# UNITED STATESSECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

# Form 10-QSB

(Mark One)

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

| | For
the quarterly period ended  June 30, 2004
| | ---------------------------------------------

[     ] TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

| | For
the transition period from __________ to __________
| | -------------------------------------------------------

| | Commission
file number  000-31503
| | ---------------------------------

EDEN ENERGY CORP.(Exact
name of small business issuer as specified in its charter)

|                                                               |                                  
|-------------------------------------------------------------- | ---------------------------------
|Nevada                                                         | 98-0199981                       
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

1925  200
Burrard Street, Vancouver, BC V6C 3L6 (Address of principal executive offices)

604.693.0177 (Issuers
telephone number)

E-Com Technologies
Corporation325  1130 West Pender Street, Vancouver, BC V6E 4A4(Former
name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.     Yes [X]     No [   ]

# APPLICABLE ONLY TO
ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a
court.     Yes [   ]     No  [   ]

# APPLICABLE ONLY TO
CORPORATE ISSUERS

State the number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date:  17,145,869 common shares issued and outstanding as of
August 10, 2004

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

---

2

# PART I 
FINANCIAL INFORMATION

# Item 1.  Financial
Statements.

Interim Financial
Statements  (Expressed in United States dollars)

EDEN ENERGY CORPORATION (Formerly E-Com
Technologies Corporation)

(A Development Stage
Company)

Six month period ended
June 30, 2004

(Unaudited)

---

3

EDEN ENERGY
CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Interim
Balance Sheets June 30, 2004 and December 31, 2003 (Expressed in United States dollars) (Unaudited)

|                                                
|------------------------------------------------
|                                                
|                                                
|Assets                                          
|Total assets                                    
|                                                
|Liabilities and Stockholders' Deficiency        
|Current liabilities:                            
|Accounts payable and accrued liabilities        
|                                                
|Stockholders' deficiency:                       
|Authorized share capital:                       
|100,000,000 common voting shares, par value of  
|$0.001 per share                                
|10,000,000 preferred shares, par value of $0.001
|per share                                       
|Issued and outstanding:                         
|17,145,869 common shares (2003: 17,145,869)     
|Additional paid-in capital                      
|Deficit                                         
|Deficit accumulated during the development stage
|                                                
|Total stockholders' deficiency                  
|                                                
|Total liabilities and stockholders' deficiency  
|                                                

See accompanying notes to interim financial statements

---

4

EDEN ENERGY CORPORATION(Formerly
E-Com Technologies Corporation)(A Development Stage Company)Interim Statements of OperationsThree and six month periods ended
June 30, 2004, 2003 and For the period January 1, 2004 (Date of Inception of Development
Stage) to June 30, 2004 (Expressed in United States dollars) (Unaudited)

|                                    
|------------------------------------
|                                    
|                                    
|                                    
|Continuing operations               
|Expenses:                           
|Filing fees and transfer agent      
|General and administrative          
|Interest expense                    
|Investor relations                  
|Professional fees                   
|                                    
|Loss from continuing operations     
|                                    
|Discontinued operations             
|Comprehensive loss from operations  
|Loss from discontinued operations   
|                                    
|                                    
|Net loss for the period             
|Basic and Diluted loss per share:   
|Continuing operations               
|Discontinued operations             
|                                    
|Net loss for the period             
|                                    
|Weighted average shares outstanding:
|                                    

See accompanying notes
to interim financial statements

---

5

EDEN ENERGY CORPORATION(Formerly
E-Com Technologies Corporation)(A Development Stage Company) Interim Statements of
Stockholders Equity (Deficiency) From January 29, 1999 (inception) to June 30, 2004 (Expressed
in United States dollars)(Unaudited)

|                                       | Common stock | Additional
paid-in | Retained
earnings | Deficit
Accumulated
During thee
Development | Cumulative
translation | Total
stockholders'
equity
|-------------------------------------- | ------------ | ------------------ | ----------------- | ------------------------------------------- | ---------------------- | --------------------------
|                                       | Shares       | Amount             | capital           | (deficit)                                   | Stage                  | adjustment                
|                                      
|Balance, January 29, 1999              |              |                    |                   |                                             |                        |                           
|issued for cash at $.0004 per          |              |                   
|share post 2.5:1 split                 |              |                    |                   | 3,750,000                                   |                        | $                         
|April 4, 1999:                         |              |                   
|Issued for cash                        |              |                    |                   | 1,500,000                                   |                        |                           
|Foreign currency translation           |              |                   
|adjustments                            |              |                    |                   | --                                          |                        |                           
|Net earnings                           |              |                    |                   | --                                          |                        |                           
|                                      
|Balance, December 31, 1999             |              |                    |                   | 5,250,000                                   |                        |                           
|April 30, 2000:                        |              |                   
|Issued for cash                        |              |                    |                   | 597,825                                     |                        |                           
|April 30, 2000:                        |              |                   
|Issued for services                    |              |                    |                   | 64,625                                      |                        |                           
|April 30, 2000:                        |              |                   
|Issued for cash                        |              |                    |                   | 338,508                                     |                        |                           
|September 18, 2000:                    |              |                   
|Issued for services                    |              |                    |                   | 6,000                                       |                        |                           
|November 15, 2000:                     |              |                   
|Issued for cash                        |              |                    |                   | 22,622                                      |                        |                           
|December 28, 2000:                     |              |                   
|Issued for services                    |              |                    |                   | 53,000                                      |                        |                           
|Authorized par value change resulting  |              |                   
|in a decrease in additional            |              |                   
|paid-in-capital                        |              |                    |                   | --                                          |                        |                           
|Detachable warrants issued with        |              |                   
|convertible debt                       |              |                    |                   | --                                          |                        |                           
|Stock compensation                     |              |                    |                   | --                                          |                        |                           
|Conversion benefit of convertible debt |              |                    |                   | --                                          |                        |                           
|Foreign currency translation           |              |                   
|adjustments                            |              |                    |                   | --                                          |                        |                           
|Loss for the year                      |              |                    |                   | --                                          |                        |                           
|Balance, December 31, 2000             |              |                    |                   | 6,332,580                                   |                        |                           
|May 25, 2001:                          |              |                   
|Issued for services                    |              |                    |                   | 37,500                                      |                        |                           
|June 25, 2001:                         |              |                   
|Issued for services                    |              |                    |                   | 5,000                                       |                        |                           
|Services rendered relating to prior    |              |                   
|year share issuance                    |              |                    |                   | --                                          |                        |                           
|Stock compensation                     |              |                    |                   | --                                          |                        |                           
|Foreign currency translation           |              |                   
|adjustments                            |              |                    |                   | --                                          |                        |                           
|Loss for the year                      |              |                    |                   | --                                          |                        |                           
|                                      
|Balance, December 31, 2001             |              |                    |                   | 6,375,080                                   |                        |                           
|Stock compensation                     |              |                    |                   | 1,122                                       |                        |                           
|Loss for the year                      |              |                    |                   | --                                          |                        |                           
|Foreign currency translation           |              |                   
|adjustments                            |              |                    |                   | --                                          |                        |                           
|                                      
|Balance, December 31, 2002             |              |                    |                   | 6,375,080                                   |                        |                           
|September 19, 2003:                    |              |                   
|Conversion of convertible debt ..      |              |                    |                   | 4,291,288                                   |                        |                           
|September 19, 2003:                    |              |                   
|Issued for settlement of debt          |              |                    |                   | 6,479,501                                   |                        |                           
|Income (loss) for the year             |              |                    |                   | --                                          |                        |                           
|Foreign currency translation           |              |                   
|adjustments                            |              |                    |                   | --                                          |                        |                           
|                                      
|Balance, December 31, 2003             |              |                    |                   | 17,145,869                                  |                        |                           
|Stock based compensation               |              |                    |                   | --                                          |                        |                           
|Loss for the period                    |              |                    |                   | --                                          |                        |                           
|Balance, June 30, 2004                 |              |                    |                   | 17,145,869                                  |                        | $                         
|                                      

See accompanying notes
to interim financial statements

---

6

EDEN ENERGY CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Interim
Statements of Cash Flows Six month periods ended June 30, 2004, 2003 and For the period
January 1, 2004 (Date of Inception of Development Stage) to June 30, 2004 (Expressed in
United States dollars) (Unaudited)

|                                             
|---------------------------------------------
|                                             
|                                             
|                                             
|Cash provided by (used in):                  
|Operating activities:                        
|Loss from continuing operations              
|Non-cash item:                               
|Stock based compensation                     
|Interest expense relating to conversion      
|benefit on convertible debt                  
|Changes in non-cash operating working capital
|Accounts payable and accrued liabilities ..  
|                                             
|                                             
|                                             
|Cash flows from discontinued operations      
|                                             
|Decrease in cash during the period           
|Cash, beginning of period                    
|                                             
|Cash, end of period                          
|                                             
|Supplementary disclosure:                    
|Interest expense paid                        
|                                             
|Income taxes paid                            
|                                             

See accompanying notes
to interim financial statements

---

7

EDEN ENERGY CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Notes to
Interim Financial Statements Six month period ended June 30, 2004 (Expressed in United
States dollars) (Unaudited)

---

# 1.         Basis of presentation:

| | The
unaudited condensed interim financial statements have been prepared by Eden Energy
Corporation (formerly E-Com Technologies Corp.) in accordance with generally accepted
accounting principles in the United States of America and reflects all adjustments (all
of which are normal and recurring in nature) that, in the opinion of management, are
necessary for fair presentation of the interim periods presented. The results of
operations for the interim periods presented are not necessarily indicative of the
results to be expected for any subsequent quarter or for the entire year ending December
31, 2004. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted. These unaudited condensed financial statements and notes included
herein should be read in conjunction with the Companys audited financial statements
and notes for the year ended December 31, 2003, included in the Companys Annual
Report on Form 10-KSB. The accounting principles applied in the preparation of these
interim financial statements are consistent with those applied for the year ended
December 31, 2003.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2.         Nature and
Continuance of Operations:

| | The
Company was organized on January 29, 1999 (inception) under the laws of the State of
Nevada, United States of America as E-Com Technologies Corporation. On November 10, 2000,
the Company became a fully registered issuer reporting with the Securities and Exchange
Commission. On December 15, 2000, the Company began trading on the National Association
of Securities Dealer  Over-the-Counter Bulletin Board.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company, through its formerly wholly-owned Canadian subsidiary, E-Com Consultants
(Canada) Corp., developed e-commerce solutions, web-based applications, performed
Internet marketing and consulting services and designed and hosted web sites. On December
31, 2003, the Company disposed of this subsidiary and as at December 31, 2003 is inactive
other than seeking new business opportunities. Consequently, effective December 31, 2003,
the Company became a development stage company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

8

EDEN ENERGY CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Notes to
Interim Financial Statements Six month period ended June 30, 2004 (Expressed in United
States dollars) (Unaudited)

---

# 2.         Nature and
Continuance of Operations:  (contd.)

| | The
Companys interim financial statements are prepared on a going concern basis in
accordance with generally accepted accounting principles in the United States which
contemplates the realization of assets and discharge of liabilities and commitments in
the normal course of business. The Company has experienced negative cash flows from
operations for the period ended June 30, 2004 and at June 30, 2004 has an excess of
current liabilities over current assets of $45,776 and accumulated deficit of $608,515.
The Company is seeking a new business and intends to seek additional equity financings to
fund future operations. Through August 19, 2004, no such additional financing has been
obtained and there is no assurance that such financing will be available in the future,
when required, and on an economic basis. If the Company is unable to generate sufficient
cash inflows, it may be required to reduce or limit operations.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 3.         Capital Stock

| | On
June 3, 2004, the Company consolidated its capital stock on a 2 old for 1 new basis. On
June 23, 2004, the Company increased its capital stock to 100,000,000 shares of common
stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par
value of $0.001.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
Option Plan
| | -----------------

| | The
Companys board of directors approved an employees stock option plan to issue
up to 1,500,000 shares of common stock. The plan allows for the granting of share
purchase options at a price of not less than 110% of the fair market value of the stock.
The total number of options granted to any person shall not exceed 5% of the issued and
outstanding common stock of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock-based
Compensation
| | ------------------------

| | On
June 11, 2004, the Company granted stock options to purchase common shares of the Company
at the closing price of the Companys common stock on the date of the grant. The
options have been granted with a term of 5 years. The determination of those eligible to
receive options under this Plan, and the amount, type, price and timing of each stock
option and the terms and conditions shall rest at the sole discretion of the Companys
Compensation Committee, subject to the provisions of the Plan. The stock options vest
immediately.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

9

EDEN ENERGY CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Notes to
Interim Financial Statements Six month period ended June 30, 2004 (Expressed in United
States dollars) (Unaudited)

---

# 3.         Capital Stock
(continued)

| | Stock-based
Compensation (continued)
| | ------------------------------------

| | During
the period ended June 30, 2004, the change in share purchase options outstanding is as
follows:
| | ------------------------------------------------------------------------------------------------------

|                                               | Expiry | Shares | Weighted
AverageExercise Price
|---------------------------------------------- | ------ | ------ | ------------------------------
|Outstanding at beginning of period             |        |        |                               
|Granted during the period                      |        |        | June 11, 2009                 
|                                               |        |        |                               
|Options outstanding and exerciseable at end of |        |       
|period                                         |        |        |                               
|                                               |        |        |                               

| | The
total compensation recognized for the three and six months ended June 30, 2004 is as
follows:
| | -------------------------------------------------------------------------------------------------

|                                          | Three months ended
June 30, | Six months ended
June 30, | Cumulative
From January 1
2004 (Date of
Inception of
Development)
Stage) to
June 30,
|----------------------------------------- | --------------------------- | ------------------------- | ------------------------------------------------------------------------------------
|                                          | 2004                        | 2003                      | 2004                                                                                
|Total non-cash compensation charge        |                             |                           | $                                                                                   
|Consultants' non-cash compensation charge |                             |                          
|recognized                                |                             |                           |                                                                                     
|                                          |                             |                           |                                                                                     
|Employee's non-cash                       |                             |                          
|compensation charge                       |                             |                           | $                                                                                   
|                                          |                             |                           |                                                                                     

| | Under
SFAS No. 123, if the Company elects to follow APBO No. 25, in respect to the employees
stock options, it is required to present pro-forma information as to the effect on income
and earnings per share as if the Company had accounted for its employee stock options
under the fair value method of that statement. Had compensation cost been determined
based on the fair value at the grant dates for those options issued to officers,
directors and employees, the Companys net loss and loss per share would have been
adjusted to the pro-forma amounts indicated below:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

10

EDEN ENERGY CORPORATION(Formerly E-Com Technologies Corporation) (A Development Stage Company) Notes to
Interim Financial Statements Six month period ended June 30, 2004 (Expressed in United
States dollars) (Unaudited)

---

# 3.         Capital Stock
(continued)

| | Stock-based
Compensation (continued)
| | ------------------------------------

|               |  | Three months ended
June 30, | Six months ended
June 30, | Cumulative
From January 1
2004 (Date of
Inception of
Development
Stage) to
June 30
|-------------- |  | --------------------------- | ------------------------- | ----------------------------------------------------------------------------------
|               |  | 2004                        | 2003                      | 2004                                                                              
|Net loss       |  |                             | As reported               |                                                                                   
|               |  |                             | Pro-forma                 |                                                                                   
|Basic loss per |  |                            
|share          |  |                             | As reported               |                                                                                   
|               |  |                             | Pro-forma                 |                                                                                   

| | The
weighted average fair value of the options vested during the three months ended June 30,
2004 were as follows:
| | ------------------------------------------------------------------------------------------------------------------

|                                       | 2004
|-------------------------------------- | ----
|Weighted average fair value            |     
|Total options vested                   |     
|Total fair value of all options vested |     

| | The
fair value of each option grant was estimated on the date of the grant using the
Black-Scholes option-pricing model with the following assumptions:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 2004 
|----------------------- | -----
|Expected dividend yield | 0.0% 
|Expected volatility     | 356% 
|Risk-free interest rate | 3.74%
|Expected term in years  | 5    

| | The
Black-Scholes option pricing model requires the input of highly subjective assumptions
including the expected price volatility. Changes in the subjective input assumptions can
materially affect the fair value estimate and therefore the Black-Scholes model does not
necessarily provide a reliable single measure of the fair value of the Companys
share purchase options.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

11

# Item 2.  Managements
Discussion and Analysis or Plan of Operation.

# FORWARD-LOOKING
STATEMENTS

This quarterly report contains
forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by terminology
such as may, will, should, expects,
plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of
these terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the risks in
the section entitled Risk Factors, that may cause our or our industrys
actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of
the forward-looking statements to conform these statements to actual results.

Our consolidated unaudited financial
statements are stated in United States Dollars (US$) and are prepared in accordance with
United States Generally Accepted Accounting Principles. The following discussion should be
read in conjunction with our consolidated financial statements and the related notes that
appear elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those discussed in the forward looking statements.
Factors that could cause or contribute to such differences include, but are not limited
to, those discussed below and elsewhere in this registration statement, particularly in
the section entitled Risk Factors of this quarterly report.

In this quarterly report, unless
otherwise specified, all dollar amounts are expressed in United States dollars. All
references to CDN$ refer to Canadian dollars and all references to
common shares refer to the common shares in our capital stock.

As used in this quarterly report, the
terms we, us, our and Eden mean Eden
Energy Corp., unless otherwise indicated.

Overview

We are a Nevada corporation
incorporated on January 29, 1999. We were previously involved in the business of providing
internet and programming services through our former subsidiary company to clients located
primarily in Canada. Our principal products and services included the development of
e-commerce web sites and strategies, web design and hosting, domain name registration,
Internet marketing and consulting and custom programming of web based applications. Due to
the inability to run this business with a profit and the difficulty in attracting
additional capital on terms favorable to existing shareholders, we ceased operation of
this business in the prior year and disposed of our subsidiary company on December 31,
2003 for nominal consideration. We are currently seeking new business opportunities which
will provide value for shareholders.

We filed our Form 10-SB with the
Securities and Exchange Commission, which became effective November 10, 2000. As of
December 15, 2000 our common shares have been quoted for trading on the OTCBB under the
symbol ECTC. On June 18, 2004 our symbol changed to ECOM and on
August 20, 2004 our symbol changed to EDNE.

Our Current Business

As we do not presently have an
operating business that we can pursue, we are seeking to either identify a suitable
business opportunity or enter into a suitable business combination. Management of our
company does not believe that we will be able to generate revenues without finding and
completing the acquisition of a suitable business opportunity. In addition, if no suitable
business opportunity is identified, shareholders will not realize any further return on
their investment in our company, and there will be no market for our common shares.

---

12

We continue to seek a new business
opportunity. Once a business opportunity has been identified, we will investigate and
evaluate the business opportunity. In selecting a suitable business opportunity,
management intends to focus on the potential for future profits and strength of current
operating management of the business opportunity. We have not put industry or
geographically specific limitations on the nature of acquisitions or business
opportunities to be evaluated. Management believes that the greatest potential lies in
technology and goods or products-related industries, rather than principally service
industries. Nevertheless, this shall not preclude the investigation or evaluation of any
other category of business or industry. We will conduct our own investigation to identify
an appropriate business opportunity, and will seek a potential business opportunity from
all known sources, relying principally upon personal contacts of our officers and
directors, as well as indirect associations between them and other business and
professional people.

Evaluation of
Opportunities

The analysis of new business
opportunities will be undertaken by, or under the supervision of, our officers and
directors. Management intends to concentrate on identifying prospective business
opportunities which may be brought to managements attention through present
associations. In analyzing prospective business opportunities, management will consider,
among other factors, such matters as:

| | (a) | the available technical, financial and managerial resources;
| | --- | ------------------------------------------------------------

| | (b) | working capital and other financial requirements;
| | --- | -------------------------------------------------

| | (c) | history of operations, if any;
| | --- | ------------------------------

| | (d) | prospects for the future;
| | --- | -------------------------

| | (e) | present and expected competition;
| | --- | ---------------------------------

| | (f) | the quality and experience of management services which may be available and the
          depth of that management;
| | --- | --------------------------------------------------------------------------------------------------------------------

| | (g) | the potential for further research, development or exploration;
| | --- | ---------------------------------------------------------------

| | (h) | specific risk factors not now foreseeable but which may be anticipated as having
          an impact on our proposed activities;
| | --- | --------------------------------------------------------------------------------------------------------------------------------

| | (i) | the potential for growth or expansion;
| | --- | --------------------------------------

| | (j) | the potential for profit;
| | --- | -------------------------

| | (k) | the perceived public recognition or acceptance of products, services or trades;
          and
| | --- | ---------------------------------------------------------------------------------------------

| | (l) | name identification.
| | --- | --------------------

Management will meet personally with
the management and key personnel of the firm sponsoring the business opportunity as part
of their investigation. To the extent possible, we intend to utilize written reports and
personal investigation to evaluate the above factors. We will not acquire or merge with
any company for which audited financial statements cannot be obtained.

---

13

Opportunities in which we participate
will present certain risks, many of which cannot be identified adequately prior to
selecting a specific opportunity. Our shareholders must, therefore, depend on management
to identify and evaluate such risks. Promoters of some opportunities may have been unable
to develop a going concern or may present a business in its development stage (in that it
has not generated significant revenues from its principal business activities prior to our
participation). Even after our participation, there is a risk that the combined enterprise
may not become a going concern or advance beyond the development stage. Other
opportunities may involve new and untested products, processes, or market strategies which
may not succeed. Such risks will be assumed by us and, therefore, our shareholders.

The investigation of specific
business opportunities and the negotiation, drafting, and execution of relevant
agreements, disclosure documents, and other instruments will require substantial
management time and attention as well as substantial costs for accountants, attorneys, and
others. If a decision is made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be recoverable. Furthermore, even if
an agreement is reached for the participation in a specific business opportunity, the
failure to consummate that transaction may result in the loss of the related costs
incurred. There is the additional risk that we will not find a suitable target. Management
does not believe that we will generate revenue without finding and completing the
acquisition of a suitable business opportunity or a transaction with a suitable target
company. If no such business opportunity target is found, therefore, no return on an
investment in our company will be realized, and there will not, most likely, be a market
for our common shares.

Acquisition of
Opportunities

In implementing a structure for a
particular business acquisition, we may become a party to a merger, consolidation,
reorganization, joint venture, franchise or licensing agreement with another corporation
or entity. We may also purchase stock or assets of an existing business. It is likely that
any merger with an existing company will be in the form of a reverse takeover, which will
require both shareholder approval and a disclosure document. Once a transaction is
complete, it is possible that our present management and shareholders will not be in
control of our company. In addition, a majority or all of our officers and directors may,
as part of the terms of the transaction, resign and be replaced by new officers and
directors without a vote of our shareholders.

It is anticipated that securities
issued in any such reorganization would be issued in reliance on exemptions from
registration under applicable securities laws. In some circumstances, however, as a
negotiated element of the potential transaction, we may agree to register such securities
either at the time the transaction is consummated, under certain conditions or at a
specified time thereafter. The issuance of substantial additional securities and their
potential sale into any trading market in our common shares which may develop, may have a
depressive effect on such market.

As part of our investigation of a
potential business combination or opportunity, our officers and directors may:

| | (a) | meet personally with management and key personnel;
| | --- | --------------------------------------------------

| | (b) | visit and inspect material facilities;
| | --- | --------------------------------------

| | (c) | obtain independent analysis or verification of certain information provided;
| | --- | ----------------------------------------------------------------------------

| | (d) | check references of management and key personnel; and
| | --- | -----------------------------------------------------

| | (e) | take other reasonable investigative measures, as our limited financial resources
          and management expertise allow.
| | --- | --------------------------------------------------------------------------------------------------------------------------

The manner in which we participate in
an opportunity with a target company will depend on the nature of the opportunity, our
needs and desires, the needs and desires of the other party, management of the
opportunity, and our relative negotiating strength. With respect to any mergers or
acquisitions, negotiations with target company management will be expected to focus on the
percentage of our company which the target companys shareholders would acquire in
exchange for their shareholdings in the target company. Depending upon, among other
things, the target companys assets and liabilities, our shareholders will, in all
likelihood, hold a smaller percentage ownership interest in our company following any
merger or acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target company with substantial assets. Any merger or acquisition
effected by us can be expected to have a significant dilutive effect on the percentage of
shares held by our then shareholders.

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14

To date, we have not conducted
investigations of any business opportunity or company nor have we met with representatives
of any company or business. There can be no assurance that management will ever be able to
identify and secure a suitable business opportunity or that management has the requisite
experience to recognize and understand a business operation that would benefit us. In the
event that management is able to locate what it considers to be a suitable business
opportunity, there can be no assurance that the acquisition of such business opportunity
or the entering into of a business combination will be successful. Selecting a business
opportunity will likely be complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some industries, and shortages of
available capital, management believes that there are numerous firms seeking the benefits
of a publicly-traded corporation. Such benefits of a publicly traded corporation may
include:

| | (a) | facilitating or improving the terms on which additional equity financing may be
          sought;
| | --- | -------------------------------------------------------------------------------------------------

| | (b) | providing liquidity for the principals of a business;
| | --- | -----------------------------------------------------

| | (c) | creating a means for providing incentive stock options or similar benefits to
          key employees; and/or
| | --- | -------------------------------------------------------------------------------------------------------------

| | (d) | providing liquidity (subject to restrictions of applicable statutes) for all
          shareholders.
| | --- | ----------------------------------------------------------------------------------------------------

In contrast, negative aspects of
becoming a publicly traded corporation registered in the United States may include:

| | (a) | complying with the requirements of the Securities Exchange Act of 1934;
| | --- | -----------------------------------------------------------------------

| | (b) | exposure of our officers and directors to lawsuits and liabilities under various
          securities legislation;
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (c) | distracting managements attention from our day to day operations;
| | --- | ------------------------------------------------------------------

| | (d) | restricting publicity and other marketing activities to ensure compliance with
          securities law requirements and minimizing the potential liability of our
          management and our company; and/or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | increased legal, accounting and other expenses associated with operating a
          public company.
| | --- | ----------------------------------------------------------------------------------------------------

Potentially available business
opportunities and/or business combinations may occur in many different industries and at
various stages in the development of a company, all of which will make the task of
comparative investigation and analysis of such business opportunities extremely difficult
and complex.

We are presently seeking to identify
a new business opportunity. As of the date of this quarterly report, we have no
agreements, understandings or arrangements concerning the acquisition or potential
acquisition of a specific business opportunity.

There is no assurance that management
will be able to secure a suitable prospect or that it has the requisite experience to
recognize and understand a business operation that would be beneficial to us.

PLAN OF OPERATIONS AND
CASH REQUIREMENTS

Review of Operations / Plan
of Operation

The following discussion should be
read in conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this quarterly report, particularly in the section entitled
Risk Factors.

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15

We will continue to seek a new
business opportunity or business combination over the 12 month period ending June 30,
2005. Once a business opportunity or business combination has been identified, we will
investigate and evaluate the business opportunity or business combination. Should our
company wish to pursue any specific business opportunity or business combination, we will
have to comply with all applicable corporate and securities laws in order to complete the
acquisition of or merger with any such business opportunity.

Results of Operations

We generated no revenues for the
period ended June 30, 2004. We are not currently carrying on active business, but are
seeking new business opportunities.

Total loss from continuing operations
and operating expenses from continuing operations was $40,240 for the current period as
compared to $2,845 for the quarter ended June 30, 2003. The increase in operating expenses
is due to higher professional fees during the current period, consisting of legal and
accounting expenses.

Discontinued operations resulted from
the disposal of our subsidiary company in the prior year. Comprehensive loss from
discontinued operations was $40,656 in the three month period ended June 30, 2003 compared
to $nil during the three month period ended June 30, 2004.

Combining both continuing and
discontinued operations, the total loss for the current period was $40,240 as compared to
$43,501 for the three month period ended June 30, 2003.

Liquidity and Capital
Resources

As at June 30, 2004 we had no cash on
hand and a working capital deficiency of $45,776. We are currently generating no revenues
and our operating costs have exceeded our revenues since our inception. We are currently
seeking new business opportunities and intend to raise additional funds through a private
placement or public offering of equity or debt convertible into equity. We are attempting
to secure financing sources; however, there is no guarantee that we will be successful in
obtaining additional financing on suitable terms. If necessary, we may consider additional
loans or debentures from lenders and/or principals of our company. If adequate equity or
debt funding cannot be obtained, we will be required to cease all business activities
entirely.

At June 30, 2004, we had general and
administrative expenses of $40,240 compared to $2,845 for the three month period ended
June 30, 2003. The increase in our general and administrative expenses , which consisted
of current liabilities of $45,776, primarily related to legal, accounting, audit and
transfer agent expenses. At June 30, 2004, our total assets were $nil.

Cash Requirements

Over the twelve month period ending
June 30, 2005, we anticipate that we will have to raise approximately $3,000,000 through
private placements of our equity securities and/or debt financing. These funds in addition
to our current working capital which was raised through the sale of marketable securities,
will go to fund ongoing corporate maintenance expenses for the next twelve months. We plan
to use these funds and our current cash reserves to fund the identification and evaluation
of a suitable business opportunity. Once we locate a suitable business opportunity or
business combination, we may seek to obtain additional equity and/or debt financing from
third parties to facilitate and complete the acquisition of such a business opportunity or
a suitable business combination. We may also issue shares of our common stock as
consideration for the acquisition of a suitable business opportunity or a suitable
business combination.

As we require additional monies, we
plan to raise such additional capital primarily through the private placement of our
securities. Further, to the extent that such funds may be available to us, we may also
enter into commercial loans or credit facilities. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.

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16

There are no assurances that we will
be able to obtain further funds required for our continued operations. We are pursuing
various financing alternatives to meet our immediate and long-term financial requirements.
There can be no assurance that additional financing will be available to us when needed
or, if available, that it can be obtained on commercially reasonable terms. If we are not
able to obtain the additional financing on a timely basis, we will not be able to proceed
with our expansion program and may not be able to meet our other obligations as they
become due.

Product Research and
Development

We do not anticipate that we will
expend any significant monies on research and development over the twelve months ending
June 30, 2005.

Purchase of Significant
Equipment

We do not intend to purchase any
significant equipment over the twelve months ending June 30, 2005.

Employees

Over the twelve months ending June
30, 2005, we anticipate an increase in the number of employees we retain only if we
identify and complete the acquisition of a business opportunity or enter into a business
combination. Such an increase on the number of employees may significantly increase our
monthly burn rate and such increase in the monthly burn rate depends on the number of
employees we ultimately retain.

Going Concern

We have suffered recurring losses
from operations. The continuation of our company as a going concern is dependent upon our
company attaining and maintaining profitable operations and raising additional capital.
The financial statements do not include any adjustment relating to the recovery and
classification of recorded asset amounts or the amount and classification of liabilities
that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability
to meet our current operating expenses and the capital expenses noted above, in their
report on the annual financial statements for the year ended December 31, 2003, our
independent auditors included an explanatory paragraph regarding concerns about our
ability to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our independent
auditors.

The continuation of our business is
dependent upon us raising additional financial support. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.

There are no assurances that we will
be able to obtain further funds required for our continued operations. As noted herein, we
are pursuing various financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be available to us
when needed or, if available, that it can be obtained on commercially reasonable terms. If
we are not able to obtain the additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps even cease
our operations.

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17

Recently Issued
Accounting Standards

On January 1, 2003, we adopted SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
which addresses financial accounting and reporting for costs associated with exit or
disposal activities and supersedes EITF 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity to be recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was
recognized at the date of an entitys commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair value. We
will apply the provisions of SFAS No. 146 for exit or disposal activities that are
initiated after December 31, 2002.

Application of Critical
Accounting Policies

Our unaudited financial statements
and accompanying notes are prepared in accordance with generally accepted accounting
principles used in the United States. Preparing financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and nature of
the estimates and assumptions involved with the following aspects of our consolidated
financial statements is critical to an understanding of our financials.

Going Concern

Our annual financial statements have
been prepared on the going concern basis, which assumes the realization of assets and
liquidation of liabilities in the normal course of operations. The financial statements
have been prepared assuming we will continue as a going concern. However, certain
conditions exist which raise doubt about our ability to continue as a going concern. We
have suffered recurring losses from operations and have accumulated losses of
approximately $606,616 since inception through June 30, 2004.

# RISK FACTORS

Much of the information included in
this annual report includes or is based upon estimates, projections or other forward
looking statements. Such forward looking statements include any projections or
estimates made by us and our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based, are made
in good faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other
forward looking statements involve various risks and uncertainties as outline
below. We caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to differ
materially from the results expressed in any such estimates, projections or other
forward looking statements.

Our common shares are considered
speculative during our search for a new business opportunity. Prospective investors should
consider carefully the risk factors set out below.

As there is a large number of
established and well-financed entities actively seeking suitable business opportunities or
business combinations, we are at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination

We are, and will continue to be, an
insignificant participant amongst numerous other companies seeking a suitable business
opportunity or business combination. A large number of established and well-financed
entities, including venture capital firms, are actively seeking suitable business
opportunities or business combinations which may also be desirable target candidates for
us. Virtually all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a competitive
disadvantage in identifying possible business opportunities and successfully completing a
business combination. Moreover, we will also compete with numerous other small public
companies seeking suitable business opportunities or business combinations.

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18

The loss of our present directors
and officers would affect our ability to identify a suitable business opportunity or enter
into a suitable business operation

Although none of our present officers
or directors are key to our continuing operations, we rely upon the continued service and
performance of these officers and directors, and our future success depends on the
retention of these people, whose knowledge of our business and whose technical expertise
would be difficult to replace. At this time, none of our officers or directors are bound
by employment agreements, and as a result, any of them could leave with little or no prior
notice.

If we are unable to hire and retain
technical, sales and marketing and operational personnel, any business we acquire could be
materially adversely affected. We intend to hire a significant number of additional
personnel in the future after we have identified and completed the acquisition of a
business opportunity or enter into a business combination. Competition for these
individuals in all sectors is intense, and we may not be able to attract, assimilate, or
retain additional highly qualified personnel in the future. The failure to attract,
integrate, motivate and retain these employees could harm our business.

If we are unable to obtain
additional capital to finance the development of any business opportunity that we acquire,
we may be required to delay, scale back or eliminate the development of any business
opportunity that we acquire

We anticipate that in addition to our
existing capital we will require minimal additional financing while we are seeking a
suitable business opportunity or business combination. Further, we anticipate that with
minimal additional capital we will have sufficient capital to fund our ongoing operations
for the next twelve months or until we complete a business combination or acquire a
business opportunity. However, we may be required to raise additional financing for a
particular business combination or business opportunity. We would likely secure any
additional financing necessary through a private placement of our common shares.

There can be no assurance that, if
required, any such financing will be available upon terms and conditions acceptable to us,
if at all. Our inability to obtain additional financing in a sufficient amount when needed
and upon terms and conditions acceptable to us could have a materially adverse effect upon
our company. Although we believe that we have funds sufficient to meet our immediate
needs, we may require further funds to finance the development of any business opportunity
that we acquire. There can be no assurance that such funds will be available or available
on terms satisfactory to us. If additional funds are raised by issuing equity securities,
further dilution to existing or future shareholders is likely to result. If adequate funds
are not available on acceptable terms when needed, we may be required to delay, scale back
or eliminate the development of any business opportunity that we acquire. Inadequate
funding could also impair our ability to compete in the marketplace, which may result in
the dissolution of our company.

We are a company with a limited
operating history which makes it difficult to evaluate whether we will operate profitably

We have a limited operating history
on which to base an evaluation of our business and prospects. Our prospects must be
considered in light of the risks, uncertainties, expenses and difficulties frequently
encountered by companies seeking to acquire or establish a new business opportunity. Some
of these risks and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.

We cannot be sure that we will be
successful in addressing these risks and uncertainties and our failure to do so could have
a materially adverse effect on our financial condition. In addition, our operating results
are dependent to a large degree upon factors outside of our control. There are no
assurances that we will be successful in addressing these risks, and failure to do so may
adversely affect our business.

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19

It is unlikely that we will generate
any or significant revenues while we seek a suitable business opportunity. Our short and
long-term prospects depend upon our ability to select and secure a suitable business
opportunity. In order for us to make a profit, we will need to successfully acquire a new
business opportunity in order to generate revenues in an amount sufficient to cover any
and all future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a quarterly or
annual basis in the future.

We will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until we complete a business
combination or acquire a business opportunity. This may result in our company incurring a
net operating loss which will increase continuously until we complete a business
combination or acquire a business opportunity that can generate revenues that result in a
net profit to us. There is no assurance that we will identify a suitable business
opportunity or complete a business combination.

We have not generated any revenues
and our ability to generate revenues is uncertain

For the year ended December 31, 2003, we
incurred net income from discontinued operations of $144,033, however, we incurred a net
loss of $21,507 from our continuing operations. We sold this business effective December
31, 2003. We are a development stage company. We have not generated any revenues and do
not anticipate generating any revenues until we acquire a business opportunity or complete
a business combination. We had a cumulative net loss of $606,515 from inception to June
30, 2004. At this time, our ability to generate any revenues is uncertain.

There is no assurance that we will
successfully locate business opportunities which have established operating histories

The success of our proposed plan of
operation will depend to a great extent on the operations, financial condition and
management of any identified business opportunity. While management intends to seek
business opportunities and/or business combinations with entities which have established
operating histories, there is no assurance that we will successfully locate business
opportunities meeting such criteria. In the event that we complete a business combination
or otherwise acquire a business opportunity, the success of our operations may be
dependent upon management of the successor firm or venture partner firm, together with a
number of other factors beyond our control.

We have no agreement for a
business combination or other transaction and there can be no assurance that we will be
able to successfully identify and evaluate a suitable business opportunity

We have no arrangement, agreement, or
understanding with respect to acquiring a business opportunity or engaging in a business
combination with any private entity. There can be no assurance that we will successfully
identify and evaluate suitable business opportunities or conclude a business combination.
There is no assurance that we will be able to negotiate the acquisition of a business
opportunity or a business combination on terms favorable to us. We have not established a
specific length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target business opportunity to have achieved,
and without which we would not consider a business combination in any form with such
business opportunity. Accordingly, we may enter into a business combination with a
business opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.

We are dependent upon
managements personal abilities to evaluate business opportunities and the loss of
the services of any of these individuals would adversely affect the development of our
business

We are dependent upon
managements personal abilities to evaluate business opportunities that may be
presented in the future. While seeking to acquire a business opportunity, management
anticipates devoting up to 25% of their time to our business. Management may or may not
have prior experience in the technical aspects of the industry or the business within that
industry that may be acquired. Our officers have not entered into written employment
agreements with us with respect to our proposed plan of operation and are not expected to
do so in the foreseeable future. We have not obtained key man life insurance on our
officers or directors. Notwithstanding the combined limited experience and time commitment
of management, loss of the services of any of these individuals would adversely affect
development of our business and our likelihood of continuing operations.

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20

We have not conducted a market
research on the demand for the acquisition of a business opportunity or combination and
there is no assurance that we will successfully complete such an acquisition or
combination

We have not conducted or received
results of market research indicating that there is a demand for the acquisition of a
business opportunity or business combination as contemplated by our company. Even if there
is demand for the acquisition of a business opportunity or combination as contemplated,
there is no assurance we will successfully complete such an acquisition or combination.

Because our proposed operations
may result in a business combination with only one entity we may be subject to economic
fluctuations within a particular business or industry, which could increase the risks
associated with our operations

In all likelihood, our proposed
operations, even if successful, may result in a business combination with only one entity.
Consequently, the resulting activities will be limited to that entitys business. Our
inability to diversify our activities into a number of areas may subject us to economic
fluctuations within a particular business or industry, thereby increasing the risks
associated with our operations.

If we complete a business
opportunity or combination, management of our company may be required to sell or transfer
common shares or resign as members of our board of directors

A business combination or acquisition
of a business opportunity involving the issuance of our common shares may result in new or
incoming shareholders obtaining a controlling interest in our company. Any such business
combination or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the common shares in the capital of our company
that they hold or resign as members of our Board of Directors. The resulting change in our
control could result in removal of one or more of our present officers and directors, and
a corresponding reduction in or elimination of their participation in the future affairs
of our company.

If we complete a business
opportunity or combination, we may be required to issue such number of shares which would
reduce the percentage of share ownership held by shareholders which may result in a change
of control of our company

Our primary plan of operation is
based upon the acquisition of a business opportunity or a business combination with a
private concern, which, in all likelihood, would result in us issuing common shares to
shareholders of such private company. Issuing previously authorized and unissued common
shares in our capital will reduce the percentage of common shares owned by present and
prospective shareholders and may result in a change in our control and/or management.

The requirement of audited
financial statements may disqualify a potential business opportunity or combination

Management believes that any
potential business opportunity or target company must provide audited financial statements
for review and for the protection of all parties to the business acquisition or
combination. One or more attractive business opportunities may forego a business
combination with us rather than incur the expenses associated with preparing audited
financial statements.

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21

Upon completion of a business
opportunity or combination there can be no assurance that we will be able to successfully
manage or achieve growth of that business opportunity or combination

Our ability to achieve any planned
growth upon the acquisition of a suitable business opportunity or business combination
will be dependent upon a number of factors including, but not limited to, our ability to
hire, train and assimilate management and other employees and the adequacy of our
financial resources. In addition, there can be no assurance that we will be able to manage
successfully any business opportunity or business combination. Failure to manage
anticipated growth effectively and efficiently could have a materially adverse effect on
our business.

Trading of our stock may be
restricted by the SECs Penny Stock regulations which may limit a
stockholders ability to buy and sell our stock

The U.S. Securities and Exchange
Commission has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our securities
are covered by the penny stock rules, which impose additional sales practice requirements
on broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers
generally to institutions with assets in excess of $5,000,000 or individuals with a net
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held in the
customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or
with the customers confirmation. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchasers written agreement to the
transaction. These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these penny
stock rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of, our common stock.

Trading in our common shares on
the OTC Bulletin Board is limited and sporadic making it difficult for our shareholders to
sell their shares or liquidate their investments

Our common shares are currently
listed for public trading on the OTC Bulletin Board. The trading price of our common
shares has been subject to wide fluctuations. Trading prices of our common shares may
fluctuate in response to a number of factors, many of which will be beyond our control.
The stock market has generally experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of companies with no
current business operation. There can be no assurance that trading prices and price
earnings ratios previously experienced by our common shares will be matched or maintained.
These broad market and industry factors may adversely affect the market price of our
common shares, regardless of our operating performance.

In the past, following periods of
volatility in the market price of a companys securities, securities class-action
litigation has often been instituted. Such litigation, if instituted, could result in
substantial costs for us and a diversion of managements attention and resources.

Our By-laws contain provisions
indemnifying our officers and directors against all costs, charges and expenses incurred
by them

Our By-laws contain provisions with
respect to the indemnification of our officers and directors against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a judgment, actually
and reasonably incurred by him, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or officers.

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22

Investors interests in our
company will be diluted and investors may suffer dilution in their net book value per
share if we issue additional shares or raise funds through the sale of equity securities

Our constating documents authorize
the issuance of 100,000,000 shares of common stock with a par value of $0.001 and
10,000,000 shares of preferred stock with a par value of $0.001. In the event that we are
required to issue any additional shares or enter into private placements to raise
financing through the sale of equity securities, investors interests in our company
will be diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such additional
shares, such issuances also will cause a reduction in the proportionate ownership and
voting power of all other shareholders. Further, any such issuance may result in a change
in our control.

Our By-laws do not contain
anti-takeover provisions which could result in a change of our management and directors if
there is a take-over of our company

We do not currently have a
shareholder rights plan or any anti-takeover provisions in our By-laws. Without any
anti-takeover provisions, there is no deterrent for a take-over of our company, which may
result in a change in our management and directors.

As a result of all of our assets
being located outside the United States and a majority of our directors and officers are
residents of other countries other than the United States, investors may find it difficult
to enforce, within the United States, any judgments obtained against our company or our
directors and officers

All of our assets are located outside
the United States and we do not currently maintain a permanent place of business within
the United States. In addition, a majority of our directors and officers are nationals
and/or residents of countries other than the United States, and all or a substantial
portion of such persons assets are located outside the United States. As a result,
it may be difficult for investors to enforce within the United States any judgments
obtained against our company or our officers or directors, including judgments predicated
upon the civil liability provisions of the securities laws of the United States or any
state thereof.

# Item 3.  Controls
and Procedures.

As required by Rule 13a-15 under the
Exchange Act, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures as of the end of the
period covered by this quarterly report, being June 30, 2004. This evaluation was carried
out under the supervision and with the participation of our companys management,
including our companys president and chief executive officer. Based upon that
evaluation, our companys president and chief executive officer concluded that our
companys disclosure controls and procedures are effective as at the end of the
period covered by this report. There have been no significant changes in our
companys internal controls or in other factors, which could significantly affect
internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to
be disclosed in our companys reports filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our companys reports filed under the
Exchange Act is accumulated and communicated to management, including our companys
president and chief executive officer as appropriate, to allow timely decisions regarding
required disclosure.

# PART
II  -  OTHER INFORMATION

# Item 1.  Legal
Proceedings.

We know of no material, existing or
pending legal proceedings against our company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.

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23

# Item 5.  Other
Information

On June 16, 2004, we filed a
Certificate of Amendment with the Secretary of State of Nevada decreasing our authorized
capital from 90,000,000 shares of common stock having a $0.001 par value, and 10,000,000
shares of preferred stock having a $0.001 par value to 45,000,000 shares of common stock
having a $0.001 par value, and 5,000,000 shares of preferred stock having a $0.001 par
value, and thereby decreasing our issued and outstanding from 34,291,735 to 17,145,869.

On August 6, 2004 we filed a
Certificate of Amendment with the Secretary of State of Nevada changing the name of our
company from E-Com Technologies Corp. to Eden Energy Corp. and increasing our authorized
capital to 100,000,000 shares of common stock having a $0.001 par value, and 10,000,000
shares of preferred stock having a $0.001 par value. The name change was effected with the
OTC Bulletin Board on August 20, 2004 and our new symbol is EDNE.

In connection with the name change,
we mailed an information statement on Schedule 14C to our shareholders of record of our
common stock as of the close of business on July 8, 2004. This information statement was
provided for information purposes only and we did not solicit proxies in connection with
the items described in this information statement.

# Item 6.  Exhibits
and Reports on Form 8-K.

Exhibits required by Item
601 of Regulation S-B

Exhibit     Number Description

|(3) | (i)
Articles of Incorporation; and (ii) Bylaws
|--- | ----------------------------------------------

|3.1 | Articles
of Incorporation (incorporated by reference from our Registration Statement on Form
10-SB, filed on September 11, 2000).
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|3.2 | Bylaws
(incorporated by reference from our Registration Statement on Form 10-SB, filed on
September 11, 2000).
|--- | --------------------------------------------------------------------------------------------------------------

|3.3** | Certificate
of Amendment filed with the Secretary of State of Nevada on June 16, 2004
|----- | -------------------------------------------------------------------------------------

|3.4** | Certificate
of Amendment filed with the Secretary of State of Nevada on August 6, 2004
|----- | --------------------------------------------------------------------------------------

|(4) | Instruments
defining rights of security holders, including indentures
|--- | ---------------------------------------------------------------------

|4.1 | Debenture
and Warrant Purchase Agreement dated November 15, 2000 (incorporated by reference from
our Annual Report on Form 10-KSB, filed on April 2, 2001).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Material
Contracts
|---- | ------------------

|10.1 | Purchase
and Sale Agreement dated December 31, 2003 between E-Com Technologies Corporation and Ron
Jorgensen (incorporated by reference from our Annual Report on Form 10-KSB filed on April
14, 2004).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Code
of Ethics
|---- | --------------

|14.1 | Code
of Business Conduct and Ethics (incorporated by reference from our Annual Report on Form
10-KSB filed on April 14, 2004).
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(31) | Rule
13a-14(a)/15d-14(a) Certifications
|---- | ---------------------------------------

|31.1 | Section
302 Certification under Sarbanes-Oxley Act of 2002 of Donald Sharpe
|---- | ---------------------------------------------------------------------------

|31.2 | Section
302 Certification under Sarbanes-Oxley Act of 2002 of Drew Bonnell
|---- | --------------------------------------------------------------------------

---

24

|(32) | Section
1350 Certifications
|---- | ---------------------------

|32.1 | Section
906 Certification under Sarbanes-Oxley Act of 2002
|---- | ----------------------------------------------------------

Reports on Form 8-K

None.

# SIGNATURES

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

# EDEN ENERGY CORP.

By: /s/ Donald SharpeDonald Sharpe, President(Principal Executive Officer)August 24, 2004

By: /s/ Drew Bonnell Drew Bonnell, Secretary,
Treasurer and CFO(Principal Financial Officer and Principal Accounting Officer)August
24, 2004