SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-1
                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended: October 31, 2003

                         Commission File Number: 0-27002

                        INTERNATIONAL DISPLAYWORKS, INC.
             (Exact name of Registrant as specified in its charter)

       Delaware                                        94-3333649
       --------                                        ----------
  (State or Incorporation)                  (I.R.S. Employer Identification No.)
599 Menlo Drive, Suite 200,
   Rocklin, California                                    95765
---------------------------                               -----
  (Address of principal                                 (Zip Code)
    executive offices)

                                 (916) 415-0864
                                 --------------
              (Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

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

Indicate by a checkmark if disclosure of delinquent  filers pursuant to Item 405
of Regulation  S-K,  (ss.229,405 of this chapter) is not contained  herein,  and
will not be contained,  to the best of the registrant's knowledge, in definitive
proxy or  information  statements  incorporated  by reference in Part III of the
Form 10-K or any amendment of this Form 10-K.   [ ]

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

Aggregate  Market  Value  of the  voting  stock  held by  non-affiliates  of the
registrant  based on the closing  sale price as reported by the OTCBB on January
21, 2004 was $41,942,711.30.

The number of shares of the registrant's common stock, no par value, outstanding
on January 21, 2004 was 24,610,508.

Documents incorporated by reference: Certain portions of Registrant's definitive
proxy  statement to be filed pursuant to Regulation  14A in connection  with the
annual meeting of stockholders: None


<PAGE>


                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors

     Stephen  C.  Kircher,  age 50,  has  served  as  Chairman  of the  Board of
Directors of the Company  since  February  2000 and as a director  since October
1999.  Mr.  Kircher was appointed as our Chief  Executive  Officer in July 2001.
Since 1993, he served as Chairman and majority owner of Capitol Bay Group,  Inc.
and as Chairman of Capitol Bay  Securities,  Inc., a securities  and  investment
banking firm and Capitol Bay  Management,  Inc.,  an  investment  company.  Both
Capitol Bay Securities,  Inc. and Capitol Bay Management, Inc. were wholly owned
subsidiaries  of  Capitol  Bay  Group,  Inc.  Mr.  Kircher  closed  Capital  Bay
Securities,  Inc. in February of 2001. Mr. Kircher was also a founding  Director
of Burlingame Bancorp and served on its Board from 1984 to 1991. Mr. Kircher has
a Bachelor of Arts degree from the University of California, San Diego.

     Anthony  G.  Genoves,  age 61,  has been a director  of our  company  since
September  2000,  Chief  Technology  Officer since 2000 and Assistant  Secretary
since July 2001. He founded IDW in June 1999 to purchase the shares of MULCD and
Vikay Industrial (Shenzhen) Limited ("IDWT").  IDW operated MULCD and IDWT under
a management  contract  with Vikay  Industrial  (Singapore)  Limited  ("Vikay"),
MULCD's and IDWT's parent  company,  from August 1, 1999. From 1997 to 1999, Mr.
Genovese was  President,  joint member of the Office of the Chief  Executive and
Director of Vikay.  Vikay  entered  Judicial  Management,  a form of  bankruptcy
proceeding in Singapore, in December 1997, though the Judicial Managers of Vikay
selected Mr. Genovese to oversee  continuing  operations.  In 1986, Mr. Genovese
founded VGI, Inc., a joint venture  company with Vikay to market Vikay LCD's and
enter the LCD module  business in the U.S. In 1992,  VGI became a subsidiary  of
Vikay and was renamed Vikay America,  Inc. Mr.  Genovese  continued as President
and CEO of Vikay America from 1992 to 1997. Mr. Genovese  received a Bachelor of
Science  in Physics  from  Manhattan  College,  a Master of Science in Physics &
Mathematics  from NYU & Courant  Institute of Mathematical  Sciences and studied
Systems Management at USC for 18 graduate credits towards a Master Degree.

     William H.  Hedden,  age 49, has served as a director of our company  since
1999.  Mr.  Hedden  has  served as  President  and Chief  Executive  Officer  of
Consolidated  Adjusting,  Inc., a  construction  insurance  adjusting firm since
1992.  From 1985 to 1992, Mr. Hedden served as a Director of Burlingame  Bancorp
and its  subsidiary,  Burlingame  Bank & Trust Co. In 1984, Mr. Hedden served as
Chairman  of the  Board  of  Bayhill  Service  Corporation,  a  mortgage-banking
subsidiary of Delta Federal Savings & Loan. From 1983 to 1987, Mr. Hedden served
as Chairman of the Board of Delta Federal  Savings & Loan.  Mr. Hedden  received
his Juris Doctor degree from Hastings  College of the Law and a Bachelor of Arts
degree from Stanford University.
<PAGE>

     Timothy B. Nyman,  age 53, has served as a director  of our  company  since
October 2000. Mr. Nyman is the Senior Vice President of Global Services at GTECH
Corporation,   the  world's  leading  operator  of  online  lottery  transaction
processing systems. In 1979, Mr. Nyman went to work with the predecessor company
of GTECH  Corporation,  which was the gaming  division of Datatrol,  Inc. In his
twenty-three  years with GTECH and its predecessors,  Mr. Nyman has held various
positions in operations and marketing. He has directed a full range of corporate
marketing  activities and  participated in the planning and  installation of new
online lottery systems  domestically and  internationally.  Mr. Nyman received a
Bachelor of Science  degree in Marketing,  Accounting  and Finance from Michigan
State University.

     Ronald A.  Cohan,  age 63, has served as a director  of our  company  since
October 2000. Since 1995, Mr. Cohan has served as a consultant to High Integrity
Systems,  Inc., a subsidiary of Equifax Inc. Prior to that, Mr. Cohan joined the
San  Francisco  law  firm of  Pettit & Martin  as an  Associate  in 1968 and was
admitted  as a Partner  in 1972.  He opened the Los  Angeles  office of Pettit &
Martin in October of 1972 and was  partner in charge  until  March of 1983.  Mr.
Cohan left Pettit & Martin in February of 1992 and became  principal  of his own
law firm.  Mr.  Cohan has  specialized  in  government  procurement  matters for
various institutional clients such as Honeywell, 3M, Mitsui, Centex and Equifax.
Mr. Cohan received a Bachelor of Arts degree from Occidental College in 1963 and
a Juris  Doctor  degree  from the  School of Law  (Boalt  Hall),  University  of
California, Berkeley.

EXECUTIVE OFFICERS

     For information regarding Mr. Kircher & Mr. Genovese see "Directors" above.

     Ian  Bebbington,  age 48, is a chartered  accountant and has been our Chief
Financial  Officer since July 2001. Mr. Bebbington  founded Findatsys  Worldwide
Ltd., an internet start-up company where he worked from 1995 to 2001. He was the
Chief Financial  Officer from 1991 to 1993 and the Chief Executive  Officer from
1993 to 1995 of Contimach  Ltd., and its Chinese  subsidiaries,  a subsidiary of
Fenner PLC, a U.K. public company.  He held various financial positions in eight
countries with subsidiaries of Inchcape PLC, a UK "FTSE 100" quoted company from
1980 to 1991.  Mr.  Bebbington  earned a Bachelor of Science degree in Economics
and Commerce from the University of Southampton. He is a member of the Institute
of  Chartered  Accountants  of England  and Wales  qualifying  whilst  with KPMG
London.

     Philip  Gregory,  age  66,  now is  the  Senior  Vice  President  Far  East
Operations  since June 2002, had been the Vice President of Manufacturing of IDW
since  November  1999.  Mr.  Gregory  has  over  30  years'  experience  in  the
electronics  industry  in areas of product and  process  development,  equipment
design, equipment maintenance, installation and automation, in both high and low
volume,  manufacturing environments.  From 1996 to 1999, Mr. Gregory served as a
manufacturing  consultant to Three-Five Systems,  Micro Display Corp.,  Accudyne
and Villa Precision International. From 1994 to 1995, he was Product Development
Manager for Villa Precision International,  responsible for product development,

<PAGE>

customer process  improvements and sales support.  Mr. Gregory's experience also
includes CEO of Dove Communications,  General Manager of the telecom division of
Elec & Elteck,  VP of Operations for Printed Circuit  International,  Operations
Manager of National Semiconductor, and various positions with Texas Instruments.
Mr. Gregory attended North Texas State University, majoring in business.

     Alan M. Lefko,  age 56, was  promoted to our Vice  President  of Finance in
2004. Previously, he was our Corporate Controller since July 2001. Mr. Lefko was
appointed as the Corporate  Secretary in 2004.  Prior to our merger with Granite
Bay  Technologies,  Inc., Mr. Lefko was the Chief Financial  Officer of IDW from
February 2000 to July 2001.  From July 1999 to January  2000,  Mr. Lefko was the
Chief  Financial  Officer of The Original  Bungee Company  ("Bungee") in Oxnard,
California, a manufacturer and distributor of stretch cord and webbing products.
Mr.  Lefko  was  responsible  for  the   reorganization  of  Bungee's  financing
structure, establishment of an asset based lending program and implementation of
cost  accounting  systems and controls.  From 1989 to 1999,  Mr. Lefko served as
Chief  Financial  Officer and  Controller  of  Micrologic,  a  manufacturer  and
distributor of Global Positioning Systems and Vikay America,  Inc., a subsidiary
of Vikay Industrial  (Singapore) Limited, based in Chatsworth,  California.  Mr.
Lefko has a BA degree in Business  Administration and Accounting from California
State University, Northridge, California.

     There are no family relationships between any of the directors or executive
officers.

Key Employee

     Bradley J. Ferrell,  age 26,  joined our company as a financial  analyst in
2000 after graduating from Southern Methodist  University with a BS in Economics
and a year  working  as an analyst in the tech  sector of a  brokerage  company.
After a year with our Company,  he was  appointed to the position of  Production
Coordinator  with much of his time spent in Hong Kong and China. In 2002, he was
appointed  Domestic Sales Manager under our Vice President of Sales,  an officer
of the  Society of  Information  Displays  and worked  closely  with  members of
independent  network of sales  representatives.  He then  assisted  the CEO with
restructuring  the sales and marketing  function and was subsequently  appointed
Vice President of Sales and Marketing handling worldwide sales.

Audit Committee Financial Expert

     The Board of  Directors  determined  that all of the  members  of the Audit
Committee, Ronald Cohan, William Hedden and Timothy Nyman are qualified as Audit
Committee  Financial  Experts.  All of the  members of the Audit  Committee  are
independent as determined by the NASD listing standards.
<PAGE>

Compliance with Section 16 of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities and Exchange Commission ("Commission"),  directors and
officers  of the  Company  and  persons  who own more than 10% of the  Company's
common stock timely filed all required  reports pursuant to Section 16(a) of the
Securities Exchange Act of 1934.

Code of Ethics

     We have  adopted a code of ethics that applies to our  principal  executive
officer, principal financial officer,  principal accounting officer,  controller
and other persons performing similar functions. A copy of our code of ethics can
be            found            on           our            website            at
http://www.idwlcd.com/InvestorRelations/doc/THE%20IDW%20CODE%20OF%20CONDUCT.doc.
The  Company  will report any  amendment  or wavier to the code of ethics on our
website within five (5) days.

ITEM. 11.  EXECUTIVE COMPENSATION.

Summary Compensation Table
<TABLE>
<CAPTION>
<S>             <C>                          <C>        <C>           <C>          <C>            <C>

                                                                                               Securities
                Name and                                                           Other       Underlying
           Principal Position               Period                   Bonus     Compensation      Options
           ------------------               ------                   -----     ------------      -------
                                                          $            $             $
                                                          -            -             -

Stephen C. Kircher,                          2003      $150,000        -             -             2,000
Chief Executive Officer & Chairman           2002      $138,542        -             -              -
                                             2001      $ 61,417        -             -           100,000


Anthony Genovese,                            2003      $175,000        -         $9,000(1)         2,000
Chief Technology Officer                     2002      $214,850        -         $9,000(1)          -
& Vice Chairman                              2001      $145,833        -         $7,500(1)        30,000


Ian Bebbington,                              2003      $116,785        -        $42,465(3)         2,000
Chief Financial Officer                      2002      $102,194     $30,967     $54,065(3)       50,000
                                             2001      $  33,848       -        $17,436(3)       50,000


Philip Gregory,                              2003      $150,000        -        $20,236(2)       102,000
Vice President of Manufacturing              2002      $150,000        -        $20,580(2)       10,000
                                             2001      $141,583        -        $11,772(2)       30,000

Bradley J. Ferrell,                          2003      $80,000      $22,000          -           52,000
V.P. Sales and Marketing                     2002      $57,000         -             -           22,500
                                             2001      $39,909         -             -              -
</TABLE>

--------------------------
Footnotes:

(1) Represents vehicle allowance.

<PAGE>

(2)  Represents  housing & subsistence  allowance for the PRC in 2001,  2002 and
2003.
(3) Housing allowance in 2001, $17,436; 2002, housing allowance $52,645, pension
$1,420; 2003, housing allowance $42,465.

Option Grants in 2003

The following table provides information relating to stock options granted by us
during the year ended October 31, 2003.
<TABLE>
<CAPTION>
<S>                             <C>                    <C>               <C>            <C>        <C>           <C>

                                              Option Grants in Last Fiscal Year
                                                                                                      Potential Realizable
                               Number of         Percent of Total                                   Value at Assumed Annual
                              Securities        Options Granted to                                    Rates of Stock Price
                              Underlying            Employees          Exercise                           Appreciation
                            Options Granted       in Fiscal Year        Price        Expiration        For Option Terms
                            ---------------       --------------                                       ----------------
          Name                                                        Per Share        Date          5%            10%
          ----                                                        ---------        -----       ------        -------
Ian Bebbington                   2,000                  *               $0.15         12/14/07     $   85        $   184
Stephen C. Kircher               2,000                  *               $0.15         12/14/07         85            184
Anthony Genovese                 2,000                  *               $0.15         12/14/07         85            184
Philip Gregory                   2,000                  *               $0.15         12/14/07         85            184
Philip Gregory                 100,000                22.9%             $0.33         08/26/08      9,100         20,100
Bradley J. Ferrell               2,000                  *               $0.15         12/14/07         85            184
Bradley J. Ferrell              50,000                11.5%             $0.33         08/26/08      4,550         10,050
*  Less than 1%
</TABLE>

     The exercise price of each option was equal to or more than the fair market
value of our common  stock on the date of the  grant.  Percentages  shown  under
"Percent of Total  Options  Granted to  Employees  in the Last Fiscal  Year" are
based on an aggregate of 536,006 options granted to our employees under the 2000
Equity Incentive Plan during the year ended October 31, 2003.

     Potential realizable value is based on the assumption that our common stock
appreciates  at the annual rate  shown,  compounded  annually,  from the date of
grant until the expiration of the five-year  term.  These numbers are calculated
based on Securities and Exchange Commission  requirements and do not reflect our
projection or estimate of future stock price growth. Potential realizable values
are computed by:

         o      Multiplying  the  number  of shares of common stock subject to a
                given  option  by  the  exercise  price;
<PAGE>

         o      Assuming  that  the  aggregate  stock  value  derived  from that
                calculation compounds at the annual 5% or 10% rate shown  in the
                table for the entire five-year term of the option; and
         o      Subtracting  from  that  result  the  aggregate  option exercise
                price.

Fiscal Year End Option Values

     The following table sets forth for each of our executive  officers named in
the  Summary  Compensation  Table  the  number  and  value  of  exercisable  and
un-exercisable options for the year ended October 31, 2003.
<TABLE>
<CAPTION>
<S>                           <C>            <C>            <C>               <C>                <C>               <C>

                                                               Number of Securities
                            Shares                             Underlying Unsecured                Value of Unexercised
                           Acquired                                  Options                       In-The-Money Options
                              on            Value               at October 31, 2003                 at October 31, 2003
         Name              Exercise      Realized ($)     Exercisable     Un-exercisable      Exercisable      Un-exercisable
         ----              --------      ------------     -----------     --------------      -----------      --------------
Ian Bebbington                 -              -             64,500           37,500                -                 -
Stephen C. Kircher             -              -             87,000             -                   -                 -
Anthony Genovese               -              -            202,000           60,000                -                 -
Philip Gregory                 -              -            122,000           80,000                -                 -
Bradley J. Ferrell             -              -             28,250           48,750                -                 -
</TABLE>

Compensation of Directors

     During the fiscal year ended October 31, 2003,  non-employee directors were
granted  options to purchase  2,000 shares of common  stock at $0.15.  After the
fiscal year ended  October 31, 2003,  all  non-employee  directors  were granted
15,000 shares of common stock, and in addition, the audit committee chairman was
granted  an  additional  10,000  shares of common  stock.  In  January  2000 and
December 2000,  non-employee  directors were granted  options to purchase 25,000
shares at $0.78 per share and  options to  purchase  10,000  shares at $0.85 per
share,  respectively.   All  directors  are  reimbursed  expenses  incurred  for
attending Board and Committee meetings.
<PAGE>

Employment Agreement

     In November  2002, we entered into an employment  agreement  with our Chief
Financial  Officer,  Ian  Bebbington.  The  agreement  has a term  of two  years
expiring on October 31, 2004.  Annual  compensation is  approximately  $163,000,
inclusive  of the annual cost of $40,600  for  leasehold  accommodation.  In the
event of earlier  termination  by us, we will be  required to pay the balance of
salary due until  expiration  and continue  accommodation  and  schooling of Mr.
Bebbington's children until the end of the current school year. In October 2003,
we elected not to renew this agreement in accordance  with the provisions of the
agreement. The purpose of the notice was to renegotiate some of the terms of the
agreement. These negotiations have not been concluded.

Aggregated  Option  Exercises  in Last  Fiscal  Year  and  Ten-Year  Options/SAR
Repricings

     There was no  re-pricing  of options for the fiscal year ended  October 31,
2003.

Compensation Committee Interlocks and Insider Participation

     Directors  William H. Hedden,  Ronald Cohan and Timothy  Nyman serve on the
Compensation  Committee.  There  are no  compensation  committee  interlocks  or
insider participation on our compensation committee.

Compensation Committee Report on Executive Compensation

     The executive  compensation  policies and programs developed by the Company
are designed to retain and motivate  executive officers and to ensure that their
interests  are aligned with the  interests of the  Company's  stockholders.  The
Company's  policy is to offer  competitive  compensation  opportunities  for its
employees based on a combination of factors, including Company growth, corporate
performance and the individual's personal contribution to the business.

     The Company's  compensation  programs are  implemented by the  Compensation
Committee of the Board of Directors  ("Board").  Such  programs  consist of base
salary, annual incentives and long-term  incentives.  Executive officers who are
also directors do not participate in decisions affecting their own compensation.

Base Salary

     The Compensation  Committee considered its own assessment of the individual
performances of each executive officer and its own subjective  assessment of the
Company's overall financial performance.  There is no fixed relationship between
base salary and corporate performance or between base salary and the competitive
range of salaries that may be offered by competitive companies. The Compensation
Committee  members   considered  their  business  judgment  in  light  of  their
experience to be an important factor in establishing executive compensation.
<PAGE>

Annual Incentives

     On an annual  basis,  the  Compensation  Committee  considers  the grant of
annual  incentive  bonuses to each  executive  officer.  Incentive  bonuses  are
discretionary and are determined  subjectively,  with the Compensation Committee
taking  into  consideration  the  individual's  performance,   contribution  and
accomplishments  during  the  past  fiscal  year  and  the  Company's  financial
performance. Neither the decision to award a bonus, nor the specific size of the
incentive bonus, is based on any specific measure of corporate  performance.  In
fiscal 2003, an incentive bonus was awarded to the V.P. of Sales and Marketing.

Stock Incentive Compensation

     The Board  believes  that stock  ownership  by  executive  officers and key
employees  provides  valuable  incentives  for those  persons  to benefit as the
Company's common stock price increases,  and that stock  option-based  incentive
compensation arrangements help align the interests of executives,  employees and
stockholders.

     The Board has granted stock options to executives and key employees through
the Company's  Employee Equity  Incentive Plan  (formerly,  the 1990 Amended and
Restated Stock Option Plan) (the "Plan"),  approved by the stockholders in 1991.
The Plan was  amended  by the  Board in 1995 to  increase  the  number of shares
available  under the Plan to  1,102,500,  which  amendment  was  approved by the
Company's  stockholders.  The Plan was  again  amended  by the  Board in 1997 to
change the name of the Plan,  add  certain  additional  types of equity  grants,
provide  for  acceleration  of vesting on certain  changes in control or sale of
substantially  all the Company's  assets and a number of  immaterial  changes to
update,  modernize and reorganize the Plan, which amendment was also approved by
the Company's stockholders. This Plan has now expired.

     Effective  October 12, 1999,  the Board  adopted the 1999 Stock Option Plan
for Non-Employee  Directors (the "Directors'  Plan").  The Plan provides for the
issuance of up to 300,000  shares of the  Company's  common stock (as  presently
constituted) to existing  directors and, in the case of extra service or duties,
to prior  directors.  Options may be awarded in such amounts,  at such times, at
such exercise prices and on such other terms as the Board determines, subject to
any limitations in the Plan. Unless otherwise designated, options vest uniformly
over the year  following  the date of grant.  The  options,  subject  to earlier
termination  under the Plan or option grant,  expire after the later of (i) five
years  after  the  date of grant  or (ii)  five  years  after  termination  as a
director.  In 2003,  the Board  granted 6,000 options to directors at an average
price of $0.15.

     Effective September 28, 2000, the Board and the stockholders of the Company
approved the 2000 Employee Equity Incentive Plan ("Equity  Incentive  Plan"). On
July 30, 2003, the Board and stockholders  approved an amendment to increase the
number of shares under the Equity  Incentive  Plan to 1,632,800.  The purpose of
the  Equity  Incentive  Plan  is to  attract  and  retain  the  services  of key

<PAGE>

employees,  directors,  officers and  consultants  and to help such  individuals
realize a direct proprietary  interest in the Company. In 2003, the Board issued
options to purchase 536,006 shares at an average exercise price of $0.29.

     In determining the number of options granted to executive  officers and key
employees,  the Board  considered  the person's  opportunity to affect the share
price of the Company's common stock, the level of the person's performance based
on past  performance,  future  contribution  to the Company and the  anticipated
incentive effect of the number of options granted.

     The Board  believes  that the policies and plans  described  above  provide
competitive   levels  of  compensation   and  effectively  link  executives  and
stockholder interests.  Moreover, the Board believes such policies and plans are
consistent with the long-term investment objectives  appropriate to the business
in which the Company is engaged.

                                            Respectfully Submitted,
                                            Compensation Committee of
                                            International DisplayWorks, Inc.

                                            William H. Hedden
                                            Ronald Cohan
                                            Timothy Nyman

Comparison of Cumulative Total Return on Investment

     There can be no assurance that our stock performance will continue into the
future with the same or similar trends  depicted in the graph below.  The market
price of our common stock in recent years has fluctuated significantly and it is
likely  that the price of the stock  will  fluctuate  in the  future.  We do not
endorse any  predictions  of future stock  performance.  Furthermore,  the stock
performance  chart is not considered by us to be (i) soliciting  material,  (ii)
deemed  filed  with  the  Securities  and  Exchange  Commission,  or (iii) to be
incorporated  by reference in any filings by us under the Securities Act, or the
Exchange Act.
<PAGE>

                               [GRAPHIC OMITTED]

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Equity Compensation Plan Information

          Compensation Plan Table

     The following  table  provides  aggregate  information as of the end of the
fiscal  year ended  October  31,  2003 with  respect to all  compensation  plans
(including individual  compensation  arrangements) under which equity securities
are authorized for issuance.
<TABLE>
<CAPTION>
<S>        <C>                          <C>                      <C>                       <C>
-----------------------------------------------------------------------------------------------------------
       Plan category         Number of securities to       Weighted-average         Number of securities
                             be issued upon exercise       exercise price of      remaining available for
                             of outstanding options,     outstanding options,      future issuance under
                               warrants and rights        warrants and rights    equity compensation plans
                                                                                   (excluding securities
                                                                                  reflected in column (a))
                                       (a)                       (b)                        (c)
-----------------------------------------------------------------------------------------------------------
 Equity compensation plans
   approved by security
          holders                   1,719,604                    $0.85                    631,612
-----------------------------------------------------------------------------------------------------------
 Equity compensation plans
 not approved by security             235,000                    $0.48                       -
          holders
-----------------------------------------------------------------------------------------------------------
           Total                    1,954,604                    $0.80                    631,612
-----------------------------------------------------------------------------------------------------------
</TABLE>

     Equity Compensation Plans Not Approved by Security Holders

     The Board has granted  options to purchase  235,000  shares of common stock
that are not part of compensation plans approved by the security holders.  There
are options to purchase  150,000 shares granted in the fiscal 2001 to our former
President and director at an exercise price of $0.50, options to purchase 50,000
shares granted to a director in fiscal 1999 at an exercise  price of $0.25,  and
options to  purchase  35,000  shares  granted to a director in fiscal 2000 at an
exercise price of $0.75.
<PAGE>

Principal Stockholders

     The following table sets forth certain  information as of January 21, 2004,
with  respect  to the  beneficial  ownership  of our  common  stock for (i) each
director,  (ii) all of our  directors  and  officers as a group,  and (iii) each
person  known  to us to own  beneficially  five  percent  (5%)  or  more  of the
outstanding shares of our common stock.

     The  address  for each  listed  stockholder  unless  otherwise  listed  is:
International   DisplayWorks,   Inc.,  599  Menlo  Drive,  Suite  200,  Rocklin,
California 95765. To our knowledge, except as indicated in the footnotes to this
table or pursuant to applicable  community  property  laws, the persons named in
the table have sole voting and  investment  power with  respect to the shares of
common stock indicated.
<TABLE>
<CAPTION>
<S>              <C>                                                <C>                  <C>

                                                                 Number of
         Name of Beneficial Owner                                Shares(1)            Percent(2)
         ------------------------                                ---------            ----------
         Stephen C. Kircher                                       2,950,923(3)          11.7%
         The Pinnacle Fund, L.P.                                  2,966,667             12.1%
            4965 Preston Park Blvd., Suite 240
            Plano, Texas 75093
         William H. Hedden                                           82,000(4)             *
         Anthony Genovese                                                  (5)           7.1%
         Ronald Cohan                                               181,000(6)             *
         Timothy Nyman                                              453,664(7)           1.8%
         All directors and executive officers as a group          5,731,290(8)          22.2%
         (seven persons)
-------------------
Footnotes:
</TABLE>

*        Does not exceed 1% of the class.
(1)      "Beneficial Ownership"  is  defined  pursuant  to  Rule  13d-3  of  the
         Exchange  Act,   and  generally   means  any  person  who  directly  or
         indirectly  has or shares voting or investment  power with respect to a
         security.   A person  shall be deemed to be the  beneficial  owner of a
         security if that  person has the right to acquire beneficial  ownership
         of the  security  within  60 days,  including,  but not limited to, any
         right to acquire the  security  through  the  exercise of any option or
         warrant or through the  conversion of  a security.  Any  securities not
         outstanding that are subject to options  or warrants shall be deemed to
         be  outstanding  for  the  purpose  of  computing   the  percentage  of
         outstanding  securities  of the class owned by  that person,  but shall
         not be deemed to be  outstanding  for  the  purpose  of  computing  the
         percentage of the class owned by any other person.

(2)      Based on 24,610,508 shares of the Company's common stock outstanding at
         January  21, 2004,  plus  that  number  of  shares  subject  to options
         exercisable within 60 days of January 21, 2004 owned by each individual
         or group of individuals.

(3)      Includes 2,274,000 shares  and  warrants to purchase 589,923  shares of
         common  stock owned by the Kircher  Family Trust of which  Mr.  Kircher
         and his wife are the trustees and options  to  purchase  87,000  shares
         held in the name of Stephen C.  Kircher.

(4)      Includes 45,000 shares and options to purchase 37,000 shares.
<PAGE>

(5)      Includes  812,000  shares  held in joint  tenancy  with Mr.  Genovese's
         wife,  Mrs.  Sharon  Genovese,  694,353  shares  held by an  individual
         retirement  account  for  Mr.  Genovese,   2,000   shares  held  by  an
         individual  retirement account for Mrs. Genovese,  options  to purchase
         200,000 shares and warrants to purchase 60,000 shares.

(6)      Includes 159,000 shares and options to purchase 22,000 shares.

(7)      Includes 431,664 shares and options to purchase 22,000 shares.

(8)      Includes 4,403,017 shares,  options  to  purchase  368,000  shares  and
         warrants to purchase 649,923 shares exercisable owned by our directors,
         100,000  shares  and  options  to  purchase  64,500 shares owned by Mr.
         Bebbington and  21,350  shares  and options to purchase  124,500 shares
         owned by Mr. Gregory.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Certain Relationships and Related Transactions

     On July 15,  2003,  a party  related  to a member  of our  Chief  Executive
Officer purchased $100,000 of units in our private placement of units. Each unit
offering  consisting of debt  instruments and warrants to purchase 20,000 shares
of common stock for each $100,000 loaned to us. Under the debt  instruments,  we
will pay  interest  only  payments  each month at a rate of 12% per year and the
total amount  borrowed is due on December 31, 2004. The warrants are exercisable
for $0.35 per share for a period of three years.

     Subsequent  to the year end,  our Chief  Executive  Officer  and his spouse
inherited  from a  relative  promissory  notes  issued by us for  $75,000  at an
interest  rate of 12.68% and $100,000 at an interest rate of 12% and warrants to
purchase 5,625 shares at $0.21,  11,250 shares at $0.16, 10,000 shares at $0.35,
2,500 shares at $0.51 and 5,000 shares at $0.75 per share.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Relationship with Independent Auditors

     The Company retained the firm of Grant Thornton LLP as independent auditors
of the Company for the fiscal year ending October 31, 2003.

Audit Fees

     The aggregate fees billed for professional  services rendered for the audit
of the Company's annual financial  statements on Form 10-K and the review of the
financial  statements  included in the Company's  quarterly reports on Form 10-Q
for the fiscal year ended October 31, 2002 was $129,610 and October 31, 2003 was
$135,000.

Audit-Related Fees

     The  aggregate  fees  billed for  assurance  and  related  services  by the
principal accountant that are reasonably related to the performance of the audit
or review of the Company's  financial  statements for the year ended October 31,
2002 was $27,903 and October 31, 2003 was $0.
<PAGE>

Tax Fees

     The aggregate fees billed for tax  compliance,  tax advice and tax planning
rendered by our independent  auditors for the fiscal year ended October 31, 2002
was $6,500 and  October  31,  2003 was $0. The  services  comprising  these fees
include preparation of tax returns.

All Other Fees

     The aggregate fees billed for all other  professional  services rendered by
the  Company's  independent  auditors for the fiscal year ended October 31, 2002
was $0 and October 31, 2003 was $0.

     The  Audit  Committee  approved  100% of the  fees  paid  to the  principal
accountant  for   audit-related,   tax  and  other  fees.  The  Audit  Committee
pre-approves all non-audit services to be performed by the auditor in accordance
with the Audit  Committee  Charter.  The  percentage  of hours  expended  on the
principal  accountant's  engagement to audit the Company's financial  statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full-time, permanent employees was
0% to the best of the Company's knowledge.




<PAGE>


                                   SIGNATURES

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

                                            INTERNATIONAL DISPLAYWORKS, INC.,
                                            A Delaware corporation


Dated:   February 26, 2004             By: /s/ Stephen C. Kircher
                                           -------------------------------------
                                           Stephen C. Kircher,
                                           Chairman and Chief Executive Officer
                                           (Principal Executive Officer)