SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                  -------------

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934, for the fiscal year ended May 31, 2003

                          Commission File No. 000-26089
                                              ---------

                       L.O.M. MEDICAL INTERNATIONAL, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                                              98-0178784
--------------------------------------------------------------------------------
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

#3-1482 Springfield Road, Kelowna, British Columbia, Canada              V1Y 5V3
--------------------------------------------------------------------------------
(Address of registrant's principal executive offices)                 (Zip Code)

                                  250.762.7552
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

Check whether the registrant (1) has filed all reports required by Section 13 or
15(d) of the Securities 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. [ ]

State issuer's revenues for its most recent fiscal year: $0.00.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act). As of May 31, 2003, approximately $4,087,051.

The number of shares outstanding of the issuer's only class of Common Stock,
$.001 par value, was 6,311,813 on May 31, 2003.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):
                Yes [ ]         No [X]




<PAGE>



PART I.
-------

Item 1. Description of Business.
--------------------------------

Development of the Company.
---------------------------

L.O.M. Medical International Inc., a Delaware corporation  ("Company" or "LOM"),
was  incorporated  in the State of Delaware  on March 17,  1997.  Our  executive
offices are located at #3-1482  Springfield Road, Kelowna, B. C. Canada V1Y 5V3.
The Company's telephone number is 250.762.7552.

For  purposes  of  clarification,  anytime  the symbol  "US" is used within this
Annual  Report of Form 10-KSB,  it refers to the currency of the United  States.
Anytime the symbol "CDN" is used, it refers to the currency of Canada.

Business of the Company.
------------------------

The  Company was  incorporated  for the purpose of  researching  and  developing
health  care  products.  The goal is to become an  innovator  and  provider of a
retractable  syringe  ("Syringe") and related  products and  technologies to the
health  care  market.  We  successfully  patented  and  licensed  products in 70
countries  including the United States and Canada and continue to maintain these
patents.  We plan to develop new and  improved  products  and provide the health
care industry with better, safer products throughout the world.

The Retractable Syringe.
------------------------

We believe the Syringe will change standard  disposal methods for used syringes.
The Syringe has been  developed  to function as a standard  hypodermic  syringe,
which we believe is safer to the  caregiver  or health care  worker.  We believe
that the  Syringe's  unique  design will allow  health care  providers  to avoid
direct contact with used needles. The Syringe is covered by United States Patent
No. 5,868,713, dated February 9, 1999, and international patents have been filed
in 84 different countries.

Once the needle of the  Syringe is  injected,  the user  simply has to press the
plunger  top gently  with his or her thumb to  automatically  retract the needle
into its own sealed chamber. The needle is now hidden where it remains locked in
place and cannot be used  again.  The  Syringe  does not  require a health  care
worker  to use both  hands to  retract  the  needle  after it has been  used and
withdrawn  from the patient.  The Syringe will be produced in standard  industry
sizes from 1CC to 20 CC, inclusive.

We intend to promote  the Syringe as a safer and less  risk-oriented  instrument
for hospital  staff and health care  workers.  We are  optimistic  that doctors,
nurses,  and other health care workers will  recognize and appreciate the safety
features of the Syringe because of its ease of "use-and-disposal" and its unique
"contaminate-prevention" characteristics. We currently have no contracts to sell
the Syringe and there are no guarantees  as to the timing of any such  contracts
in the future.

It is  anticipated  that the products and  technologies  that we develop will be
offered to distributors on a worldwide basis, with an initial emphasis in Canada
and the United States. It is hoped that new product and technology ideas will be
generated  through  active  dialogues  among our  potential  customers,  and our
network of  scientific  advisors.  We also hope to  participate  in national and
international  conferences,  and to  generate  reviews  in  selected  scientific
literature.

Management  interacts with a network of scientific advisors within the industry,
including members of academic institutions,  as well as potential customers.  We
anticipate that these  relationships  will enable us to identify the specialized
needs of those potential  customers,  and to provide innovative and commercially
acceptable  products  and  technologies.  At this time,  our  relationship  with
scientific   advisors   and  academic   institutions   is  limited  to  advisory
relationships.  We  currently  have no  contracts  for testing the Syringe  with
teaching universities and there is a risk that such testing arrangements may not
occur.


                                        2
<PAGE>



Our engineering  personnel are continuing the additional patenting of the L.O.M.
retractable syringe. We are ensuring that patents correctly protect every detail
pertaining  to the  Syringe.  The  detailed  patenting  will  also  include  the
retraction  technology,  and  any  other  medical  device  that  the  retraction
technology incorporates.

Additional  testing  and  refining  of the 3cc  syringe  have led to  additional
enhancements to the Syringe. These enhancements have led to the reduction of the
length,  and the reduced complexity of the various parts.  Initially,  this task
was to eliminate any dead space in the Syringe.  This proved to be successful as
well as enhanced  performance of the retraction  process. It also simplifies the
manufacturing and reduces  production costs. The Syringe now has the same length
and diameter as a conventional syringe, which is a requirement for the end user.
The production molds will be modified for these size changes. The designs of the
..5cc, 1cc, 1.5cc, 5cc and the 10cc are ready for  prototyping.  The final design
enhancements of the 3cc syringe have been incorporated into the 1cc design. With
the 1cc  being  considerably  smaller  than the  3cc,  the  tolerances  are much
tighter.  The extra  engineering  during computer  modeling of component  sizing
ensures  that  the  1cc  syringe  performs  as well as the  3cc.  The  extensive
designing of the syringe  components  have utilized the shared parts between all
sizes, thus minimizing overall cost of total parts.

The Company has begun design  plans for an assembly  line to produce the Syringe
in commercial quantities.  The plan is being developed jointly by management and
a consulting  engineer.  The assembly  line plan  contemplates  features such as
programmable robotic systems with machine vision technology and high-speed parts
flexible feeder systems.  The Company is also  contemplating  injector  moulding
machines,  sterilization  units,  packaging  equipment and other components that
comprise  the  planned  assembly  line.  Such  plans  are  contingent  upon  the
availability of funding. There can be no assurance that the Company will be able
to access sufficient or suitable funding to complete its plans.

During  the  next  12  months  we  anticipate   increasing   our  staff  as  the
pre-production  of the  Syringe  moves  forward.  Dr.  Simon  Wood has agreed to
supervise our research and development department.  Currently, he bills us on an
hourly basis for work completed.  There is no written  contract with him at this
time. We have  contracted  with Kevin Conway,  a mid-level  engineer for certain
services.  Mr.  Conway  performs  subcontract  work on an  hourly  basis.  He is
assisting with CAD-CAM requirements relating to the development of the Syringe.

We are not currently  producing  commercial  quantities of products or currently
supplying any services to any third  parties.  No assurance can be given that we
will,  on a timely  basis,  be able to make the  transition  from  manufacturing
testing   quantities  of  the  Syringe  to  commercial   production   quantities
successfully or be able to arrange for contract manufacturing.

We anticipate subcontracting the first two years of commercial production of the
Syringe. At the end of the second year of production,  we anticipate engaging in
significant  discussions regarding the potential for the construction of our own
production facility. We recognize that the construction of a production facility
will be contingent  upon us having  reached our sales,  profit  projections  and
financing requirements.

The Blood Collection System
---------------------------

We have  incorporated the retraction  technology into blood collection kits. The
L.O.M. blood collection kit includes the holder,  retractable  needle, gas cell,
and the  retraction  technology.  The Company has also  designed a winged  blood
collection retractable needle. The L.O.M. blood collection tubes complement both
of these systems.

By using  either of these two systems,  the user is able to deliver  exceptional
patient care without  compromising  personal safety. The use of the L.O.M. blood
collection  system  requires  very  little  training  as it looks and feels like
conventional  systems and only requires the  retraction  technology to be easily
activated after the collection is complete. In both systems, the needle retracts
completely  into the unit and is locked while the user is  completely  protected
from needle stick injuries.




                                        3
<PAGE>



Patents for the L.O.M.  blood  collection  kits are  currently  being filed.  We
expect to commence the prototyping phase shortly.

The Eye Care System.
--------------------

We have  invented  and  developed an  insertion  and storage  device for contact
lenses  (the "Eye Care  System"),  which is a method of handling  and  inserting
contact lenses.

We have produced 33,000 units of our eye care inserters,  which will be used for
demonstrations.  As such, we have not inventoried the units but we have expensed
them in the past financial statements as net realizable value (anticipated to be
nil). We currently  have the ability to  subcontract  out for the  production of
commercial  quantities of our eye care products.  We currently have dies with an
output  capacity of 150,000  units.  There is a second set of dies designed that
will have a 300,000 unit capacity which would allow the production of a total of
450,000 units of eye care products per month.

We have FDA  approval  to market  our line of eye care  products  in the  United
States and have the necessary  Canadian  approval to market eye-care products in
Canada.  We are reviewing various contracts with third parties to market the Eye
Care System in Canada as well as the United States.

We plan to focus our  activities  over the next twelve months on the  production
and introduction of the Syringe.  When that is finalized,  we will implement our
marketing plan for the Eye Care System products.

Skin Care Products.
-------------------

At this time we are reorganizing our approach to the skin care line. We will not
be pursuing this area  aggressively  until we have our Syringe  production under
way.

Genetic Patents.
----------------

We are currently  negotiating  licensing  agreements  with the owners of various
patents on genetic vectors.  As of May 31, 2003, we have advanced $54,680 to the
patent owners.  Given the  uncertainty  regarding the future  recoverability  of
these advances we wrote these advances off in our 2002 fiscal year.

Business of the Company's Subsidiary.
-------------------------------------

There has been no  activity in the  subsidiary  this year.  For the  foreseeable
future the subsidiary will be inactive.

Government Regulation.
----------------------

United  States  Governmental  Regulation.  Virtually  all of our  products  will
----------------------------------------
require regulatory approval by governmental agencies prior to commercialization.
We expect to research and develop products and technologies  requiring  rigorous
pre-clinical and clinical  testing and other approval  procedures by the FDA and
similar health  authorities in foreign  countries.  Various federal statutes and
regulations  also  govern or  influence  the  manufacturing,  safety,  labeling,
storage, record keeping and marketing of such products. The process of obtaining
these  approvals and the  subsequent  compliance  with  appropriate  federal and
foreign  statutes  and  regulations  requires  the  expenditure  of  substantial
resources.  The  effect  of  government  regulations  may  be  to  delay  for  a
considerable period of time or even prevent the marketing of any product that we
may develop and/or to impose costly procedures on our activities. Non-compliance
with  applicable   requirements  can  result  in,  among  other  things,  fines,
injunctions,  seizures  of  products,  total or  partial  suspension  of product
marketing,  failure of government to grant  pre-market  approval,  withdrawal of
marketing approvals, product recall and criminal prosecution.

On November 28, 1990, the Safe Medical Devices Act ("SMDA") became law. The SMDA
amended the Food,  Drug and Cosmetic Act and has several  provisions that affect
the medical device industry.  Several  provisions of the SMDA are self-enacting.


                                        4
<PAGE>



Both  distributors  and  importers of medical  devices are affected by the SMDA.
Beginning on November 28, 1990,  medical  facilities  are now required to report
patient deaths  attributed to devices to the manufacturers and the Food and Drug
Administration  ("FDA").  Medical  facilities  are also now  required  to report
serious injuries and serious illnesses  contributed or caused by medical devices
to the manufacturers.  Because the SMDA user facility  reporting  requirement is
self-implementing and contains limited procedures for reporting,  the FDA issued
interim  guidance  for user  facilities  in order to comply  with the SMDA.  The
guidance  includes a test  reporting  form that the facilities may use to report
incidences  to  manufacturers.  SMDA  Section  519(d)  or 21  U.S.C.  360(i)(d),
requires that manufacturers,  importers and distributors annually certify to the
FDA the  number of MDR  reports  they have  submitted  in a year or that no such
reports  were  submitted.  Moreover,  distributors  will be  required  to report
incidents to manufacturers  and to the FDA under Section  519(a)(6) or 21 U.S.C.
360(i)(a)(6). They will also be required to register with the FDA.

There  are also two  provisions  in the SMDA that  affect  product  removal  and
correction.  The first section is Section 519(f) or 21 U.S.C. 360(i)(f). In this
section,  a firm is  required to report to the FDA when it removes or corrects a
distributed  product  when those  actions are  intended to reduce risk to public
health posed by a device or to remedy a violation of the SMDA that may present a
risk to public health.  If a product removal or correction is reported under the
MDR with an  incident  report,  it does not have to be reported a second time to
the FDA.  The second  provision  is  Section  303(j) or 21 U.S.C.  333(j).  This
provision became  effective  November 28, 1990. The agency now has the authority
under certain  conditions to order  manufacturers,  importers,  distributors  or
retailers of devices to immediately cease distribution of a volatile product. It
can also order  notification to health care professionals and user facilities to
cease use of a product  when  there is a  reasonable  probability  that it would
cause serious adverse health  consequences  or death.  The person subject to the
order has the opportunity for an informal  hearing within 10 days after the date
of the  issuance  on the  actions  required  by the order and whether the device
should be recalled.

Manufacturers  of devices  that are  reasonably  likely to have  adverse  health
consequences  and are permanent  implants or life  sustaining or life supporting
and are used outside of a device user  facility  are required to develop  device
tracking system. This language appears in Section 519(e) or 21 U.S.C. 360(i)(e).

Canadian Governmental Regulation.  In Canada, all products that require approval
--------------------------------
for  marketing  and sales  must be  submitted  to the Health  Production  Branch
Tunney's Pasture Ottawa ("Branch Tunney's"). Testing by Branch Tunney's includes
the testing of:

     o    a product's design function;
     o    a product's materials;
     o    method of product sterilization;
     o    sample of the product's packaging;
     o    a product's labeling;
     o    indications of lot numbers;
     o    size;
     o    manufacturers names and/or place of production; and
     o    projected run date.

Trial runs of the Syringe will be carried out through  hospitals,  where product
performance  will be evaluated.  For the market and distribution of the Syringe,
we  are  in  the  process  of  obtaining   Health   Canada  and  Food  and  Drug
Administration  Approval  Numbers.  We will also need to acquire DIN numbers and
UPC codes. Finally, we will have to obtain national drug codes.

We are  also  subject  to the  provisions  of the  Canadian  Food  and  Drug Act
("CFDA"). Chapter F-27 of the CFDA regulates the advertisement and sale of food,
drugs, cosmetics and medical device products.  Specifically, this section of the
CFDA  restricts  the  labeling,  packaging,  and  treatment  process and sale or
advertisement  of any medical  device in a manner that is false,  misleading  or
deceptive or is likely to create an erroneous  impression  regarding its design,
construction,   performance,   intended   use,   quantity,   character,   value,
composition,  merit or safety.  Moreover,  the regulation  provides that where a
standard has been prescribed for a device, no person shall label,  package, sell


                                        5
<PAGE>



or advertise  any article in any manner that is likely to be mistaken for such a
device unless the article complies with the prescribed standard.  Part II of the
Chapter F-27 of the CFDA also explains the administration and enforcement powers
of inspectors  working under the CFDA.  Specifically,  the CFDA gives inspectors
the right to,  at any  reasonable  time,  enter  any place  where on  reasonable
grounds the inspector believes any article is manufactured,  prepared, packaged,
preserved  or stored,  and  examine any such  article  and make or take  samples
thereof and anything  the  inspector  reasonably  believes is used or capable of
being  used  for  such  manufacture,  preparation,  preservation,  packaging  or
storing.  The  inspector  will also have the  power  and  authority  to open and
examine any  receptacle  or package that on  reasonable  grounds he believes any
article to which the CFDA or the regulations apply. Finally, the inspector shall
have the  power to seize  and  obtain  for such time  reasonably  necessary  any
article by means of or in relation to which he reasonably believes any provision
of the CFDA or regulations have been violated.

We are also subject to the  provisions  of Chapter 871 of the CFDA  specifically
relating to the medical  device  regulations.  Specifically,  Chapter 871 of the
CFDA addresses the labeling of medical devices.

Part I of Chapter 871 provides that labeling on medical devices must contain:

     o    the name of the device;
     o    name and address of the  manufacturer,  distributor or importer of the
          device;
     o    a lot number or serial number of the device;
     o    the model designation of the device;
     o    the precise  nature of the benefits  claimed to be obtainable  through
          the use of the device;
     o    directions for use of the device;
     o    information as to whether a device is sterile;
     o    the expiration date of the device if applicable; and
     o    a list of the contents of the package and the number of complete units
          contained therein.

Part  I of  Chapter  871  of the  CFDA  also  contains  extensive  and  involved
regulations  concerning  the  specific  nature and  quality of any  labeling  on
medical devices, including but not limited to, warnings,  language,  position of
label and any required symbols. This same section also addresses product testing
before sale.  Specifically,  the CFDA provides that no manufacturers of a device
or person who has  imported  into Canada a device for sale shall sell the device
unless tests have been  conducted  with respect  thereof and the tests  indicate
that the nature of the benefits claimed to be obtainable  through the use of the
device and the performance  characteristics  claimed by the device are justified
as shown by the evidence  available in Canada to the  manufacturer or the person
importing the device.

Employees. We currently have four employees and several consultants on staff. We
----------
also use consultants for business,  accounting,  engineering, and legal services
as required.  Our management  has  experience  and  background in  manufacturing
medical  products and obtaining  patents  internationally,  as well as obtaining
medical approvals worldwide.

Our four employees are Maria Klippenstein,  John Klippenstein,  Julie Yarbrough,
and Tanya  Sedlacek.  Mrs.  Klippenstein  is the  Secretary and Treasurer of our
Company.  Her day-to-day  duties include  reporting to our stock transfer agent,
shareholder  relations,  reporting to our  corporate  securities  attorney,  and
reporting to our patent attorneys.  Mr.  Klippenstein is our President and Chief
Executive  Officer.  He  performs  all the  duties of that  office.  Mrs.  Julie
Yarbrough handles office  administration,  secretarial,  and accounting  duties.
Tanya Sedlacek is our Chief Financial Officer. Ms. Sedlacek's  day-to-day duties
include corporate  finances,  accounting and  communications  with our auditors,
corporate  reporting,  financial reporting to our Board of Directors,  corporate
financial advising,  organization and reporting on annual shareholder  meetings,
as well as managing  daily  office and  accounting  operations.  Finally,  Kevin
Conway provides us with engineering services on a subcontract basis.

LOM has also hired Peter  McFadden,  Chartered  Accountant as a consultant.  Mr.
McFadden  performs the duties of advisor to the CEO and CFO. His duties included
annual tax filings, corporate financial advising, and corporate tax planning.


                                        6
<PAGE>



Competition.  Competition  in the  medical  products  industry is intense and we
------------
expect  the  competition  to  increase.  We will  compete  directly  with  other
companies  and  businesses  that  have  developed  and  are  in the  process  of
developing technologies and products which will be competitive with the products
developed and offered by us. There can be no assurance  that other  technologies
or products,  which are  functionally  equivalent or similar to our technologies
and products, have not been developed or are not in development.  We expect that
there are companies or  businesses,  which may have  developed or are developing
such  technologies  and products as well as other companies and businesses which
have the expertise,  which would  encourage them to develop and market  products
directly  competitive  with those  developed  and  marketed by us. Many of these
competitors have greater  financial and other resources,  and more experience in
research and development  than us. To the extent that customers  exhibit loyalty
to  the  supplier  that  first  supplies  them  with  a  particular  product  or
technology,  our  competitors  may have an  advantage  over us with  respect  to
products and technologies  first developed by such  competitors.  As a result of
their size and breadth of their product offerings,  certain of these competitors
have been and will be able to  establish  managed  accounts by which,  through a
combination of direct computer links and volume  discounts,  they seek to gain a
disproportionate  share of orders for health care products and technologies from
prospective  customers.  Such managed accounts present  significant  competitive
barriers to us. It is anticipated that we will benefit from our participation in
niche research markets,  which as they expand,  may attract the attention of our
competitors.

There can be no  assurance  that  competitors  have not or will not  succeed  in
developing technologies and products that are more effective than any which have
been or are being  developed by us or which would  render our products  obsolete
and  noncompetitive.   Many  of  our  competitors  have  substantially   greater
experience,  financial and technical  resources  and  production,  marketing and
development  capabilities  than  us.  If we  commence  commercial  sales  of our
products, we will also be competing with respect to manufacturing efficiency and
sales and marketing capabilities.

Our strategy for growth is  substantially  dependent  upon our ability to market
and distribute  products  successfully.  Other  companies,  including those with
substantially greater financial, marketing and sales resources, compete with us,
and have the advantage of marketing  existing products with existing  production
and distribution  facilities.  There can be no assurance that we will be able to
market and distribute  products on acceptable  terms,  or at all. Our failure to
market our products  successfully  could have a material  adverse  effect on our
business, financial condition or results of operations.

Specifically,  when we applied for our United  States  patents in 1997, a United
States Patent  search  revealed 7 separate  patents,  which related to different
safety  syringes.  We also caused the  preparation  of a market report issued by
Frost  &  Sullivan  entitled  "U.S.  Disposable  Needle,  Syringe,  and  Related
Products,  Markets"  Publication  No. 5341-54.  The market report  described the
market, pricing and the specific competition. We believe that there is virtually
no competition other than one syringe manufacturer,  presently located in Texas.
The company which manufacturers this syringe is called Retractable  Technologies
Inc. ("RTI"). The syringe  manufactured by RTI works on a pre-tension  stainless
spring,  which releases once the medicine  chamber is emptied.  The plunger will
trigger  the  retraction  by  applying  additional  pressure.  The price of this
syringe is US$0.52  per 3CC  syringe,  whereas  standard  3CC  syringes  sell at
US$0.26.  The  syringe  manufactured  by  RTI  is  currently  marketed  only  in
California  because  RTI is not able to produce  enough  products to satisfy the
demand  because  the RTI design is labor  intensive  and does not allow  on-line
high-speed  production.  We believe  that the  Syringe has the  distinct  design
advantage  in that the  Syringe  was  designed  and  engineered  for high  speed
production  and its  cost  and is much  more  cost  effective  and not as  labor
intensive as the syringe produced by RTI.












                                        7
<PAGE>



Item 2. Description of Property.
--------------------------------

Property held by the Company. The Company holds no property at this time.
-----------------------------

The Company's  Facilities.  We lease office space located at 3-1482  Springfield
--------------------------
Road, Kelowna, Canada from Tech-Nacan Consultants ("Tech-Nacan").  Tech-Nacan is
a company owned by John Klippenstein,  the Company's President,  Chief Executive
Officer and sole director,  and Maria Klippenstein,  Secretary and the Treasurer
of the Company. We also leased office space at 885 Dunsmuir Street in Vancouver,
Canada  from an  unrelated  third party up to May 31,  2003.  The office was the
location of our Vancouver offices for the primary use of business meetings.  LOM
no longer  leases these  premises.  In addition we lease  storage space in Great
Plains  Industrial  Park in  Saskatchewan  for the  assembly  and storage of the
Lens-O-Matic  product, from an unrelated third party. For the year ended May 31,
2002,  we paid a total  of  US$38,404  toward  the  rental  of our  Kelowna  and
Vancouver offices. For the year ended May 31, 2003, we paid US$39,162 toward the
rental of our Kelowna and  Vancouver  offices.  With regard to the Great  Plains
storage  we pay $100 CDN per  month.  The lease is from  month-to-month.  We are
obligated to make future lease payments as follows:

       Year                                        Payment
       ----                                        -------

       2004                                       $  40,864
       2005                                       $  13,526
       2006                                       $   1,097


Item 3. Legal Proceedings
-------------------------

British Columbia Securities Commission.
---------------------------------------

During the year ended May 31 2002, the Company engaged in discussions with staff
of the British  Columbia  Securities  Commission  (the  "BCSC")  concerning  the
distribution  of the  Company's  common  stock to certain  residents  of British
Columbia.  Staff of the BCSC took the position that the  distribution of certain
shares may not have, in all  circumstances,  satisfied the prospectus  exemption
requirements  under the Securities Act (British  Columbia).  In order to resolve
the  concerns  of staff of the  BCSC,  the  Company  agreed  to make an offer of
rescission (the  "Rescission  Offer") to purchasers of its common stock residing
in British  Columbia.  Stockholders  who acquired  99,933 common shares from the
Company for aggregate  proceeds of $263,573 exercised their right of rescission.
As of May 31, 2003, the Company has repaid $46,226 of the $263,573. In addition,
during  the year ended May 31,  2003,  32,363  shares  were  retracted  from the
rescission offer by the original purchaser, resulting in a decrease in liability
of $59,013.  These  shares were  returned to the  shareholder  and removed  from
treasury  stock.  The  remaining  payable  balance of  $158,334  is  included in
accounts payable and accrued liabilities on the consolidated  balance sheet. The
Company does not have sufficient funds to repay this liability at this time.

During 2002, two  shareholders,  not entitled to the rescission  offer,  holding
1,000 and 2,205  common  shares  with a cost of $1,000 and $6,851  respectively,
requested  that the  Company  accept the  return of their  shares.  The  Company
accepted the return of the shares and repaid the original  subscription price of
$1,000 to one  shareholder  and has  recorded a  liability  of $6,851,  which is
included in accounts payable and accrued  liabilities for the other shareholder.
All of these shares are held as treasury stock as at May 31, 2003.


In a Board of Directors  (the "Board")  meeting on May 16, 2003,  the Board made
several   allegations   regarding   alleged   inappropriate   conduct   of  John
Klippenstein.  The Board members allege that John Klippenstein received proceeds
for subscriptions for common shares of the Company but did not forward the funds
to the Company  for  deposit,  did not  disclose  that he and the  Company  were
subject to additional  scrutiny by the BCSC,  did not disclose to the Board past
restrictions  on  John  Klippenstein's  trading  of  securities  imposed  by the
Saskatchewan  Securities  Commission,  granted licensing rights of the Company's
retractable  syringe to third parties without the consent of the Board,  gave an
undertaking to shareholders and other investors  relating to the future value of
the Company's  common stock and was engaged in unfair  practices with the intent
of effecting the trade of the Company's  common stock. The majority of the Board
voted to ask for the resignation of John Klippenstein and to remove him from his



                                        8
<PAGE>




position as director.  John Klippenstein refused to resign and subsequent to the
meeting, Mr. Klippenstein and his wife, Maria Klippenstein,  as the holders of a
majority of the issued and outstanding common stock of the Company,  removed Dr.
Jeffrey Berg, Dr. Colin Lee, Clifford  Mandell,  and David Gramlich as directors
and appointed John Klippenstein as the sole member of the Board.

The Company and John  Klippenstein,  who is the sole director,  are scheduled to
appear in a hearing  before  the BCSC on October 9, 2003 to respond to the above
allegations  and the  status  of the  rescission  offer  (note  5(a)).  Possible
implications of the hearing, if the ruling is not in favour of John Klippenstein
and the  Company,  include Mr.  Klippenstein  and the Company  being banned from
trading securities in British Columbia,  the president being banned from being a
director  or  engaging  in  investor  relations  activities  and the  payment of
penalties, fines and the costs of the hearing. The Company and John Klippenstein
dispute the validity of the above  allegations  have engaged  legal  counsel and
intend to vigorously defend themselves  against the allegations.  The outcome of
these matters cannot be determined at this time.


There are no other security issues pending against the Company nor are any other
such actions contemplated.


Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

Within the last fiscal year, holders of a majority of the issued and outstanding
shares of the Company  removed  David A.  Gramlich,  Dr. Colin Lee, Dr.  Jeffrey
Berg,  and Clifford  Mandell as members of our Board of Directors  effective May
16, 2003.








































                                        9
<PAGE>



PART II.
--------

Item 5. Market for Common Equity and Related Stockholder Matters
----------------------------------------------------------------

Reports to Security  Holders.  We are a reporting  company with the Security and
-----------------------------
Exchange  Commission  ("Commission")  and thus  required  to file those  reports
required by the Commission,  including,  but not limited to, an annual report to
our security holders,  which will include audited financial statements,  as well
as quarterly reports which will include management  prepared,  auditor reviewed,
financial statements.  The public may read and copy any materials filed with the
Commission,  including  our  Registration  Statement  on  Form  10-KSB,  and all
exhibits, schedules and amendments thereto, at the Commission's Public Reference
Room at 450 Fifth Street N.W., Washington, D.C. 20549. Copies of all or any part
thereof may be obtained from such office after payment of fees prescribed by the
Commission.  The public may also  obtain  information  on the  operation  of the
Public  Reference  Room  by  calling  the  Commission  at  1-800-SEC-0330.   The
Commission  maintains  an  Internet  site  that  contains  reports,   proxy  and
information  statements,  and  other  information  regarding  issuers  that file
electronically   with   the   Commission.   The   address   of   that   site  is
http://www.sec.gov.

We are authorized to issue 50,000,000 shares of common stock,  $0.001 par value,
each share of common stock having equal rights and preferences, including voting
privileges.  We are also authorized to issue 5,000,000 shares of preferred stock
with a par value of $0.001. As of May 31, 2003 6,311,813 shares of the Company's
common  stock were  issued and  outstanding.  As of May 31,  2003,  4,000 of our
subsidiaries redeemable preferred stock were issued and outstanding.

The shares of $0.001 par value  common  stock of the Company  constitute  equity
interests in the Company  entitling each shareholder to a pro rata share of cash
distributions made to shareholders,  including dividend payments. The holders of
the Company's  common stock are entitled to one vote for each share of record on
all matters to be voted on by shareholders.  There is no cumulative  voting with
respect to the election of directors  of the Company or any other  matter,  with
the  result  that the  holders  of more  than 50% of the  shares  voted  for the
election of those  directors can elect all of the directors.  The holders of the
Company's  common  stock are  entitled  to  receive  dividends  when,  as and if
declared  by our Board of  Directors  from funds  legally  available  therefore;
provided,  however,  that cash dividends are at the sole discretion of our Board
of  Directors.  In the event of  liquidation,  dissolution  or winding up of the
Company, the holders of common stock are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities of the
Company  and  after  provision  has been made for each  class of stock,  if any,
having  preference  in relation to the Company's  common  stock.  Holders of the
shares of the  Company's  common stock have no  conversion,  preemptive or other
subscription  rights, and there are no redemption  provisions  applicable to the
Company's  common stock.  All of the outstanding  shares of the Company's common
stock are duly authorized, validly issued, fully paid and non-assessable.

Dividend  Policy.  Any  payment of  dividends  will be at the sole and  absolute
-----------------
discretion  of our Board of Directors and will depend upon  earnings,  financial
condition,   capital   requirements,   amount   of   indebtedness,   contractual
restrictions with respect to payment of dividends,  and other factors.  Any such
dividends  may be paid in cash,  property  or  shares of the  Company's  capital
stock. We have not paid any dividends since the Company's  formation,  and it is
not probable that any  dividends on the Company's  common stock will be declared
at any time in the foreseeable  future.  Any future dividends will be subject to
the  discretion  of our Board of  Directors,  and will depend upon,  among other
things,  the  operating and  financial  condition of the Company,  the Company's
capital requirements and general business conditions. Therefore, there can be no
assurance  that any dividends on the Company's  common stock will be paid in the
future.

Sale  of  Securities.  As at May  31,  2002,  the  Company  had  received  share
---------------------
subscriptions  for 10,693  common  shares at $3.25 per share for net proceeds of
$34,375. During the year ended May 31, 2003, the Company issued these shares and
received  additional share  subscriptions  for 11,337 common shares at $3.25 per
share for net proceeds of $36,845,  19,394  common shares at $2.50 per share for
net proceeds of $48,485,  455 common  shares at $2.20 per share for net proceeds
of $1,000,  500 common shares in exchange for services received prior to May 31,
2003 having a value of $1,625,  as well as 6,325  shares at a price of $2.00 per
share upon receipt of a notice of conversion for a convertible  promissory  note
plus interest of $12,650.  All  subscription  proceeds and related services were
received by the Company prior to May 31, 2003 and were issued  subsequent to May
31,  2003.  During the fiscal year ended May 31,  2002,  the  Company  rescinded


                                       10
<PAGE>



99,933 shares of common stock,  of which 18,702 were cancelled and 32,363 shares
of common stock for,  which the  rescission  offer was retracted by the original
purchaser.  The remaining  shares were held as treasury stock.  The common stock
was sold for $2.41 to $3.25 per share.  The lower  priced  stock  related to the
stock that was rescinded and sold at the average  rescission  price.  During the
fiscal year ended May 31, 2002, the Company purchased 3,205 shares of its common
stock.  The Company sold to "accredited  investors" only as that term is defined
in Rule 501 of the Securities Exchange Act of 1934.

Stock  Options.  Our Board of Directors  has adopted a stock option plan ("Stock
---------------
Option  Plan").  The Stock  Option  Plan is  designed  to retain  qualified  and
competent  officers,  employees  and  directors  of the  Company.  Our  Board of
Directors, or a committee thereof, shall administer the Stock Option Plan and is
authorized,  in its sole  and  absolute  discretion,  to  grant  options  to all
eligible employees of the Company,  including officers and directors (whether or
not  employees) of the Company.  During the year ended May 31, 2003, the Company
granted  359,833  common  share stock  options  under the Stock Option Plan (for
further details, please refer to Note 8 of the consolidated financial statements
included  herein).  Options  granted  pursuant to the Stock  Option Plan will be
exercisable  within the period specified in the stock option agreement.  Options
granted under the Stock Option Plan will not be exercisable after the expiration
of ten (10)  years  from the date of grant for  shareholders  with less than 10%
ownership and five (5) years for shareholders  with 10% or more share ownership.
The Stock  Option  Plan will also  authorize  us to make loans to  optionees  to
enable them to exercise their options.

Warrants.  We have  offered to all  shareholders  of record on May 31,  2001 one
---------
warrant  for every two  shares  held by each  shareholder.  Each  whole  warrant
entitles  the holder of such  warrant to purchase  one share of our common stock
for $5.00 per share. Each warrant expires by its own terms ninety days after the
first  transaction  in the  Company's  shares  occurs  on  the  Over-the-Counter
Bulletin Board.

As of May 31, 2003,  there were 3,076,405  warrants  outstanding.  Each of these
warrants  expires  by their  own  terms 90 days  after  the  first  trade of the
Company's  stock  should  the stock be listed on the  Over-the-Counter  Bulletin
Board.  Each  warrant  grants the holder the right to purchase  one share of the
Company's  common stock for US$5.00 per share.  Each warrant was issued pursuant
to  Rule  506 of  Regulation  D  promulgated  by  the  Securities  and  Exchange
Commission.




























                                       11
<PAGE>



Item 6. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

THIS  ANNUAL  REPORT  SPECIFIES  FORWARD-LOOKING  STATEMENTS  OF OUR  MANAGEMENT
("FORWARD-LOOKING  STATEMENTS") INCLUDING,  WITHOUT LIMITATION,  FORWARD-LOOKING
STATEMENTS   REGARDING  OUR   EXPECTATIONS,   BELIEFS,   INTENTIONS  AND  FUTURE
STRATEGIES.   FORWARD-LOOKING   STATEMENTS  ARE  STATEMENTS  THAT  ESTIMATE  THE
HAPPENING   OF  FUTURE   EVENTS   AND  ARE  NOT  BASED  ON   HISTORICAL   FACTS.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,  SUCH AS "COULD",  "MAY", "WILL",  "EXPECT",  "SHALL",  "ESTIMATE",
"ANTICIPATE",  "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", "INTEND" OR SIMILAR
TERMS,   VARIATIONS  OF  THOSE  TERMS  OR  THE  NEGATIVE  OF  THOSE  TERMS.  THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THIS ANNUAL  REPORT ON FOR 10-KSB HAVE
BEEN COMPILED BY US ON THE BASIS OF ASSUMPTIONS  MADE BY US AND CONSIDERED BY US
TO BE  REASONABLE.  OUR FUTURE  OPERATING  RESULTS,  HOWEVER,  ARE IMPOSSIBLE TO
PREDICT AND NO  REPRESENTATION,  GUARANTY,  OR  WARRANTY IS TO BE INFERRED  FROM
THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE  FORWARD-LOOKING  STATEMENTS  REPRESENT
ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES
IN ECONOMIC,  LEGISLATIVE,  INDUSTRY, AND OTHER CIRCUMSTANCES.  AS A RESULT, THE
IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN
DEVELOPING  AND SELECTING  ASSUMPTIONS  FROM AND AMONG  REASONABLE  ALTERNATIVES
REQUIRE THE EXERCISE OF JUDGMENT.  TO THE EXTENT THAT THE ASSUMED  EVENTS DO NOT
OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS,
AND,  ACCORDINGLY,  NO  OPINION  IS  EXPRESSED  ON THE  ACHIEVABILITY  OF  THOSE
FORWARD-LOOKING   STATEMENTS.  NO  ASSURANCE  CAN  BE  GIVEN  THAT  ANY  OF  THE
ASSUMPTIONS RELATING TO THE FORWARD-LOOKING  STATEMENTS SPECIFIED IN THIS REPORT
ARE ACCURATE,  AND WE ASSUME NO  OBLIGATION  TO UPDATE ANY SUCH  FORWARD-LOOKING
STATEMENTS.


General
-------

We are not currently producing commercial  quantities of our products nor are we
currently supplying any services to any third parties. No assurance can be given
that  we  will,  in a  timely  fashion,  be able to  make  the  transition  from
manufacturing  testing  quantities  of  the  Syringe  to  commercial  production
quantities successfully or be able to arrange for contract manufacturing.

We have produced 33,000 units of our eye care products.  Our current  production
capacity does allow for the production of commercial  quantities of our eye care
products.  We believe that we can increase our output to 150,000 units.  We have
designed a second set of dies that we believe will have a 300,000-unit capacity,
which would  allow the  production  of a total of 450,000  units of our eye care
products per month.

We are  concentrating  the  majority  of our efforts on the  development  of the
Syringe.

We anticipate that we will contract out the first two years of production of the
Syringe.  At the end of the second year of  production,  we  anticipate  we will
engage in significant  discussions  regarding the potential for the construction
of our own production  facility.  We recognize that the  construction of our own
production  facility will be contingent upon us having reached our sales, profit
and funding projections.  We anticipate that we will present this issue for vote
by our Board of Directors and  shareholders.  In this regard, we anticipate that
we will locate our  production  facilities in North America,  specifically,  the
state of  Washington,  due to its strategic  location for  penetration  into the
United States and Canadian markets.

Our plans to construct our own production  facility are merely  preliminary.  As
such, we have not reached an estimation  of the capital  resources  necessary to
fund such a project nor have we determined how long such a project would take to
complete.  We  anticipate  that at the end of the projected  two-year  period of
production,  we will  have a  sufficient  revenue  stream to  finance,  at least
partially,  the  construction of the proposed  production  facilities.  However,


                                       12
<PAGE>



there can be no assurance  that we will have the  necessary  funds at the end of
the two-year period to construct our proposed production  facilities.  Should we
not have the necessary  funds,  we anticipate that we will continue to cause our
products to be produced on a contract basis.

Future Capital Requirements
---------------------------

We still require additional cash to implement our business strategies, including
cash for payment of increased  operating  expenses and our existing  obligations
and  commitments.  No  assurance  can be given  that we will have  access to the
capital markets in the future, or that financing will be available on acceptable
terms to satisfy our cash  requirements  necessary  to  implement  the  business
strategies.  The  inability to access the capital  markets or obtain  acceptable
financing could have a material  adverse effect on our results of operations and
financial condition.

Our forecast of the period of time during which our financial  resources will be
adequate to support our operations is a forward-looking  statement that involves
risks and  uncertainties,  and actual results could vary as a result of a number
of factors.

We will have to raise  additional  capital during the next three months in order
to develop,  promote,  produce and distribute  our proposed  products as well as
satisfy our existing obligations, including the liability disclosed in note 5 to
the  financial  statements.  Such  additional  capital  may  be  raised  through
additional  public  or  private  financings,  as well as  borrowings  and  other
resources.  To the extent that additional  capital is raised through the sale of
equity or  equity-related  securities,  the  issuance of such  securities  could
result in dilution of the stockholders.

There can be no assurance that additional funding will be available on favorable
terms,  if at all. If  adequate  funds are not  available  within the next three
months,  we will be required to curtail  operations  significantly  or to obtain
funds through entering into arrangements with  collaborative  partners or others
that may  require us to  relinquish  rights to certain of our  products  that we
would not otherwise relinquish.

The  auditors'  report on our May 31,  2003  consolidated  financial  statements
includes a paragraph  explaining  that we have  generated  no  revenues,  have a
working  capital  deficiency  and  accumulated  a  deficit  since  inception  of
$4,981,506 which are factors,  among others,  that raise substantial doubt about
our ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

Business Risks
--------------

We are exposed to a variety of business risks, some of which are inherent to all
competitive  commercial  enterprises and others that are specific to the medical
products  industry.  We will  continue to endeavor  to limit all  specific  risk
factors by our operations and financial strategies.

Financial Risks
---------------

Our business  plans are  aggressive in nature.  Continued  rapid  expansion will
consume valuable  working capital and result in significant  demand on cash from
operations  during  the next few  quarters.  We  expect  that  existing  capital
resources  and  contributions  from profits will not be  sufficient  to fund the
business plans as represented  without receiving  additional funds from external
sources.

Business Cycles and Risks of Cost Overruns
------------------------------------------

The  sale  and  implementation  of our  products  involve  a  reasonable  market
penetration.  Failure to secure reasonable market penetration could have adverse
effects on our business, results of operations and our financial condition.

Fluctuations in Financial Results
---------------------------------

Our operating  results will  fluctuate,  depending on factors such as the demand
for products,  the size and timing of contracts,  new products and enhancements,


                                       13
<PAGE>



price  competition,  changes in  operating  expenses and  personnel  and general
economic factors.  Therefore,  actual financial  results may vary  significantly
from those projected by us.

Third-Party Claims for Infringement
-----------------------------------

We are not aware that any of our products infringe on the proprietary  rights of
third parties.  There can be no assurance,  however, that third parties will not
claim  such  infringements  by the  Company  with  respect  to current or future
products.  Any such  claims,  with or without  merit,  could be time  consuming,
result in costly  litigation,  or cause product or shipment  delays.  Any of the
foregoing could have adverse  effects on our business,  results of operations or
financial condition.

Dependence of Single Product Line
---------------------------------

Concentration of sales in a single product line for the medical health industry
represents a substantial risk, should market conditions deteriorate.

Foreign Currency
----------------

Our business plan primarily focuses on product  penetration in the United States
and subsequently  worldwide  markets therefore we will be subject to the risk of
foreign currency fluctuations.

Dependence on Large Distributors
--------------------------------

We  anticipate  that  we  will  rely  in  part  on  business  partners  for  the
distribution of our products. This could include a few large distributors in the
United  States.  We may be  impacted  by  negative  business  cycles  or  events
experienced  by  these  distributors.  This  may  lead to a short  or long  term
reduction in revenue.

Competition and Sales Channels
------------------------------

Several  companies  compete  with us in the  syringe  market and there are a few
competitors  in the safety syringe  market.  Most are  substantially  larger and
possess greater  financial  resources than we do. Our future  success,  however,
relies on achieving superior product development by greater concentration on the
needs of the market and faster response to evolving customer requirements. There
can be no  assurance,  however,  that  competitors  will  not  develop  products
superior to our products or achieve greater market  acceptance due to marketing,
sales channels or other factors.

Human Resource Risks and Growth
-------------------------------

Our  success is  largely  dependent  on the  performance  of our key  employees.
Failure to attract and retain key employees with necessary  skills could have an
adverse  impact upon our growth and  profitability.  Our business is expected to
grow over the next three years. If this expansion  occurs, it will likely result
in substantial growth in the number of employees, the scope of our operating and
financial systems and the geographic area of our operations.  This will increase
the responsibilities for both existing and new management personnel, if any. Our
ability to support such  growth,  if it occurs,  will be  dependent  upon having
highly  trained  personnel  in place to conduct  pre-sales  activities,  product
implementation and other customer support services. Our future operating results
will  depend on the ability of our key  managers  and  employees  to continue to
implement and improve our operations,  customer  support and financial  systems.
There can be no  assurance  that we will be able to manage any future  expansion
successfully, and if we cannot manage such growth, our results of operations and
financial health could be adversely affected.

Changes in Number of Employees
------------------------------

During the next 12 months,  depending on the success of our  marketing  plan, we
may be  required  to hire  additional  employees;  however,  we are not  able to
provide a reasonable estimate of the number of such additional employees,  which
may be required at this time.


                                       14
<PAGE>



Production and Quality Control
------------------------------

The manufacturing of products involves a number of steps and requires compliance
with  stringent  quality  control   specifications  imposed  on  us  by  various
regulators.  We may not be able to quickly arrange for replacement manufacturing
if our  manufacturers  are  unable to use their  manufacturing  facilities  as a
result of a fire, natural disaster (including earthquake),  equipment failure or
other  difficulty,  or if such  facilities are deemed not in compliance with the
various  regulators'  requirements and the  non-compliance  could not be rapidly
rectified. The inability or reduced capacity to manufacture or have manufactured
any of our  products  would have a material  adverse  effect on the business and
results of operations.

Government Standards and Regulations
------------------------------------

Our  products  will be subject to  numerous  foreign  government  standards  and
regulations  that are  continually  being amended.  Although we will endeavor to
satisfy foreign  technical and regulatory  standards,  there can be no assurance
that our products will comply with foreign government standards and regulations,
or changes  thereto,  or that it will be cost effective to redesign our products
to  comply  with such  standards  or  regulations.  Our  inability  to design or
redesign products to comply with foreign standards could have a material adverse
effect on our business, financial condition and results of operations.

Product Liability Risk
----------------------

Our  business  will  expose us to  potential  product  liability  risks that are
inherent in the testing,  manufacturing and marketing of medical products. We do
not currently have product  liability  insurance,  and there can be no assurance
that we will be able to obtain or maintain such  insurance on  acceptable  terms
or, if obtained,  that such insurance  will provide  adequate  coverage  against
potential liabilities.

We face an inherent  business  risk of exposure to product  liability  and other
claims in the event that the development or use of our technology or products is
alleged to have resulted in adverse effects.  Such risk exists even with respect
to those products that are manufactured in licensed and regulated  facilities or
that otherwise possess regulatory  approval for commercial sale. There can be no
assurance that we will avoid significant product liability  exposure.  There can
be no  assurance  that  insurance  coverage  will be  available in the future on
commercially  reasonable  terms,  or at all,  or  that  such  insurance  will be
adequate to cover potential product liability claims or that a loss of insurance
coverage  or the  assertion  of a product  liability  claim or claims  would not
materially  adversely  affect our business,  financial  condition and results of
operations.

Although  we have  taken,  and  will  continue  to  take,  what we  believe  are
appropriate  precautions,   there  can  be  no  assurance  that  we  will  avoid
significant  liability  exposure.  An  inability  to  obtain  product  liability
insurance at acceptable cost or to otherwise  protect against  potential product
liability claims could prevent or inhibit the commercialization of the products.
A product  liability claim could have a material adverse effect on the business,
financial condition and results of operations.

Marketing and Channels of Distribution
--------------------------------------

The Syringe.  We anticipate  that we will obtain the  necessary  plastic for the
-----------
injection  molds used to  manufacture  the Syringe  from  various  domestic  and
international  suppliers.  The  engineering  for the  molds  and  dyes  are near
completion. We believe we will be able to readily obtain the necessary packaging
for the  Syringe.  We do not believe that our sales will be affected by seasonal
factors.  Subject to appropriate  capitalization,  we believe that prototypes of
the Syringe will be ready for testing  within the next year.  Shortly  after the
prototypes are ready for testing, we believe we will be able to complete testing
in Canada  and gain the  necessary  regulatory  approvals.  We  believe  we will
complete  the  necessary  United  States  testing as well as secure the required
United States regulatory approval within the next year.

Once testing of the Syringe is completed, and assuming FDA approval is received,
we hope to manufacture, or cause to be manufactured, a specified number of units
of the  Syringe,  which will be  provided,  at no charge,  to a target  group of


                                       15
<PAGE>



physicians for testing.  We plan to provide units to various individuals who are
to form part of the testing group.  These  individuals  will be asked to try the
Syringe and report their findings.  We will then utilize  professionals  such as
doctors and related health care professionals who approve, recommend and endorse
our products,  including the Syringe. Thereafter, we anticipate that the Syringe
will be supplied to large national distributors within specific regions all over
the world.  We  anticipate  that the  distributors  will  thereafter  market the
Syringe to pharmacy and medical supply companies.  Our overall operating plan is
to act as a manufacturer,  selling  directly and only to distributors and retail
chains.  We hope that the product will gain acceptance in the medical  community
and that our skill in positioning and  merchandising our products and technology
will enable us to acquire a commercially reasonable portion of the market.

We plan to focus our initial  marketing efforts in Canada and the United States.
We hope to eventually expand our product marketing and sales into Europe,  South
America,  Central  America,  Mexico and Asia.  We plan to market our products by
advertising in catalogs and medical  journals,  by distributing  brochures (both
written and video), by direct mail and by posters.  Follow-up calls will be made
to promising  prospects.  This approach will be our primary marketing method. It
is  expected  that our  personnel  will attend  various  trade shows and medical
conventions  in  order  to  introduce  the  Syringe  with  the  hope of  gaining
endorsements  and  approvals.  There can be no assurance that we will be able to
successfully  establish  other  methods of  marketing  and sales of our products
should it become necessary or desirable in the future. A significant  portion of
our sales may be made  through  independent  distributors  over which we have no
control and who also will represent  products of other  companies.  We recognize
that in order to increase  market  awareness and the marketing  potential of our
products, we must hire adequate personnel and institute effective advertising in
the most cost effective way.

Liquidity and Capital Resources
-------------------------------

We  believe we have  raised  enough  capital  to allow us to meet our  financial
obligations for a period of at least two months from May 31, 2003, not including
our  current  obligations,  aggregating  $158,334  under  the  British  Columbia
Security  Commission  rescission offer.  However,  this two-month  forecast is a
forward-looking statement that involves risks and uncertainties.  Actual results
could differ  significantly  as a result of these  uncertainties as the forecast
assumes  on-going  support from creditors,  including the obligations  under the
rescission offer, and shareholders.

We had cash  resources of $7,642 at May 31, 2003.  At May 31, 2002,  we had cash
resources of $142,114. On May 31, 2003, total current assets of were $98,859 and
total  current  liabilities  were  $563,323.  At May  31,  2003,  total  current
liabilities  exceeded total current assets by $464,464.  At May 31, 2002,  total
current assets were $169,282 and total current liabilities were $319,537. At May
31, 2002,  total current assets exceeded total current  liabilities by $150,255.
Cash constitutes our current  internal sources of liquidity.  Because we are not
generating  any revenues  from the sale or licensing of our  products,  our only
external source of liquidity is the sale of our capital stock.

Management's plans include  generating future profitable  operations from future
sales of the retractable syringe as well as additional funding from stockholders
in the form of additional share subscriptions.  There can be no assurance that a
market  will  develop  for the  retractable  syringe  or that  additional  share
financings will be available or legally permissible.  Failure to obtain adequate
financing will cause the Company to curtail operations.

Critical Accounting Policies
----------------------------

The Company's  discussion and analysis of its financial condition and results of
operations,  including the  discussion on liquidity and capital  resources,  are
based upon the  Company's  financial  statements,  which have been  prepared  in
accordance with accounting  principles  generally accepted in the United States.
The  preparation  of these  financial  statements  requires  the Company 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 ongoing  basis,  management  re-evaluates  its estimates and
judgments.  Actual  results  could  differ  from these  estimates.  The  Company
believes the following  critical  accounting  policy  requires more  significant
judgment and estimates  used in the  preparation of the  consolidated  financial
statements.

The  consolidated  financial  statements have been prepared on the going concern
basis, which assumes the realization of assets and liquidation of liabilities in
the normal course of operations.  If the Company were not to continue as a going


                                       16
<PAGE>



concern,  it  would  likely  not be able to  realize  on its  assets  at  values
comparable to the carrying  value or the fair value  estimates  reflected in the
balances set out in the preparation of the consolidated financial statements. As
described  elsewhere  in  this  report,  at May  31,  2003,  there  are  certain
conditions that currently exist which raise substantial doubt about the validity
of this assumption.  While the Company  anticipates  raising  additional funding
through  future  profitable  operations and the sale of share  subscriptions  to
remove the  substantial  doubt,  these funds are not  assured.  Failure to raise
additional  funds may result in the  Company  curtailing  operations  or writing
assets and liabilities down to liquidation values, or both.

Operations Review
-----------------

May 31, 2003 and 2002
---------------------

We have  included  audited  financial  statements as at May 31, 2003 and May 31,
2002 in this Annual Report on Form 10-KSB.  The balance sheet as at May 31, 2003
shows a cash balance of $7,642  compared to a $142,114  cash balance at the same
time in the  previous  year.  Amounts  receivable  at May 31, 2003 were  $16,418
compared to an $18,933  balance at the same time in the previous year.  Advances
and  deposits at May 31, 2003 were $11,117  compared to a $9,803  balance at May
31,  2002.  During the year ended May 31,  2002 the Company  wrote off  advances
totaling $168,680 due to the uncertainty of their  recoverability.  Patent costs
as at May 31, 2003 were valued at a nil balance with a decrease of $4,168, which
was reported in the previous year, due to amortization.

During 2003,  through the sale of our capital stock, we increased our additional
paid in capital from $3,464,159 to $4,080,739.  The  accumulated  deficit during
that period  increased from  $3,934,228 to $4,981,506.  The majority of the loss
was related to ongoing business expenses, including, but not limited to:

     o    General and administration expenses were $941,977, up from $641,919 in
          the  previous  year.  Included  in this  year's  figures was the value
          assigned to stock options and shares issued to various consultants for
          services aggregating $283,434. The majority of these services were not
          rendered during the year ended May 31, 2002.
     o    Research and  development  expenses were $105,873,  down from $418,086
          the  previous  year.  Most of these  funds have been  expensed  on the
          development  of the  Syringe  to the point of proof of  concept.  This
          decrease is due to the additional work done on the syringe  proto-type
          in the previous year.
     o    Interest  income was $572 down from $8,306 in the previous year.  This
          decrease is due to the reduction in our cash held during the year.

During  the  year  ended  2003 the  Company  incurred  a net loss of  $1,047,278
compared to a net loss of $1,051,699 for the year-ended May 31, 2002.

Our Plan of Operation For Next 12 Months
----------------------------------------

During the next 12 months, with the appropriate  financing,  we plan to continue
moving forward with the pre-production and production version of the Syringe. We
hope that our efforts will allow us to develop  markets in other  jurisdictions.
We cannot  guarantee,  however,  that we will be able to acquire  the  necessary
regulatory  approval to market the Syringe in additional  markets. We anticipate
developing  relationships with certain  distributors who we hope will facilitate
the  distribution of our products in various  markets.  We will also continue to
research ways to improve the attractiveness of the product and the appeal to the
medical community. We will also pursue other opportunities as they arise.









                                       17
<PAGE>



Item 7. Financial Statements
----------------------------

















                        Consolidated Financial Statements of


                        L.O.M. MEDICAL INTERNATIONAL INC.
                        ---------------------------------

                        (A Development Stage Enterprise)

                        Years ended May 31, 2003 and 2002

































                                       18
<PAGE>








AUDITORS' REPORT TO THE STOCKHOLDERS
------------------------------------


We have audited the consolidated balance sheets of L.O.M. Medical  International
Inc. and subsidiary, a development stage enterprise, as at May 31, 2003 and 2002
and the  related  consolidated  statements  of loss and cash flows for the years
then ended and for the cumulative  period from inception (March 17, 1997) to May
31, 2003 and the consolidated  statements of stockholders'  equity  (deficiency)
and  comprehensive  loss for the period from  inception on March 17, 1997 to May
31, 2003. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated 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 the audit to obtain  reasonable  assurance  about  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 L.O.M.  Medical
International Inc. as at May 31, 2003 and 2002 and the results of its operations
and its cash flows for the years then ended and for the  cumulative  period from
inception  (March 17,  1997) to May 31,  2003,  in  accordance  with  accounting
principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has generated no revenues and  accumulated a
deficit since  inception of $4,981,506.  These factors as discussed in Note 1 a)
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 1a). The  financial  statements do not include any  adjustments  that might
result from the outcome of these uncertainties.



Signed "KPMG LLP"
-----------------

Chartered Accountants



Kelowna, Canada

July 18, 2003













                                       19
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

<TABLE>
<CAPTION>
Consolidated Balance Sheets
$ United States

May 31, 2003 and 2002

================================================================================================================
                                                                                        2003                2002
----------------------------------------------------------------------------------------------------------------

Assets
------

<S>                                                                         <C>                 <C>
Current assets:
     Cash                                                                   $        7,642      $      142,114
     Amounts receivable                                                             16,418              18,933
     Prepaid expenses (note 2)                                                      71,799               8,235
     -----------------------------------------------------------------------------------------------------------
                                                                                    98,859             169,282

Deposits (note 3)                                                                   11,117               9,803

Property, plant and equipment (note 4)                                              17,270              28,564

Patent costs                                                                             -               4,168

----------------------------------------------------------------------------------------------------------------
                                                                            $      124,246      $      211,817
================================================================================================================

Liabilities and Stockholders' Deficiency
----------------------------------------

Current liabilities:
     Accounts payable and accrued liabilities (note 5)                      $      516,837      $      319,537
     Convertible promissory notes (notes 6 and 12)                                  46,486                   -
     -----------------------------------------------------------------------------------------------------------
                                                                                   563,323             319,537

Minority interest (note 7)                                                         321,469             288,491

Share subscriptions (note 8(a))                                                    100,605              34,375

Stockholders' deficiency:
     Capital stock (notes 5 and 8)
       5,000,000   preferred shares with a par value of $0.001 per
                   share authorized
       50,000,000  common shares with a par value of $0.001 per
                   share authorized, 6,311,813 issued
                   (May 31, 2002 - 6,178,446 issued), net of treasury
                   stock of 52,073 (May 31, 2002 - 84,436)                           6,312               6,179
     Additional paid-in capital                                                  4,080,739           3,464,159
     Deficit accumulated during the development stage                           (4,981,506)         (3,934,228)
     Accumulated other comprehensive income                                         33,304              33,304
     -----------------------------------------------------------------------------------------------------------
                                                                                  (861,151)           (430,586)
Going concern (note 1 (a))
Commitments (note 10)
Subsequent events (note 13)
Contingent liabilities (note 14)
----------------------------------------------------------------------------------------------------------------
                                                                            $      124,246      $      211,817
================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements

On behalf of the board:

                            Director
---------------------------


                                       20
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

<TABLE>
<CAPTION>
Consolidated Statements of Loss
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

========================================================================================================
                                                  From inception
                                                (March 17, 1997)
                                                 to May 31, 2003                2003                2002
--------------------------------------------------------------------------------------------------------

<S>                                           <C>                   <C>                 <C>
Expenses:
     General and administration               $      3,704,945      $      941,977      $      641,919
     Research and development                        1,399,379             105,873             418,086
     ---------------------------------------------------------------------------------------------------
                                                     5,104,324           1,047,850           1,060,005

--------------------------------------------------------------------------------------------------------
Loss from operations                                (5,104,324)         (1,047,850)         (1,060,005)

Interest income                                        122,818                 572               8,306

--------------------------------------------------------------------------------------------------------
Loss                                          $     (4,981,506)     $   (1,047,278)     $   (1,051,699)
========================================================================================================


Weighted average number of common shares,
   basic and diluted                                 5,205,373           6,247,862           6,158,450

Loss per share, basic and diluted             $          (0.96)     $        (0.17)     $        (0.17)
========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements






























                                       21
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

===================================================================================================================================
                                                                             From inception
                                                                           (March 17, 1997)
                                                                            to May 31, 2003                2003                2002
-----------------------------------------------------------------------------------------------------------------------------------

Cash flows provided by (used in):

<S>                                                                      <C>                   <C>                 <C>
Operating activities:
   Loss for the period                                                   $     (4,981,506)     $   (1,047,278)     $   (1,051,699)

   Items not involving cash
     Amortization                                                                 101,551              16,306              18,691
     Amortization of discount on convertible promissory notes                      32,935              32,935                   -
     Gain on sale of fixed assets                                                  (2,659)                  -                   -
     Write-down of product rights and patent costs                                374,128                   -                   -
     Subscription for common shares for consulting services                         1,625               1,625                   -
     Common shares issued for consulting services                                 109,584              91,984              17,600
     Compensation cost of stock options issued for services (note 8)              486,719             191,450                   -
     Foreign exchange loss (gain) on redeemable preferred shares                   19,742              32,978             (13,236)
     Write-down of advances and deposits                                          168,680                   -             168,680
     Common shares issued in lieu of cash payment of
       interest on convertible promissory notes                                       255                 255                   -

   Changes in non-cash working capital
     Amounts receivable                                                           (16,418)              2,515              29,173
     Prepaid expenses                                                             (71,799)            (63,564)             (6,780)
     Accounts payable and accrued liabilities                                     351,652             256,313             (16,744)
     ------------------------------------------------------------------------------------------------------------------------------
                                                                               (3,425,511)           (484,481)           (854,315)
Financing activities:
     Issuance of capital stock                                                  2,746,747             193,198             287,474
     Issuance of convertible debentures                                            72,639              72,639                   -
     Common shares rescinded or repurchased                                       (47,226)                  -             (47,226)
     Proceeds from subscriptions for shares                                       996,049              86,330              34,375
     ------------------------------------------------------------------------------------------------------------------------------
                                                                                3,768,209             352,167             274,623
Investing activities:
     Deposits                                                                    (179,797)             (1,314)            (17,068)
     Proceeds on disposition of property, plant and equipment                       6,189                   -                   -
     Acquisition of property, plant and equipment                                (104,352)               (844)             (2,278)
     Acquisition of product rights                                                (90,577)                  -                   -
     ------------------------------------------------------------------------------------------------------------------------------
                                                                                 (368,537)             (2,158)            (19,346)

Effects of change in exchange rates on cash                                        33,481                   -                   -
-----------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                                         7,642            (134,472)           (599,038)

Cash, beginning of period                                                               -             142,114             741,152
-----------------------------------------------------------------------------------------------------------------------------------
Cash, end of period                                                      $          7,642      $        7,642      $      142,114
===================================================================================================================================









                                       22
<PAGE>


<CAPTION>
L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows (continued)
$ United States

For the years ended May 31, 2003 and 2002 and cumulative from inception (March
17, 1997) to May 31, 2003

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

<S>                                                                      <C>                   <C>                 <C>
Supplementary information
   Interest paid                                                         $              -      $            -      $            -
   Income taxes paid                                                                    -                   -                   -
Non-cash financing and investing activities
   Issuance of redeemable preferred shares for product rights                     309,677                   -                   -
   Common shares issued for conversion of share subscriptions                     909,719              34,375              22,100
   Common shares issued for consulting services                                   109,584              91,984              17,600
   Common shares rescinded and cancelled                                           46,226                   -              46,226
   Subscriptions for common shares for consulting services                          1,625               1,625                   -
   Common shares issued upon conversion of convertible promissory
     notes and accrued interest                                                     1,293               1,293                   -
   Subscriptions for common shares upon conversion of convertible
     promissory notes and accrued interest                                         12,650              12,650                   -
   Compensation cost of stock options issued for services (note 8(b))             486,719             191,450                   -
   Unpaid amount related to rescinded shares (note 5(a))                          217,347                   -             217,347
   Unpaid amount related to returned shares (note 5(a))                            65,864              59,013               6,851
===================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements


































                                       23
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

<TABLE>
<CAPTION>
Consolidated Statement of Stockholders' Equity (Deficiency) and Comprehensive
Loss
$ United States

Period from inception (March 17, 1997) to May 31, 2003

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

                                              Capital Stock                            Deficit
                                        --------------------------                 Accumulated     Accumulated           Total
                                              Number                  Additional    During the           Other   Stockholders'
                                           of Common                     Paid in   Development   Comprehensive          Equity
                                              Shares        Amount       Capital         Stage          Income    (Deficiency)
---------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>         <C>           <C>           <C>           <C>             <C>
Common shares issued on incorporation             3   $         1   $         -   $         -   $           -   $           1

Comprehensive income (loss):
  Loss                                            -             -             -      (138,272)              -        (138,272)
  Foreign currency translation                    -             -             -             -          13,582          13,582
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                   (124,690)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 1997                             3             1             -      (138,272)         13,582        (124,689)

Common shares issued to founders
  and others at $0.001                    4,210,090         4,210             -             -               -           4,210

Common shares issued at $1.00
net of share issue costs                    668,154           668       469,887             -               -         470,555

Common shares issued at $1.00 on
  conversion of share subscriptions         605,000           605       604,395             -               -         605,000

Comprehensive income (loss):
  Loss                                            -             -             -      (293,239)              -        (293,239)
  Foreign currency translation                    -             -             -             -          (7,294)         (7,294)
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                   (300,533)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 1998                     5,483,247         5,484     1,074,282      (431,511)          6,288         654,543

Common shares issued on
  November 30, 1998 at $3.25
  net of share issue costs                   36,300            36        96,726             -               -          96,762

Comprehensive income (loss):
  Loss                                            -             -             -      (726,055)              -        (726,055)
  Foreign currency translation                    -             -             -             -          17,038          17,038
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                   (709,017)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 1999                     5,519,547         5,520     1,171,008    (1,157,566)         23,326          42,288

Common shares issued on
  April 17, 2000 at $3.25
  net of share issue costs                  307,610           308       967,335             -               -         967,643

Common shares issued on
  May 10, 2000 at $3.25 on
  conversion of share
  subscriptions                              19,302            19        62,712             -               -          62,731

Comprehensive income (loss):
  Loss                                            -             -             -      (508,835)              -        (508,835)
  Foreign currency translation                    -             -             -             -           9,978           9,978
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                   (498,857)
---------------------------------------------------------------------------------------------------------------------------------

Balance, May 31, 2000                     5,846,459   $     5,847   $ 2,201,055   $(1,666,401)  $      33,304   $     573,805
=================================================================================================================================






                                       24
<PAGE>


<CAPTION>
L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive
Income (continued)
$ United States

For the period from inception on March 17, 1997 to May 31, 2003

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

                                              Capital Stock                            Deficit
                                        --------------------------                 Accumulated     Accumulated           Total
                                              Number                  Additional    During the           Other   Stockholders'
                                           of Common                     Paid in   Development   Comprehensive          Equity
                                              Shares        Amount       Capital         Stage          Income    (Deficiency)
---------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>         <C>           <C>           <C>           <C>             <C>
Balance, May 31, 2000,
  carried forward                         5,846,459   $     5,847   $ 2,201,055   $(1,666,401)  $      33,304   $     573,805

Common shares issued on
  September 22, 2000 for
  cash at $3.25 net of share
  issue costs                               249,271           250       726,654             -               -         726,904

Common shares issued on
  December 19, 2000 at $3.25
  on conversion of share
  subscriptions                              57,081            57       185,456             -               -         185,513

Compensation costs for
  stock options issued for
  services                                        -             -       295,269             -               -         295,269

Comprehensive income (loss):
  Loss                                            -             -             -    (1,216,128)              -      (1,216,128)
  Foreign currency translation                    -             -             -             -               -               -
---------------------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                                                                                 (1,216,128)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 2001                     6,152,811   $     6,154   $ 3,408,434   $(2,882,529)  $      33,304   $     565,363

Common shares issued on
  August 31, 2001 at $3.25
  on conversion of share
  subscriptions                               6,800             7        22,093             -               -          22,100

Common shares issued for cash
  on October 11, 2001 at $3.25, net
  of share issue costs                       38,211            38       110,245             -               -         110,283

Common shares issued for cash
  on January 10, 2002 at $3.25                5,020             5        16,310             -               -          16,315

Common shares issued for cash
  on January 10, 2002 at $2.41               47,697            47       114,903             -               -         114,950

Common shares issued for consulting
  services rendered on January 10, 2002
  at $2.41                                    7,303             7        17,593             -               -          17,600

Shares rescinded and cancelled
  on February 22, 2002                     (18,702)           (19)      (46,207)            -               -         (46,226)

Common shares issued for cash
  on April 2, 2002 at $3.25                   2,880             3         9,357             -               -           9,360

Common shares issued for cash
  on April 2, 2002 at $2.41                  10,400            10        25,054             -               -          25,064




                                       25
<PAGE>


<CAPTION>
L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive
Income (continued)
$ United States

Period from inception (March 17, 1997) to May 31, 2003

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

                                              Capital Stock                            Deficit
                                        --------------------------                 Accumulated     Accumulated           Total
                                              Number                  Additional    During the           Other   Stockholders'
                                           of Common                     Paid in   Development   Comprehensive          Equity
                                              Shares        Amount       Capital         Stage          Income    (Deficiency)
---------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>         <C>           <C>           <C>           <C>             <C>
Common shares issued for cash
  on April 2, 2002 at $1.00                  10,000            10         9,990             -               -          10,000

Common shares issued for cash
  on April 24, 2002 at $3.25                    462             1         1,501             -               -           1,502

Comprehensive loss                                -             -             -    (1,051,699)              -      (1,051,699)
---------------------------------------------------------------------------------------------------------------------------------
                                          6,262,882         6,263     3,689,273    (3,934,228)         33,304        (205,388)

Shares rescinded and retained
  as treasury stock                         (81,231)          (81)     (217,266)            -               -        (217,347)

Shares repurchased and retained
  as treasury stock                          (3,205)           (3)       (7,848)            -               -          (7,851)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 2002                     6,178,446   $     6,179   $ 3,464,159   $(3,934,228)  $      33,304   $    (430,586)

Common shares issued on conversion
  on share subscriptions on
  August 30, 2002 at $3.25, net
  of share issue costs                       10,693            11        34,364             -               -          34,375

Common shares issued for cash on
  October 29, 2002 at $2.485                    165             -           410             -               -             410

Common shares issued for cash on
  October 29, 2002 at $2.61, net
  of share issue costs                       16,935            17        44,183             -               -          44,200

Common shares issued for cash on
  October 29, 2002 at $2.70, net
  of share issue costs                       14,923            15        40,275             -               -          40,290

Common shares issued for cash on
  October 29, 2002 at $3.25                     500             -         1,625             -               -           1,625

Common shares issued for cash on
  October 29, 2002 at $4.40                  14,546            15        63,985             -               -          64,000

Common shares issued for consulting
  services on October 29, 2002 at $3.09      23,827            24        73,636             -               -          73,660

Common shares issued for cash on
  February 28, 2003 at $3.25                 11,630            12        37,786             -               -          37,798

Common shares issued for consulting
  services on February 28, 2003 at $3.25      4,638             5        15,069             -               -          15,074




                                       26
<PAGE>


<CAPTION>
L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive
Income (continued)
$ United States

Period from inception (March 17, 1997) to May 31, 2003

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

                                              Capital Stock                            Deficit
                                        --------------------------                 Accumulated     Accumulated           Total
                                              Number                  Additional    During the           Other   Stockholders'
                                           of Common                     Paid in   Development   Comprehensive          Equity
                                              Shares        Amount       Capital         Stage          Income    (Deficiency)
---------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>         <C>           <C>           <C>           <C>             <C>
Common shares issued on
  February 28, 2003 at $2.00 upon
  conversion of convertible promissory note     323             -           646             -               -             646

Common shares issued for cash
  on May 20, 2003 at $3.25                    1,500             1         4,874             -               -           4,875

Common shares issued on
  May 20, 2003 at $2.00 upon
  conversion of convertible promissory note     324             -           647             -               -             647

Common shares issued for consulting
  services on May 20, 2003 at $3.25           1,000             1         3,249             -               -           3,250

Share rescission retracted (note 5(a))       32,363            32        58,981             -               -          59,013

Beneficial conversion option on
  convertible promissory notes (note 6)           -             -        45,400             -               -          45,400

Compensation cost of options issued
  for services (note 8 (b))                       -             -       191,450             -               -         191,450

Comprehensive loss:
  Loss                                            -             -             -    (1,047,278)              -      (1,047,278)
---------------------------------------------------------------------------------------------------------------------------------
Balance, May 31, 2003                     6,311,813   $     6,312   $ 4,080,739   $(4,981,506)  $      33,304   $    (861,151)
=================================================================================================================================
</TABLE>























                                       27
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 1
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

L.O.M. Medical  International Inc. (the "Company") was incorporated on March 17,
1997 under the General  Corporation  Laws of the State of Delaware.  The Company
conducts research and development on new products in the medical field including
a retractable syringe. Operations effectively commenced on June 1, 1997.

1.   Significant accounting policies:
-------------------------------------

     a)   Going concern:

          These  financial  statements  have been  prepared by management on the
          going concern basis in accordance with accounting principles generally
          accepted  in  the  United   States  of  America,   which  assumes  the
          realization of assets and  liquidation of liabilities  and commitments
          in the  normal  course  of  business.  As  shown  in the  consolidated
          financial statements,  to date, the Company has generated no revenues,
          has a working  capital  deficiency and has accumulated a deficit since
          inception of $4,981,506. These factors, as well as an upcoming hearing
          of the Company and the Company's  president and sole director with the
          British Columbia Securities Commission,  raise substantial doubt about
          the Company's ability to continue as a going concern (see note 14(a)).
          The  Company's  ability to continue as a going concern is dependent on
          its  ability to  generate  future  profitable  operations  and receive
          continued financial support from its stockholders and other investors.
          The consolidated  financial  statements do not include any adjustments
          that might result from the outcome of this uncertainty.

          In the short-term,  management's  plans involve  obtaining  additional
          funding   from   stockholders   in  the  form  of   additional   share
          subscriptions  to support  continued  operations.  In the longer term,
          management's  plans include  generating future  profitable  operations
          from  future  sales  of  the  retractable  syringe.  There  can  be no
          assurance  that a market will develop for the  retractable  syringe or
          that  additional   share  financings  will  be  available  or  legally
          permissible  (note  14(a)).  Failure to obtain  adequate  financing to
          continue  current  development  activities  will cause the  Company to
          curtail operations and possible liquidate its assets.

     b)   Basis of presentation:

          The  consolidated  financial  statements  include the  accounts of the
          Company and its 96% owned  subsidiary,  L.O.M.  Laboratories  Inc. All
          significant   inter-company   balances  and  transactions   have  been
          eliminated.

     c)   Translation of financial statements:

          The  functional  currency  of the Company  and its  subsidiary  is the
          United  States  dollar.  Accordingly,  the  method of  translation  of
          foreign currency denominated balances into the United States dollar is
          as follows:

          i)   Monetary  assets and  liabilities  are  translated at the rate of
               exchange in effect at the balance sheet date,  being US $1.00 per
               Cdn $1.3708 (2002 - $1.5275).

          ii)  Non-monetary assets and liabilities are translated at the rate of
               exchange  in effect at the date the  transaction  occurred.

          iii) Revenues  and  expenses are  translated  at the exchange  rate in
               effect at the transaction date.

          The net  adjustment  arising from the  translation  is included in the
          consolidated statement of loss.

     d)   Cash and cash equivalents:

          The Company  considers  all highly  liquid  securities  with a term to
          maturity of three months or less when acquired to be cash equivalents.


                                       28
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 2
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

1.   Significant accounting policies (continued):
-------------------------------------------------

     e)   Property, plant and equipment:

          Property,  plant and  equipment  are  recorded at cost.  The  carrying
          values of  property,  plant and  equipment  are  reviewed on a regular
          basis for the existence of facts and  circumstances,  both  internally
          and externally, that may suggest impairment.  Amortization is provided
          using the  following  methods and annual  rates which are  intended to
          amortize  the cost of the plant,  property  and  equipment  over their
          estimated useful life:

          ======================================================================
                                                           Method       Rate
          ----------------------------------------------------------------------

          Leasehold improvements                    Straight-line        20%
          Computer software                     Declining balance        50%
          Equipment                             Declining balance        30%
          Furniture and fixtures                Declining balance        20%
          ----------------------------------------------------------------------

     f)   Patent costs:

          Patent  costs  relate to amounts paid to acquire the rights to produce
          and distribute  products as well as the costs  associated  with patent
          applications. These costs are being amortized on a straight-line basis
          over five years.

     g)   Research and development:

          Research and development costs are expensed as incurred.

     h)   Income taxes:

          The  Company  accounts  for  income  taxes by the asset and  liability
          method. Under the asset and liability method,  deferred tax assets and
          liabilities   are   recognized   for  the  future   tax   consequences
          attributable to differences  between the financial  statement carrying
          amounts of existing assets and  liabilities  and their  respective tax
          bases and operating loss and tax credit  carry-forwards.  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 effect on
          deferred  tax  assets  and  liabilities  of a change  in tax  rates is
          recognized in income in the period that  includes the enactment  date.
          To the extent  that it is not  considered  to be more  likely than not
          that a deferred tax asset will be realized,  a valuation  allowance is
          provided.

     i)   Loss per share:

          Basic loss per share has been  calculated  using the weighted  average
          number of common shares  outstanding during the period. In calculating
          diluted loss per share,  the Company  considers the dilutive effect of
          assuming the full  exercise of stock  options (note 8(b)) and warrants
          (note  8(c)).  However,  as  the  Company  has a loss  in all  periods
          presented,  all such securities are  anti-dilutive and therefore basic
          and diluted loss per share are the same.






                                       29
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 3
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

1.   Significant accounting policies (continued):
-------------------------------------------------

     j)   Stock option plan:

          The Company has a stock option plan whereby  employees of the Company,
          directors,  consultants  and other persons could be granted options to
          subscribe  for common shares of the Company.  The aggregate  number of
          common  shares,  which  may be issued  upon  exercise  of all  options
          pursuant  to the Plan,  shall not exceed  3,000,000.  Options  granted
          pursuant to this plan vest on issuance  and have  exercise  periods of
          not more than ten years from the date of grant.  The exercise price of
          the options is as follows:

          i)   For incentive  stock  options  granted to an employee who, at the
               time the option is granted,  owns shares and possessing less than
               10% of the total combined voting power of all classes of stock of
               the Company,  the  exercise  price shall not be less than 100% of
               the fair market value of the Company's  common shares at the date
               of grant.

          ii)  For incentive  stock  options  granted to an employee who, at the
               time the option is granted,  owns shares and possessing more than
               10% of the total combined voting power of all classes of stock of
               the Company,  the  exercise  price shall not be less than 110% of
               the fair market value of the Company's  common shares at the date
               of grant,  and such  options  shall  expire no later than 5 years
               from the grant date.

          iii) For all other stock options, the exercise price shall not be less
               than 85% of the fair market value of the Company's  common shares
               at the date of grant.

          The Company applies APB Opinion No. 25 in accounting for stock options
          granted to employees whereby compensation cost is recorded only to the
          extent that the market price exceeds the exercise price at the date of
          grant.  Options  granted to  non-employees  are accounted for at their
          fair  value  as the  related  services  are  provided  and the  equity
          instruments are earned.

          As  disclosed  above,  the  Company  applies  APB  Opinion  No.  25 in
          accounting  for its stock  options  issued to directors  and employees
          (see note 8(b)) and,  accordingly,  because  options  granted to these
          individuals have been granted at the market price of its common shares
          on the grant date, no  compensation  cost has been  recognized for its
          stock  options  in the  consolidated  financial  statements.  Had  the
          Company  determined  compensation costs based on the fair value of its
          stock options at the grant date under the fair value method prescribed
          by SFAS No. 123, the  Company's  loss and loss per share for the years
          ended May 31, 2003 and 2002 would have been increased to the pro forma
          amounts below:

          ======================================================================
                                                          2003            2002
          ----------------------------------------------------------------------

          Loss
            As reported                           $  1,047,278    $  1,051,699
            Pro forma                                1,990,278       1,051,699
          Loss per share, basic and diluted
            As reported                                 $(0.17)         $(0.17)
            Pro forma                                   $(0.32)         $(0.17)
          ======================================================================


                                       30
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 4
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

1.   Significant accounting policies (continued):
-------------------------------------------------

          The fair value of  $943,000 of the options  granted to  directors  and
          employees has been determined under the Black Scholes Method using the
          expected life of the options, volatility factor of 80%, risk-free rate
          of 2.75% and no expected dividend yield.

     k)   Recent accounting pronouncements:

          In June 2001,  the FASB  issued  SFAS No.  143,  Accounting  for Asset
          Retirement Obligations. Statement 143 requires companies to record the
          fair value of a liability  for an asset  retirement  obligation in the
          period in which it is incurred.  The associated asset retirement costs
          are  capitalized  as part of the  carrying  amount  of the  long-lived
          asset. SFAS No. 143 will be effective for the Company beginning May 1,
          2004.  The  provisions  of this  statement  are not expected to have a
          material  impact on the  Company's  financial  position  or results of
          operations.

          In July 2002,  the FASB  issued  SFAS No.  146,  Accounting  for Costs
          Associated  with Exit or Disposal  Activities.  Statement 146 requires
          companies  to  recognize  costs   associated  with  exit  or  disposal
          activities  when  they  are  incurred  rather  than  at the  date of a
          commitment to an exit or disposal  plan.  Statement 146 will supersede
          accounting  guidance  previously  provided  by EITF  Issue  No.  94-3,
          Liability  Recognition for Certain Employee  Termination  Benefits and
          Other Costs to Exit an Activity (including Certain Costs Incurred in a
          Restructuring).  SFAS No. 146 will be applied prospectively to exit or
          disposal activities  initiated after December 31, 2002. The provisions
          of this  statement  are not expected to have a material  impact on the
          Company's financial position or results of operations.

          In November 2002, the FASB issued  Interpretation  No. 45, Guarantor's
          Accounting  and  Disclosure  Requirements  for  Guarantees,  Including
          Indirect  Guarantees of Indebtedness of Others.  Interpretation No. 45
          elaborates   on  the  existing   disclosure   requirements   for  most
          guarantees,  including  loan  guarantees  such as  standby  letters of
          credit.  It  also  clarifies  that  at the  time a  company  issues  a
          guarantee,  the company must recognize and record an initial liability
          for the fair value of the  obligations it assumes under that guarantee
          and must disclose that information in its interim and annual financial
          statements. The initial recognition and initial measurement provisions
          apply on a prospective  basis to guarantees  issued or modified  after
          December  31,  2002.  Implementation  of  this  interpretation  is not
          expected to have a material effect on the Company's financial position
          or results of operations.

          In January 2003, the FASB issued  Interpretation No. 46, Consolidation
          of  Variable   Interest   Entities.   The   interpretation   addresses
          consolidation  of certain  entities in which  equity  investors do not
          have the characteristics of a controlling financial interest or do not
          have  sufficient  equity  at  risk  for  the  entity  to  finance  its
          activities  without  additional  subordinated  financial  support from
          other  parties.  The  consolidation  provision  of the  interpretation
          applies  immediately to variable  interest  entities  created,  and to
          variable  interest  entities in which the Company obtains an interest,
          after January 31, 2003. The Company will also be required to apply the
          consolidation  provisions of the interpretation as of the beginning of
          is second  quarter of fiscal 2004 to variable  interest  entities,  if
          any, in which the Company s interest was acquired prior to February 1,
          2003.  Implementation of Interpretation No. 46 is not expected to have
          a material  effect on the Company's  financial  position or results of
          operations.


                                       31
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 5
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

1.   Significant accounting policies (continued):
-------------------------------------------------

          In May 2003,  the FASB  issued SFAS No.  150,  Accounting  for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity.  SFAS No. 150  requires  that  certain  financial  instruments
          issued in the form of shares that are  mandatorily  redeemable as well
          as certain other financial instruments be classified as liabilities in
          the  financial  statements.  SFAS No. 150 is effective  for  financial
          instruments   entered  into  or  modified  after  May  31,  2003.  The
          provisions  of this  statement  are not  expected  to have a  material
          impact on the Company's  consolidated financial position or results of
          operations.

     l)   Use of estimates:

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


2.   Prepaid expenses:
----------------------

Prepaid  expenses  are  primarily  comprised  of  advances  to a third  party to
construct  production molds of the Company's  retractable  syringe. The advances
are  unsecured,  non-interest  bearing  and will be applied  against the cost of
producing the molds as work progresses.


3.   Deposits:
--------------

The deposits are non-interest bearing, unsecured and refundable at the option of
the Company.


4.   Property, plant and equipment:
-----------------------------------

     ===========================================================================
                                                                            2003
     ---------------------------------------------------------------------------
                                                       Accumulated      Net book
                                              Cost    amortization         value
     ---------------------------------------------------------------------------

     Leasehold improvements             $   27,919      $   27,919    $        -
     Computer software                       9,930           8,409         1,521
     Equipment                              32,129          24,988         7,141
     Furniture and fixtures                 23,975          15,367         8,608

     ---------------------------------------------------------------------------
                                       $   93,953      $   76,683    $   17,270
     ===========================================================================




                                       32
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 6
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

4.   Property, plant and equipment (continued)
----------------------------------------------

     ===========================================================================
                                                                            2002
     ---------------------------------------------------------------------------
                                                       Accumulated      Net book
                                              Cost    amortization         value
     ---------------------------------------------------------------------------

     Leasehold improvements             $   27,919      $   22,335    $    5,584
     Computer software                       9,930           6,886         3,044
     Equipment                              31,285          22,107         9,178
     Furniture and fixtures                 23,975          13,216        10,759

     ---------------------------------------------------------------------------
                                        $   93,109     $    64,545    $   28,564
     ===========================================================================


5.   Accounts payable:
----------------------

     a)   Share rescission payable:

          During the year ended May 31 2002, the Company  engaged in discussions
          with staff of the British Columbia Securities  Commission (the "BCSC")
          concerning the  distribution of the Company's  common stock to certain
          residents  of British  Columbia.  Staff of the BCSC took the  position
          that  the  distribution  of  certain  shares  may  not  have,  in  all
          circumstances,  satisfied the prospectus exemption  requirements under
          the Securities Act (British Columbia).

          In order to resolve  the  concerns  of staff of the BCSC,  the Company
          agreed to make an offer of  rescission  (the  "Rescission  Offer")  to
          purchasers  of  its  common  stock   residing  in  British   Columbia.
          Stockholders  who  acquired  99,933 of common  stock from the  Company
          prior  to  May  31,  2001  for  aggregate  proceeds  of  approximately
          $263,573, exercised their right of rescission. As of May 31, 2003, the
          Company has repaid  $46,226 of the $263,573.  In addition,  during the
          year  ended  May 31,  2003,  32,363  shares  were  retracted  from the
          rescission offer by the original purchaser, resulting in a decrease in
          the   liability  of  $59,013.   These  shares  were  returned  to  the
          shareholder  and removed from treasury  stock.  The remaining  balance
          payable of  $158,334  as at May 31,  2003,  is  included  in  accounts
          payable and accrued liabilities on the consolidated balance sheet. The
          company does not have sufficient funds to repay this liability at this
          time. (see note 14(a))










                                       33
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 7
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

5.   Accounts payable (continued):
----------------------------------

     b)   Disputed amounts:

          Included in  accounts  payable  and  accrued  liabilities  are amounts
          payable  to  a  supplier  and  a  consultant   aggregating   $115,606.
          Management is disputing the validity of these amounts.  Any additional
          costs or recoveries  to the Company in respect of these  disputes will
          be recorded in the period in which the matters are settled.

     c)   Related party balances:

         Included in accounts payable and accrued liabilities is $40,123 due to
         the President for advances made to the Company. This amount is subject
         to a promissory note, which is unsecured, due on demand, bears no
         interest and has no scheduled repayment terms. Also included in
         accounts payable and accrued liabilities are management fees payable to
         the President of $123,013 and office and administrative fees payable to
         the President's spouse of $2,370. (see note 9)


6.   Convertible promissory notes:
----------------------------------

     During  the  year  ended  May 31,  2003,  the  Company  issued  convertible
     promissory  notes for aggregate cash proceeds of $72,639.  The  convertible
     promissory notes bear interest at 7.25%, are unsecured and are due June 30,
     2003.  The original  principal of the notes is convertible to common shares
     at $2.00  per  share.  Accrued  and  unpaid  interest  on the notes was not
     originally convertible to common shares, however subsequent to the issuance
     of the notes  management  and the note holders agreed to convert any unpaid
     interest at the conversion date at $2.00 per share as well.

     A  deemed  discount  existed  at the  date  of  issue  of  the  convertible
     promissory notes due to a beneficial  conversion  option, as the notes were
     convertible into common shares at a price that was less than the fair value
     of the  common  shares  at the  date of  issuance.  Accordingly,  a  deemed
     discount  relating  to the  beneficial  conversion  option of  $45,400  was
     recorded and is being  amortized  over the period from the issuance date to
     the  maturity  date of June 30,  2003 in  accordance  with  issue 6 of EITF
     00-27.

     During the year ended May 31, 2003,  $13,688 of the convertible  promissory
     notes plus  accrued  interest  were  converted  into 647 common  shares and
     subscriptions for 6,325 common shares of the Company.

     ===========================================================================
     Convertible promissory notes                                   $    58,951

     Unamortized discount related to the beneficial
     conversion option                                                  (12,465)
     ---------------------------------------------------------------------------
                                                                    $    46,486
     ===========================================================================






                                       34
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 8
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

7.   Minority interest:
-----------------------

     The Company's  subsidiary has redeemable  preferred  shares  outstanding as
     follows:

     ===========================================================================
                                                             2003        2002
     ---------------------------------------------------------------------------

     Issued:
         4,000 Class C preferred shares with a
         par value of $100 Cdn redeemable at
         $110.16 Cdn per share at the option
         of the holder. Each share is entitled
         to a fixed non-cumulative dividend at
         the rate of 9% per annum payable as
         determined by the Directors of the Company.      321,469    288,491
     ===========================================================================


8.   Capital stock:
-------------------

     a)   Share subscriptions:

          As at May 31, 2002, the Company had received share  subscriptions  for
          10,693  common  shares at $3.25 per share for net proceeds of $34,375.
          During the year ended May 31,  2003,  the Company  issued these shares
          and received  additional share  subscriptions for 11,337 common shares
          at $3.25 per share for net proceeds of $36,845,  19,394  common shares
          at $2.50 per share for net proceeds of $48,485,  455 common  shares at
          $2.20 per share for net  proceeds  of  $1,000,  500  common  shares in
          exchange for services received prior to May 31, 2003 having a value of
          $1,625,  as well as 6,325  shares at a price of $2.00  per share  upon
          receipt of a notice of conversion  for a convertible  promissory  note
          plus  interest  of  $12,650.  All  subscription  proceeds  and related
          services  were  received by the Company prior to May 31, 2003 and were
          issued subsequent to May 31, 2003.

     b)   Stock options:

          The Company has the following stock options outstanding:

<TABLE>
<CAPTION>
          ========================================================================================
                                                               2003                         2002
                                                   Weighted average             Weighted average
                                          Shares     exercise price    Shares     exercise price
          ----------------------------------------------------------------------------------------

<S>                                      <C>                  <C>     <C>                  <C>
          Balance, beginning of year     340,417              $3.36   340,417              $3.36
          Issued                         359,833               3.42         -                  -
          Exercised                            -                  -         -                  -
          Expired or cancelled                 -                  -         -                  -
          ----------------------------------------------------------------------------------------
          Balance, end of year           700,250              $3.39   340,417              $3.36
          ========================================================================================
</TABLE>

          At May 31,  2003,  all  options  were  vested.  The  weighted  average
          remaining  contractual  life of the outstanding  options was 7.7 years
          (2002 - 6.8 years).


                                       35
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 9
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

8.   Capital stock (continued):
-------------------------------

          During the year ended May 31, 2003, the Company granted 359,833 common
          share stock purchase options.  124,333 of the options have an exercise
          price of $3.73 per share,  while the remaining 235,500 options have an
          exercise  price of $3.25 per share.  124,333 of the options  expire on
          January  24,  2008,  while the  remaining  235,500  options  expire on
          January 24, 2013. All options are fully vested.

          71,750 of the options were granted to non-employees for services.  The
          fair  value of the  options  of  $191,450  was  determined  using  the
          Black-Scholes  method  using the life of the  options as the  expected
          life, volatility factor of 80%, risk free rate of 2.75% and no assumed
          dividend rate and has been included in the  determination  of the loss
          for the period.

     c)   Warrants:

          3,076,405   warrants  were  issued  during  fiscal  2001  to  existing
          shareholders representing 1/2 warrant for each common share held. Each
          whole  warrant  entitles  the holder of such  warrant to purchase  one
          common  share for $5.00 per share.  Each warrant  expires  ninety days
          after the first  transaction  in the  Company's  shares  occurs on the
          Over-the-Counter Bulletin Board.

     d)   Treasury stock:

          Treasury   stock  consists  of  the  99,933  shares  of  common  stock
          originally acquired under the rescission order (note 5(a)) less 18,702
          shares of common  stock that were  cancelled,  less  32,363  shares of
          common  stock for  which the  rescission  offer was  retracted  by the
          original purchaser plus 3,205 shares which were repurchased separately
          and are being  held as  treasury  stock for  total  treasury  stock of
          52,073 shares.


9.   Related party transactions:
--------------------------------

     The Company entered into the following transactions with related parties:

<TABLE>
<CAPTION>
     ==========================================================================================================
                                                                                            2003        2002
     ----------------------------------------------------------------------------------------------------------
     Counseling fees paid to a director                                                        -      18,000
<S>                                                                                      <C>         <C>
     Management fees paid or accrued to president (see note 5)                           172,547     114,142
     Office and administration fees paid to president's spouse (see note 5)               17,822      30,005
     Office and administration fees paid to an individual related to the president             -      11,852
     Management fees paid to a company controlled by the president                         3,674      13,342
     Rent paid to a company controlled by the president                                   24,365      25,115
     ==========================================================================================================
</TABLE>

     These  transactions are in the normal course of operations and are measured
     at the exchange  amount of  consideration  established and agreed to by the
     related parties.






                                       36
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 10
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

10.  Commitments:
-----------------

     The Company is  obligated  to make the  following  payments  for  operating
     premises and vehicle leases:

          2004                                    $    40,864
          2005                                    $    13,526
          2006                                    $     1,097


11.  Income taxes:
------------------

     At May 31, 2003,  the Company had a net operating  loss  carry-forward  for
     United  States  income tax purposes of  approximately  $4,800,000.  The net
     operating loss expires in increments  beginning in 2008. No deferred income
     tax amount has been reflected in the consolidated  financial  statements as
     any  deferred  income  tax  asset  has been  fully  offset  by a  valuation
     allowance.  The Company  has no other  significant  deferred  tax assets or
     liabilities.


12.  Financial instruments:
---------------------------

     The fair values of the Company's cash, amounts receivable, accounts payable
     and accrued liabilities and convertible  promissory notes approximate their
     carrying  values due to the  relatively  short  periods to  maturity of the
     instruments.  It is not possible to determine the fair value of the amounts
     due to related  parties  (note 5(c)) due to the related party nature of the
     amounts and the absence of a trading market for such instruments. It is not
     possible  to arrive at a fair value for  redeemable  preferred  shares as a
     public  market  for this  stock does not exist.  The  maximum  credit  risk
     exposure for all financial assets is the carrying amount of those assets.


13.  Subsequent events:
-----------------------

     a)   Convertible promissory notes:

          Subsequent  to  May  31,  2003,  the  Company   converted  $32,501  of
          convertible  promissory notes plus accrued interest into subscriptions
          for 16,715 common  shares.  The Company also agreed to repay in cash a
          holder of a $5,000 convertible  promissory note plus accrued interest.
          All  remaining  promissory  notes,  which were due June 30, 2003,  are
          still  outstanding  pending  confirmation from the holders about their
          intended settlement method.

     b)   Share subscriptions:

          Subsequent  to  May  31,  2003,  the  Company   received   $3,250  for
          subscriptions for 1,000 common shares.


14.  Contingent liabilities:
----------------------------

     a)   In a Board of Directors  (the  "Board")  meeting on May 16, 2003,  the
          Board made several allegations regarding alleged inappropriate conduct
          of the President. The board members allege that the President received
          proceeds for  subscriptions  for common  shares of the Company but did
          not forward the funds to the Company  for  deposit,  did not  disclose
          that he and the Company  were  subject to  additional  scrutiny by the
          BCSC (note 5(a)),  did not disclose to the Board past  restrictions on
          the  President's  trading of  securities  imposed by the  Saskatchewan
          Securities  Commission,  granted  licensing  rights  of the  Company's
          retractable syringe to third parties without the consent of the Board,
          gave an undertaking to shareholders  and other  investors  relating to


                                       37
<PAGE>


L.O.M. MEDICAL INTERNATIONAL INC.
---------------------------------
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements, page 11
$ United States

Years ended May 31, 2003 and 2002 and cumulative from inception (March 17, 1997)
to May 31, 2003

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

14.  Contingent liabilities (continued):
----------------------------------------

          the future  value of the  Company's  common  stock and was  engaged in
          unfair  practices  with  the  intent  of  effecting  the  trade of the
          Company's common stock. The majority of the Board voted to ask for the
          resignation  of the  President  and to remove him from his position as
          director.  The  President  refused  to resign  and  subsequent  to the
          meeting, the President and majority shareholder  terminated the entire
          Board and became the sole director of the Company.

          The Company and the President, who is the sole director, are scheduled
          to appear in a hearing  before the BCSC on August 19,  2003 to respond
          to the above  allegations and the status of the rescission offer (note
          5(a)).  Possible  implications of the hearing, if the ruling is not in
          favour of the President and the Company, include the President and the
          Company  being banned from  trading  securities  in BC, the  president
          being  banned from being a director or engaging in investor  relations
          activities  and the payment of  penalties,  fines and the costs of the
          hearing.  The Company and the  President  dispute the  validity of the
          above  allegations have engaged legal counsel and intend to vigorously
          defend  themselves  against  the  allegations.  The  outcome  of these
          matters cannot be determined at this time.

     b)   During  the year  ended  the  Company  signed  an  offer  to  purchase
          additional  office  space for  approximately  $604,000  with a planned
          occupancy  date of April 1, 2003. To date, the Company has not secured
          the necessary financing to fund this acquisition.  It is not currently
          the  intention  of the Company to  complete  this  transaction.  It is
          management's best estimate that no liability will arise to the Company
          as a result of not completing this offer to purchase, as another party
          has purchased the intended office space. As a result, no liability has
          been  accrued for this  contingency  in these  consolidated  financial
          statements.
























                                       38
<PAGE>



Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
--------------------------------------------------------------------------------
Financial Disclosure.
---------------------

There have been no changes in or  disagreements  with our accountants  since the
formation  of the  Company  required  to be  disclosed  pursuant  to Item 304 of
Regulation S-B.


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

Our directors and principal executive officers are as specified on the following
table:

<TABLE>
<CAPTION>
========================================================================================================================
Name                    Age   Position                                           Term as Director
--------------------- ------- -------------------------------------------------- ---------------------------------------
<S>                      <C>                                                     <C>
John Klippenstein        64   President, Chief Executive Officer and Director    From inception to present

Maria Klippenstein       62   Secretary and Treasurer                            From inception to present

Tanya Sedlacek           26   Chief Financial Officer                            From August 15, 2002 to present

David A. Gramlich        61   Past Director                                      From inception to May 16, 2003

Colin Lee                64   Past Director                                      From inception to May 16, 2003

Clifford Mandell         55   Past Director                                      From October 5, 2001 to May 16, 2003

Dr. Jeffrey Berg         59   Past Director                                      From February 28, 2000 to May 16, 2003
========================================================================================================================
</TABLE>

John Klippenstein is our President,  Chief Executive Officer and a member of our
-----------------
Board of  Directors.  He  received  his  education  in Winnipeg  and  received a
Certified  Engineering  Technician  degree  in 1964 from Red  River  College  in
Winnipeg,  Manitoba.  From  1980 to  present,  Mr.  Klippenstein  has  been  the
President  and  owner of  Tech-Nacan  Consultants.  From  1994 to  present,  Mr.
Klippenstein has been the President of our subsidiary, L.O.M. Laboratories, Inc.
Mr.  Klippenstein is currently a director of Highland  Security  Corporation and
has  been  since  1996.  Mr.  Klippenstein  has also  worked  for  several  land
development  companies until 1969 when he started his personal land  development
and  construction  management  company,  which  still has  holdings  in Kelowna,
British Columbia. As owner of Tech-Nacan  Consultants Inc., Mr. Klippenstein has
developed and built many large  commercial  and  industrial  projects  including
health  care  facilities,  clinics,  schools,  institutional  buildings,  senior
citizen housing, high rise apartment complexes, recreational complexes, and food
processing facilities in Manitoba, Saskatchewan and Alberta.

Maria  Klippenstein  is our  Secretary  and  Treasurer.  Mrs.  Klippenstein  has
-------------------
completed   university   level  studies  in  industrial   accounting   including
bookkeeping, accounts receivable and accounts payable, and banking. From 1980 to
present,  Mrs.  Klippenstein  has been the Secretary and Treasurer of Tech-Nacan
Consultants.  From 1994 to present, Mrs. Klippenstein has been the Secretary and
Treasurer of L.O.M. Laboratories, Inc., our subsidiary. Mrs. Klippenstein has 20
years of  experience  in  accounting  and is  proficient  in  AccPac  accounting
software and cost accounting.  Mrs.  Klippenstein is also an accomplished artist
and photographer.

Tanya Sedlacek acts as our Chief Financial  Officer.  Ms. Sedlacek has completed
--------------
two years of the business administration university program. She is currently in
the last year of her Certified Management Accountant's designation. Ms. Sedlacek
was the  Accounting  Manager for the Company from May 2000  previous to becoming
the CFO.  Ms.  Sedlacek has eight years  accounting  experience,  including  tax
accounting,  finance, and cost accounting as well as experience with non-profit,
proprietorship,  and municipal  organizations.  She is currently on the Board of
Directors for the Kelowna Women's Resource Centre.


                                       39
<PAGE>



David A.  Gramlich is a former  member of our Board of Directors and was removed
------------------
as a Director on May 16, 2003.

Colin Lee, M. D., is a former  member of our Board of Directors  and was removed
----------------
as a Director on May 16, 2003.

Clifford Mandell is a former member of our Board of Directors and was removed as
----------------
a Director on May 16, 2003.

Jeffrey  Berg,  Ph.D.,  is a former  member  of our Board of  Directors  and was
---------------------
removed as a Director on May 16, 2003.

John  Klippenstein  and Maria  Klippenstein are husband and wife. Other than the
persons listed above, there are no significant  employees expected by us to make
a significant  contribution to our business.  All of our current  directors will
serve until the next annual meeting of stockholders.  Our executive officers are
appointed by our Board of Directors and serve at the  discretion of the Board of
Directors.

There  are no  orders,  judgments,  or  decrees  of any  governmental  agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  Mrs.  Klippenstein  and Ms. Sedlacek from engaging in or continuing
any conduct,  practice or employment in connection  with the purchase or sale of
securities,  or convicting such person of any felony or misdemeanor  involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are Mr. Klippenstein, Mrs. Klippenstein, and Ms. Tanya Sedlacek the officers
or  directors of any  corporation  or entity so enjoined.  Mr.  Klippenstein  is
currently suspended from selling securities within B.C. jurisdiction.

Section 16(a) Beneficial Ownership Reporting Compliance.  We believe that all of
our  officers,  directors  and  principal  shareholders  have filed all  reports
required  to be  filed  by  those  persons  on,  respectively,  Form 3  (Initial
                                                                         -------
Statement of Beneficial  Ownership of Securities),  Form 4 (Statement of Changes
------------------------------------------------            --------------------
of  Beneficial  Ownership  of  Securities),  or  Form  5  (Annual  Statement  of
-----------------------------------------                  ---------------------
Beneficial Ownership of Securities).
----------------------------------


Item 10. Executive Compensation.
--------------------------------

Any compensation received by our officers,  directors,  and management personnel
will be determined  from time to time by our Board of  Directors.  Our officers,
directors,  and management  personnel  will be reimbursed for any  out-of-pocket
expenses  incurred on our behalf.  Compensation  to our officers is specified on
the chart below.

The table set forth below  summarizes the annual and long-term  compensation for
services in all capacities to the Company payable to our President and our other
executive  officers  whose total annual  salary and bonus to exceeded  US$50,000
during the year ending May 31, 2003.

<TABLE>
<CAPTION>
======================================================================================================
Name of Individual or Identity of    Capacities in which Remuneration        Aggregate Remuneration
Group                                was received
------------------------------------ --------------------------------------- -------------------------
<S>                                  <C>                                     <C>
John Klippenstein                    President and Chief Executive Officer   US$176,221(1)
======================================================================================================

<FN>
(1) The aggregate  remuneration for John Klippenstein consists of US$95,392 paid
in cash and the remaining US$80,829 accrued as wages payable.
</FN>
</TABLE>



                                       40
<PAGE>



Shares Issued as Compensation for Services. During the fiscal year ended May 31,
-------------------------------------------
2003, the Company  issued 500,  $.001 par value common stock to Ms.  Sedlacek as
compensation for consulting and other services.

Compensation of Directors.  Our directors who are also our employees  receive no
--------------------------
extra  compensation  for their  service on our Board of  Directors.  Each of our
directors  receives  reimbursement for actual and necessary expenses incurred in
attending meetings of the Board of Directors.


Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

The following  tables set forth  certain  information  regarding the  beneficial
ownership of the Company's common stock as of May 31, 2003, by:

     o    each person or entity known by us to be the  beneficial  owner of more
          than 5% of the outstanding shares of common stock;
     o    each of the Company's directors and named executive officers; and
     o    all directors and executive officers of the Company as a group.

As of May 31, 2003,  there were 6,311,813  shares of the Company's  common stock
issued  and  outstanding.  As of  May  31,  2003,  there  were  700,250  options
outstanding.

(a) Security  Ownership of Certain  Beneficial  Owners.  Other than officers and
-------------------------------------------------------
directors, there are no other persons who are beneficial owners of 5% or more of
our issued and outstanding common stock.

(b) Security  Ownership of  Management.  Our directors  and principal  executive
---------------------------------------
officers directly or beneficially own, in the aggregate, 3,510,329 shares of our
common stock and 297,416 stock options,  or approximately 54 % of the issued and
outstanding  common stock, as set forth on the following table  (percentages are
rounded off to the nearest one-tenth of one percent):

<TABLE>
<CAPTION>
  Title of             Name of Beneficial Owner               Amount        Options    Percent of Issued Shares
  ---------            ------------------------               ------        -------    ------------------------
    Class                                                                                   And Options
    -----                                                                                   -----------

<S>            <C>                                        <C>             <C>                  <C>
Common Stock      John Klippenstein, President, Chief     3,509,779 (1)   262,333(1)           53.8%
                    Executive Officer and Director
                          494 Casa Rio Drive
                             Kelowna, B.C.
                                V1Z 3L6

Common Stock   Maria Klippenstein, Secretary, Treasurer   3,509,779 (2)   262,333(2)           53.8%
                          494 Casa Rio Drive
                             Kelowna, B.C.
                                V1Z 3L6

Common Stock                Tanya Sedlacek,                     550        35,083                .5%
                        Chief Financial Officer
                           4321 Hazell Road
                             Kelowna, B.C.
                                V1W 1P9

<FN>
(1) Includes  1,814,884  shares of our common stock and 51,000  options owned by
Mr. Klippenstein's wife, Maria Klippenstein.

(2) Includes  1,694,895  shares of our common stock and 211,333 options owned by


                                       41
<PAGE>



Mrs. Klippenstein's husband, John Klippenstein.
</FN>
</TABLE>

Changes in Control.  We are not aware of any  arrangements,  which may result in
-------------------
"changes in control" as that term is defined by the provisions of Item 403(c) of
Regulation S-B.


Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Related Party  Transactions.  On or about January 1, 1998, prior to becoming our
----------------------------
subsidiary,  L.O.M.  Laboratories  Inc.,  purchased from John  Klippenstein  all
product rights to the  Lens-O-Matic.  L.O.M.  Laboratories  Inc. paid a purchase
price of CDN$542,000 allocated as follows:

     o    L.O.M.   Laboratories  Inc.  forgave  John   Klippenstein's   debt  of
          CDN$101,329; and
     o    L.O.M.  Laboratories Inc. issued, to John  Klippenstein,  4,000 of the
          Company's Class "C" Preferred Shares valued at CDN$440,671.

At the time of the transaction,  John Klippenstein was serving as our President,
Chief  Executive  Officer and a director as well as serving as  President  and a
director of L.O.M.  Laboratories Inc. John Klippenstein  signed the Purchase and
Sale  Agreement  in his  individual  capacity  as seller  and as the  authorized
officer  of  L.O.M.  Laboratories  Inc.  At the  time  of the  transaction,  Mr.
Klippenstein's wife, Maria Klippenstein, was our Secretary and Treasurer as well
as  Secretary  and  Treasurer  of  L.O.M.  Laboratories  Inc.  The  value of the
investment will ultimately be determined by the acceptance of the product in the
market place, which is uncertain at this time. For financial  statement purposes
this investment has been written down to nil.

On or about June 1, 1997,  the  Company  agreed to  purchase  4,800 of the 5,000
total  issued and  outstanding  shares of L.O.M.  Laboratories  Inc.'s Class "A"
common  shares;  however,  the  effective  date of such  purchase  was not until
January 13, 1998, when the  shareholders  and directors of L.O.M.  Laboratories,
Inc.,  approved the sale.  We agreed to pay US$1.00 per share.  The 4,800 shares
represent a 96%  interest in L.O.M.  Laboratories  Inc. The other 200 issued and
outstanding common shares are owned by John and Maria Klippenstein.  At the time
of the  transaction,  John  Klippenstein  was  serving as our  President,  Chief
Executive  Officer  and was a member  of our Board of  Directors  as well as the
President  and a  director  of  L.O.M.  Laboratories  Inc.  At the  time  of the
transaction, Mr. Klippenstein's wife, Maria Klippenstein,  was the Secretary and
the Treasurer of L.O.M. Laboratories Inc., and our Secretary Treasurer.

We  lease  office  space  from  494040  B.C.  Ltd.  ("Tech-Nacan  Consultants").
Tech-Nacan  Consultants,  a  British  Columbia  corporation,  is a  real  estate
development company owned by John Klippenstein,  our President,  Chief Executive
Officer  and a member of our Board of  Directors,  and Maria  Klippenstein,  our
Secretary and Treasurer.  For the year ended May 31, 2003, we paid US$24,365 for
that office space.

On or about October 27, 1997, with the Board of Director's approval, the Company
and John  Klippenstein  executed  a  five-year  employment  contract.  Under the
agreement, John Klippenstein is to provide us with management services for which
we agreed to pay Mr. Klippenstein US$120,000 for the first year with a US$10,000
increase  every year  thereafter,  resulting  in a final  fifth  year  salary of
US$160,000.  John  Klippenstein is our President,  Chief Executive Officer and a
member of our Board of  Directors.  During the year ended May 31, 2003,  we paid
US$176,221  to Mr.  Klippenstein  consisting  of US$95,392 in cash and US$80,829
accrued as wages payable.

During the year ended May 31, 2003,  we paid Maria  Klippenstein,  our Secretary
and Treasurer, US$17,822 in office and administrative fees.

The persons serving as our officers and directors have existing responsibilities
and, in the future, may have additional responsibilities,  to provide management
and  services  to other  entities  in  addition  to the  Company.  As a  result,
conflicts  of interest  between the  Company and the other  activities  of those
persons  may occur  from  time to time.  We will  attempt  to  resolve  any such
conflicts of interest in favor of the Company.  Our officers and  directors  are


                                       42
<PAGE>



accountable to the Company and its  shareholders as fiduciaries,  which requires
that such officers and  directors  exercise good faith and integrity in handling
our affairs.  A shareholder  may be able to institute  legal action on behalf of
the Company or on behalf of that  shareholder and all other  similarly  situated
shareholders,  to recover damages or for other relief in cases of the resolution
of conflicts in any manner prejudicial to the Company.


Item 13. Controls and Procedures
--------------------------------

The company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's reports filed
pursuant to the  Securities  Exchange Act of 1934 are recorded,  processed,  and
summarized and reported within the time periods specified in the rules and forms
promulgated  under  such  Act,  and that such  information  is  accumulated  and
communicated to the Company's management,  including the Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

Within  the 90 days  prior  to the  date of this  report,  the  Company's  Chief
Executive Officer and Chief Financial  Officer,  with the participation of other
members of  management,  carried out an evaluation of the  effectiveness  of the
design  and  operation  of the  Company's  disclosure  controls  and  procedures
pursuant to Exchange  Act Rule 13a-14 of the  Securities  Exchange  Act of 1934.
Based upon that  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer  concluded that the disclosure  controls and procedures are effective in
connection  with the filing of this  Yearly  Report on Form  10-KSB for the year
ended May 31, 2003.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
our most recent evaluation,  including any significant deficiencies and material
weaknesses of internal controls that would require corrective action.


Item 14. Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  Exhibits

Exhibit No.
-----------

3.1            Certificate of Incorporation
               (Charter Document)*

3.2            Amendment to Certificate of Incorporation
               (Charter Document)*

3.3            Amendment to Certificate of Incorporation
               (Charter Document)*

3.4            Bylaws*

4.             Instruments Defining the Rights of Holders (Not Applicable)

11.            Statement Re: Computation of Per Share Earnings (Loss)**

16.            Letter on change in certifying accountant (Not Applicable)

18.            Letter on Change in Accounting Principles (Not Applicable)

21.            Subsidiaries of the Registrant**

22.            Published Report  Regarding  Matters  Submitted to Vote (Not
               Applicable)


                                       43
<PAGE>



23.1           Consent of Auditors (Not Applicable)

23.2           Consent of Counsel (Not Applicable)

24.            Power of Attorney (Not Applicable)

31.1           Certification Pursuant to Rule 13a-14(a) of John Klippenstein

31.2           Certification Pursuant to Rule 13a-14(a) of Tanya Sedlacek

32.1           Certification of John Klippenstein

32.2           Certification of Tanya Sedlacek

99.            Additional Exhibits (Not Applicable)

*Previously  filed as Exhibits to  Registration  Statement on Form 10-SB and all
amendments thereto filed with the Commission.

**Included in consolidated financial statements filed herewith.

*** Will be filed as an exhibit to an amended 10KSB.

(b)  Reports on Form 8-K

     Holders of the majority of the issued and outstanding shares of the Company
     removed David A.  Gramlich as a member of our Board of Directors  effective
     May 16, 2003.  Holders of the majority of the issued and outstanding shares
     of the Company  removed Dr. Colin Lee as a member of our Board of Directors
     effective  May  16,  2003.  Holders  of  the  majority  of the  issued  and
     outstanding  shares of the Company removed  Clifford Mandell as a member of
     our Board of Directors  effective May 16, 2003.  Holders of the majority of
     the issued and  outstanding  shares of the Company removed Dr. Jeffrey Berg
     as a member of our Board of Directors effective May 16, 2003.
























                                       44
<PAGE>



                                   SIGNATURES
                                   ----------

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the  undersigned in the City of
Kelowna, British Columbia, Canada, on September 10, 2003.


                                              L.O.M. Medical International Inc.

                                              By: /s/ John Klippenstein
                                                  ------------------------------
                                                  John Klippenstein,
                                                  CEO & President

In  accordance  with the Exchange  Act, 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/ John Klippenstein           CEO and President           September 10, 2003
---------------------------
John Klippenstein



/s/ Tanya Sedlacek              Chief Financial Officer     September 10, 2003
---------------------------
Tanya Sedlacek
































                                       45