . .          1,978       -

Cash, end of the year . . . . . . . . . . . . . . . . . .  $           -   $   -

</TABLE>

Note  24     Comparative  Figures
             --------------------

Certain  of  the  comparative  figures  have  been  restated to conform with the
current  years  presentation.

Note  25     Subsequent  Events
             ------------------

Subsequent  to  June  30,  2003:

i)     the  Company  entered  into a Stock  and Note Transfer Agreement with Pan
Pacifica Ltd. ("Pan Pacifica") Pursuant to the agreement, effective as of August
20, 2003, the Company will transfer all of the outstanding shares of Datadesk, a
wholly-owned  subsidiary  of  the  Company, and 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 to Pan Pacifica.  The
agreement  was  entered  into simultaneously with a settlement agreement between
the  Company  and  its  former  officer.
The  transfers  to  Pan Pacifica pursuant to the Transfer Agreement were partial
consideration  for  the release of its former officer of the Company and certain
other  related  parties  from  any  claims  that the former officer may have had
against  them  as  of  the  date  of  the settlement agreement. The Company also
released  the  former officers from any claims it may have had against him as of
the  date  of  the settlement agreement.  In connection with the settlement, the
Company will also transfer immediately available funds in the amount of $151,020
to  Pan  Pacifica;

ii)     the  Company  received $824,357 pursuant to a private placement at $0.08
per  unit.  Each unit consists of one common share and one common share purchase
warrant.  Each  warrant  and  $0.15  entitles  the holder thereof to acquire one
additional  common  share;

iii)     the  Company  and  a subsidiary were served with a complaint filed with
the  Superior  Court  of the State of Washington for $140,443 with respect to an
unpaid  account.  The  Company  has  provided for $104,040, which is included in
current  liabilities of discontinued operations.  The Company has retained legal
representation  to  contest  this  matter;

iv)     the  Company  and a subsidiary received a summary judgement against them
dated  September 12, 2003 for $93,912 plus interest for an unpaid account.  This
amount  has  been  provided  for  in  the  current  liabilities  of discontinued
operations.



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