---

TABLE OF CONTENTS



|          |                                                                                                                                     |  |  |      |  | 
|--------- | ----------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                                                     |  |  | Page
|          |                                                                                                                                     |  |  |     
|PART I.   |                                                                                                                                     |  |  |     
|          | Item     1.     Description of Business                                                                                             |  |  | 3    | 
|          | Item     2.     Description of Property                                                                                             |  |  | 8    | 
|          | Item     3.     Legal Proceedings                                                                                                   |  |  | 8    | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                                                 |  |  | 9    | 
|PART II.  |                                                                                                                                     |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                                                            |  |  | 9    | 
|          | Item     6.     Managements's Discussion and Analysis                                                                               |  |  | 10   | 
|          | Item     7.     Financial Statements                                                                                                |  |  | 14   | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                |  |  | 15   | 
|          | Item     8A.     Controls and Procedures                                                                                            |  |  | 15   | 
|PART III. |                                                                                                                                     |  |  |     
|          | Item     9.     Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. |  |  | 16   | 
|          | Item     10.     Executive Compensation                                                                                             |  |  | 18   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                                                     |  |  | 19   | 
|          | Item     12.     Certain Relationships and Related Transactions                                                                     |  |  | 19   | 
|          | Item     13.     Exhibits, List and Reports on Form 8-K                                                                             |  |  | 20   | 
|          | Item     14.     Principal Accountant Fees and Services                                                                             |  |  | 20   | 
|          | SIGNATURES                                                                                                                          |  |  | 21   | 
|          | EXHIBITS                                                                                                                            |  |  | 22   | 
|          |                                                                                                                                     |  |  |     

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                                                
|----------- | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(a)     | *        | Certificate of Incorporation dated December 5, 1997 (incorporated by reference to the Form 10-SB filed on September 20, 1999).                                                                                                                             
|3(i)(b)     | *        | Amendment to Certificate of Incorporation dated February 28, 1998
                           (incorporated by reference to the Form 10-SB filed on September 20,
                           1999).                                                         
|3(i)(c)     | *        | Amendment to Certificate of Incorporation dated March 15, 1998
                           (incorporated by reference to the Form 10-SB filed on September 20,
                           1999).                                                            
|3(i)(d)     | *        | Amendment to Certificate of Incorporation dated June 3, 2002
                           (incorporated by reference to the Form 10-KSB/A filed on August 8,
                           2002).                                                               
|3(ii)       | *        | Bylaws (incorporated by reference to the Form 10-SB filed on September
                           20, 1999).                                                                                                                                               
|10(i)       | *        | Stock exchange agreement between the Company and ComCam International
                           Inc. dated May 8, 2002 (incorporated by reference to the Form 8-K filed
                           September 18, 2002).                                   
|10(ii)      | *        | Debt settlement agreement between the Company and First Capital Invest Corp. dated March 4, 2003
                           (incorporated by reference to the Form 10-QSB filed August 14, 2003).                                                          
|10(iii)     | *        | Debt settlement agreement between the Company and Shafiq Nazerali dated May 15, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                      
|10(iv)      | *        | Debt settlement agreement between the Company and Shafiq Nazerali dated May 15, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                      
|10(v)       | *        | Debt settlement agreement between the Company and Zmax Capital Corp. dated May 20, 2003(incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                    
|10(vi)      | *        | Debt settlement agreement between the Company and Zmax Capital Corp. dated May 20, 2003 (incorporated by
                           reference to the Form 10-QSB filed August 14, 2003).                                                                   
|14          | Attached | Code of Ethics                                                                                                                                                                                                                                             
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
       Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32          | Attached | Certification of the 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.                                                              

---