U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

      For the fiscal year ended December 31, 2003

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

      For the transition period from ___________ to __________

                        COMMISSION FILE NUMBER: 000-49924

                               DAWN CAPITAL CORP.
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                         88-0513395
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                          c/o Resident Agents of Nevada
                Suite 4-711 S. Carson, Carson City, Nevada 89701
                    (Address of principal executive offices)
                                 (775) 882-4641
                         (Registrant's telephone number)

                        No former address or fiscal year

              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
Par Value

Check mark whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. |X|

The Issuer had no revenues for the fiscal year ended December 31, 2003.

As of December 31, 2003, the Registrant had 4,524,000 shares of common stock
issued and outstanding of which 24,000 were held by non-affiliates of the
Registrant. Because of the absence of an established trading market for the
voting stock, the Registrant is unable to calculate the aggregate market value
of the voting stock held by non-affiliates as of a specified date within the
past 60 days.

Transitional Small Business Disclosure Format (check one) Yes |_| No |X|

<PAGE>

                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 2003

                               DAWN CAPITAL CORP.

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I

Item
Item 1  Description of Business ...........................................    3
Item 2  Description of Property ...........................................    4
Item 3  Legal Proceedings .................................................    4
Item 4  Submission of Matters to a Vote of Security Holders ...............    5

PART II

Item 5  Market for Common Equity and Related Stockholder Matters ..........    5
Item 6  Management's Discussion and Analysis or Plan of Operation .........    6
Item 7  Financial Statements ..............................................    8
Item 8  Changes in and Disagreements With Accountants on Accounting
        and Financial Disclosure ..........................................    8

PART III

Item 9  Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act .................    9
Item 10 Executive Compensation ............................................   10
Item 11 Security Ownership of Certain Beneficial Owners and Management ....   11
Item 12 Certain Relationships and Related Transactions ....................   12
Item 13 Exhibits and Reports on Form 8-K ..................................   12
Item 14 Controls and Procedures ...........................................   12

                           Forward Looking Statements

This report contains forward-looking statements. The forward-looking statements
include all Statements that are not statements of historical fact. The
forward-looking statements are often identifiable by their use of words such as
"may," "expect," "believe," "anticipate" "intend," "could," "estimate," or
"continue," or the negative or other variations of these terms or comparable
terms. Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 6,
"Management's Discussion and Analysis or Plan of Operation" and include
elsewhere in this report.


                                       2
<PAGE>

                                     PART I

Item 1. Description of Business

Company History and Business

Dawn Capital Corp. ("Dawn") was incorporated under the laws of the State of
Nevada on November 21, 2001. Dawn was incorporated with an authorized capital of
100,000,000 shares of common stock with a par value of $0.001.

Dawn was organized for the purpose of creating a corporate vehicle to locate and
acquire an operating business entity which management believes is a suitable
acquisition candidate (a "target company"). Dawn will not restrict its search to
any specific business, industry or geographical location.

Dawn does not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating and analyzing business
combinations will be paid with money in Dawn's treasury or loaned to Dawn by
management.

Although Dawn was under no obligation to do so, it has voluntarily filed a Form
10SB registration statement on July 16, 2002, because it believes that it can
better facilitate its business goals if it is a "reporting issuer" under the
Securities Exchange Act of 1934 (the "Exchange Act"). Dawn intends to proceed as
an electronic filer when filing reports under the Exchange Act and, as a result,
the public will in the future be able to access these reports on the SEC's EDGAR
website which contains reports, proxy and information statements and other
information for reporting issuers. The address of the SEC's website is
www.sec.gov. Annual proxy information sent to shareholders prior to annual
meetings of shareholders will include financial statements for Dawn.

PROPOSED BUSINESS

Dawn will seek to locate and acquire a target company, which, in the opinion of
Dawn's management (sometimes referred to as the "Management") offers long term
growth potential. Dawn will not restrict its search to any specific business,
industry or geographical location. Dawn may seek to acquire a target company
which has just commenced operations, or which works to avail itself of the
benefits of being a "reporting issuer" in order to facilitate capital formation
to expand into new products or markets.

There are certain perceived benefits to being a reporting company with a class
of registered securities. These are commonly thought to include the following:

-     the ability to use registered securities to make acquisitions of assets or
      businesses;

-     increased visibility in the financial community;

-     the facilitation of borrowing from financial institutions;

-     improved trading efficiency;

-     shareholder liquidity;

-     greater ease in subsequently raising capital;

-     compensation of key employees through stock options;

-     enhanced corporate image;

-     a presence in the United States capital market.


                                       3
<PAGE>

A target company, if any, which may be interested in a business combination with
Dawn may include the following:

-     a company for which a primary purpose of becoming public is the use of its
      securities for the acquisition of assets or businesses;

-     a company which is unable to find an underwriter of its securities or is
      unable to find an underwriter of securities on terms acceptable to it;

-     a company which wishes to become public with less dilution of its common
      stock than would occur upon an underwriting;

-     a company which believes that it will be able obtain investment capital on
      more favorable terms after it has become public;

-     a foreign company which may wish an initial entry into the United States
      securities market;

-     a special situation company, such as a company seeking a public market to
      satisfy redemption requirements under a qualified Employee Stock Option
      Plan;

-     a company seeking one or more of the other perceived benefits of becoming
      a public company.

There is no assurance that Dawn will be able to effect an acquisition of a
target company. In addition, at this time, no specifics as to an acquisition or
as to the nature of the target company can be provided.

Item 2. Description of Property

Dawn does not have any physical property.

Item 3. Legal Proceedings

The Company is not a party to any litigation and has no knowledge of any
threatened or pending litigation against it.


                                       4
<PAGE>

Item 4. Submission of Matters To A Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2003.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market for Common Stock

There is no public trading market for our common shares in the United States or
elsewhere at this time.

Holders of Common Stock

On December 31, 2003, there were 24 holders of record of our common stock and
4,524,000 shares outstanding. There are no indirect holdings of registered
shares to outside institutions or stock brokerage firms, and we estimate that
there are no additional beneficial shareholders beyond the 24 registered
shareholders at December 31, 2003.

There are no outstanding options or warrants to purchase, or securities
convertible into Dawn's common stock.

Dividends

Dawn has not declared or paid a cash dividend to stockholders since our
incorporation. The Board of Directors presently intends to retain any earnings
to finance company operations and does not expect to authorize cash dividends in
the foreseeable future. Any payment of cash dividends in the future will depend
upon our earnings, capital requirements and other factors.

Recent Sales of Unregistered Securities

Dawn has sold a total of 4,500,000 shares to its 2 directors and officers in
sales, which, because the directors and officers are not member of the public,
did not involve a public offering. These sales of unregistered securities were
undertaken pursuant to Section 5 of the 1933 Securities Act.

Dawn has sold a total of 24,000 shares to 23 persons resident outside of the
United States under Regulation S. All of the persons who purchased these shares
are residents of Canada and have been advised that:

-     the Articles of Dawn restrict the transfer of their shares;

-     the shares have not been registered under the Securities Act of 1933; and

-     the shares may not be offered or resold in the United States unless
      registered under the 1933 Act and the securities laws of all applicable
      states of the United States or an exemption from such registration
      requirements (such as Regulation S or Rule 144) is available.

All persons who purchased stock represented to Dawn in writing that they were
purchasing the shares for investment only and for their own account and not with
a view to resale or distribution thereof, except in accordance with applicable
securities laws.

All of the certificates representing the 4,524,000 shares of common stock have
been legended with a resale restriction legend indicating that the shares may
not be eligible for resale in the United States unless first registered under
the Securities Act of 1934 or unless an exemption from such registration (such
as Rule 144 or another exemption) is available.


                                       5
<PAGE>

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The following discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto. The discussion of
results, causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.

The statements contained herein, other than historical information, are or may
be deemed to be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended, and involve factors, risks and uncertainties
that may cause the Company's actual results to differ materially from such
statements. These factors, risks and uncertainties, include the relatively short
operating history of the Company; market acceptance and availability of products
and services; the impact of competitive products, services and pricing; possible
delays in the shipment of new products; and the availability of sufficient
financial resources to enable the Company to expand its operations.

Critical Accounting Policies

We believe that the estimates, assumptions and judgments involved in the
accounting policies described below have the greatest potential impact on our
financial statements, so we consider these to be our critical accounting
policies. Because of the uncertainty inherent in these matters, actual results
could differ from the estimates we used in applying the critical accounting
policies. Within the context of these critical accounting policies, we are not
currently aware of any reasonably likely event that would result in materially
different amounts being reported.

Results of Operations

Since incorporation in the state of Nevada on November 21, 2001, the Company has
had no business operations and was organized for the purpose of creating a
corporate vehicle to locate and acquire an operating business entity.

On July 16, 2002 the Company completed a Form 10SB registration with the United
States Securities and Exchange Commission. As such the Company is subject to the
regulations governing reporting issuers in the United States.

For the year ended December 31, 2003 the Company incurred bank charges of $120
(year ended December 31, 2002 - $80).

For the year ended December 31, 2003 the Company had a net loss of $1,118 (year
ended December 31, 2002 - $1,882).


                                       6
<PAGE>

Liquidity and Capital Resources

During the period January 1, 2003 to December 31, 2003 Dawn Capital used $1,118
in cash from operating activities. As at December 31, 2003 Dawn Capital had $722
cash in the bank.

The Company does not currently engage in any business activities that provide
any cash flow. The Company is dependent on raising capital or receiving advances
from related parties in order to meet the costs of identifying, investigating
and analyzing business opportunities and for general corporate needs.

The Company's plan of operations for the next 12 months is to continue to locate
and acquire an operating business entity. To the extent that this search and the
Company's limited ongoing operations create cash requirements, it is anticipated
that the Company's directors and officers will lend required funds to the
Company or purchase additional equity. No product research or development have
been, or are at this time planned to be, undertaken. No purchases or sales of
plant and significant equipment have been, or at this time are planned to be,
undertaken. No employees have been hired and there are no planned hirings at
this time.

New Accounting Pronouncements

In July 2001, SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and
Other Intangible Assets were issued. SFAS 141 requires the use of he purchase
method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 142
addresses financial accounting and reporting for acquired goodwill and other
intangible assets. SFAS 142 requires, among other things, that companies no
longer amortize goodwill, but instead test goodwill for impairment at least
annually. SFAS 142 is required to be applied for fiscal years beginning after
December 15, 2001. Currently, we have not recorded any goodwill and will assess
how the adoption of SFAS 141 and SFAS 142 will impact its financial positions
and results of operations in any future acquisitions.

In August 2001, SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets was issued. The new guidance resolves significant
implementation issues related to SFAS No. 121, but it retains its fundamental
provisions. It also amends Accounting Research Bulletin No. 51, Consolidated
Financial Statements, to eliminate the exception to consolidate a subsidiary for
which control is likely to be temporary. SFAS 144 retains the requirement of
SFAS 121 to recognize an impairment loss only if the carrying amount of a
long-lived asset within the scope of SFAS 144 is not recoverable from its
undiscounted cash flows an exceeds its fair value.

At this time the adoption of SFAS No. 141, 142 and 144 have had no effect on the
Company's financial statements.


                                       7
<PAGE>

Inflation

Management does not believe that inflation had a material adverse affect on the
financial statements for the periods presented.

Item 7. Financial Statements

The audited Consolidated Financial Statements are included in this Form 10-KSB
beginning on page F-1 following the signature page.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

During the Company's two most recent fiscal years and any subsequent interim
period, there were no disagreements with the Company's accountants on any matter
of accounting principle or practices, financial statement disclosure or auditing
scope or procedure. In addition, there were no reportable events as described in
Item 304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the
Company's two most recent fiscal years and the subsequent interim periods.

Item 8A Controls and Procedures

Dawn has established and currently maintains disclosure controls and other
procedures designed to ensure that material information required to be disclosed
in its reports filed under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified by the
Securities and Exchange Commission. In conjunction with the close of each fiscal
quarter, Dawn conducts a review and evaluation of the effectiveness of Dawn's
disclosure controls and procedures. It is the opinion of Dawn's principal
accounting officer and President, based upon an evaluation completed within 90
days prior to the filing of this report, that Dawn's disclosure controls and
procedures are effective and ensure that any material information relating to
Dawn is recorded, processed, summarized and reported to its principal officers
to allow timely decisions regarding required disclosures. There have been no
significant changes in Dawn's internal controls or in other factors that could
significantly affect internal controls subsequent to December 31, 2003.


                                       8
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

The following discussion contains disclosure concerning the directors, officers
and control persons of the Company. There are no persons which have acted as a
promoter, controlling person, or significant employee of the Company other than
as disclosed below.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Name                    Position                                      Ages        Date Elected*1*2
---------------------------------------------------------------------------------------------------
<S>                     <C>                                           <C>         <C>
Gerry Racicot           CEO, President and Director                   53          November 21, 2001
---------------------------------------------------------------------------------------------------
Keith Attoe             CFO, Treasurer, Principal                     53          November 21, 2001
                        Accounting Officer and Director
---------------------------------------------------------------------------------------------------
Anne Racicot            Secretary and Director                        51          November 21, 2001
---------------------------------------------------------------------------------------------------
</TABLE>

1.    Directors, whether appointed at a meeting of stockholders or by the
      remaining directors, are appointed until the next annual meeting of
      stockholders.

2.    The CEO, President and CFO, Treasurer, Principal Accounting Officer and
      Secretary do not have a set term of office. They serve at the pleasure of
      the Directors and can be removed at any time by the Directors under the
      Articles and Bylaws of the Company.

Mr. Gerry Racicot - For the previous 5 years, Mr. Racicot has been President and
CEO of Eiger Technology, Inc., a Canadian company listed on the Toronto Stock
Exchange that operates as a management holding organization. Additionally, Mr.
Racicot is currently serves as President of Newlook Industries Corp., a Canadian
company listed on the TSX-Venture Exchange. Mr. Racicot has had a long career in
business administration and management.

Mr. Keith Attoe - For the previous five years, Mr. Attoe has been Chief
Financial Officer up to December 31, 2003 of Eiger Technology, Inc., a Canadian
company listed on the Toronto Stock Exchange. Mr. Attoe also served as Chief
Financial Officer, from May 17, 2002 to December 31, 2003, of Newlook Industries
Corp., a Canadian company listed on the TSX-Venture Exchange. Mr. Attoe is a
Chartered Accountant, has a Bachelors degree in Business Administration from the
University of New Brunswick, and has an extensive background in public practice
and industry..

Ms. Anne Racicot - Mrs. Racicot was employed for 12 years in human resources
with Cami Automotive Inc. in a human resources capacity. She retired from this
position four years ago. She brings to the Company her human resources
experience as well as experience as a small business person.

The directors and officers of Dawn are not expected, at any time, to devote more
than 50% of their time to the business of Dawn. None has been involved, during
the past five years, in legal proceedings described in Item 401(d) of Regulation
S-B.


                                       9
<PAGE>

Item 10. Executive Compensation

                           Summary Compensation Table

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                  Annual Compensation                         Long-term compensation
                            ------------------------------------------------------------------------------------------
                                                                        Awards                 Payouts
                                                              ----------------------------------------
                                                                              Securities
                                                   Other      Restricted      Underlying
  Name and                                         Annual        Stock         options/         LTIP       All other
  principal                 Salary      Bonus   Compensation    Award(s)         SARs          payouts    Compensation
  position        Year       ($)         ($)        ($)           ($)             (#)            ($)          ($)

     (a)           (b)       (c)         (d)        (e)           (f)             (g)            (h)          (i)
----------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>        <C>           <C>             <C>            <C>          <C>
    Gerry         2003        0           0          0             0               0              0            0
  Racicot,        2002        0           0          0             0               0              0            0
    CEO,          2001        0           0          0             0               0              0            0
 President,
  Director
----------------------------------------------------------------------------------------------------------------------
Keith Attoe,      2003        0           0          0             0               0              0            0
    CFO,          2002        0           0          0             0               0              0            0
 Treasurer,       2001        0           0          0             0               0              0            0
  Principal
 Accounting
  Officer,
  Director
----------------------------------------------------------------------------------------------------------------------
    Anne          2003        0           0          0             0               0              0            0
  Racicot,        2002        0           0          0             0               0              0            0
 Secretary,       2001        0           0          0             0               0              0            0
  Director
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of
shares of Dawn's common stock as of December 31, 2003 (4,524,000 issued and
outstanding) by: (i) all stockholders known to Dawn to be beneficial owners of
more than 5% of the outstanding common stock; and (ii) all directors and
executive officers of Dawn, and as a group (each person has sole voting power
and sole dispositive power as to all of the shares shown as beneficially owned
by them):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                          Amount of Stock            Percentage of
Name and Address                Position                                 Beneficially Owned              Class
------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                          <C>                         <C>
Gerry Racicot                   Director and CEO, President                  2,250,000                   49.7%
------------------------------------------------------------------------------------------------------------------
Keith Attoe                     Director and CFO,                            2,250,000                   49.7%
                                Treasurer, Principal
                                Accounting Officer
------------------------------------------------------------------------------------------------------------------
Anne Racicot                    Director and Secretary                           0                        0.0%
------------------------------------------------------------------------------------------------------------------
Directors and Officers                                                       4,500,000                   99.4%
as a group
------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

Item 12. Certain Relationships and Related Transactions

During the past two years, there have not been any transactions that have
occurred between the Company and its officers, directors, and five percent or
greater shareholders, except as follows:

During the past two years, there have not been any transactions that have
occurred between Dawn and its officers, directors, and five percent or greater
shareholders, except as follows:

On January 3, 2002 Gerry Racicot purchased a total of 2,274,000 common shares of
the Company.

On January 3, 2002 Keith Attoe purchased a total of 2,250,000 common shares of
the Company.

Certain of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they have an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the Company and its
officers and directors. The Company will attempt to resolve such conflicts of
interest in favor of the Company. The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in handling the
company's affairs. A shareholder may be able to institute legal action on behalf
of the Company or on behalf of itself and other similarly situated shareholders
to recover damages or for other relief in cases of the resolution of conflicts
is in any manner prejudicial to the Company.

Item 13. Exhibits and Reports on Form 8-K

The exhibits to be filed with this Form 10-KSB are listed below in the Exhibit
Index

There were no Reports on Form 8-K filed during the fourth quarter of the fiscal
year ended December 31, 2003.

Item 14. Controls and Procedures

The Company has established and currently maintains disclosure controls and
other procedures designed to ensure that material information required to be
disclosed in its reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
by the Securities and Exchange Commission. In conjunction with the close of each
fiscal quarter, the Company conducts a review and evaluation of the
effectiveness of the Company's disclosure controls and procedures. It is the
opinion of the Company's Chief Executive Officer and President, based upon an
evaluation completed within 90 days prior to the filing of this report, that the
Company's disclosure controls and procedures are effective and ensure that any
material information relating to the Company is recorded, processed, summarized
and reported to its principal officers to allow timely decisions regarding
required disclosures. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to December 31, 2003.


                                       12
<PAGE>

                                  EXHIBIT INDEX

Number      Exhibit Description

Number      Exhibit Description

3.1         Certificate of Incorporation (incorporated by reference to Exhibit
            3.1 of the Registration Statement on Form 10SB filed on July 16,
            2002)

3.2         By-Laws (incorporated by reference to Exhibit 3.2 of the
            Registration Statement on Form 10SB filed on July 16, 2002)

3.3         Articles of the Corporation (incorporated by reference to Exhibit
            3.3 of the Registration Statement on Form 10SB filed on July 16,
            2002)

31.1        Section 302 certification of Chief Executive Officer

31.2        Section 302 certification of Chief Financial Officer

32          Section 906 certification of Chief Executive Officer

================================================================================

                                    SIGNATURE

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.

                                        Dawn Capital Corp.


Dated: March 29, 2004                   By: /s/ Gerry Racicot
                                            ----------------------------------
                                        Gerry Racicot, President, CEO and
                                        Director,


Dated: March 29, 2004                   By: /s/ Keith Attoe
                                            ----------------------------------
                                        Chief Financial Officer and Principal
                                        Accounting Officer, Treasurer

================================================================================


                                       13
<PAGE>

                               DAWN CAPITAL CORP.

                      (A Company in the Development Stage)

                              Financial Statements

                                December 31, 2003

<PAGE>

                            Monteith, Monteith & Co.
                              Chartered Accountants

                    Partners: 208 ONTARIO STREET Principals:
                           STRATFORD, ONTARIO N5A 3H4
    STEPHEN J. LANDERS, BA, CA Telephone: (519) 271-6550 Fax: (519) 271-4796
                 MERVYN T. DIETZ, CMA ROBERT B. LIGHTFOOT, BBA,
        CA e-mail: administrator@monteith.on.ca ROBERT W. STEINBACH, CGA

                          INDEPENDENT AUDITORS' REPORT

To the directors and shareholders of
Dawn Capital Corp.:

We have audited the accompanying balance sheets of Dawn Capital Corp.. as at
December 31, 2003 and 2002, and the statements of shareholders' equity,
operations and accumulated deficit, and cash flow for the years then ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing standards
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 audit provides a reasonable basis
for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at December 31, 2003 and
2002, and the results of its operations and its cash flows for the periods then
ended in accordance with generally accepted accounting principles in the United
States of America.


                                        /s/ Monteith, Monteith & Co.

                                        CHARTERED ACCOUNTANTS

Stratford, Ontario
March 29, 2004


                                      F-1
<PAGE>

DAWN CAPITAL CORP.
(A Company in the Development Stage)
BALANCE SHEETS
as at December 31 2003 and 2002
(US Dollars)

ASSETS

                                                              2003         2002
                                                               $             $

Current:
  Cash                                                         722         1,840

Long-term:                                                       0             0

                                                               722         1,840

LIABILITIES and SHAREHOLDERS' EQUITY

Current:
  Advances from Shareholders (Note 3)                            0             0

Shareholders' Equity:
  Share Capital (Note 4)                                     4,524         4,524

  Accumulated Deficit                                       -3,802        -2,684

                                                               722         1,840

                                                               722         1,840

Approved on Behalf of the Board:


      "Gerry Racicot"         Director
      ----------------------
               Gerry Racicot

(See Accompanying Notes)


                                      F-2
<PAGE>

DAWN CAPITAL CORP.
(A Company in the Development Stage)
STATEMENTS of OPERATIONS and ACCUMULATED DEFICIT

for the years ended December 31, 2003 and 2002
(US Dollars)

<TABLE>
<CAPTION>
                                                      Cumulative to
                                                      Year Ended                   Year Ended
                                                      December 31        December 31        December 31
                                                      2003               2003               2002
                                                      $                  $                  $
<S>                                                   <C>                <C>                <C>
Revenue                                                       0                  0                  0

Expenses:
  Bank Charges                                              200                120                 80
  Incorporation Costs                                     2,082                  0                480
  Accounting and Filing Costs                             1,520                998                522

                                                          3,802              1,118              1,082

Net Loss and Comprehensive Loss for the Year             -3,802             -1,118             -1,082

Accumulated Deficit - Beginning of the Year                   0             -2,684             -1,602

Accumulated Deficit - End of the Year                    -3,802             -3,802             -2,684

                  Basic Net Loss per Share:                0.00               0.00               0.00

              Weighted Average No. of
         Common Shares Outstanding                    4,524,000          4,524,000          4,524,000
</TABLE>

(See Accompanying Notes)


                                      F-3
<PAGE>

DAWN CAPITAL CORP.
(A Company in the Development Stage)
STATEMENTS of CASH FLOW
for the year ended December 31, 2003 and 2002
(US Dollars)

<TABLE>
<CAPTION>
                                                      Cumulative to
                                                      Year Ended                   Year Ended
                                                      December 31        December 31        December 31
                                                      2003               2003               2002
                                                      $                  $                  $
<S>                                                   <C>                <C>                <C>
Cash Provided by (Used In) Operating Activities:
  Net Income (Loss) for the Year                      -3,802             -1,118             -1,082

  Changes in Non-cash Working Capital Balances:            0                  0                  0

                                                      -3,802             -1,118             -1,082

Cash Provided by (Used In) Investing Activities:
  Incorporation Costs                                      0                  0                  0

Cash Provided by (Used In) Financing Activities:
  Advances (to) from Shareholders                          0                  0               -800
  Common Shares Issued                                 4,524                  0                  0

                                                       4,524                  0               -800

Net Cash Flows for the Year                              722              -1,118             -1,882

Cash - Beginning of the Year                               0              1,840              3,722

Cash - End of the Year                                   722                722              1,840
</TABLE>

(See Accompanying Notes)


                                      F-4
<PAGE>

DAWN CAPITAL CORP.
(A Company in the Development Stage)
STATEMENT of SHAREHOLDERS' EQUITY
from November 21, 2001 (date of inception) to December 31, 2003

(US Dollars)

<TABLE>
<CAPTION>
                                                                        Deficit
                                                                        Accumulated
                                                         Share          During the
                                                         Capital        Development
                                                         (Note 4)       Stage          Total
                                                         $              $              $
<S>                                                      <C>            <C>            <C>
Balance - November 21, 2001 (Date of Inception)              0               0              0

Common Shares - Issued for Cash                          4,524               0          4,524

Loss for the Period                                          0          -1,602         -1,602

Balance - December 31, 2001                              4,524          -1,602          2,922

Loss for the Year                                            0          -1,082         -1,082

Balance - December 31, 2002                              4,524          -2,684          1,840

Loss for the Year                                            0          -1,118         -1,118

Balance - December 31, 2003                              4,524          -3,802            722
</TABLE>

(See Accompanying Notes)


                                      F-5
<PAGE>

                               DAWN CAPITAL CORP.
                        NOTES to the FINANCIAL STATEMENTS
                                December 31, 2003

1.    Organization and Business:

      Dawn Capital Corp. ("the Company") was incorporated in the State of Nevada
      on November 21, 2001. The Company is in the development stage as defined
      by SFAS No. 7, and to date has had no business operations. The Company was
      organized for the purpose of creating a corporate vehicle to locate and
      acquire an operating business. The ability of the Company to continue as a
      going concern is dependent on raising capital to acquire a business
      venture.

2.    Significant Accounting Policies:

      (a) Cash and Cash Equivalents

      The Company considers all highly liquid investments with original
      maturities of 90 days or less at the date of acquisition to be cash
      equivalents.

      (b) Intangible Assets

      Goodwill arising on business acquisitions is recorded at cost. No
      amortization is provided, but the carrying value is assessed each year for
      impairment.

      (c) Estimates

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities,
      the disclosure of contingent assets and liabilities at the financial
      statement date, and the reported amounts of revenue and expenses during
      the reporting period. Actual results could differ from those estimates.

      (d) Foreign Currency Translation

      These financial statements are presented in United States dollars. In
      accordance with Statement of Financial Accounting Standards No. 52,
      foreign denominated monetary assets and liabilities are translated to
      their U.S. dollar equivalents using the exchange rate in effect at the
      balance sheet date. Revenue and expenses are translated at average rates
      of exchange during the year. Related translation adjustments are reported
      as a separate component of stockholders' equity, whereas gains or losses
      resulting from foreign currency transactions are included in results of
      operations.


                                      F-6
<PAGE>

                               DAWN CAPITAL CORP.
                        NOTES to the FINANCIAL STATEMENTS
                                December 31, 2003

2.    Significant Accounting Policies - continued:

      (e) Fair Value of Financial Instruments

      In accordance with the requirements of SFAS No. 107, the Company has
      determined the estimated fair value of financial instruments using
      available market information and appropriate valuation methodologies. The
      fair value of financial instruments classified as current assets or
      liabilities, including cash and cash equivalents and accounts payable,
      approximate their carrying values due to the short-term maturity of the
      instruments.

      (f) Net Loss per Common Share

      Basic earnings per share includes no dilution and is computed by dividing
      income available to common stockholders by the weighted average number of
      common shares outstanding for the period. Diluted earnings per share
      reflects the potential dilution by securities that could share in the
      earnings of the Company. Because the Company has not issued any
      potentially dilutive securities, only basic loss per share is reported on
      the Statements of Operations and Accumulated Deficit.

3.    Advances from Shareholders:

      Advances from shareholders bear no interest and have no specific terms of
      repayment.

4..   Share Capital:

      Authorized: 100,000,000 Common Shares - with a par value of $.001 each

      Issued:

                                December 31 2003             December 31 2002
                            -----------------------       ----------------------
                            # Shares         Amount       # Shares        Amount
                            -----------------------       ----------------------
                                               $                             $
            Common Shares   4,524,000        4,524        4,524,000        4,524
                            =========        =====        =========        =====

5.    Amended Financial Statements - December 31, 2002:

      The December 31, 2002 financial statements were amended to recognize
      incorporation costs of $2,082 as a period expense rather than as an
      intangible long-term asset.


                                      F-7
<PAGE>

b.    Stock-based Compensation:

      The Company has not granted or paid any stock-based compensation:

c.    Recent Accounting Pronouncements:

      In April 2003, the Financial Accounting Standards Board (FSAB) issued
      Statement of Financial Accounting Standards (SFAS) No. 149, "Amendment of
      Statement 133 on Derivative Instruments and Hedging Activities", effective
      for contracts entered into or modified after September 30, 2003. This
      amendment clarifies when a contract meets the characteristics of a
      derivative, clarifies when a derivative contains a financing component and
      amends certain other existing pronouncements. The Company believes the
      adoption of the SFAS No. 149 will not have a material effect on the
      Company's financial statements.

      In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
      Financial Instruments with Characteristics of both Liabilities and
      Equity". SFAS No. 150 is effective for financial instruments entered into
      or modified after May 31, 2003 and otherwise is effective at the beginning
      of the first interim period beginning after June 15, 2003. SFAS No. 150
      requires the classification as a liability of any financial instruments
      with a mandatory redemption feature, an obligation to repurchase equity
      shares, or a conditional obligation based on the issuance of a variable
      number of its equity shares. The Company believes the adoption of SFAS No.
      150 will not have a material effect on the Company's financial statements.

      In January 2003, the FASB issued FASB Interpretation No. 46,
      "Consolidation of Variable Interest Entities" (FIN 46). FIN 46 states that
      companies that have exposure to the economic risks and potential rewards
      from another entity's assets and activities have a controlling financial
      interest in a variable interest entity and should consolidate the entity,
      despite the absence of clear control through a voting equity interest. The
      consolidation requirements apply to all variable interest equities created
      after January 31, 2003. For variable interest entities that existed prior
      to February 1, 2003, the consolidation requirements are effective for
      annual or interim periods beginning after June 15, 2003. Disclosure of
      significant variable interest entities is required in all financial
      statements issued after January 31, 2003, regardless of when the variable
      interest was created. The Company does not expect the adoption of FIN 46
      to have a material impact on its financial statements.


                                      F-8