UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                   (Mark One)

   |X| ANNUAL REPORT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                                      1934.

                   For the fiscal year ended January 31, 2003

                                       OR

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

             For the transition period from _______ to ___________.

                         Commission file number 0-29651

                              IQUEST NETWORKS INC.

             (Exact name of registrant as specified in its charter)


                  WYOMING                                       06-1616453
(State or Other Jurisdiction of            (I.R.S. Employer Identification  No.)
 Incorporation  of  Organization)

  83  Halls  Road,  Old  Lyme,  Connecticut                         06371
(Address  of  principal  executive  offices)                    (ZIP  Code)


Registrant's  telephone  number,  included  area  code:         (860)  437-3093
                                                   -----------------------------

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

Securities  registered pursuant to Section 12(g)     Common Shares, no par value
  of the Act:                                   -------------------------------
                                      (Title of Class)

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  12 months (or for shorter period that the registrant as required
to  file such reports), and (2) has been subject to such filing requirements for
the  past  90  days.  Yes  |X|  No  |_|

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Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  |_|

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

Aggregate  market  value  of  the  voting  stock  of  the  registrant  held  by
non-affiliates  of  the registrant at April 29th, 2003 (computed by reference to
average  of  the  bid  and asked price on the TSX Venture Exchange of the common
shares  on  such  date):  $209,080. Number of common shares outstanding at April
29th,  2003:  10,100,494.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  NONE

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

Certain  statements  contained  in  this  Annual Report on Form 10-K ("Report"),
including,  without  limitation,  statements  containing  the  words "believes,"
"anticipates,"  "estimates,"  "expects," and words of similar import, constitute
"forward-looking  statements."  Readers should not place undue reliance on these
forward-looking  statements.  Our  actual  results  could differ materially from
those  anticipated  in  these  forward-looking  statements  for  many  reasons,
including  risks  described in this Report, including the "Risk Factors" section
contained  in  this  Item  1,  and the other documents the Issuer files with the
Securities  and  Exchange  Commission  ("SEC").

BUSINESS  DEVELOPMENT

ACQUISITION  OF  A  MINORITY  INTEREST  IN  INOIZE

In August 2000, we entered into a Letter of Intent with iNoize.com Software Ltd.
("iNoize")  (the  "Letter of Intent"), whereby iNoize granted to us the right to
purchase  up to a 33 1/3% minority interest in iNoize for an investment of up to
US$166,665  ($250,000  Canadian  dollars  ("Cdn")).  The  Letter  of  Intent was
formalized  by  a  Subscription  Agreement  dated September 28, 2000, whereby we
acquired  2,500,000  Class B voting common shares of iNoize for a purchase price
of  US$166,665  ($250,000  Cdn.)  By  a further Subscription Agreement dated May
25th,  2001, we increased our interest in iNoize from a 33 1/3% interest to a 46
2/3%  interest,  by  purchasing  an  additional  1,875,000 Class B voting common
shares of iNoize, for an additional investment of US$66,665 ($100,000 Cdn.). The
purchases  of iNoize were made in cash, based on an arm's-length negotiation, in
an  unrelated  third  party  transaction.  Consequently,  the  fair value of the
purchase  is  the  amount  paid  by  us.

Concurrently  with  the  share  subscriptions,  we  entered into a Shareholders'
Agreement  dated  September 28, 2000, with the shareholders of all of the issued
and  outstanding  share  capital  of  iNoize  and  iNoize  (the  "Shareholders'
Agreement").  Pursuant  to the terms of the Shareholders' Agreement, we have the
right to appoint one director to the board of directors of iNoize out of a total
of  three  directors.

Pursuant  to  the  terms of the Shareholders' Agreement we have a right of first
refusal  on  any  subsequent  equity  or  debt financings of iNoize in excess of
$20,000  Cdn.  Any decision to exercise the right of first refusal will be based
on  a review of the business development and prospects of iNoize at the time the

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investment  decision  is  made,  as  well  as  the funds available to us and our
ability  to  raise additional funds as necessary. We also have preemptive rights
on  any  transfers  of  shares  of  iNoize.

iNoize  is  a  private  company  incorporated  under the laws of the Province of
British  Columbia on May 16, 2000.  Its operations are located at Suite #6, 2475
West  1st  Avenue,  Vancouver,  British  Columbia,  Canada.

LICENSE  AGREEMENT  WITH  INOIZE

We  subsequently  entered  into  a  Technology  License  and Website Hosting and
Management  Agreement  dated  November  15,  2000  with  iNoize  (the  "License
Agreement"),  whereby iNoize granted us the non-exclusive worldwide right to use
its  proprietary  software technology (the "iNoize Technology") under the domain
name,  Jackalopeaudio.com  ("Jackalope").  The  iNoize  Technology  permits
peer-to-peer  transmission of music files in digital format over the Internet by
way  of  streaming  audio  without  downloading  capabilities.

Our  Jackalope  website  is  operated  by our wholly owned subsidiary, Jackalope
Audio,  Inc.  ("Jackalope  Subsidiary").  Our Jackalope website is equipped with
links  permitting  its  users  to:

-    purchase music that they have just listened to,
-    purchase  concert  tickets  or  band  merchandise,
-    visit  artist  websites,  and
-    participate  in  chat  rooms.

It  also  contains feature articles on popular mainstream artists, as well as up
and  coming  bands  that  are  independent  of  major  record  labels.

Pursuant  to the terms of the License Agreement, iNoize will provide all website
hosting, technical and management services required to operate the website.  The
License  Agreement  also  permits  us to sublicense the iNoize Technology to any
third party retained by us to develop, host or maintain the Jackalope website on
our  behalf.  The  License  Agreement  has  a  term  of one year, with automatic
renewal  for  subsequent  one  year  terms,  unless  terminated by us on 30 days
notice.  In  consideration  for  the  acquisition  of  the  license, we will pay
royalties  of  $0.02  Cdn.  per registered user for the first 500,000 users, and
thereafter  $0.05 Cdn. per registered user, which royalties will commence on the
date  we  procure  250,000  users on our Jackalope.  We will operate the website
through  our  Jackalope  Subsidiary.

We  were  incorporated under the laws of the Province of British Columbia on May
26,  1981 under the name "Force Energy Ltd.".  On September 10, 1981, we changed
our  name  to  "Force  Resources  Ltd.".  On  December  1, 1994, we subsequently
changed our name to "Force Technologies Inc." in connection with a consolidation
of our share capital on a five old shares for one new share basis. On October 1,
1997,  we changed our name to "Glassmaster Industries Inc." in connection with a
forward  split of our share capital on a one old share for two new shares basis.

Effective  April  24,  1998,  we continued our jurisdiction of registration from
British  Columbia,  Canada  to  the  State of Wyoming by filing a Certificate of
Registration and Articles of Continuance in the office of the Secretary of State
of  Wyoming.

On  January  19,  2000,  we  changed  our  name  to  "Interlink Systems Inc." in
connection  with a consolidation of our share capital on a ten old share for one

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new  share basis.  On July 28, 2000, we changed our name from "Interlink Systems
Inc."  to  "iQuest  Networks  Inc."  in  connection  with the acquisition of our
interest  in iNoize.  We also concurrently effected a consolidation of our share
capital  on  a  one  new  share  for  two  old  shares  basis.

We  have  two  wholly  owned  subsidiaries, Glassmaster Industries Inc., and our
Jackalope  Subsidiary.  Glassmaster Industries Inc. is incorporated in the state
of  Nevada  and is currently inactive.  Our Jackalope Subsidiary is incorporated
in  Yukon,  Canada  and  holds  a license to use the iNoize Technology to permit
peer-to-peer  streaming  of  digital  audio  files  over  the  Internet.

BUSINESS  OF  ISSUER

We  are  in  the  business  of distributing music in digital format by streaming
audio  over  the  Internet.  The  Internet  is  rapidly  developing  as  a  new
distribution  channel  for the sale, delivery and sharing of pre-recorded music.

Our  current  business  is  largely focused on the digital transmission of music
over  the Internet. We participate in the business of iNoize through our holding
of  a 46 2/3 % minority interest in iNoize. The principal asset of iNoize is the
iNoize  Technology,  which enables "peer-to-peer" transmission of music files in
digital  format over the Internet. "Peer-to-peer" means that individual Internet
users  can  transmit  music  files  between  themselves, without any centralized
storage  of  the music. The iNoize Technology also operates as an Internet based
music  library  enabling users to locate other users that have the desired music
selection. The iNoize Technology is designed to permit users to locate the music
that they want to listen to and to hear that music in real-time; this process is
sometimes referred to as "streaming audio". The iNoize system currently does not
involve  downloading  or copying of music files. This transmission from one user
to  another  user  is  referred  to  as peer-to-peer audio streaming. This is in
contrast  to  the  centralized storage of music files by a single music provider
that  then  transmits  the  files  to  Internet  users. The music is transmitted
between  users  on  a streaming basis, permitting the recipient to listen to the
music  in near real time as the data is being received. A streaming transmission
does  not  involve  the reproduction and storage of the data as a whole file. As
the  data  file  is never downloaded into the memory or hard-drive of the user's
personal  computer,  the  user  does  not  store  or  copy  the  file.

Users  who  have their own private music collection stored as MP3 files on their
hard  drive  enter into a membership agreement whereby they agree to allow other
users  to  listen to their music collection.  The iNoize software also creates a
library  of  music  available  from  on-line users.  The library is continuously
updated  in  order  to  add  or  delete  entries  as  users  logon  or  logoff.

We  may  also  consider  acquiring  interests  in other high-technology start-up
businesses  by  providing  those  businesses  with  access to capital as well as
industry,  marketing,  bookkeeping  and  management  services.  We  may  offer
assistance  and  guidance  in bookkeeping services as they relate to maintaining
the  daily  books of a company, bank account reconciliations, and preparation of
unaudited  financial statements.  Anton J. Drescher, one of our directors and an
officer,  is  a  Certified  Management  Accountant  in  Canada  and is therefore
qualified  to offer these types of services.  We also have two bookkeeping staff
members  available  on  a  contract  basis  for  basic  bookkeeping  duties.

MUSIC  TRACKING  SOFTWARE

We intend to enter into negotiations to incorporate music tracking software that
will  track  and record data on all songs streamed across our Jackalope network,
and publish that data directly to us. The incorporation of the tracking software
will  allow us to provide mandatory file tracking reports to licensing companies
and  content  owners  as  part  of  our  licensing  deals  with  these  firms.

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MUSIC  PERFORMANCE  AGREEMENT  WITH  BMI

We  entered  into  a Web-Site Music Performance Agreement with BMI as of January
23rd,  2002  (the  "BMI  License  Agreement").  Pursuant to the terms of the BMI
License  Agreement  we  have  a non-exclusive license to transmit or cause to be
transmitted  over  the  Internet  all musical works of BMI, pursuant to which we
must  pay  a license fee equal to 1.75% of our gross revenues (as defined in the
BMI  License  Agreement)  generated  by our Jackalope website during each fiscal
quarter  or  2.5%  of the Music Area Revenue generated by our Jackalope website,
which  license  fee  is  payable  quarterly.

"Music  Area Revenue" is revenue derived from Direct Music Area Revenue plus the
Allocation  of  Run-of-Site Revenue. "Direct Music Area Revenue" is the total of
(1) in stream advertising revenue, which means audio ads that are played between
songs, or any ads that appear as part of audiovisual effects on the website; (2)
"Music  Page  Banner  Advertising  Revenue",  which  means  revenue derived from
advertisements  appearing on or in connection with portions of the website where
music  is  played; (3) "Music Subscriber Revenue", which means subscription fees
that  users  pay if the service is a pay service; and (4) "Other Music Revenue",
which means any other revenue that is earned through the playing of music on the
website.  "Allocation  of  Run-of-Site  Revenue" essentially means the number of
times  the  music  page  was  looked at divided by the total number of times the
website  was  visited.

The  license  fee  is  subject  to a minimum payable of $259 per annum for gross
revenues  of  up  to  $12,000, $388 for gross revenues of $12,001 to $18,500 and
$517  for  revenues  in  excess of $18,501.  The duration of the Agreement is to
December  31,  2003  and  is  renewable  annually  thereafter.

Management  has  finalized  discussions  with BMI as to the detailed information
that  will  be  required  in  order to track the music played over our Jackalope
website  and we intend to develop the software necessary  to classify and report
that  information  to  BMI.

This  information  includes  the number of times a song is streamed, the name of
the artist, the name of the album and the name of the record label. Essentially,
two  steps must be taken: (1) clarify the specific information that is needed to
be  derived  from  our  Jackalope website and reported to BMI and (2) come to an
agreement  with  BMI  on  the  best  way  of  reporting that information that is
compatible  and understood by their technology and tracking systems. To date, we
have  now  come to an agreement with BMI as to the information to be provided to
BMI  and  we  are  now  developing  the  appropriate  software  to  deliver that
information  to  BMI  in  a method in which they can sort it into their database
through  their  technology.  Management  expects  that  this second step will be
completed  by  the  fourth  quarter  of  2003,  subject  to our ability to raise
sufficient  funds  to  finance  such  development.

We have not yet commenced delivery of the required music reports to BMI.  We are
in  discussions  with  BMI to determine the best possible way of providing those
reports.  Because  our  Jackalope website is a streaming only site, the means of
tracking  the  music  will  require  additional  software  development.  We  are
currently  developing  the  appropriate  tracking  software,  but  it  will take
additional  time  in order to make it compatible with the Jackalope software and
the  databasing  software of BMI.  We expect that the software will be finalized
by  the fourth quarter of 2003, subject to our ability to raise sufficient funds
to  finance  such  development.

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To  date,  there have been no negative consequences from the lack of delivery of
the  reports  and  we have been advised verbally by BMI that they will waive the
requirement  to  deliver  the reports until the proper software is in place.  We
are  current  with  the  other  requirements,  such  as the financial reporting,
pursuant  to  the  BMI  License  Agreement  and we are paid in full to date with
regard  to  the  licensing  fees.

In  the  event  that  we  are  not able to develop the appropriate software in a
timely  fashion  or  BMI  advises  that  the  waiver has been rescinded, the BMI
License  Agreement  may  have  to  be terminated.  This possibility has not been
discussed  nor  is there a time frame set for that decision by either party.  If
the  BMI  License  Agreement were to terminate, there is the potential risk that
the  artists/record  labels  could  sue  Jackalope for copyright infringement or
unpaid  royalties.

Once  the  software has been developed and is fully functioning we will then, in
turn,  contact  each  of  ASCAP, SESAC, Inc. and Harry Fox Agency, Inc., in that
order,  in  order  to  procure  license  agreements from such agencies to create
revenue  sharing  models  with the content owners to properly compensate artists
and  publishers  for  the  content  streamed  over  our  Jackalope  network.

Each  artist  under  the  five major record labels, being Universal Music Group,
Inc. ("Universal"), BMG Entertainment ("BMG"), Sony Music ("Sony"), Warner Music
Group  ("Warner")  and EMI Recorded Music ("EMI") is typically associated with a
licensing  company,  such  as  BMI, ASCAP, SESAC, Inc. or Harry Fox Agency, Inc.
These  licensing  companies  then  track  the artist's music being played on the
radio  or  through  Internet  play.  The radio stations or Internet websites pay
royalties  to  the  licensing  agency  and  that agency retains a percentage for
providing  the  tracking  service  and pays the balance to the artist and record
label.

Accordingly,  by  entering  into  the BMI License Agreement, we were granted the
right  to play the music of the artists that BMI represents. The license granted
applies  only  to  streaming  audio and not to the downloading of music, where a
copy  is  made  of  the  copyrighted  material,  which  can  then be reproduced.

PRINCIPAL  PRODUCTS  OR  SERVICES

To  the extent that the business of iNoize will affect our return on investment,
iNoize  intends  to  generate  its  revenues by licensing its peer-to-peer audio
streaming  software  to  other  companies  that  desire the ability to digitally
distribute  streaming  music  files  over  the  Internet.

While  we  are dependent on iNoize licensing its software to other parties for a
return  on  our investment, we believe that because our Jackalope website is the
first to offer the service using the iNoize software and we offer services above
and  beyond  what the iNoize software offers, and we intend to continue to build
on  those  additional  offerings,  this  will  give  us  a  competitive  edge on
competitors.  We  also  believe  that  increased competition within the industry
only  increases  consumer  awareness  of  our  type  of service.  One of our key
focuses  currently  is the marketing and advertising of our Jackalope website to
increase  brand  awareness.

iNoize  has currently granted a non-exclusive worldwide license to us permitting
us  to  use  iNoize's  proprietary  software  technology  under the domain name,
Jackalopeaudio.com.  Accordingly,  our  Jackalope  website  will  permit  music
listeners  to  network  for  the  purposes  of  listening  to each other's music
collections  over  the  Internet.  Similarly,  users  who have their own private
music  collection  stored  as  MP3  files  on  their  hard drive will enter into
membership agreements whereby they agree to allow other users to listen to their

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music  collection.  At  present, Jackalope has approximately 8,000 regular users
utilizing  its  website  and  services.  The website also offers online sales of
concert  tickets,  compact  disc  and  music  memorabilia.

However, with the recent Napster decision in February of 2001, the U.S. Court of
Appeals  confirmed  it  was  appropriate to issue an injunction against Napster,
which  would  significantly limit Napster's participation in the distribution of
copyrighted music.  The Court of Appeal held that there was sufficient basis for
the  plaintiff  record labels to establish that Napster infringed copyright laws
by  facilitating  music  downloads.

Because  iNoize  cannot unequivocally state that the offering of streaming audio
does  not  violate  copyright laws, its licensees are expected to obtain license
agreements  for  streaming  audio  in  order to ensure compliance with copyright
laws.

The  service  provided  by  iNoize and similarly, our Jackalope website, require
users  to  have  a  broadband connection to the Internet in order to operate the
software.  Accordingly, increasing consumer acceptance of the iNoize system will
be  dependent  on  the  increasing  usage and availability of broadband Internet
connections.

DISTRIBUTION

To  the  extent that iNoize will affect our return on investment, iNoize intends
to  license  its  software  to  companies  that have secured or intend to secure
digital  distribution  rights  from  the  big five music labels: Universal, BMG,
Sony, Warner and EMI.  iNoize's peer-to-peer technology can substantially reduce
broadband  costs  for  companies  that  digitally  transmit music from their own
servers to the recipient users.  The reduction in broadband costs is a result of
the  data  being  transferred between Internet users, instead of between license
holder  and  user.  Therefore,  the  license  holder  does  not  pay  for  the
transmission  of  data  through  its  own  broadband  service.  For distribution
companies that receive millions of hits per year costs can be significant if the
data is transmitted using its own broadband services. By having the transmission
of  the  music  files occur directly between users, the license holder saves the
costs  associated with the data transmission, such as the purchasing of multiple
servers for MP3 storage, the hosting with housing those servers, the maintenance
and upgrade costs associated with upgrading the servers to maintain cutting edge
technology,  and  the  bandwidth  costs  associated with usage on those servers.

Our  Jackalope  Subsidiary will utilize word-of-mouth based marketing within the
college  and  18  -  25 year old communities as the target market, but will also
utilize  press  release announcement and media coverage to spread the brand name
across  all  market  demographics.  Our  Jackalope  Subsidiary  has  assembled a
promotional  director  and street team to carry out these marketing efforts, and
has  also  retained  marketing, public relations and investor relations staff to
work  on  media  relations  and  investment  interest.

STATUS  OF  SERVICES

We  will  continue  to  improve  and  upgrade  the  iNoize  Technology to ensure
compatibility  with  new operating systems and software, which improvements will
make  the service compatible with Windows ME as well as all updates of Microsoft
Internet Explorer.  Further improvements to the SmartSourcing technology will be
made  for  more  accurate file recognition and better streaming quality. Because
SmartSourcing  works  to  improve streaming quality by recognizing several users
with  the  same  file  and then using an assigned piece of the song from each of
those  users  to  complete  a  clear,  uninterrupted stream to the end user, the
better  the  file  recognition, the better the match the technology can find and
therefore  the  better  the  resulting  stream.

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We  also  intend  to  develop  the  software  necessary  to  classify and report
information  related  to  music  played  on our Jackalope website to BMI that is
compatible  and  understood  by  the  technology  and  tracking  systems  of BMI

We  are  continuing  to  work  towards  finalizing  key  agreements, such as the
agreement  with  eLiberation  for  audio  tracking software and to enter into an
Internet  licensing  agreement  with ASCAP, SESAC and Harry Fox Agency.  We have
temporarily  suspended plans to launch "The Jackalope" magazine, which was to be
an  entertainment  magazine  dealing  primarily  with  music related information
geared towards the college student crowd, with content done by college students,
and  to  serve  as an advertisement for our Jackalope website and help to create
band  awareness.  Subject  to  further  development of the Jackalope website and
related software and a significant increase in the number of users, we will then
proceed  with  our  plans  for  The  Jackalope  Magazine.

We are also looking to increase our music group/entertainers by signing on a new
music  group  in  a  manner  similar  to  "bridges fell" for promotion under our
Jackalope  Entertainment  division.

COMPETITIVE  CONDITIONS

The  market for the online promotion and distribution of music and music-related
products  and  services  is  new,  highly competitive and rapidly changing.  The
number  of  websites  competing  for the attention and spending of consumers and
advertisers  has  increased.  We  expect  that  competition  will  continue  to
increase,  because  there  are  few  barriers  to  entry  to  the  Internet.

More  than  150 music websites compete with iNoize and our Jackalope website for
music  consumers,  advertisers or artist relationships.  Some of the competitors
include  the  following:

-    online  "portals"  such  as  Morpheus, PressPlay, MusicNet, which allow for
     downloading  and  sharing  of  MP3  files;

-    traditional  big  five music labels (Universal, BMG, Sony, Warner and EMI),
     some  of  which have recently established an online presence to promote and
     distribute  the  music and tours of their respective artists through making
     MP3  tracks  available  for  download  and  preview  via  the corporate and
     separate  artists'  websites; and

-    traditional  retailers such as Tower Records and Virgin Megastore and their
     Internet  affiliates  that  have  licensed  content  to  make available for
     download  and  preview  via  their  corporate  websites.

Some  competitors have agreed to work together to offer music over the Internet,
which  will result in increased competitive pressures.  For example, Warner, BMG
and  EMI  recently formed a joint venture with RealNetworks to operate an online
music  portal,  called  MusicNet.  MusicNet, as both a technology provider and a
music  clearinghouse, will operate as a stand alone independent company and will
license  its  private-label  platform  to  companies  seeking  to  sell  music
subscription  services  under their own brands.  Its goal is to distribute music
profitably  to as many outlets as possible.  MusicNet will initially license its
platform  to  America  Online  and  RealNetworks,  each of which plans to launch
branded  online  subscription  services  later  this  year.  MusicNet  will also
license  its platform to other distribution outlets, including Napster, provided
that  such  outlets  satisfy  legal,  copyright  and  security  concerns.

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Currently,  our  user  base  is much lower than its competitors, but our primary
focus  is  to  provide  samples  of  music  prior to its purchase, as opposed to
websites  that  offer downloading services that can be either a circumvention of
the buying process or a hybrid that allows users to download songs and burn them
onto  CD  for  a fee.  Our goal is to fit in the market as a tool for previewing
music before buying and to facilitate the buying process through our website. In
working  with the music companies instead of against them by circumventing their
CD  sales, we also hope to gain a stronger backing and positioning in the online
music  business  by  working  alongside  the music industry and music companies,
allowing  them  to  use  Jackalope  Audio  as a tool to boost revenue online and
offline.

Our  Jackalope  website  is also an MP3 sharing network, so it will be competing
with  the above mentioned competitors that are trying to attract the same target
market  as  Jackalope.  To  our  knowledge,  Jackalope  Audio is the only solely
streaming audio peer-to-peer network, which separates Jackalope Audio within the
competitive  market.  Based  on the fact that Jackalope has not been under legal
scrutiny  to  this  point  and  is  intending to enter into discussions with key
licensing  companies within the music industry, it is our opinion that Jackalope
will  be  competitive  in  the  market in the near future once it has passed its
current  growth  stage  and  as  our  user  base  increases.

Competition  is  likely  to  increase  significantly  as new companies enter the
market  and  current  competitors  expand  their  services.  Many  current  and
potential  competitors  in  the  Internet and music entertainment businesses may
have  substantial  competitive  advantages,  including:

-    longer  operating  histories;

-    significantly  greater  financial,  technical  and  marketing  resources;

-    greater  brand  name  recognition;

-    larger  existing  customer  bases;  and

-    more  popular  content  or  artists.

These  competitors  may  be  able  to  respond  more  quickly to new or emerging
technologies  and  changes in customer requirements and devote greater resources
to  the development, promotion and sale of their products or services.  Websites
maintained  by existing and potential competitors may be perceived by consumers,
artists,  talent  management  companies  and  other  music-related  vendors  or
advertisers  as  being  superior to iNoize and our Jackalope website.  Increased
competition could result in advertising price reduction, reduced margins or loss
of  market  share,  any  of  which  could  harm  our  stock  price.

Despite  the  competition  that  iNoize  may  face, iNoize believes that it will
succeed  in  the  online  distribution  of  music  by  aligning  itself with its
competitors  and licensing its peer-to-peer software technology to them.  iNoize
hopes  to  target  companies,  such as MusicNet, and CDNow, which presently rely
upon  distributing  music  to  users  through  their  central  servers.

Due  to  key  differentiators  within  the  iNoize  technology and overall music
portal,  Jackalope will have the ability to compete very well against its market
competition.

The most notable distinction between the iNoize technology and the technology of
other  services is that the iNoize technology restricts users from making copies
of  the  music.  Instead,  it only allows for real-time streaming.  As a result,
iNoize  has  never  received a request from music content owners requiring it to
apply  filters  to  restrict  content.  As  such, the iNoize technology does not

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employ filtering to limit content on the service.  The major providers in online
music,  (i.e.  - Napster, KaZaa, Morpheus, Press Play, MusicNet, etc) included a
downloading  component,  which  is  where  they  encountered  their  copyright
infringement  problems.

In  addition  to  utilizing  streaming audio instead of downloading of MP3s, our
Jackalope  Subsidiary also employs a content encryption technology that encrypts
every  stream  over  our  Jackalope network, and decrypts those streams, passing
them  through  to  the  embedded  Jackalope  player  in  a manner that disallows
intervention.  This  process further protects the artist's intellectual property
and  provides  another large differentiator between the Jackalope technology and
other  competitors.  Also,  within  the  Jackalope  technology,  we  have  also
introduced  a  peer-to-peer SmartSourceTM technology that not only increases the
reliability of our Jackalope peer-to-peer network but is a huge step forward for
the entire peer-to-peer industry.  This process entails the sourcing of a stream
from  several  peers  with  the  same  file  as  opposed  to a single one-to-one
transfer.  In  doing  this,  where  before  if  a  user  were to drop offline in
mid-transfer, the transfer would end; with SmartSource TM the pieces of the file
assigned  to  that  user are instantaneously reassigned to the remaining party's
streaming,  and  the  listener  never  experiences  an  interruption.

INTELLECTUAL  PROPERTY

On  June  14th,  2002,  we  filed,  on  behalf  of  iNoize, a PCT Utility Patent
Application  with  the  United  States  Patent  and Trademark Office on iNoize's
secure  and  distributed  networking  software  for streaming copyrighted media.
iNoize  previously  filed  a  provisional  patent  in  June  200l related to the
software.  A provisional patent application is a relatively informal application
that  precedes  filing  of  a  regular  application.  It  is used to establish a
priority  filing  date  for  the  information  contained  in  the  provisional
application.  A  provisional  application has a lifetime of only one year, after
which it expires.  The one year period is absolute, and cannot be extended.  The
provisional application cannot become an issued patent.  It is not examined, and
does  not  require  claims  defining  the invention.  Instead, a regular utility
application must be filed, to be examined and issued in due course.  The regular
utility  application  claims a priority date from the provisional, to get credit
for  the  earlier  filing  date.

There  is  no  guarantee  that the patent will not be successfully challenged by
other  providers  of  similar  services  claiming  a  similar  technology.

GOVERNMENT  REGULATION

COPYRIGHT  ACT

There  are  three different types of copyrights for the various uses of recorded
music:

-    rights  to  a  composition  maintained  by  publishers;

-    rights  to  a  specific  recording  maintained  by  records  labels;  and

-    rights to an individual performance of the corporation by an artist managed
     by  performing  rights  organizations.

THE  DIGITAL  MILLENNIUM  COPYRIGHT  ACT  ("DMCA")

Signed  into  law  on October 28, 1998, section 512(a) of The Digital Millennium
Copyright  Act  (the  "DMCA")  limits  the  liability  of  service  providers in

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<PAGE>

circumstances  where  the  provider  merely acts as a data conduit, transmitting
digital  information  from  one  point on a network to another at someone else's
request.  This  limitation  covers  acts  of transmission, routing, or providing
connections  for  the  information,  as  well  as the intermediate and transient
copies  that  are  made automatically in the operation of a network. In order to
qualify  for  this  limitation,  the service provider's activities must meet the
following  conditions:

-    The  transmission  must  be  initiated by a person other than the provider.

-    The  transmission,  routing,  provision  of connections, or copying must be
     carried out by an automatic technical process without selection of material
     by  the  service  provider.

-    The  service  provider  must  not determine the recipients of the material.

-    Any  intermediate  copies must not ordinarily be accessible to anyone other
     than  anticipated  recipients,  and  must  not  be retained for longer than
     reasonably  necessary.

-    The  material  must  be  transmitted  with  no modification to its content.

Section  512(b)  of  the  DMCA limits the liability of service providers for the
practice of retaining copies, for a limited time, of material that has been made
available  online by a person other than the provider, and then transmitted to a
subscriber at his or her direction. The service provider retains the material so
that  subsequent requests for the same material can be fulfilled by transmitting
the  retained copy, rather than retrieving the material from the original source
on  the  network.

Section 512(c) limits the liability of service providers for infringing material
on  websites  (or  other  information  repositories) hosted on their systems. It
applies  to  storage at the direction of a user. In order to be eligible for the
limitation,  the  following  conditions  must  be  met:

-    The  provider  must  not  have  the  requisite  level  of  knowledge of the
     infringing  activity,  as  described  below.

-    If  the  provider  has  the  right  and  ability  to control the infringing
     activity,  it must not receive a financial benefit directly attributable to
     the  infringing  activity.

-    Upon  receiving  proper  notification of claimed infringement, the provider
     must  expeditiously  take  down  or  block  access  to  the  material.

In  addition,  a  service  provider  must have filed with the Copyright Office a
designation  of  an  agent  to  receive  notifications  of claimed infringement.

The  DMCA's protection of service providers against the illegal actions of users
of  the  service  includes  services such as Yahoo and other properties that are
classified as information location tools.  The sites are shielded from liability
unless  actively  participating  in  the  illegal  activity.

RESEARCH  AND  DEVELOPMENT  ACTIVITIES

The  market  for  software  technology  has  historically  been characterized by
frequent  technological  advances,  evolving  industry  standards and escalating
customer  expectations.  As  our  Jackalope  website  uses  iNoize's  software
technology,  we  believe  that  our  future  growth  and success will be largely
dependent upon iNoize's ability to develop products or improve its technology to

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<PAGE>

meet the evolving needs of its prospective clients.  In conjunction with iNoize,
we  will  continually  evaluate  our  products  to  determine  what  additional
enhancements  are  required  by  the  marketplace.  If  either  we or iNoize can
purchase  or license proven products at reasonable costs, we will do so in order
to avoid the time and expense involved in developing such products.  One example
of  this  is  on  June 15, 2001 our Jackalope website incorporated SmartSourceTM
technology  into  the  Jackalope  software.

SmartSourceTM  technology  allows  for  superior  streaming within our Jackalope
peer-to-peer  network by finding multiple different sources of a chosen MP3, and
then  assigning each source a piece of the chosen MP3 to stream to the listener.
SmartSourceTM  technology  directly addresses the quality of service concerns of
peer-to-peer  music  listening  services.  A  song  is  now  streamed  from many
sources,  which  lowers  the  required throughput between individual sources and
listeners  necessary  to  stream  CD quality music.  Also, if one of the sources
disconnects  from  the  network,  another  source  is seamlessly substituted in,
effectively  resulting  in  an uninterruptible music stream.  Peer-to-peer music
listening  now  offers  the  quality  of service of the central server approach,
without  the  high  costs  associated  with  bandwidth  for  such  a  service.

The  SmartSourceTM  technology  also  preserves  the  encryption  process of our
Jackalope  service, and receives the MP3 file packets in an encrypted format and
plays  them  as  they  are  received.

Over  the past three years approximately $350,000 Cdn. has been utilized for the
development  of  the  iNoize  software.  To  date,  we have supplied all of that
amount.

EMPLOYEES  AND  CONSULTANTS

We  operate our Jackalope website using the resources of iNoize.  As such, we do
not  maintain  our  own  technical staff.  A management company, Harbour Pacific
Capital  Corp.,  controlled  by one of our directors, performs an administrative
service  on  our  behalf  and  bills  us a fee for this service.  The management
company  provides  full  management services including bookkeeping services.  We
have  two  employees  carrying out general administrative and marketing services
for  our  Jackalope  business.

iNoize has five on-call consultants, three of whom are the technical founders of
the  website.  Two of the founders presently act in management roles for iNoize.
One  of  the  founding  members  serves  on  the advisory board and assists with
business  development  issues.  iNoize  will  increase its staffing as needed to
support  any  increase  in  activity  or  growth  in  the  company.

CRITICAL  ACCOUNTING  POLICIES

Our discussion and analysis of our financial condition and results of operations
are  based upon our financial statements, which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of  these  financial  statements  requires us to make estimates and
judgments  that affect the reported amounts of assets, liabilities, revenues and
expenses,  and  related  disclosure of contingent assets and liabilities.  On an
on-going basis, we evaluate these estimates, including those related to customer
programs and incentives, bad debts, inventories, investments, intangible assets,
income taxes, warranty obligations, impairment or disposal of long-lived assets,
contingencies  and  litigation.  We  base our estimates on historical experience
and  on  various  other assumptions that are believed to be reasonable under the
circumstances,  the  results  of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.

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<PAGE>

We consider the following accounting policies to be both those most important to
the  portrayal  of  our financial condition and that require the most subjective
judgment:

     -    Revenue  recognition;
     -    Accounting  for  marketable  securities;
     -    Impairment  or  disposal  of  long-lived  assets;
     -    Inventory  valuation  and  related  reserves;  and
     -    Deferred  taxes.

REVENUE  RECOGNITION.  ecommerce  revenue  and  other revenues are recognized in
accordance  with  the  terms  of the specific agreement, which is generally upon
delivery.  Banner  advertising  revenues are recognized ratably over the term of
the  related  agreement.

ACCOUNTING FOR MARKETABLE SECURITIES.  We classify our investments in marketable
securities  as  "available for sale."  We carry these investments at fair value,
based  on  quoted market prices, and unrealized gains and losses are included in
accumulated  other comprehensive income (loss), which is reflected upon the sale
of  our  marketable  securities  in  the  statements  of  operations.

IMPAIRMENT  OR DISPOSAL OF LONG-LIVED ASSETS.  Long-lived assets are reviewed in
accordance  with  Statement  of  Financial  Accounting  Standard  ("SFAS")  144.
Impairment  or disposal of long-lived assets losses are recognized in the period
the  impairment  or  disposal  occurs.  Long-lived  assets  are reduced to their
estimated  fair  value.

INVENTORY  VALUATION  AND RELATED RESERVES.  Inventories are valued at the lower
of cost or market on a first-in, first-out basis.  We use a standard cost system
for  purposes  of  determining  cost; the standards are adjusted as necessary to
ensure  they  approximate  actual costs.  We write down or reserve for estimated
obsolete  or  excess  inventory  based  upon assumptions about future demand and
market  conditions.  We  compare  current inventory levels on a product basis to
our  current  sales  forecast  in order to assess our inventory reserve balance.
The  sales  forecasts  are based on economic conditions and trends (both current
and  projected),  anticipated  customer  demand  and acceptance of the products,
current  products,  expected  future products and various other assumptions.  If
actual  market conditions are less favorable than those projected by management,
additional  write-downs  may  be  required.

DEFERRED  TAXES.  We  record a valuation allowance to reduce deferred tax assets
when  it  is  more  likely  than  not that some portion of the amount may not be
realized.  During 2002, we determined that it was no longer more likely than not
that  we  would  be able to realize all or part of our net deferred tax asset in
the  future,  and  an  adjustment  to  provide a valuation allowance against the
deferred  tax  asset  that  as  charged  to  income.

                                  RISK FACTORS

Set  forth  below  and elsewhere in this Report are risks and uncertainties that
could cause actual results to differ materially from the results contemplated by
the  forward-looking  statements  contained  in  this  Report.

The  following  risk  factors  relate  specifically to the products and services
offered  by  iNoize  and  our  Jackalope  website.

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<PAGE>

LACK  OF  OPERATING  HISTORY  IN  THE  DIGITAL  DISTRIBUTION  OF  MUSIC

We  were  previously  in  the glass laminate and tinting industry and therefore,
have  little experience in the business of distributing music digitally over the
Internet.  Our  current  operations  are subject to the many risks inherent in a
development  stage  business enterprise operating in a market dependent upon new
technology.  The  likelihood  of  our success must be considered in light of the
problems,  expenses,  difficulties,  complications,  and  delays  frequently
encountered  in  a  new  business  and  the  competitive environment in which we
operate.  We  have  not  earned  revenues from operations, have yet to produce a
profit and do not have any significant assets.  If the business of iNoize or our
Jackalope  website  fail  to achieve projected rates of market penetration, this
failure  could  significantly affect our future cash flow. Our operating history
is insufficient for an investor to rely on in making a judgment about our future
performance.  We cannot be certain that our business strategy will be successful
or  that we will successfully address the risks and uncertainties related to our
limited  operating  history.

NEED  FOR  ADDITIONAL  CAPITAL  AND  ABILITY  TO  RAISE  ADDITIONAL  CAPITAL

Neither we nor iNoize currently have any significant revenues.  Accordingly, the
development  of  the business of iNoize and our Jackalope website will depend on
our  ability  or  the ability of iNoize to raise additional funds as needed.  To
the  extent  that  iNoize  will rely upon us for future financing, we may not be
able  to raise additional funds for expansion and/or growth of iNoize's business
and  the further development of the iNoize Technology.  Our resources may not be
sufficient for our working capital and capital expenditure requirements.  We may
need  to  raise  additional  funds  through  public  or  private  debt or equity
financing  in  order  to:

-    take  advantage  of  opportunities,  including expansion or acquisitions of
     additional  businesses  or  technologies;

-    develop  new  products  or  services;  or

-    respond  to  competitive  pressures.

If  such  funds  are  not  available, our business may fail and the price of our
common  stock  may fall considerably.  Additional financing may come in the form
of exercise of outstanding share purchase warrants, private placement securities
offerings  or  from  bank  financing.  If  we  issue  additional shares to raise
capital,  existing shareholders will suffer a dilution of their stock ownership.
Any additional financing we may need may not be available on favourable terms or
at  all.  If adequate funds are not available or are not available on acceptable
terms,  we  may  not  be  able to take advantage of unanticipated opportunities,
develop  new  products  or  services  or  otherwise  respond  to  unanticipated
competitive  pressures,  and  our  business  could  be  harmed.

OUR  INDEPENDENT AUDITORS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS
A  GOING  CONCERN

The  report  of  our  independent  auditors  on  our  January 31, 2003 financial
statements  includes  a  note  stating  that  our ability to continue as a going
concern  is  dependent upon our ability to generate profitable operations in the
future  and/or  to  obtain  the  necessary financing to meet our obligations and
repay  our  liabilities  arising  from normal business operations when they come
due.  The  outcome  of these matters cannot be predicted, with any certainty, at
this  time.  We  have  historically  satisfied  our  capital  needs primarily by
issuing equity securities.  We plan to continue to provide for our capital needs
during  the  year  ended  January  31,  2004  by  issuing  equity  securities.

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<PAGE>

NO  ASSURANCE  THAT  OUR  OPERATING  RESULTS  WILL  BE  PROFITABLE

Our  lack  of operating history and unproven business model make it difficult to
accurately  forecast  our  future revenues or results of operations.  We have no
meaningful  historical  financial  data  upon  which  to  base planned operating
expenses,  and  our  sales  and  operating  results  are  difficult to forecast.
Despite  the  fact that there are other companies in the same competitive market
for  online music sharing, we are not aware of a model utilized by any streaming
audio,  peer-to-peer service currently in the market that has proven itself as a
viable revenue generating model.  The following factors may cause our annual and
quarterly  operating  results  to  fluctuate  significantly,  many  of which are
outside  of  our  control:

-    the  effectiveness  of  our  sales  and  marketing  campaign;

-    market  acceptance  of  our  services;

-    the  amount  and  timing  of  our operating costs and capital expenditures;

-    introductions  by  our  competitors  of  new  or  enhanced  services;

-    changes  in  our  management  team  and  key  personnel;  and

-    fluctuations  in  general  economic  conditions  and  economic  conditions
     specific  to  our  industry.

One or more of these factors could materially and adversely affect gross margins
and  operating  results  in  future periods.  Given our stage of development and
level  of  revenues,  there  is  no assurance that we will, at any point, attain
profitability.

OUR  BUSINESS  IS SUBSTANTIALLY DEPENDENT UPON LICENSE AGREEMENTS WITH A LIMITED
NUMBER  OF  MUSIC  LABELS

The  North  American  market  for  music  is highly concentrated among a limited
number  of  major  labels.  There  is  no  guarantee that we will obtain license
agreements  with all or any of the major five music labels, being Universal, BMG
Sony,  Warner  and  EMI, and even if we obtain the necessary license agreements,
they will not be exclusive, which means that similar agreements may be made with
our  competitors  or  that  the  music  labels  may  provide  the  music  online
themselves.  While  we believe that we will be successful in obtaining licenses,
there  can  be  no  assurance  that  we will be able to expand or maintain those
relationships.  The  lack  of  a  sufficient  number  and variety of music would
greatly  limit  our  ability  to  market  our  Internet  products  and services.

CONSEQUENCES  OF  TERMINATION  OF  BMI  LICENSE  AGREEMENT

If  the BMI License Agreement is terminated because we are unable to develop the
appropriate  tracking  software  on a timely basis, we may have no choice but to
take  our  Jackalope  service  offline  until  the appropriate software has been
developed, at which point we would then seek another license agreement with BMI.
We would be at risk for copyright infringement or liability for unpaid royalties
for  music  played  on  our  Jackalope  website.

If  our  Jackalope  service  were to be taken offline then our Jackalope website
would  likely  lose  a  significant  percentage of its user base.  We would then
incur  significant  marketing costs in advertising our Jackalope service.  There

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<PAGE>

is  no  guarantee  that  we  will  have  the  financial  resources to cover such
marketing  costs,  nor  is  there  any  guarantee that we would be successful in
raising  sufficient  funds  to  cover  those  costs.

THE  RATE OF CONVERSION OF VISITS TO JACKALOPE WEBSITE INTO ECOMMERCE AND BANNER
ADVERTISING  REVENUES  REMAINS  NIL,  AND  THE DIFFERENCE BETWEEN THE TWO GROWTH
CURVES  CONTINUES  TO  INCREASE

The  average  number  of  users  accessing our Jackalope website to date has not
resulted  in  any revenues from ecommerce and banner advertising.  The number of
visits to our Jackalope website continues to increase, whereas the ecommerce and
banner  advertising  revenues  have  not  yet commenced.  Should we be unable to
generate  any  or significant revenues from ecommerce and banner advertising our
business would be adversely affected and our likelihood of continuing operations
will  increase  significantly.

POTENTIAL  FOR  FAILURE  IN  OUR  EFFORTS  TO  FURTHER INOIZE'S BUSINESS AND THE
JACKALOPE  WEBSITE

We  may  not  be  successful  in our effort to further iNoize's business and our
Jackalope  website.  iNoize's  limited  stage  of development, together with our
limited operating history, make us subject to the risks associated with start-up
companies.  For  example, we have not generated any significant revenues and may
experience  cash  flow difficulties. To the extent that iNoize will rely upon us
for financing, we may be required to rely upon equity financing to assist iNoize
in  meeting  any  cash  needs  in  the  short  term.  Such  financing may not be
available.  In  addition,  we  do not have an established presence in the market
that  iNoize  and  our  Jackalope website intend to target and our names are not
well  known  to consumers in that market. There is no guarantee that iNoize will
become  known  to consumers, or that we will ever establish a significant market
presence  through  our  Jackalope  website. Earning revenue will depend upon the
successful development of both the iNoize and Jackalope websites. We may require
additional financing to assist iNoize to further develop it proprietary software
and,  as discussed above, such financing may not be available when required. Any
or  all  of  these  factors  may  cause  our  stock  price  to  fall.

CERTAIN  OF OUR DIRECTORS AND OFFICERS WILL ONLY DEVOTE PART-TIME EFFORTS TO OUR
BUSINESS

We do not maintain our own technical staff nor do we anticipate hiring technical
staff  in the near future; we rely on the technical staff of iNoize.  We conduct
our  operations  through  a  management  company, Harbour Pacific Capital Corp.,
controlled  by  one  of  our  directors.  The  management  company provides full
management  services  including  accounting and administrative support.  We have
two  full-time  employees  carrying  out  general  administrative  and marketing
services for our Jackalope business.  Other than Christopher Desrosiers, none of
our directors and officers will dedicate full-time employment to our operations.
Management  anticipates  devoting  up  to twenty hours per week to our business.
Our  officers  have  not  entered into written employment agreements 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.

ABILITY  TO  RETAIN  QUALIFIED  MANAGEMENT  PERSONNEL

The  present  management  structure of iNoize and our company, although adequate
for  the  early  stage  of  our operations, will likely have to be significantly
augmented  as operations commence and expand.  Our ability to recruit and retain
capable and effective individuals for ourselves and iNoize is unknown.  The loss
of  the  services of our current officers, or our inability to attract, motivate

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<PAGE>

and  retain  highly  qualified executive personnel in the future could result in
the  failure  of or cause serious disruption to the development of our business.

COMPETITION  IN  THE  MUSIC  DISTRIBUTION  INDUSTRY

The  digital  distribution  of  music  over  the Internet is relatively new and,
therefore,  the  market  is difficult to predict in terms of the level of demand
for  the products and services offered by the iNoize and Jackalope websites.  In
addition,  this market is or likely will be, subject to intense competition from
both  private  and public businesses nationally and/or around the world, many of
which  have greater financial and technical resources.  iNoize and our Jackalope
website  will  compete  with  more established competitors in the Internet music
distribution  industry  and  e-commerce  businesses  and  may  have  difficulty
establishing a significant market presence.  If iNoize and our Jackalope website
are  unable  to  compete  in  this marketplace, their entrance into the Internet
market  may  fail  and  our  stock  price  may  fall.

COMPETITION  WITH  INOIZE

We  have a non-exclusive license to the iNoize Technology so it is possible that
we  will  be  competing against iNoize or any of its licensees, some of whom may
have  greater  financial  resources, longer operating histories and greater name
recognition.  If  we  are in direct competition with parties using the identical
technology,  we have a greater chance of failing to capture a significant market
share.  Our  competitors  may  be  also  able  to respond more quickly to new or
emerging  technologies  and  changes  in  customer  requirements.

CHANGES  IN  LAWS  REGARDING  THE  DIGITAL  DISTRIBUTION  OF  MUSIC

Significant  changes  in  copyright  law  may make the service either illegal or
unnecessary,  and  could  result  in  our  failure to pursue our business in the
digital  distribution  of  music.  The  laws  respecting the transfer of digital
information  over  the  Internet  is  evolving.  In  1998, the Digital Millenium
Copyright  Act came into force and provided some protection to service providers
against  liability  for  information  or  transmissions  that appeared or passed
through  their  website  or servers.  However, in the future, laws may be passed
that  would  restrict  the ability of iNoize to provide services that facilitate
the  transfer  of  copyrighted  files  among  users  to  deliver those services.
Furthermore,  the  impact on the music distribution businesses of iNoize and our
company  resulting  from  the  recent  decision  of the US Court of Appeal which
limited Napster's ability to participate in the Internet distribution of digital
music  files  is  unknown.  iNoize  and our Jackalope website may be required to
restrict  participation  in its streaming music business to license holders that
can  demonstrate  compliance  with  copyright  laws.

ADVERSE  EFFECTS  OF  INCORRECT  FINANCIAL  ASSUMPTIONS

Our  business  strategy is predicated on certain assumptions.  These assumptions
will  include  revenue  and  expense  projections  and the occurrence of certain
future  events.  If  the assumptions are incorrect, then our potential return on
investment  from  our minority interest in iNoize, and any revenues derived from
the  Jackalope  website,  may  be  adversely affected.  Similarly, if our actual
costs  to  assist  iNoize in developing its digital distribution business exceed
projected  revenues,  then  our  overall  profits  will  be less than projected.
Therefore, any returns to investors will largely be determined by our ability to
execute  its plan of operation.  There are no assurances that management will be
successful  in  executing  our  plan  of  operation.  Projections are based upon
current  information  and  extrinsic  factors,  such  as  our  ability to obtain
additional  financing  inflationary  controls  and  market  conditions.

                                       18
<PAGE>

LOSS  OF  INTEREST  IN  INTELLECTUAL  PROPERTY / CLAIMS OF INFRINGEMENT BY THIRD
PARTIES

Although  we  filed,  on behalf of iNoize, a PCT Utility Patent Application with
the United States Patent and Trademark Office on iNoize's secure and distributed
networking  software  for streaming copyrighted media, there can be no assurance
that  iNoize will be successful in protecting its proprietary rights from use by
its  competitors  who  choose  to infringe upon its patents or who challenge the
validity  or scope of the patent.  To the extent that iNoize will depend upon us
for  financial  assistance,  we  may  not have the financial resources to engage
parties  infringing  upon  iNoize's patents to enforce its intellectual property
rights.  The  success  of  iNoize and our Jackalope website may also depend upon
the  iNoize Technology not infringing any intellectual property rights of others
and  upon  no  such  claims  of  infringement  being  made.  If  any  claims  of
infringement  are  made,  we may be held liable, in conjunction with iNoize, for
damages  for such infringement and be required to pay cash compensation.  iNoize
may  also  be  forced  to  stop  using its technology upon which it is currently
dependent if use of that technology is found to infringe proprietary rights held
by  others.  Our  business  is  materially  dependent  upon  the  protection  of
technology  held  by  iNoize, and as a result of the foregoing, the price of our
common  stock  may  fall.

ACCESS  TO  TECHNOLOGY  BY  COMPETITORS

The  digital  distribution  business  is  readily  accessible  and can be easily
entered  by  competitors.  There  are currently a number of services that enable
the  transmission  of  digital  music  over the Internet, including in streaming
format.  Furthermore,  increased  competition  may have a negative impact on the
price  of  our  common  stock.

UNCERTAINTY  OF  MARKET  ACCEPTANCE

We  expect to experience significant fluctuations in operating results in future
periods  due  to:

-    the  ability  to  attract  users  to  the  iNoize  and  Jackalope websites;

-    the  ability  to produce content and/or procure licenses to music that will
     attract  users  and  in  turn,  generate  revenues;

-    intense  competition  from other providers of digital distribution of music
     over  the  Internet;

-    the  ability  to upgrade and develop systems and infrastructure in a timely
     and  effective  manner;

-    technical  difficulties  such  as  system  downtime;

-    the  ability  to  attract  users  at a steady rate and to maintain customer
     satisfaction;

-    the  amount and timing of operating costs and capital expenditures relating
     to  operations,  infrastructure  and  expansion  of  the  business;  and

-    the  amount and timing of operating costs and capital expenditures relating
     to  the  implementation  of  marketing  programs.

                                       19
<PAGE>
MARKETING  PROGRAM

If  we do not achieve successful results from our proposed marketing program for
our  Jackalope service and align ourselves with companies that possess the tools
to  increase the quality and attractiveness of our service, we will be unable to
increases the user base and, thus, the advertising revenues from banner ads, pop
up ads and/or stream inserted advertisements will be unachievable.  We will only
be  able to attract advertisers and our database information will only be viable
if  we  are  able  to successfully increase the size of our Jackalope user base.

KEY  AGREEMENTS

We  need  to  procure  certain  key  agreements:

-    In  order to comply with royalty and licensing legal requirements and avoid
     infringing  on  copyright  laws,  we need to procure key license agreements
     with companies that provide content to music websites, which companies then
     pay  royalties  to the artists they represent from the license fees. We are
     looking  to  enter  into  license agreements with ASCAP, SESAC, Inc. and/or
     Harry  Fox Agency, Inc. If we are unable to procure license agreements with
     any  or  all  of such companies, we will be unable to provide music content
     online  without  creating  liability for artist royalties and/or infringing
     copyright  laws.  We  entered into the BMI License Agreement, as of January
     23rd,  2002. We have not entered into any other license agreements to date,
     although we intend to contact one or more of the other agencies in the near
     future  in  order  to  procure  additional  license  agreement(s).

-    In  order  to  comply  with the terms of any licensing agreements for music
     content, we will need to procure an agreement with a company that has audio
     tracking  software  that  it  can  integrate  into our Jackalope website to
     properly  track  all  of  the  songs  that  are streamed over our Jackalope
     website,  which  information can then be provided to the licensors. We have
     entered into negotiations with eLiberation (www.eLiberation.com), which has
     tracking  software  that  has  been  reviewed  by  the  Recording  Industry
     Association  of  America.  We  are  negotiating  with eLiberation as to the
     logistics  of  incorporating  its file tracking technology and the costs of
     such  incorporation,  once  we  have  completed  our  technology  upgrades,
     expected to be completed by the fourth quarter of 2003. If we are unable to
     include  tracking software on our Jackalope website, we will not be able to
     fulfill the terms of any licensing agreements and, thus, would not have the
     ability  to  provide  music  content.

-    We need to procure advertising and sales contracts with key advertisers and
     music  labels  and  retailers  for  our database sales. If we are unable to
     bring  in advertisers we will not be able to generate a substantial portion
     of  our  anticipated  revenues.

OUR  BUSINESS  WILL  SUFFER  IF  WE ARE UNABLE TO SCALE OUR OPERATIONS AS DEMAND
INCREASES

Although  the  iNoize  Technology  has been designed to provide scalability, our
operations  may  not  be sufficient to maintain superior performance if customer
demands  exceed  projected levels.  We cannot be certain that our technology and
equipment  can  serve  a  substantially  larger  number of customers on a timely
basis.  We  also  cannot  ensure  that  we  will  be  able  to  make investments
successfully or at an acceptable or commercially reasonable cost to keep up with
demand.

The following risk factors relate to our possible acquisitions of other business
interests.

                                       20
<PAGE>

OUR  PROPOSED  VENTURE  CAPITAL  OPERATIONS  ARE  SPECULATIVE

If  we  decide  to  proceed with acquiring other business interests, our success
will  depend  to  a  large  extent  upon the operations, financial condition and
management of the identified target company.  While we will prefer participating
in  acquisitions  with  businesses having established operating histories, there
can  be  no  assurance that we will be successful in locating candidates meeting
such criteria.  In the event that we complete an acquisition, the success of the
operations  will depend upon management of the target company and numerous other
factors  beyond  our  control.  There  is  no assurance that we can successfully
identify  suitable  target  companies  and  consummate  additional  business
acquisitions.

THERE  IS  A  SCARCITY  OF  AND  COMPETITION  FOR  BUSINESS  ACQUISITIONS

If  we  decide to proceed with acquiring other business interests, we will be an
insignificant  participant  in  the  business of seeking equity participation in
entities  such  as iNoize.  However, a large number of venture capital firms are
active  in  mergers  and  acquisitions  of companies which may also be merger or
acquisition  target  candidates  for  us.  These entities may have significantly
greater  financial  resources,  technical  expertise and managerial capabilities
than  us  and,  consequently,  we  may  be  at  a  competitive  disadvantage  in
identifying  possible  business  opportunities  and  successfully  completing  a
business  acquisition.  Moreover, we will also compete with numerous other small
public  companies  in  seeking  merger  or  acquisition  candidates.

We do not have any current plans, arrangements, agreements, or understandings to
acquire  other  businesses,  and  are focusing our efforts on the agreement with
iNoize.com  and  our  Jackalope  Subsidiary.

The  following  risk  factor  is  a  general risk that investors should consider
before  making  any  investment  in  our  securities.

DESIGNATION  AS  A  PENNY  STOCK

Our  securities  may  be  deemed  "penny stock" as defined in Rule 3a51-1 of the
Securities  and Exchange Act of 1934, as amended.  Such a designation could have
a  material adverse effect on the development of the public market for shares of
our  common  stock.  Compliance  with  procedures  relating  to  the  sale  by
broker-dealers  of penny stocks may make it more difficult for purchasers of our
common  stock to resell their shares to third parties or to otherwise dispose of
such  shares.

WE  DO  NOT  EXPECT  TO  PAY  ANY  DIVIDENDS  IN  THE  FORESEEABLE  FUTURE

We  do  not  contemplate paying cash dividends in the foreseeable future. Future
dividends  will  depend  on  our  financial  requirements.

ITEM  2.  DESCRIPTION  OF  PROPERTIES.

Our  principal  executive  offices are located in Old Lyme, Connecticut. We rent
approximately  300  square  feet  at  a  cost  of  $200  US  per  month.

                                       21
<PAGE>

ITEM  3.  LEGAL  PROCEEDINGS.

There  are  no legal proceedings reportable pursuant to this section.  As of the
date  of this Form 10-KSB, neither we nor iNoize have been served with notice of
any  legal proceedings and do not contemplate undertaking any legal proceedings.

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

No  matter  was  submitted  to  a vote of our security holders during the fourth
quarter  of  the  fiscal  year  covered  by  this  report.

                                     PART II

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

There  is a limited public market for our common shares. Our common shares trade
on  the  TSX  Venture  Exchange ("TSX") under the symbol "YQN".  Our shares also
trade on the Berlin Stock Exchange Unofficial Regulated Market under the trading
symbol  "IQ4"  and  on  the Frankfurt Stock Exchange.  We have been assigned the
trading  symbol  "IQNW"  by  the  NASD, but do not currently trade in the United
States.  However, we intend to apply to be quoted on the NASD's Over-the-Counter
Bulletin  Board  in  the  near  future.

The  following  table shows the high and low sales prices (in US dollars) of our
common  shares  as  reported  by  the  TSX  for  the  periods  indicated.

                              TSX Venture Exchange
                      (Symbol  "YQN")

Quarter                            High                 Low
-------                            ----                 ---
                                   ($US)                ($US)

Quarter  ended  Apr  30,  2001          1.17                0.34
Quarter  ended  Jul  31,  2001          0.63                0.31
Quarter  ended  Oct  31,  2001          0.57                0.13
Quarter  ended  Jan  31,  2002          0.21                0.14
Quarter  ended  Apr  30,  2002          0.17                0.13
Quarter  ended  Jul  31,  2002          0.11                0.05
Quarter  ended  Oct  31,  2002          0.03                0.03
Quarter  ended  Jan  31,  2003          0.03                0.02
Quarter  ended  Apr  30,  2003          0.03                0.02

There  is  no  public  trading  market  for  the  shares  of  iNoize.

As at April 29th, 2003, we had approximately 351 registered stockholders holding
10,100,494  common  shares.

To  date,  we have not paid any dividends on our common shares and do not expect
to declare or pay any dividends on such common shares in the foreseeable future.
Payment of any dividends will depend upon future earnings, if any, our financial
condition,  and  other  factors  as  deemed  relevant by the Board of Directors.

There  were  no sales of securities made by us during the year ended January 31,
2003.

                                       22
<PAGE>

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

FORWARD  LOOKING  STATEMENTS

This  report  on  Form 10-KSB contains certain forward-looking statements within
the  meaning  of Section 21e of the Securities Exchange Act of 1934, as amended,
and  other  applicable securities laws.  All statements other than statements of
historical  fact  are  "forward-looking  statements"  for  purposes  of  these
provisions,  including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future  operation; any statements concerning proposed new products, services, or
developments;  any  statements  regarding  future  economic  conditions  or
performance;  statements  of belief; and any statement of assumptions underlying
any  of  the foregoing.  Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.

PLAN  OF  OPERATION

Our  plans  over  the  next twelve months consist of multiple phases. During the
second  quarter of our fiscal year 2003, we plan to undertake an advertising and
marketing  campaign  which  includes  a  full  scale  college campus promotional
campaign  with  live "bridges fell" concert events with promotional team members
for  our Jackalope Audio, Inc. ("Jackalope") promotional team members on college
campuses  and  at  college  campus  events handing out Jackalope merchandise and
marketing materials and talking to students to generate brand recognition of the
Jackalope  name amongst the Jackalope service's target market. At "bridges fell"
shows,  the  promotional staff will assist in the promotion of "bridges fell" as
well  as promoting the Jackalope website to the live audience. We intend to also
market  and  sell  the  "bridges fell" CD at tourist destinations and throughout
college  campuses, which will consist of promotional staff handing out Jackalope
materials  and  promoting  the Jackalope website at these events while promoting
the  presence  of  "bridges  fell"  music  at www.jackalopeaudio.com as a way of
driving  traffic  to the website and at the same time promoting the band's music
to  sell  the  CD.  We  will also market and advertise our Jackalope service and
website  at  "bridges  fell"  concert  events  and  at  college  campuses.

During  the second quarter of 2003 through the fourth quarter of 2003, we intend
to  continue  with  our  improvements  and  upgrades to the iNoize Technology to
ensure compatibility with new operating systems and software, which improvements
will  make  the  service  compatible  with  Windows ME as well as all updates of
Microsoft  Internet  Explorer.  Further  improvements  to  the  SmartSourcing
technology  will be made for more accurate file recognition and better streaming
quality. Because SmartSourcing works to improve streaming quality by recognizing
several  users  with  the same file and then using an assigned piece of the song
from  each  of  those users to complete a clear, uninterrupted stream to the end
user,  the  better the file recognition, the better the match the technology can
find  and  therefore  the better the resulting stream. We also intend to develop
the  software  necessary  to  classify  and  report information related to music
played  on  Jackalope  website  to  BMI that is compatible and understood by the
technology  and  tracking  systems  of  BMI,  subject  to  our  ability to raise
sufficient  funds  to  finance  such  development.

During  the  first quarter of 2003 through the fourth quarter of 2003, it is our
intention to finalize key agreements, such as the agreement with eLiberation for
audio  tracking  software and to enter into an Internet licensing agreement with
ASCAP,  SESAC  and  Harry  Fox  Agency.

                                       23
<PAGE>

During  the  third  quarter  of  2003,  we  intend  to  increase  our  music
group/entertainers  by  signing  on  a  new  music  group in a manner similar to
"bridges  fell"  for  promotion  under  our  Jackalope  Entertainment  division.

We currently have sufficient working capital to meet our cash requirements for a
period  of  two months.  Management will be seeking to arrange additional equity
financing  in  the  upcoming  months. Any additional funds raised will likely be
used  for marketing, general and administrative expenses and, to the extent that
iNoize  will  rely  upon us for financing, software development and maintenance.
The  quantity  of  funds to be raised and the terms of any equity financing that
may  be  undertaken  will  be negotiated by management as opportunities to raise
funds  arise.  Specific  plans  related to marketing and any additional software
development  will  be  devised  once financing has been completed and management
knows  what funds will be available for these purposes.  If additional financing
is  unavailable,  iNoize will, to the extent possible, rely on revenue generated
from  licensing  agreements  and  other  sources  identified  above  to meet its
financial  needs;  similarly,  we  will  rely  upon  revenues generated from our
ecommerce links and banner advertisements.  There is no guarantee, however, that
we  will  meet  working  capital  requirements  on  a  continued  basis.

RESULTS  OF  OPERATIONS

We  incurred  a  loss  before comprehensive items of $196,710 for the year ended
January  31, 2003, compared to a loss of $297,808 for the year ended January 31,
2002.  The  increased  operating expenses incurred during the year ended January
31,  2002  compared  with  the operating expenses incurred during the year ended
January  31,  2003  was  primarily for filing fees, office and general expenses,
professional  fees,  product  marketing  and  website  maintenance.

We  do  not  anticipate  receiving any revenues until such time as our user base
increases,  thereby  generating ecommerce revenues or until iNoize is successful
in  licensing  the  iNoize  Technology  to  a  sufficient  number  of parties to
generating  licensing  revenues.  We  are  engaged  in  business for profit, but
cannot  predict  future  profitability.

We  operate the Jackalope website using the resources of iNoize.  As such, we do
not  maintain  our  own  technical staff.  A management company, Harbour Pacific
Capital  Corp.,  controlled  by one of our directors, performs an administrative
service  on  our  behalf  and  bills  us a fee for this service.  The management
company  provides  full  management services including bookkeeping services.  We
have  two  employees  carrying out general administrative and marketing services
for  the  Jackalope  business.

iNoize  has  all  of its five employees on an on call consulting basis, three of
whom  are  the technical founders of the website.  Two of the founders presently
act  in  management roles for iNoize.  One of the founding members serves on the
advisory  board  and  assists with business development issues.  iNoize also has
one  part-time employee.  iNoize will increase its staffing as needed to support
any  increase  in  activity  or  growth  in  the  company.

LIQUIDITY  AND  CAPITAL  RESOURCES

We  had  cash  of $17,666 as of January 31, 2003, compared to $58,272 at January
31, 2002, a decrease of $40,606.  We anticipate that we have sufficient funds on
hand  for  the next two months of operation.  We anticipate that we will operate
at  a  loss for the foreseeable future.  Our management has continued to provide
capital  through  equity  financing.  We  have  no  agreements  for  additional
financing  and  we  can  provide  no  assurance  that additional funding will be
available  to  us on acceptable terms in order to enable us to complete any plan
of  operations.

                                       24
<PAGE>

Our  capital  requirements  depend  on  numerous  factors, including the rate of
market  acceptance  of  our  services,  our  ability  to maintain and expand our
customer  base,  the  level of resources devoted to developing and expanding our
marketing  and  sales  organization and our research and development activities.

ITEM  7.  FINANCIAL  STATEMENTS.

The  financial statements and supplementary financial information required to be
filed under this item are presented on pages F-1 through F-21 of this Report and
are  incorporated  herein  by  reference.

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

None

                                    PART III

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

The following table sets forth the name, age, position, and period of service in
his  present  position  of  each  director  and  executive  officer:


<TABLE>
<CAPTION>

Name                          Age    Position                                      Period of Service
<S>                           <C>    <C>                                                  <C>

Christopher Desrosiers         23    Director, Chief Executive Officer and President      Since 2001

Anton J. Drescher(1)           46    Director, Chief Financial Officer and Secretary      Since 1993

Gerhard J. Drescher(1)         40    Director                                             Since 2000

Norman J. Bonin(1)             48    Director                                             Since 2000
</TABLE>

     (1)  Member  of  the  Audit  Committee.
     (2)  Pursuant to our Articles, all directors serve until such time as their
          successor  has  been  elected,  until  they  resign  or until they are
          removed  by  majority  vote at a meeting of the Issuer's shareholders.
          Officers  are  elected  by  the directors and serve until such time as
          their  successor  is  appointed,  until  they resign or until they are
          removed  by  the  directors.

EXECUTIVE  OFFICERS  AND  DIRECTORS:

CHRISTOPHER  DESROSIERS  was  appointed as President in 2001. Mr. Desrosiers has
over 8 years of experience in the music industry both in the studio as an artist
and  producer,  and  also  in  broadcast  radio holding positions in promotions,
marketing,  and  program  production.  During  the  past 5 years to present, Mr.
Desrosiers was a crew supervisor for the State of Connecticut during the summers
of 1997 and 1998 while still attending university, a promotions assistant and on
air  personality  for  WQGN-Q105  radio  in  New London, CT from January 1999 to

                                       25
<PAGE>

September  1999,  and,  before  taking  a position as Project Manager with us in
September  2000,  Mr.  Desrosiers was most recently the Manager of Marketing and
Business  Development  at  USA  Video  Interactive  Corp. from September 1999 to
September 2000. Mr. Desrosiers was promoted from Project Manager to President of
our company in early 2001. He holds a Bachelor's Degree in Communication Studies
from  the  University  of Rhode Island and was a member of the Lambda Pi Eta and
Golden  Key  National  Honor  Societies.

ANTON (TONY) J. DRESCHER has been our Corporate Secretary since August 12, 1993,
and  has also served as Director since December 1998. During the past 5 years to
present, Mr. Drescher has provided administrative and consulting services in his
capacity as President and a Director of Harbour Pacific Capital Corp. since 1998
and Westpoint Management Consultants Ltd. of Vancouver, British Columbia, Canada
since  1978.  Mr.  Drescher also currently serves or has served as a Director of
the  following  TSX  listed  companies  during  the  last 5 years: Cal-Star Inc.
(formerly "Future Link Systems Inc.") (1997 to the present), International Tower
Hill Mines Ltd. (October 1991 to the present), USA Video Interactive Corp. (June
1993  to the present), StorageFlow Systems Corp. (February 2003 to present), ACT
Industrial  Corporation  (April  1994  to February 1998), Cardero Resource Corp.
(March  1996  to  April 2000) and Consolidated Team Resources Corp. (May 1994 to
December 1995). Mr. Drescher obtained a Diploma in Financial Management from the
British  Columbia  Institute  of  Technology  in June 1974. He also obtained his
Certified  Management  Accountant's  designation  in  October  1981.

NORMAN  JULIAS  BONIN has been a Director since July 7, 2000.  During the past 5
years to present, Mr. Bonin has been the owner/manager of Direct Disposal Corp.,
a  waste  management  and  disposal  company based in Sechelt, British Columbia,
Canada  since 1993.  Mr. Bonin currently serves or has served as Director of the
following TSX listed companies during the last 5 years: International Tower Hill
Mines  Inc.  (1988  to  present),  Cal-Star  Inc. (formerly "Future Link Systems
Inc.")  (August  2000  to  the present), Cardero Resource Corp. (January 1997 to
April 2000), USA Video Interactive Corp.(June 1998 to June 2000), ACT Industrial
Corp.  (May 1995 to February 1998) and Force Technologies Inc. (November 1995 to
October  1996).

GERHARD (GARY) JAKOB DRESCHER has been a Director since July 7, 2000.  From 1989
to present, Mr. Drescher has been the President of Python Technologies of Delta,
British  Columbia, Canada, an electronics consulting firm. Mr. Drescher has also
served  as Director of Cal-Star Inc. (formerly "Future Link Systems Inc.") since
April  1994,  a  company  listed  on  the  TSX.

DIRECTORS  AND  EXECUTIVE  OFFICERS  AND  SIGNIFICANT  EMPLOYEES  OF  INOIZE

CRAIG  HAMILTON,  age 30, has been a Director and President of iNoize since July
2000.  He  is  responsible  for  overall management and strategic planning.  Mr.
Hamilton  has  several  years  of experience with software startups.  He founded
Pyramid  Software  Inc.  in  1994,  his  wholly-owned company.  Mr. Hamilton was
involved  with  the  programming  required  for  the  Point-of-Sale software for
automobile repair shops, as well as the sales and marketing of the product.  Mr.
Hamilton has also worked as a software development consultant for GTE from March
1999  to  September 1999 and Waterfront Employers of British Columbia from March
1998 to January 1999.  Mr. Hamilton has a Bachelor's in Computer Engineering and
Management  from  McMaster  University  in  Canada.

ALISTAIR  FRASER,  age  29, is the Senior System Architect at iNoize. Mr. Fraser
has  4  years  of  Java programming experience. He has worked on projects at GTE
from  April  1999  to August 1999, developing a large multi-threaded distributed
Java application. He also worked at West Coast Energy from July 1997 to February
1999  as a primary designer of a large (150+ screen) multi-threaded, distributed
Java  e-commerce  application.  Current  users  include  shippers, receipt point
operators, revenue accountants and secretaries. During 1999, Mr. Fraser designed

                                       26
<PAGE>

and  managed the Mortgage Exchange Link, an application package for the mortgage
industry  in  the  United  States, designed for over 15,000 concurrent users. He
also  developed  WestFLO,  an  extranet  computing  model  designed  to  provide
reliable, real-time data access to customers, suppliers and partners. Mr. Fraser
obtained  his  Masters  Degree  in  Atmospheric  Physics  from the University of
Washington  in  1996.

DR.  JEFF  BEIS, age 38, is the lead technical product developer of iNoize.  Dr.
Beis  has  worked  as  a  contractor in software development for 5 years and has
completed  projects  for West Coast Energy from 1998 to 1999 and for the City of
Surrey  from 1997 to 1998. Dr. Beis obtained a Doctorate in Computer Vision from
the  University  of  British  Columbia  in  1997.

TECHNICAL  ADVISORY  BOARD  OF  INOIZE

The  advisory  board  consists  of the shareholders of iNoize, who work together
with  us  in  order to protect their investment and to further both our business
and  the  business  of  iNoize.  The  members  of  the  advisory  board  are not
compensated  by  us.  The  advisory  board  members  are  as  follows:

KAREL  TEN  HOOPE  is the founder and operator of the high-tech consulting firm,
KnowledgeTech  Consulting Inc. ("KnowledgeTech").  KnowledgeTech employs over 60
people  in  5  offices  located  in  North  and  South  America.  KnowledgeTech
specializes  in  leading  edge  development  projects,  and  has been focused on
delivering  Internet  technology based solutions for more than 6 years.  Mr. ten
Hoope  has  had  key technology roles at the former Vancouver Stock Exchange and
Sierra  Systems  Consultants including technical leadership for projects as well
as  technical  pre-sales, support and marketing for North America. Mr. ten Hoope
is a founding partner of iNoize and owns a minority interest in iNoize.  Mr. ten
Hoope  obtained  a  Bachelor of Science degree in 1980 and a Masters in Business
Administration  in  1990 from the University of British Columbia.  He obtained a
Management  Information  Systems  diploma  at  the British Columbia Institute of
Technology  in  1984.

DR.  BRENDAN  MUMEY  has  a  Ph.D.  in  Computing  Sciences  from  University of
Washington  and  has  extensive  experience  in  the  development  of commercial
software application.  Dr. Mumey provides iNoize with expert technical advice on
the  algorithms  required  for  a  building  a  highly  scalable  application.

ANDREW  S.  ATKINS  was  called  to  the Bar of British Columbia in August 1986.
During the two years immediately following his call, he acted as the Director of
Business  Affairs  for S.L. Feldman & Associates, a division of A& F Music Ltd.,
owned  by  Sam Feldman and Bruce Allen. Subsequently, Mr. Atkins practiced for 3
years  with the law firm of Russell & DuMoulin, during which time he focused his
practice  on  matters in the entertainment field. Mr. Atkins is currently a sole
practitioner  focusing his practice on entertainment related matters. Mr. Atkins
has  lectured  extensively for the Continuing Legal Education Program as well as
other  industry  forums  on  matters involving the exploitation of music and the
production  of  motion  pictures  and  television programs and has appeared as a
featured  speaker  on  the  television  show "Legal Wise". Mr. Atkins has taught
courses  in  Media  and Communications at the University of British Columbia Law
School  and  Entertainment  Contracts  at  the  Trebas  Music  Institute for the
Recording  Arts.

FAMILY  RELATIONSHIPS

Gerhard  (Gary)  Jakob  Drescher,  one  of our directors is the brother of Anton
(Tony)  J.  Drescher,  a  director  and  our  Corporate  Secretary.

                                       27
<PAGE>

INVOLVEMENT  IN  LEGAL  PROCEEDINGS

During  the  past  five  years,  no  director  or  officer  has  been:

-    a  general  partner  or  executive  officer  of  a business against which a
     bankruptcy  petition  was  filed;

-    convicted  in  a  criminal  proceeding or is currently subject to a pending
     criminal  proceeding;

-    subject  to  any  order,  judgement  or  decree  of  any court of competent
     jurisdiction  permanently  or  temporarily  enjoining,  barring, suspending
     him/her  from,  or  otherwise  limiting his/her involvement in, any type of
     business,  securities  or  banking  activities;  or

-    found  by a court of competent jurisdiction (in a civil action), the SEC or
     the  Commodity  Futures  Trading  Commission  to have violated a federal or
     state  securities  or  commodities  law.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16  of  the Securities Exchange Act of 1934, as amended ("Section 16"),
requires  that  reports  of beneficial ownership of capital stock and changes in
such  ownership  be  filed  with  the  SEC  by  Section  16 "reporting persons,"
including  directors,  certain  officers,  and  holders  of more than 10% of the
outstanding  common shares. We are required to disclose in this Annual Report on
Form  10-KSB  each  reporting  person  whom  we  know to have failed to file any
required reports under Section 16 on a timely basis during the fiscal year ended
January  31,  2003.

To  our  knowledge,  based  solely  on  a  review  of copies of Forms 3, 4 and 5
furnished to us and written representations that no other reports were required,
during  the  fiscal year ended January 31, 2003, our officers, directors and 10%
shareholders  complied  with all Section 16(a) filing requirements applicable to
them  except  as  follows:

None

ITEM  10.  EXECUTIVE  COMPENSATION.

The following table sets forth compensation awarded to, earned by or paid to our
Chief  Executive  Officer  (CEO),  and  to  other  persons  serving as executive
officers  as  of January 31, 2003, whose salary and bonus for such year exceeded
$100,000  (collectively,  the  "Named  Executive  Officers")  for the last three
completed  fiscal  years.

                                       28
<PAGE>

<TABLE>
<CAPTION>

                                                                                  Long-Term  Compensation
                                                                 --------------------------------------------------
                          Summary  Compensation  Table                       Awards                    Payouts
                             Annual Compensation                 ---------------------------  ---------------------
    Name  and    ----------------------------------------    Restricted   Securities
    Principal                               Other Annual     Stock        Underlying     LTIP     All Other
    Position   Year   Salary      Bonus     Compensation     Award(s)     Options/SARs  Payouts  Compensation

----------    ------ ------------ ---------  ------------  ------------   ------------   -------  ------------
                        $          $            $              $             $           $           $
              ------------------------------------------------------------------------------------------------
<S>            <C>    <C>         <C>           <C>           <C>            <C>        <C>         <C>

Desrosiers     2003   -0-         -0-           -0-           -0-            -0-        -0-         -0-
Christopher    2002   -0-         -0-           -0-           -0-            -0-        -0-         -0-
(President/    2001   -0-         -0-           -0-           -0-            -0-        -0-         -0-
Secretary

Drescher       2003   -0-         -0-      US$24,214(1)      -0-             -0-        -0-        - 0-
Anton J.,      2002   -0-         -0-      US$27,553(1)      -0-             -0-        -0-        - 0-
(Secretary/    2001   -0-         -0-      US$35,458(1)      -0-             -0-        -0-        - 0-
Director)

Bonin,         2003   -0-         -0-           -0-           -0-            -0-        -0-         -0-
Norman J.      2002   -0-         -0-           -0-           -0-            -0-        -0-         -0-
(Director)     2001   -0-         -0-           -0-           -0-            -0-        -0-         -0-

Drescher,      2003   -0-         -0-           -0-           -0-            -0-        -0-         -0-
Gerhard J.     2002   -0-         -0-           -0-           -0-            -0-        -0-         -0-
(Director)     2001   -0-         -0-           -0-           -0-            -0-        -0-         -0-
</TABLE>

(1)  Represents  consulting  fees  paid  to Mr. Drescher through Harbour Pacific
     Capital  Corp.,  a consulting firm wholly-owned by him, for his services as
     an  executive officer of the Company. The services include financial record
     keeping,  secretarial and receptionist duties. It also includes bookkeeping
     fees  for  2002  ($3,814),  2001  ($7,153)  and  2000  ($3,658).

The  following  table  sets forth certain information concerning grants of stock
options  to the Named Executive Officers during the year ended January 31, 2003.

<TABLE>
<CAPTION>

                      OPTION/SAR  GRANTS  IN  LAST  FISCAL  YEAR

                                                                                    Potential  Realizable  Value at
                                                                                    Assumed Annual Rate of Stock
                                Individual  Grants                              Price  Appreciation for Option Term
                             --------------------------------------------------------------------------------------
                     Number  of    %  of  Total               Market
                     Securities   Options/SARs              Price  on
                     Underlying    Granted  to    Exercise   Date  of
                   Options/  SARs  Employees  in   Price      Grant     Expiration      0%         5%        10%
                     Granted      Fiscal Year(1) ($/Share) ($/Share)     Date          ($)        ($)        ($)
-----------------------------------------------------------------------------------------------
<S>                    <C>          <C>             <C>        <C>         <C>         <C>         <C>       <C>

Desrosiers,
Christopher            -0-          -0-             -0-        -0-          -0-         -0-         -0-      -0-
Drescher, Anton        -0-          -0-             -0-        -0-          -0-         -0-         -0-      -0-
Bonin, Norman          -0-          -0-             -0-        -0-          -0-         -0-         -0-      -0-
Drescher, Gerhard      -0-          -0-             -0-        -0-          -0-         -0-         -0-      -0-
</TABLE>

(1)  No  stock  options  were  granted  to employees and consultants during year
     ended  January  31,  2003.

The following table sets forth certain information concerning exercises of stock
options  by  the Named Executive Officers during the year ended January 31, 2003
and  stock  options  held  at  year  end.

                                       29
<PAGE>

Aggregated  Option  /  SAR Exercises in Last Fiscal Year and FY-End Option / SAR
Values

<TABLE>
<CAPTION>

                                                                  Number  of  Securities       Value  of  Unexercised
                                                                 Underlying  Unexercised          In-the-Money
                                                                     Options  /  SARs             Options  /  SARs
                                                                     at  FY-End  (#)              At  FY-End  ($)-
--------------------------------------------------------------------------------------------------------------------
                         Shares  Acquired  on    Value  Realized         Exercisable/               Exercisable/
Name                         Exercise (#)            ($)                Unexercisable             Unexercisable(1)
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                   <C>                        <C>

Desrosiers, Christopher         -0-                 -0-                   0 / 0                      N/A    / $0

Drescher, Anton                 -0-                 -0-                   0 / 0                      N/A    / $0

Bonin, Norman                   -0-                 -0-                   0 / 0                      N/A    / $0

Drescher, Gerhard               -0-                 -0-                   0 / 0                      N/A    / $0
</TABLE>

(1)  On  January  31,  2003,  the  average of the high and low bid prices of the
     common  shares  on  the  TSX  Venture  Exchange  was  $0.27.

COMPENSATION  OF  DIRECTORS

Directors  receive  no  compensation  for  their  service  as  such.

EMPLOYMENT  CONTRACTS

We  do  not  have an employment contract with Mr. Desrosiers and the other Named
Executive  Officer.  We  have  no  obligation to provide any compensation to Mr.
Desrosiers or any other Named Executive Officer in the event of his resignation,
retirement or termination, or a change in control of the Company, or a change in
any  Named  Executive  Officers' responsibilities following a change in control.

We  may  in  the  future  create retirement, pension, profit sharing and medical
reimbursement  plans  covering  its  Executive  Officers  and  Directors.

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

The following table sets forth as of April 29th, 2003, the number of outstanding
common  shares beneficially owned by (i) each person known to us to beneficially
own  more  than  5%  of our outstanding common shares, (ii) each director, (iii)
each  Named  Executive  Officer, and (iv) all officers and directors as a group.

                                       30
<PAGE>

<TABLE>
<CAPTION>

Name                                          Common Shares Owned         Percentage of Class
---------------------------------------------------------------------------------------------
<S>                                            <C>                          <C>

Anton J. Drescher                              1,664,713 (2)(3)             16.48%

Edwin Molina                                   1,076,500 (2)(5)             10.66%

Norman J. Bonin                                  717,500 (2)(4)              7.10%

Rowland Perkins                                  690,000 (2)                 6.83%

Christopher Desrosiers                           125,000 (2)(6)              1.24%

Gerhard (Gary) Jakob Drescher                     -0-                          N/A

All Executive Officers & Directors
 as a Group [four persons]                     2,507,213                    24.82%
</TABLE>

(1)  Beneficial  ownership is determined in accordance with the rules of the SEC
     and  generally  includes  voting  or  investment  power  with  respect  to
     securities.
(2)  The  persons  named in the table have sole voting and investment power with
     respect  to all shares of common stock shown as beneficially owned by them.
(3)  Anton  Drescher  owns  an  additional 100,000 warrants to purchase up to an
     additional  100,000  common  shares  at  a  price of $0.30 per share, which
     warrants  expire  on  August  8,  2003.
(4)  Norman  Bonin  owns  an  additional  67,500  warrants  to purchase up to an
     additional  67,500  common  shares  at  a  price  of $0.30 per share, which
     warrants  expire  on  August  8,  2003.
(5)  Edwin  Molina  owns  an  additional  100,000  warrants to purchase up to an
     additional  100,000  common  shares  at  a  price of $0.30 per share, which
     warrants  expire  on  August  8,  2003.
(6)  Christopher Desrosiers owns an additional 25,000 warrants to purchase up to
     an  additional  25,000  common  shares at a price of $0.30 per share, which
     warrants  expire  on  August  8,  2003.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

In  2002, we paid consulting fees of $24,214 to Harbour Pacific Capital Corp., a
company  controlled  by  Anton  J.  Drescher, in consideration of Mr. Drescher's
services  as  an  executive  officer.  The  services  include  bookkeeping  and
financial  record  keeping,  secretarial  and  receptionist  duties.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)(1)  Financial  Statements Independent Auditors' Reports Consolidated Balance
     Sheets  Consolidated  Statements  of  Operations Consolidated Statements of
     Comprehensive  Operations  Consolidated  Statements of Stockholders' Equity
     Consolidated  Statements  of  Cash  Flows  Notes  to Consolidated Financial
     Statements

(a)(2) All schedules are omitted because they are not applicable or the required
     information  is  shown  in  the  financial  statements or the notes thereto
     included  in  this  Report.

(b)  Reports  on  Form  8-K

     None.

                                       31
<PAGE>

(c)  Exhibits

3.1  Certificate  of Incorporation dated May 26, 1981 (incorporated by reference
     from  Exhibit  3.1  to  the  registrant's  Form  10-SB).

3.2  Memorandum  filed  with  the  British  Columbia Registrar of Companies (the
     "Registrar")  on May 26th, 1981 (incorporated by reference from Exhibit 3.2
     to  the  registrant's  Form  10-SB).

3.3  Articles of Incorporation of the Issuer dated May 26, 1981 (incorporated by
     reference  from  Exhibit  3.3  to  the  registrant's  Form  10-SB).

3.4  Special  Resolution  dated  September 1, 1981 approving change of name from
     Force  Energy  Ltd. to Force Resources Ltd. (incorporated by reference from
     Exhibit  3.4  to  the  registrant's  Form  10-SB).

3.5  Certificate  of  Change  of  Name  from  Registrar dated September 10, 1981
     changing  name from Force Energy Ltd. to Force Resources Ltd. (incorporated
     by  reference  from  Exhibit  3.5  to  the  registrant's  Form  10-SB).

3.6  Special  Resolution  dated  November 29, 1994 approving change of name from
     Force  Resources Ltd. to Force Technologies Inc. (incorporated by reference
     from  Exhibit  3.6  to  the  registrant's  Form  10-SB).

3.7  Certificate  of  Change  of  Name  from  Registrar  dated  December 1, 1994
     changing  name  from  Force  Resources  Ltd.  to  Force  Technologies  Inc.
     (incorporated  by  reference  from  Exhibit  3.7  to  the registrant's Form
     10-SB).

3.8  Special  Resolution  dated September 25, 1997 approving change of name from
     Force  Technologies  Inc.  to  Glassmaster Industries Inc. (incorporated by
     reference  from  Exhibit  3.8  to  the  registrant's  Form  10-SB).

3.9  Certificate  of  Change  of  Name  from  Registrar  dated  October 31, 1997
     changing  name  from Force Technologies Inc. to Glassmaster Industries Inc.
     (incorporated  by  reference  from  Exhibit  3.9  to  the registrant's Form
     10-SB).

3.10 Special  Resolution dated September 25, 1997 approving a subdivision of the
     share  capital  on  a  one  for  two  basis (incorporated by reference from
     Exhibit  3.10  to  the  registrant's  Form  10-SB).

3.11 Application  for  Certificate  of  Registration and Articles of Continuance
     into  the  State of Wyoming filed April 24, 1998 (incorporated by reference
     from  Exhibit  3.11  to  the  registrant's  Form  10-SB).

3.12 Articles of Incorporation and Articles of Continuance of incorporation from
     British  Columbia  to  Wyoming dated April 24, 1998 from Secretary of State
     for  Wyoming  (incorporated  by  reference  from  Exhibit  3.12  to  the
     registrant's  Form  10-SB).

3.13 Articles  of  Correction  filed  January  7, 1999 changing authorized share
     capital  from  50,000,000  to  100,000,000  (incorporated by reference from
     Exhibit  3.13  to  the  registrant's  Form  10-SB).

                                       32
<PAGE>

3.14 Articles  of  Amendment  (by  Shareholders) filed January 20, 2000 changing
     name from Glassmaster Industries Inc. to Interlink Systems Inc. and ten for
     one reverse stock Split (incorporated by reference from Exhibit 3.14 to the
     registrant's  Form  10-SB).

3.15 Articles  of  Amendment  (by  Shareholders)  dated  January  20,  2000
     (incorporated  by  reference  from  Exhibit  3.15  to the registrant's Form
     10-SB).

3.16 Articles  of  Amendment  to  Articles  of Incorporation filed July 28, 2000
     changing  name  from  Interlink  Systems  Inc.  to  iQuest  Networks  Inc.
     (incorporated  by  reference  from  Exhibit  3.16  to the registrant's Form
     10-SB).

3.17 Articles  of  Amendment  (by Shareholders) filed July 28, 2000 (two for one
     reverse  stock  split)  (incorporated by reference from Exhibit 3.17 to the
     registrant's  Form  10-SB).

3.18 Articles  of  Amendment (by Shareholders) filed July 28, 2000 (incorporated
     by  reference  from  Exhibit  3.18  to  the  registrant's  Form  10-SB).

10.1 Amended  Term  Sheet dated June 1, 2000 between and iNoize (incorporated by
     reference  from  Exhibit  10.1  to  the  registrant's  Form  10-SB).

10.2 Subscription  Agreement  dated  September  28,  2000 between the Issuer and
     iNoize  whereby  the  Issuer  purchased  2,500,000  common shares of iNoize
     (incorporated  by  reference  from  Exhibit  10.2  to the registrant's Form
     10-SB).

10.3 Shareholders'  Agreement  dated September 28, 2000 among the Issuer, iNoize
     and the shareholders of iNoize (incorporated by reference from Exhibit 10.3
     to  the  registrant's  Form  10-SB).

10.4 Technology  License  and  Website  Hosting  and  Management Agreement dated
     November  15, 2000 between the Issuer and iNoize (incorporated by reference
     from  Exhibit  10.4  to  the  registrant's  Form  10-SB).

10.5 Subscription  Agreement  dated  May  25, 2001 between iNoize and the Issuer
     whereby  the  Issuer  subscribed  for  1,875,0900  Class B common shares of
     iNoize  (incorporated  by  reference  from Exhibit 10.5 to the registrant's
     Form  10-SB).

10.6 2001  Stock  Option  Plan  adopted July 20, 2001 (incorporated by reference
     from  Exhibit  10.6  to  the  registrant's  Form  10-SB).

10.7 License  Agreement  dated  January  23,  2002  with  Broadcast  Music  Inc.
     (incorporated  by  reference  from  Exhibit  10.7  to the registrant's Form
     10-SB).

21.  Subsidiaries  of  the  registrant:

     Name                                        State  of  Incorporation
     ------                                      ----------------------

     Jackalope  Audio  Inc.                              Yukon
     Glassmaster  Industries  Inc.                       Nevada

                                       33
<PAGE>

                                   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.

                              IQUEST NETWORKS INC.



                                   By:  /s/  Christopher  Desrosiers
                                       --------------------------------
Date:  April  30th,  2003              Christopher  Desrosiers,
                                       Chief  Executive  Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.



        Signature                      Title                       Date
-----------------------   ----------------------------------    ---------

/s/  Christopher Desrosiers  Chief Executive Officer, Director  April 30th, 2003
-----------------------
Christopher  Desrosiers

/s/  Anton J. Drescher     Chief Financial Officer, Director    April 30th, 2003
-----------------------
Anton  J.  Drescher

/s/  Gerhard J. Drescher     Director                           April 30th, 2003
-----------------------
Gerhard  J.  Drescher

/s/  Norman J. Bonin         Director                           April 30th, 2003
-----------------------
Norman  J.  Bonin


                                       34
<PAGE>

                                                                       Exhibit 1

      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SECTION  906  CERTIFICATION  BY  CHRISTOPHER  DESROSIERS

Pursuant  to the requirements of Section 906 of the Sarbanes-Oxley Act of  2002,
Christopher  Desrosiers,  hereby  certifies  that:

1.   This report fully complies with the requirements of Sections 13(a) or 15(d)
     of  the  1934  Act,  and

2.   The  information  contained in this report fairly presents, in all material
     respects, the registrant's financial condition and results of operations of
     the  registrant.

                                By:  /s/  Christopher  Desrosiers
                                   -----------------------------------
                                   Name:  Christopher  Desrosiers
                                   Title:  President  and  Chief  Executive
                                          Officer
                                   Date:  April  30th,  2003


SECTION  906  CERTIFICATION  BY  ANTON  J.  DRESCHER

Pursuant  to  the requirements of Section 906 of the Sarbanes-Oxley Act of 2002,
Anton  J.  Drescher,  hereby  certifies  that:

1.   This report fully complies with the requirements of Sections 13(a) or 15(d)
     of  the  1934  Act,  and

2.   The  information  contained in this report fairly presents, in all material
     respects, the registrant's financial condition and results of operations of
     the  registrant.

                                By:  /s/  Anton  J.  Drescher
                                   ------------------------------------
                                   Name:  Anton  J.  Drescher
                                   Title:  Secretary  and  Chief  Financial
                                          Officer
                                   Date:  April  30th,  2003



                                       35
<PAGE>

                                 CERTIFICATIONS

I,  Christopher  Desrosiers,  certify  that:

1.   I  have reviewed this annual report on Form 10-KSB of iQuest Networks Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entitles,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to

                                       36
<PAGE>

          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls.

                                       37
<PAGE>

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                By:  /s/  Christopher  Desrosiers
                                   -----------------------------------
                                   Name:  Christopher  Desrosiers
                                   Title:  President  and  Chief  Executive
                                          Officer
                                   Date:  April  30th,  2003



I,  Anton  J.  Drescher,  certify  that:

1.   I  have reviewed this annual report on Form 10-KSB of iQuest Networks Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entitles,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls.

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


                                By:  /s/  Anton  J.  Drescher
                                   ------------------------------------
                                   Name:  Anton  J.  Drescher
                                   Title:  Secretary  and  Chief  Financial
                                          Officer
                                   Date:  April  30th,  2003

                                       F1
<PAGE>

                              IQUEST NETWORKS INC.

                          (A Development Stage Company)

                  REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

                            January 31, 2003 and 2002

                             (Stated in US Dollars)
                              --------------------



                                       F2
<PAGE>

Terry  Amisano  Ltd.                                            AMISANO  HANSON
Kevin  Hanson,  CA                                       Chartered  Accountants

                          INDEPENDENT AUDITORS' REPORT

To  the  Stockholders,
Iquest  Networks  Inc.
(A  Development  Stage  Company)

We  have audited the accompanying consolidated balance sheets of Iquest Networks
Inc.  (A  Development  Stage  Company)  as  of January 31, 2003 and 2002 and the
related  consolidated  statements  of  operations, stockholders' equity and cash
flows  for each of the years in the three year period ended January 31, 2003 and
for  the  period  from  inception  of the development stage, February 1, 1997 to
January  31,  2003.  These  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are  free  of  material  misstatement.  An  audit  includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Iquest Networks Inc.
as  of  January 31, 2003 and 2002 and the results of its operations and its cash
flows  for each of the years in the three year period ended January 31, 2003 and
for  the  period  from  inception  of the development stage, February 1, 1997 to
January 31, 2003, in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  consolidated financial statements referred to above have been
prepared  assuming  that  the  Company  will  continue  as  a going concern.  As
discussed  in Note 1 to the consolidated financial statements, the Company is in
the development stage, and has no established source of revenue and is dependent
on  its  ability  to raise capital from stockholders or other sources to sustain
operations.  These  factors,  along  with  other matters as set forth in Note 1,
raise  substantial  doubt  that  the Company will be able to continue as a going
concern.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

Vancouver, Canada                                               "AMISANO HANSON"
April 4, 2003                                              Chartered Accountants

Comments  by  Auditors  for  Canadian Readers on U.S.- Canada Reporting Conflict
--------------------------------------------------------------------------------

In  Canada,  reporting  standards for auditors do not require the addition of an
explanatory  paragraph  (following  the  opinion  paragraph) or a reservation of
opinion  when  the  consolidated financial statements are affected by conditions
and events that cast substantial doubt on the Company's ability to continue as a
going  concern  and such doubt is accounted for and disclosed in accordance with
Canadian  generally  accepted  accounting  principles.

Our  report  to the stockholders dated April 4, 2003, is expressed in accordance
with  United States of America reporting standards which requires an explanatory
paragraph  in  the  auditor's  report.

Vancouver, Canada                                               "AMISANO HANSON"
April 4, 2003                                              Chartered Accountants

750  WEST  PENDER  STREET,  SUITE  604                  TELEPHONE:  604-689-0188
VANCOUVER  CANADA                                       FACSIMILE:  604-689-9773
V6C  2T7                                              E-MAIL:  amishan@telus.net


                                       F3
<PAGE>
                              IQUEST NETWORKS INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                            January 31, 2003 and 2002
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>

                                          ASSETS                     2003            2002
                                       -----------                --------       ----------
<S>                                                             <C>             <C>
Current
    Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      17,666   $      58,272
    Accounts receivable. . . . . . . . . . . . . . . . . . . .          1,689           3,835
    Prepaid expenses . . . . . . . . . . . . . . . . . . . . .            799           1,697
                                                                --------------  --------------

                                                                       20,154          63,804
Capital assets - Note 4. . . . . . . . . . . . . . . . . . . .          6,832          16,216
Investment - Note 5. . . . . . . . . . . . . . . . . . . . . .              1         100,895
Notes receivable - Note 6. . . . . . . . . . . . . . . . . . .              -          42,324
                                                                --------------  --------------

                                                                $      26,987   $     223,239
                                                                ==============  ==============

                                  LIABILITIES
                                ---------------
Current
    Accounts payable - Note 9. . . . . . . . . . . . . . . . .  $       6,954   $      12,087
    Due to related parties - Note 9. . . . . . . . . . . . . .          5,189           3,133
                                                                --------------  --------------

                                                                       12,143          15,220
                                                                --------------  --------------

                              STOCKHOLDERS' EQUITY
                            -------------------------
Capital stock - Note 8
Authorized:
    100,000,000 common shares without par value
Issued:
    10,100,494 common shares (2002:  10,100,494 common shares)      5,212,211       5,212,211
Deficit accumulated during the development stages. . . . . . .   (  5,178,125)   (  4,981,415)
Accumulated other comprehensive loss . . . . . . . . . . . . .      (  19,242)      (  22,777)
                                                                --------------  --------------

                                                                       14,844         208,019
                                                                --------------  --------------

                                                                $      26,987   $     223,239
                                                                ==============  ==============

</TABLE>

Nature  and  Continuance  of  Operations  -  Note  1
Commitments  -  Notes  7  and  8


APPROVED  BY  THE  DIRECTORS:

              "Anton J. Drescher"          "Christopher Desrosiers"
              -----------------------     -------------------------
               Anton J. Drescher,           Christopher Desrosiers,
               Director                     Director

                             SEE ACCOMPANYING NOTES

                                       F4
<PAGE>

                              IQUEST NETWORKS INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               for the years ended January 31, 2003, 2002 and 2001
   and February 1, 1997 (Date of Inception of Development Stage) to January 31,
                                      2003
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>

                                                                                                  February 1, 1997
                                                                                                   (Date of Incep-
                                                                                    (Restated     tion of Develop-
                                                                                    - Note 14)     ment Stage) to
                                                                Years ended January 31,              January 31,
                                                   2003                 2002           2001             2003
                                         -------------------------  -------------  ------------  ------------------
<S>                                      <C>                        <C>            <C>           <C>
General and Administrative Expenses
    Amortization of capital assets. . .  $                  2,032   $      2,742   $     1,227   $           9,826
    Automobile expenses . . . . . . . .                         -              -             -               1,672
    Consulting fees - Note 9. . . . . .                    20,400         20,946        31,800             285,952
    Filing fees . . . . . . . . . . . .                     6,902         13,426         2,095              25,805
    Insurance . . . . . . . . . . . . .                         -              -             -               1,318
    Management fees - Note 9. . . . . .                         -              -             -              87,486
    Office and general - Note 9 . . . .                     7,751         41,318         8,591             135,438
    Printing. . . . . . . . . . . . . .                         -          2,602         2,557               6,989
    Professional fees - Note 9. . . . .                    23,398         52,283        45,890             184,076
    Product marketing . . . . . . . . .                     9,489         36,826             -              46,315
    Rent. . . . . . . . . . . . . . . .                    12,272         15,749         9,262              79,523
    Telephone . . . . . . . . . . . . .                     4,011          6,982           374              42,922
    Transfer agent fees . . . . . . . .                     2,624          2,758         3,805              18,451
    Travel and entertainment. . . . . .                         -              -             -              43,802
    Website maintenance . . . . . . . .                     1,995         23,875        20,806              51,311
                                         -------------------------  -------------  ------------  ------------------

Loss  before non-operating items. . . .                 (  90,874)    (  219,507)   (  126,407)       (  1,020,886)
                                         -------------------------  -------------  ------------  ------------------

Non-operating items
    Gain on settlement of accounts
     payable - Note 9 . . . . . . . . .                         -              -        15,833              15,833
    Equity share of income (loss) from
     investment    - Note 5 . . . . . .                     7,739      (  81,288)    (  40,414)         (  113,963)
    Loss on write-down of investment
     - Note 5 . . . . . . . . . . . . .                (  111,225)             -             -          (  111,225)
    Gain on sale of subsidiary - Note 3                         -              -           200                 200
    Interest income . . . . . . . . . .                       568          2,987            16               3,571
    Severance pay - Note 9. . . . . . .                         -              -             -           (  50,000)
    Loss on disposal of capital assets.                  (  2,918)             -             -            (  4,318)
                                         -------------------------  -------------  ------------  ------------------

                                                       (  105,836)     (  78,301)    (  24,365)         (  259,902)
                                         -------------------------  -------------  ------------  ------------------

Loss from continuing operations . . . .                (  196,710)    (  297,808)   (  150,772)       (  1,280,788)
</TABLE>




                                                                        /Cont'd.


                             SEE ACCOMPANYING NOTES

                                       F5
<PAGE>

                                IQUEST  NETWORKS  INC.     Continued
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               for the years ended January 31, 2003, 2002 and 2001
   and February 1, 1997 (Date of Inception of Development Stage) to January 31,
                                      2003
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>

                                                                                              February 1, 1997
                                                                                               (Date of Incep-
                                                                                (Restated     tion of Develop-
                                                                                - Note 14)     ment Stage) to
                                                         Years ended January 31,                  January 31,
                                               2003                 2002           2001             2003
                                     -------------------------  -------------  ------------  ------------------
<S>                                  <C>                        <C>            <C>           <C>
Loss from discontinued operations
 - Schedule 1 . . . . . . . . . . .                         -              -     (  15,468)         (  546,870)
                                     -------------------------  -------------  ------------  ------------------

Net loss for the year . . . . . . .                (  196,710)    (  297,808)   (  166,240)       (  1,827,658)
Other comprehensive income (loss):
    Foreign currency adjustments. .                     3,535       (  5,878)        8,357           (  19,242)
                                     -------------------------  -------------  ------------  ------------------

Comprehensive loss. . . . . . . . .  $             (  193,175)  $ (  303,686)  $(  157,883)  $    (  1,846,900)
                                     =========================  =============  ============  ==================


Loss per share from continuing
 operations . . . . . . . . . . . .  $                (  0.02)  $    (  0.03)  $   (  0.05)
                                     =========================  =============  ============

Loss per share from discontinued
 operations . . . . . . . . . . . .  $                (  0.00)  $    (  0.00)  $   (  0.00)
                                     =========================  =============  ============

Basic loss per share. . . . . . . .  $                (  0.02)  $    (  0.03)  $   (  0.05)
                                     =========================  =============  ============

Weighted average shares outstanding                10,100,494      9,139,049     3,292,720
                                     =========================  =============  ============

</TABLE>





                             SEE ACCOMPANYING NOTES

                                       F6
<PAGE>

                              IQUEST NETWORKS INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               for the years ended January 31, 2003, 2002 and 2001
   and February 1, 1997 (Date of Inception of Development Stage) to January 31,
                                      2003
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>

                                                                                                       February 1, 1997
                                                                                                        (Date of Incep-
                                                                                         (Restated     tion of Develop-
                                                                                         - Note 14)     ment Stage) to
                                                                    Years ended January 31,                 January 31,
                                                        2003                 2002           2001             2003
                                              -------------------------  -------------  ------------  ------------------
<S>                                           <C>                        <C>            <C>           <C>
Cash flow used in operating activities
   Comprehensive loss for the year from
    continuing operations. . . . . . . . . .  $             (  193,175)  $ (  303,686)  $(  142,415)  $    (  1,300,030)
   Items not involving cash:
     Amortization of capital assets. . . . .                     2,032          2,742         1,227               9,838
     Foreign exchange. . . . . . . . . . . .                  (  2,592)             -             -           (  10,848)
     Loss on disposal of capital assets. . .                     2,918              -             -               4,318
     Gain on settlement of accounts payable.                         -              -     (  15,833)          (  15,833)
     Equity share of loss (income) from
      investment . . . . . . . . . . . . . .                  (  7,739)        81,288        40,414             113,963
     Gain on sale of subsidiary. . . . . . .                         -              -        (  200)             (  200)
     Loss on write-down of investment. . . .                   111,225              -             -             111,225
   Changes in continuing operations non-cash
    working capital balances consist of:
     Accounts receivable . . . . . . . . . .                     2,146       (  2,306)           51           (  25,084)
     Due from related parties. . . . . . . .                         -              -    (  491,952)         (  645,299)
     Prepaid expenses. . . . . . . . . . . .                       898         (  784)       (  913)           (  3,949)
     Accounts payable. . . . . . . . . . . .                  (  5,133)     (  20,640)       14,073              32,358
     Advances to subsidiary. . . . . . . . .                         -              -     (  53,515)          (  81,556)
     Due to related parties. . . . . . . . .                     2,056      (  15,451)    (  22,370)             82,667
                                              -------------------------  -------------  ------------  ------------------

Net cash used in operating activities. . . .                 (  87,364)    (  258,837)   (  671,433)       (  1,728,430)
                                              -------------------------  -------------  ------------  ------------------

Cash flow used in investing
 activities:
     Acquisition of investment . . . . . . .                         -      (  55,708)   (  166,889)         (  488,424)
     Proceeds on disposal of capital assets.                     4,434              -             -               5,210
     Proceeds on sale of subsidiary. . . . .                         -              -           200                 200
     Purchase of capital assets. . . . . . .                         -      (  11,762)     (  2,476)          (  21,064)
     Notes receivable. . . . . . . . . . . .                    42,324      (  33,676)     (  8,648)                  -
                                              -------------------------  -------------  ------------  ------------------

Net cash provided by (used in) investing
 activities. . . . . . . . . . . . . . . . .                    46,758     (  101,146)   (  177,813)         (  504,078)
                                              -------------------------  -------------  ------------  ------------------

Cash flow provided by financing activities:
     Common shares issued for cash . . . . .                         -        328,791       400,811           1,850,989
     Shares subscribed . . . . . . . . . . .                         -              -        16,631                   -
                                              -------------------------  -------------  ------------  ------------------

Net cash provided by financing activities. .                         -        328,791       417,442           1,850,989
                                              -------------------------  -------------  ------------  ------------------

</TABLE>



                                                                        /Cont'd.


                             SEE ACCOMPANYING NOTES

                                       F7
<PAGE>

                               IQUEST  NETWORKS  INC.     Continued
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               for the years ended January 31, 2003, 2002 and 2001
   and February 1, 1997 (Date of Inception of Development Stage) to January 31,
                                      2003
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>

                                                                                                           February 1, 1997
                                                                                                          (Date of Incep-
                                                                                            (Restated     tion of Develop-
                                                                                            - Note 14)     ment Stage) to
                                                                         Years ended January 31,              January 31,
                                                           2003                 2002           2001             2003
                                                 -------------------------  -------------  ------------  ------------------

<S>                                              <C>                        <C>            <C>           <C>
Decrease in cash during the year from
 continuing operations. . . . . . . . . . . . .                 (  40,606)     (  31,192)   (  431,804)         (  381,519)
Cash flows from discontinued operations
 - Note 12. . . . . . . . . . . . . . . . . . .                         -              -       531,402             395,272
                                                 -------------------------  -------------  ------------  ------------------

Net increase (decrease) in cash . . . . . . . .                 (  40,606)     (  31,192)       99,598              13,753

Cash (cash deficiency), beginning of the period                    58,272         89,464     (  10,134)              3,913
                                                 -------------------------  -------------  ------------  ------------------

Cash, end of the period . . . . . . . . . . . .  $                 17,666   $     58,272   $    89,464   $          17,666
                                                 =========================  =============  ============  ==================

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

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

</TABLE>



Non-cash  Transaction  -  Note  13




                             SEE ACCOMPANYING NOTES

                                       F8
<PAGE>

                              IQUEST NETWORKS INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
            for the years ended January 31, 1982 to January 31, 2003
                              (Stated in US Dollars)
                               --------------------
<TABLE>
<CAPTION>

                                                                                     Deficit     Accumulated
                                                                                  Accumulated     Other
                                                              Common              During the    Comprehensive
                                                    Number     Stock             Development    Income (loss)
                                                   of Shares   Price    Amount      Stages        (Note 2)       Total
                                                   ---------  -------  --------  ------------  ---------------  --------
<S>                                                <C>        <C>      <C>       <C>           <C>              <C>
Issued on incorporation 1983. . . . . . . . . . .    197,501  $ 0.121  $ 23,989  $          -  $            -   $ 23,989
Escrow shares issued for resource property 1983 .    750,000    0.008     6,073                                    6,073
Issued for prospectus 1984. . . . . . . . . . . .  1,000,000    0.125   125,000                                  125,000
Issued for private placement 1987 . . . . . . . .    456,250    0.453   206,464                                  206,464
Exercise of share purchase warrants 1987. . . . .    400,000    0.189    75,420                                   75,420
Exercise of share purchase options 1987 . . . . .     95,000    0.347    32,959                                   32,959
Issued for settlement of debt 1987. . . . . . . .    221,610    0.226    50,142                                   50,142
Exercise of share purchase options 1988 . . . . .    113,000    0.406    45,905                                   45,905
Issued for settlement of debt 1988. . . . . . . .    105,503    1.934   204,011                                  204,011
Issued for private placement 1989 . . . . . . . .    100,000    0.211    21,111                                   21,111
Exercise of share purchase options 1989 . . . . .     25,000    0.828    20,689                                   20,689
Issued for settlement of debt 1989. . . . . . . .    246,369    0.422   104,023                                  104,023
Exercise of share purchase warrants 1990. . . . .    100,000    0.386    38,560                                   38,560
Issued for private placement 1990 . . . . . . . .     20,000    0.428     8,569                                    8,569
Exercise of share purchase options 1990 . . . . .    191,305    0.840   160,650                                  160,650
Issued for settlement of debt 1990. . . . . . . .    131,294    1.371   180,009                                  180,009
Issued for private placement 1991 . . . . . . . .    625,000    0.454   283,645                                  283,645
Exercise of share purchase options 1991 . . . . .    488,586    0.244   119,396                                  119,396
Issued for settlement of debt 1991. . . . . . . .    206,932    0.873   180,600                                  180,600
Exercise of share purchase options 1992 . . . . .  1,230,000    0.041    50,898                                   50,898
Exercise of share purchase options 1993 . . . . .    800,000    0.039    31,013                                   31,013
Issued for private placement 1993 . . . . . . . .  2,000,000    0.039    77,531                                   77,531
Issued for settlement of debt 1993. . . . . . . .    981,310    0.078    76,082                                   76,082
Exercise of share purchase options 1994 . . . . .    970,000    0.039    37,603                                   37,603
Issued for private placement 1994 . . . . . . . .  2,000,000    0.073   146,424                                  146,424
Exercise of share purchase warrants 1994. . . . .  2,000,000    0.073   146,424                                  146,424
Issued for acquisition of subsidiary company 1994  4,500,000    0.037   164,727                                  164,727
Issued for settlement of debt 1994. . . . . . . .    995,033    0.073    72,848                                   72,848
</TABLE>

                                                                        /Cont'd.


                             SEE ACCOMPANYING NOTES


                                       F9
<PAGE>

                             IQUEST  NETWORKS  INC.     Continued
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
            for the years ended January 31, 1982 to January 31, 2003
                              (Stated in US Dollars)
                               --------------------

<TABLE>
<CAPTION>

                                                                                      Deficit     Accumulated
                                                                                    Accumulated     Other
                                                               Common              During the    Comprehensive
                                                    Number     Stock               Development   Income (loss)
                                                  of Shares    Price    Amount       Stages         (Note 2)         Total
                                                 ------------  ------  ---------  -------------  --------------  -------------
<S>                                              <C>           <C>     <C>        <C>            <C>             <C>
Issued for private placement 1995 . . . . . . .    1,000,000    0.073     72,854                                       72,854
Issued for private placement 1995 . . . . . . .    6,000,000    0.036    218,563                                      218,563
Exercise of share purchase warrants 1995. . . .      500,000    0.036     18,214                                       18,214
Exercise of share purchase warrants 1995. . . .      400,000    0.073     29,142                                       29,142
Share consolidation - 1 share for 5 shares 1995  (23,079,754)
Exercise of share purchase warrants 1995. . . .       15,000    0.364      5,464                                        5,464
Exercise of share purchase warrants 1995. . . .       40,000    0.182      7,285                                        7,285
Issued for private placement 1996 . . . . . . .      525,000    0.181     95,014                                       95,014
Exercise of share purchase warrants 1996. . . .      150,000    0.226     33,934                                       33,934
Exercise of share purchase warrants 1996. . . .      105,000    0.452     47,507                                       47,507
Exercise of share purchase warrants 1997. . . .      525,000    0.181     94,806                                       94,806
Exercise of share purchase options 1997 . . . .      660,000    0.072     47,674                                       47,674
Net loss from inception to January 31, 1997                                       (  3,350,470)              -   (  3,350,470)
Other comprehensive income from inception to
 January 31, 1997                                                                                            3              3
                                                                        ---------  ------------- --------------  -------------

Balance January 31, 1997. . . . . . . . . . . .    7,789,939           3,361,222  (  3,350,470)              3         10,755
Issued for cash:
    Private placement . . . . . . . . . . . . .    2,000,000    0.144    287,294                             -        287,294
    Share purchase options. . . . . . . . . . .      385,000    0.180     69,130                             -         69,130
Share subdivision - 2 shares for 1 share. . . .   10,174,939                                                 -
Issued for cash:
    Private placement . . . . . . . . . . . . .    2,500,000    0.072    179,559                             -        179,559
Net loss for year                                                                   (  574,492)              -     (  574,492)
Other comprehensive loss for the year . . . . .            -                   -             -       (  12,347)     (  12,347)
                                                 ------------          ---------  -------------  --------------  -------------

</TABLE>

                                                                        /Cont'd.

                             SEE ACCOMPANYING NOTES


                                      F10
<PAGE>

                                IQUEST  NETWORKS  INC.     Continued
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
            for the years ended January 31, 1982 to January 31, 2003
                              (Stated in US Dollars)
                               --------------------

<TABLE>
<CAPTION>

                                                                                 Deficit       Accumulated
                                                                                Accumulated     Other
                                                           Common                During the     Comprehensive
                                                Number     Stock                Development     Income (loss)
                                              of Shares    Price     Amount        Stages         (Note 2)         Total
                                             ------------  ------  ----------  --------------  ---------------  ------------
<S>                                          <C>           <C>     <C>         <C>             <C>              <C>
Balance January 31, 1998. . . . . . . . . .   22,849,878            3,897,205   (  3,924,962)       (  12,344)    (  40,101)
Issued for cash:
    Share purchase warrants . . . . . . . .    3,950,000    0.077     304,866                               -       304,866
    Share purchase warrants . . . . . . . .    1,000,000    0.067      67,114                               -        67,114
    Share purchase options. . . . . . . . .      910,000    0.084      76,342                               -        76,342

Net loss for year                                                                 (  491,105)               -    (  491,105)
Other comprehensive loss for the year . . .            -                    -              -        (  15,396)    (  15,396)
                                             ------------          ----------  --------------  ---------------  ------------

Balance January 31, 1999. . . . . . . . . .   28,709,878            4,345,527   (  4,416,067)       (  27,740)    (  98,280)
Issued for cash
    Share purchase warrants . . . . . . . .    1,550,000    0.077     120,451              -                        120,451
Share consolidation - 1 share for 10 shares  (27,233,890)                   -              -                              -
Net loss for the year . . . . . . . . . . .            -                    -     (  101,300)               -    (  101,300)
Other comprehensive income for the year . .            -                    -              -            2,484         2,484
                                             ------------          ----------  --------------  ---------------  ------------

Balance, January 31, 2000 . . . . . . . . .    3,025,988            4,465,978   (  4,517,367)       (  25,256)    (  76,645)
Share consolidation - 1 share for 2 shares.   (1,512,994)                   -              -                -             -
Issued for cash:
    Private placement . . . . . . . . . . .    6,000,000    0.069     399,148              -                -       399,148
    Share purchase warrants . . . . . . . .       25,000    0.069       1,663              -                -         1,663
Net loss for the year . . . . . . . . . . .            -                    -     (  166,240)               -    (  166,240)
Other comprehensive income for the year . .            -                    -              -            8,357         8,357
                                             ------------          ----------  --------------  ---------------  ------------

Balance, January 31, 2001, as restated. . .    7,537,994           $4,866,789  $(  4,683,607)  $    (  16,899)  $   166,283
                                             ============          ==========  ==============  ===============  ============

</TABLE>


                                                                        /Cont'd.



                             SEE ACCOMPANYING NOTES


                                      F11
<PAGE>

                              IQUEST  NETWORKS  INC.     Continued
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
            for the years ended January 31, 1982 to January 31, 2003
                              (Stated in US Dollars)
                               --------------------

<TABLE>
<CAPTION>


                                                                                         Deficit     Accumulated
                                                                                      Accumulated     Other
                                                                 Common                During the     Comprehensive
                                                      Number     Stock                Development     Income (loss)
                                                     of Shares   Price     Amount        Stages         (Note 2)         Total
                                                    -----------  ------  ----------  --------------  ---------------  ------------
<S>                                                 <C>          <C>     <C>         <C>             <C>              <C>
Balance, January 31, 2001 (forward), as previously
 reported. . . . . . . . . . . . . . . . . . . . .   7,537,994           $4,866,789  $(  4,666,549)  $    (  16,899)  $   183,341
Adjustment of prior year's figures - Note 14 . . .           -                    -      (  17,058)               -     (  17,058)
                                                    -----------          ----------  --------------  ---------------  ------------

Balance January 31, 2001, as restated. . . . . . .   7,537,994            4,866,789   (  4,683,607)       (  16,899)      166,283
Issued for cash:
    Private placement. . . . . . . . . . . . . . .   1,000,000     0.25     247,316              -                -       247,316
    Share purchase warrants. . . . . . . . . . . .   1,570,000    0.062      98,106              -                -        98,106
    Escrow cancellation. . . . . . . . . . . . . .    (  7,500)                   -              -                -             -
Net loss for the year. . . . . . . . . . . . . . .           -                    -     (  297,808)               -    (  297,808)
Other comprehensive loss for the year. . . . . . .           -                    -              -         (  5,878)     (  5,878)
                                                    -----------          ----------  --------------  ---------------  ------------

Balance January 31, 2002 . . . . . . . . . . . . .  10,100,494            5,212,211   (  4,981,415)       (  22,777)      208,019
Net loss for the year. . . . . . . . . . . . . . .           -                    -     (  196,710)               -    (  196,710)
Other comprehensive income for the year. . . . . .           -                    -              -            3,535         3,535
                                                    -----------          ----------  --------------  ---------------  ------------

Balance, January 31, 2003. . . . . . . . . . . . .  10,100,494           $5,212,211  $(  5,178,125)  $    (  19,242)  $    14,844
                                                    ===========          ==========  ==============  ===============  ============

</TABLE>





                             SEE ACCOMPANYING NOTES

                                      F12
<PAGE>

                                 IQUEST  NETWORKS  INC.     Schedule  I
          CONSOLIDATED STATEMENTS OF LOSS FROM DISCONTINUED OPERATIONS
                for the years ended January 31, 2003, 2002, 2001
                   and February 1, 1997 (Date of Inception of
                     Development Stage) to January 31, 2003
   ----------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                     February 1, 1997
                                                                       Date of Incep
                                                                     tion of Develop-
                                                                      ment Stage) to
                                                                       January 31,
                                         2003   2002      2001             2003
                                         -----  -----  -----------  ------------------
<S>                                      <C>    <C>    <C>          <C>
Operating Expenses
    Advertising and promotion . . . . .  $   -  $   -  $        -   $           2,000
    Amortization. . . . . . . . . . . .      -      -           -                 354
    Automobile expenses . . . . . . . .      -      -           -              14,563
    Consulting. . . . . . . . . . . . .      -      -           -              69,558
    Filing fees . . . . . . . . . . . .      -      -           -                  25
    Office expenses . . . . . . . . . .      -      -           -              46,797
    Professional fees . . . . . . . . .      -      -           -              24,367
    Rent. . . . . . . . . . . . . . . .      -      -           -               9,383
    Telephone . . . . . . . . . . . . .      -      -           -              28,412
    Travel. . . . . . . . . . . . . . .      -      -           -              65,249
    Web Site costs. . . . . . . . . . .      -      -           -               4,867
                                         -----  -----  -----------  ------------------

Loss before other items . . . . . . . .      -      -           -          (  265,575)
Other items
    Write-off of advances on investment      -      -           -          (  265,827)
    Net investment and advances to
    subsidiary written-off. . . . . . .      -      -   (  15,468)          (  15,468)
                                         -----  -----  -----------  ------------------

Loss from discontinued operations . . .  $   -  $   -  $(  15,468)  $      (  546,870)
                                         =====  =====  ===========  ==================

Loss per share from discontinued
 operations . . . . . . . . . . . . . .  $0.00  $0.00  $  (  0.00)
                                         =====  =====  ===========

</TABLE>






                             SEE ACCOMPANYING NOTES

                                      F13
<PAGE>

                              IQUEST NETWORKS INC.
                          (A Development Stage Company)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                            January 31, 2003 and 2002
                            (Stated in U.S. Dollars)
                             ----------------------


Note  1   Nature  and  Continuance  of  Operations
          ----------------------------------------

          IQuest  Networks Inc. is a public company in the development stage and
          is  listed  on  the TSX Venture Exchange. The Company is continuing to
          develop  its  Jackalope  Audio  Website  to allow music enthusiasts to
          access  and  listen  to  shared  music  files  from their peers over a
          secure,  streaming  audio  network that prevents downloading of files.

          IQuest Networks Inc.'s corporate jurisdiction is the State of Wyoming,
          and  it  is  extra-provincially  registered  in  British  Columbia and
          Alberta,  Canada.  The  Company  was incorporated in British Columbia,
          Canada  on May 26, 1981 as Force Energy Ltd. On September 10, 1981 the
          Company  changed  its name to Force Resources Ltd. On December 1, 1994
          the  Company  changed  its  name  to  Force  Technologies  Inc.  and
          consolidated  its  common  shares  on a five old for one new basis. On
          October 1, 1997 the Company changed its name to Glassmaster Industries
          Inc.  and  forward  split  its  common shares on a one old for two new
          basis.  On  April  24,  1998  the  Company  continued  its  corporate
          jurisdiction  into  the state of Wyoming, United States of America. On
          January  19,  2000,  the Company changed its name to Interlink Systems
          Inc.  and  consolidated  its  common  shares  on a ten old for one new
          basis.  On  August  14,  2000,  the Company changed its name to iQuest
          Networks  Inc. and consolidated its common shares on a two old for one
          new  basis.  On  October  9,  1997  the  Company  incorporated  its
          wholly-owned subsidiary Glassmaster Industries Inc. ("Glassmaster") in
          the  State  of  Nevada, United States of America. On January 15, 2001,
          the  Company sold 100% of its interest in Glassmaster (See Note 3). On
          March  1,  2001,  the  Company incorporated a wholly-owned subsidiary,
          Jackalope  Audio  Inc,  under  the  Yukon  Business  Corporations Act.

          These  financial  statements  have  been  prepared  on a going concern
          basis.  The  Company  has  accumulated  losses  during the development
          stages  of  $5,197,367  since  inception. Its ability to continue as a
          going concern is dependent upon the ability of the Company to generate
          profitable  operations  in  the  future and/or to obtain the necessary
          financing  to  meet  its obligations and repay its liabilities arising
          from  normal  business  operations  when they come due. The outcome of
          these  matters  cannot be predicted, with any certainty, at this time.
          The  Company has historically satisfied its capital needs primarily be
          issuing equity securities. Management plans to continue to provide for
          its  capital  needs during the year ended January 31, 2004 by entering
          into  licensing  agreements  with  companies that have secured digital
          distribution  rights and by issuing equity securities. These financial
          statements  do  not  include  any  adjustments  to  the  amounts  and
          classification  of assets and liabilities that may be necessary should
          the  Company  be  unable  to  continue  as  a  going  concern.

Note  2   Summary  of  Significant  Accounting  Principles
          ------------------------------------------------

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance with accounting principles generally accepted in the United
          States  of  America.  Except  as disclosed in Note 15, these financial
          statements  conform in all respects with generally accepted accounting
          principles in Canada ("GAAP"). Because a precise determination of many
          assets  and  liabilities  is  dependent  upon  future  events,  the
          preparation  of financial statements for a period necessarily involved
          the  use  of  estimates  which have been made using careful judgement.
          Actual  results  may  differ  from  these  estimates.

          The  financial statements, in management's opinion, have been properly
          prepared  within  reasonable  limits  of  materiality  and  within the
          framework  of  the  significant  accounting policies summarized below:

                                      F14
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------

Note  2   Summary  of  Significant  Accounting  Principles  -  (cont'd)
          ------------------------------------------------

          Development  Stage  Company
          ---------------------------

          The  Company is a development stage company as defined in Statement of
          Financial  Accounting  Standards  No.  7. For the purpose of providing
          cumulative  amounts  for  the statements of operations and cash flows,
          these  amounts consider only those losses for the period from February
          1,  1997  to  January  31,  2003,  the period in which the Company has
          undertaken  a  new  development  stage  activity.

          Principles  of  Consolidation
          -----------------------------

          The  financial  statements include the accounts of the Company and its
          wholly-owned  subsidiary,  Jackalope  Audio  Inc.  All  significant
          intercompany  transactions  and  balances  have  been  eliminated  on
          consolidation.

          Cash  and  Cash  Equivalents
          ----------------------------

          The  Company  considers  all  cash and other highly liquid investments
          with  initial  maturities  of  three  months  or  less  to  be  cash
          equivalents.

          Capital  Assets  and  Amortization
          ----------------------------------

          Office  equipment  is  recorded  at  cost.  The  Company  provides for
          amortization using the declining balance method at the rate of 20% per
          annum.

          Investment
          ----------

          The  Company's  46  2/3%  investment  in  iNoize.com  Software  Ltd.
          ("iNoize") (Note 5), is accounted for by the equity method. Under this
          method,  the investment is initially recorded at cost and is increased
          for  the  proportionate  share of any post acquisition earnings and is
          decreased  by  any post acquisition losses and dividends received. The
          excess of the cost of equity investment over the underlying book value
          at  the  date  of  acquisition  is amortized over the estimated useful
          lives  of  the  underlying assets to which it is attributed. A loss in
          value  of  an investment which is other than a temporary decline would
          be  recognized the same as a loss in value of other long-lived assets.
          Evidence  of  a loss in value might include, but would not necessarily
          be limited to, absence of an ability to recover the carrying amount of
          the  investment  or  inability  of the investee to sustain an earnings
          capacity  which  would  justify the carrying amount of the investment.

          Impairment  of  Long-lived  Assets
          ----------------------------------

          The  Company  reports  the impairment of long-lived assets and certain
          intangibles  in  accordance  with  Statement  of  Financial Accounting
          Standards No. 121, "Accounting for Impairment of long-lived assets and
          for  long-lived  assets  to be disposed of". Certain long-lived assets
          and  identifiable  intangibles  held  by  the Company are reviewed for
          impairment  whenever  events  or changes in circumstances indicate the
          carrying  amount  of an asset may not be recoverable. Accordingly, the
          impairment  loss  is  recognised  in  the  period  it  is  determined.

                                      F15
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  2   Summary  of  Significant  Accounting  Principles  -  (cont.d)
          ------------------------------------------------

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

          The  functional currency of the Company is Canadian dollars, which has
          been translated into US dollars, the reporting currency, in accordance
          with  Statement  of  Financial  Accounting  Standards  No. 52 "Foreign
          Currency  Translation"."  Assets and liabilities are translated at the
          exchange  rate  at the balance sheet date and revenue and expenses are
          translated  at  the  exchange  rate  at  the  date  those elements are
          recognized.  Any translation adjustments resulting are not included in
          determining net income but are included in other comprehensive income.
          The  exchange rate in effect at the balance sheet date, is the rate of
          CDN$1.5395  for  US$1 and the average rate for the year was CDN$1.5652
          for  US$1.

          Revenue  Recognition
          --------------------

          Revenue  from advertising and e-commerce links will be recognized when
          it  is  earned,  upon  receipt  of  a  non-cancellable  contract  and
          collectibility  is  reasonably assured. Revenue recognition from these
          sales  are  net  of  applicable  provisions for refunds, discounts and
          allowances.  Revenues  from subscriptions to affiliates' websites will
          be  recorded  in  the  same  manner  as  revenue  from advertising and
          e-commerce  links,  net  of  an  allowance  for  estimated  terminated
          subscriptions.

          Website  Maintenance
          --------------------

          Website  maintenance  costs  are  expensed  as  incurred.

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

          The  Company  uses the liability method of accounting for income taxes
          pursuant  to  Statement  of  Financial  Accounting  Standards  No. 109
          "Accounting  for  Income  Taxes".

          Basic  Loss  per  Share
          -----------------------

          The  Company reports basic loss per share in accordance with Statement
          of Financial Accounting Standards No. 128, "Earnings per Share". Basic
          loss per share is computed using the weighted average number of common
          shares outstanding during the years less shares subject to repurchase.
          Diluted  loss  per  share  has  not  been  provided  as  it  would  be
          antidilutive.  These  figures  have been calculated giving retroactive
          effect  for  all  forward  and  reverse  stock  splits.

          Fair  Market  Value  of  Financial  Instruments
          -----------------------------------------------

          The  carrying value of cash, accounts receivable, accounts payable and
          due  to  related  parties  approximate fair value because of the short
          maturity  of  those  instruments.  Unless  otherwise  noted,  it  is
          management's  opinion  that  the Company is not exposed to significant
          interest,  currency  or  credit  risks  arising  from  these financial
          instruments.

          Comprehensive  Loss
          -------------------

          Statement  of  Financial  Accounting  Standards  No.  130  "Reporting
          Comprehensive  Income",  was adopted during the year ended January 31,
          2001.  The  standard  establishes  guidelines  for  the  reporting and
          display  of  comprehensive  income  and  its  components  in financial
          statements.  Comprehensive  loss includes foreign currency translation
          adjustments.  Upon adoption, all years presented were restated to show
          the  reclassification  of  other  comprehensive  income from net loss.

                                      F16
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  2   Summary  of  Significant  Accounting  Principles  -  (cont.d)
          ------------------------------------------------

          New  Accounting  Standards
          --------------------------

          Management  does  not  believe  that  any recently issued, but not yet
          effective  accounting  standards  if  currently  adopted  could have a
          material  effect  on  the  accompanying  financial  statements.

Note  3   Discontinued  Operations
          ------------------------

          By a share purchase agreement dated January 15, 2001, the Company sold
          its wholly-owned subsidiary, Glassmaster for $200. The loss related to
          this  subsidiary  has been reclassified for the year ended January 31,
          2001  as  loss  from  discontinued  operations.

Note  4   Capital  Assets
          ---------------

<TABLE>
<CAPTION>

                                  2003               2002
                                  ----               ----
                           Accumulated
                   Cost    Amortization    Net      Net
                  -------  -------------  ------  -------
<S>               <C>      <C>            <C>     <C>
Office equipment  $12,606  $       5,774  $6,832  $16,216
                  =======  =============  ======  =======

</TABLE>

Note  5   Investment
          ----------

          By  an  agreement  dated  September  28,  2000,  the  Company acquired
          2,500,000  common  shares  (33  1/3%)  of  iNoize  by  the  payment of
          $166,889.  iNoize  is  an unrelated third party. By an agreement dated
          May  25,  2001,  the  Company  acquired an additional 1,875,000 common
          shares  (13  1/3%)  of  iNoize  for  $66,665. At January 31, 2003, the
          Company  owns  a  total  of  4,375,000  common  shares  of  iNoize,
          representing  46  2/3% of the issued and outstanding shares of iNoize.

          iNoize  is developing various software applications to enable locating
          and  sharing of personal music collections by broadband streaming over
          the  internet.

          The  difference  between  the amount of the cost of the investment and
          the  amount  of  underlying  equity  in  net assets at the time of the
          acquisitions as noted above, is $267,418. This amount was amortized on
          the  straight-line  basis  over  three  years. The investment has been
          written-down  to  $1  because  there  is  an  absence of an ability to
          recover  the  carrying  amount  of the investment and the inability of
          iNoize  to  sustain  an  earnings  capacity  which  would  justify the
          carrying  amount  of  the  investment.

<TABLE>
<CAPTION>

                                                           (Restated
                                                           -Note 14)
                                   2003         2002         2001
                               ------------  -----------  -----------
<S>                            <C>           <C>          <C>
Opening balance . . . . . . .  $   100,895   $  126,475   $        -
Acquisition cost. . . . . . .            -       55,708      166,889
Equity share of income (loss)        7,739    (  81,288)   (  40,414)
Write-down of investment. . .   (  111,225)           -            -
Foreign exchange. . . . . . .        2,592            -            -
                               ------------  -----------  -----------

Net carrying amount . . . . .  $         1   $  100,895   $  126,475
                               ============  ===========  ===========
</TABLE>

                                      F17
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  5   Investment  -  (cont'd)
          ----------

          Summarized  financial  information  for this investment at January 31,
          2003  and  2002  and  for  the  year  then  ended  is  as  follows:
<TABLE>
<CAPTION>

                                                            2003         2002
                                                         -----------  -----------
<S>                                                      <C>          <C>
Current assets. . . . . . . . . . . . . . . . . . . . .  $    1,427   $   44,813
Capital assets. . . . . . . . . . . . . . . . . . . . .       7,432       10,417
                                                         -----------  -----------

Total assets. . . . . . . . . . . . . . . . . . . . . .  $    8,859   $   55,230
                                                         ===========  ===========

Current liabilities . . . . . . . . . . . . . . . . . .  $    7,068   $   69,576
Total shareholders' equity (deficiency) . . . . . . . .       1,791      (14,346)
                                                         -----------  -----------

Total liabilities and shareholders' equity (deficiency)  $    8,859   $   55,230
                                                         ===========  ===========


Net sales . . . . . . . . . . . . . . . . . . . . . . .  $        -   $    6,972
SR & ED expense recovery. . . . . . . . . . . . . . . .      28,900       52,194
General and administrative expenses . . . . . . . . . .   (  21,303)   (  96,520)
                                                         -----------  -----------

Net income (loss) for the year. . . . . . . . . . . . .  $    7,597   $(  37,354)
                                                         ===========  ===========

</TABLE>

Note  6   Notes  Receivable
          -----------------

          Promissory  notes in the amount of $Nil (2002: $42,324) are unsecured,
          bear  interest  at  prime  plus  2% per annum and are due on or before
          April  30,  2002  (paid). These promissory notes were due from iNoize.
          iNoize  is  a related party by virtue of the Company's equity interest
          held  (Note  5).

Note  7   License  Agreement
          ------------------

          By  a  license  agreement dated November 15, 2000 and amended June 30,
          2001,  iNoize  granted  the  Company  a  non-exclusive,  world-wide
          intellectual  property license of the iNoize Technology ("Technology")
          to copy and use the Technology and to sublicense the Technology for an
          unlimited  period.  In  addition,  iNoize agreed to provide management
          services  to the Company for an unlimited period. In consideration for
          the license and management services, the Company will pay royalties to
          iNoize  of  CDN$0.02  for  each  participating end-user, for the first
          500,000  end  users,  and  CDN$0.05  for  each  participating end-user
          thereafter.  The royalties will commence on the latter of the date the
          Company  procures  250,000  user's on the Jackalope website or October
          31,  2002  and  are  calculated  as  follows:

          a)   for  the first 500,000 participating ending users ("Users") $0.02
               per  User;  and

          b)   for  all  Users  over  500,000,  $0.05  per  User.

          As  at  January  31,  2003,  there  are  no  royalties  payable.

                                      F18
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  8   Capital  Stock
          --------------

          Authorized:
          -----------

          100,000,000  common  shares  without  par  value

          Escrow:
          -------

          During  the  year  ended  January  31, 2002, the Company cancelled all
          escrow  shares  outstanding.

          Commitments:
          ------------

          Share  Purchase  Warrants

          At  January 31, 2003, the there were 1,000,000 share purchase warrants
          outstanding  entitling  the  holder  thereof  the  right  to  purchase
          1,000,000 common shares at $0.296 (CDN$0.46) per share. These warrants
          expire  on  August  8,  2003.

Note  9   Related  Party  Transactions
          ----------------------------

          The Company has incurred expenses paid to directors, former directors,
          officers,  companies  controlled  by  directors  of  the  Company  and
          companies  with  directors  in  common  with  the  Company as follows:
<TABLE>
<CAPTION>


                                                                     February 1, 1997
                                                                      (Date of Incep-
                                                                     tion of Develop-
                                                                      ment Stage) to
                                       Years ended January 31,          January 31,
                              2003                2002       2001          2003
                    ------------------------  ------------  -------  -----------------
<S>                 <C>                       <C>           <C>      <C>
Consulting fees. .  $                 20,400  $     20,400  $31,800  $         275,334
Management fees. .                         -             -        -             87,486
Office and general                         -             -        -              5,387
Professional fees.                     3,814         7,153    3,658             34,507
Severance pay. . .                         -             -        -             50,000
                    ------------------------  ------------  -------  -----------------

                    $                 24,214  $     27,553  $35,458  $         452,714
                    ========================  ============  =======  =================

</TABLE>

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

          Included  in  accounts  payable  at  January 31, 2003 is $5,189 (2002:
          $Nil) with respect to fees and expenses due to directors and companies
          controlled  by  directors  of  the  Company.

          Due  to  related  parties  consist  of advances from a director of the
          Company. These amounts are unsecured, non-interest bearing and have no
          specific  terms  for  repayment.

          As a result of the sale of Glassmaster Industries Inc. (Note 3) during
          the  year  ended  January 31, 2001, the Company settled total accounts
          payable  of  $15,833  due to a company with common directors ($13,044)
          and  to  a  former  director  of  the  Company  ($2,799).

                                      F19
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  10   Deferred  Tax  Assets
           ---------------------

          The  Financial  Accounting Standards Board issued Statement Number 109
          in  Accounting  for  Income  Taxes  ("FAS 109") which is effective for
          fiscal  years  beginning after December 15, 1992. FAS 109 requires the
          use  of  the asset and liability method of accounting of income taxes.
          Under  the assets and liability method of FAS 109, deferred tax assets
          and  liabilities  are  recognized  for  the  future  tax  consequences
          attributable to temporary differences between the financial statements
          carrying  amounts  of  existing  assets  and  liabilities  and  loss
          carryforwards  and their respective tax bases. Deferred tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable  income  in the years in which those temporary differences are
          expected  to  be  recovered  or  settled.

          The  following  table  summarizes  the  significant  components of the
          Company's  deferred  tax  assets:
<TABLE>
<CAPTION>


                                               Total
                                            ------------
<S>                                         <C>
Deferred Tax Assets
     Net operating loss carryforward . . .  $   366,879
                                            ============

Gross deferred tax assets. . . . . . . . .  $   366,879
Valuation allowance for deferred tax asset   (  366,879)
                                            ------------

                                            $         -
                                            ============

</TABLE>

          The  amount taken into income as deferred tax assets must reflect that
          portion  of  the  income  tax loss carryforwards which is likely to be
          realized  from future operations. The Company has chosen to provide an
          allowance of 100% against all available income tax loss carryforwards,
          regardless  of  their  time  of  expiry,  due to sustained losses from
          operations.  Management  believes that it is more likely than not that
          the  carryforwards  will  expire  and will not be realized from future
          operations.

Note  11   Income  Taxes
           -------------

          No  provision  for  income  taxes has been provided in these financial
          statements  due  to the net loss. At January 31, 2003, the Company has
          net  operating  loss  carryforwards,  which expire commencing in 2019,
          totalling  approximately $1,079,057 the potential tax benefit of which
          has  not  been  recorded  in  the  financial  statements.

                                      F20
<PAGE>


IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  4
 -----------------------


Note  12   Statement  of  Cash  Flows
           --------------------------

          Cash  flows  from  discontinued  operations  consist  of:
<TABLE>
<CAPTION>


                                                                February 1, 1997
                                                                (Date of Incep-
                                                                tion of Develop
                                                                 ment Stage) to
                                                                  January 31,
                                    2003   2002      2001             2003
                                    -----  -----  -----------  ------------------
<S>                                 <C>    <C>    <C>          <C>
Loss from discontinued
 operations. . . . . . . . . . . .  $   -  $   -  $(  15,468)  $      (  546,870)
Item not involving cash:
    Write-down on investment . . .      -      -           -             265,827
    Advances to subsidiary written
     -off. . . . . . . . . . . . .      -      -     546,870             546,870
                                    -----  -----  -----------  ------------------

                                        -      -     531,402             265,827
Changes in discontinued operations
 non-cash working capital balances
 consist of:
    Amortization . . . . . . . . .      -      -           -                 342
    Accounts receivable. . . . . .      -      -           -              25,000
    Prepaid expenses . . . . . . .      -      -           -               3,150
    Accounts payable . . . . . . .      -      -           -            (  9,682)
    Due to related parties . . . .      -      -           -              92,340
    Due from related parties . . .      -      -           -            (  9,955)
    Advances to subsidiary . . . .      -      -           -              28,250
                                    -----  -----  -----------  ------------------

                                    $   -  $   -  $  531,402   $         395,272
                                    =====  =====  ===========  ==================

</TABLE>

Note  13   Non-cash  Transaction
           ---------------------

          Investing and financing activities that do not have a direct impact on
          current  cash  flows  are  excluded  from the statement of cash flows.
          During  the  year  ended  January 31, 2002, the Company issued 250,000
          common  shares  pursuant to the exercise of share purchase warrants at
          $0.062  (CDN$0.10),  for  subscriptions of $16,631 paid for during the
          year  ended  January 31, 2001. This transaction has been excluded from
          the  statement  of  cash  flows.

Note  14   Accounting  Changes
           -------------------

          The  January  31,  2001  figures  have  been restated to recognize the
          amortization  of  goodwill in the Company's equity interest in iNoize,
          totalling  $17,058,  commencing  on the date of acquisition, September
          28,  2000.  The  effect  of  this  correction has been to increase the
          deficit  by  $17,058, decrease the investment in iNoize by $17,058 and
          increase  the  equity  share  of  the loss from investment by $17,058.

                                      F21
<PAGE>

IQuest  Networks  Inc.
(A  Development  Stage  Company)
Notes  to  the  Consolidated  Financial  Statements
January  31,  2003  and  2002
(Stated  in  US  Dollars)  -  Page  11
 -----------------------


Note 15   Differences Between Canadian and United States Accounting Principles
          --------------------------------------------------------------------

          These  financial  statements  have  been  prepared  in accordance with
          accounting  principles  generally  accepted  in  The  United States of
          America  which  differ  in  certain respects with those principles and
          practices  that  the  Company  would  have  followed had its financial
          statements  been prepared in accordance with accounting principles and
          practices  generally  accepted  in  Canada.

          The  Company's  accounting principles generally accepted in the United
          States  differ from accounting principles generally accepted in Canada
          as  follows:

          a)   Deficit

               Under  US  GAAP, guidelines are established for the reporting and
               display  of  comprehensive income and its components in financial
               statements.  Comprehensive  loss  includes  foreign  currency
               translation  adjustments.  Under  Canadian  GAAP,  there  is  no
               difference  in  the  presentation  of  comprehensive  income.

          The  impact  of  the  above on the financial statements is as follows:
<TABLE>
<CAPTION>

                                                                                          (Restated
                                                                                          - Note 14)
                                                                     Years ended January 31,
                                                       2003                  2002            2001
                                             -------------------------  --------------  --------------
<S>                                          <C>                        <C>             <C>
Comprehensive loss for the year per US GAAP  $             (  190,663)  $  (  303,686)  $  (  157,883)
                                             -------------------------  --------------  --------------

Net loss for the year per Canadian GAAP . .  $             (  190,663)  $  (  303,686)  $  (  157,883)
                                             =========================  ==============  ==============

Basic loss per share per Canadian GAAP. . .  $                (  0.02)  $     (  0.03)  $     (  0.05)
                                             =========================  ==============  ==============

Weighted average number of shares
 outstanding per  Canadian GAAP . . . . . .                10,100,494       9,139,049       3,292,720
                                             =========================  ==============  ==============


Deficit, end of the year per US GAAP. . . .  $           (  5,178,125)  $(  4,981,415)  $(  4,683,607)
Accumulated other comprehensive loss. . . .                 (  19,242)      (  22,777)      (  16,899)
                                             -------------------------  --------------  --------------

Deficit, end of the year per Canadian GAAP.  $           (  5,197,367)  $(  4,987,134)  $(  4,683,448)
                                             =========================  ==============  ==============

</TABLE>