UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
     For the fiscal year ended December 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934
     For the transition period from ________________ to ________________

                         Commission file number: 0-49763


                               CIROND CORPORATION
                 (Name of small business issuer in its charter)

           NEVADA                                      88-0469593
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

    4185 STILL CREEK DRIVE #B-101, BURNABY, BRITISH COLUMBIA, CANADA V5C 6G9
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (604) 205-5039


       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

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

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is 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:  $27,649

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: $26,404,500 AS OF APRIL 30, 2004

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 35,210,000 AS OF APRIL 30, 2004

Transitional Small Business Disclosure Format (Check one): Yes     ; No  X
                                                              -----    -----

                                       1
<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT We were originally incorporated in the State of Nevada on
April 6, 2000 to engage in the business of providing Internet-based
email-to-mail printing and delivery services. We established the eXmailit.com
website which had not yet commenced providing an Internet-based email-to-mail
service. The network, which was still under construction, was intended to
consist of a consumer-based, software product that would have a number of
strategically located international distribution centers enabling users to send
email as standard mail. We did not generate any revenue and therefore only
sustained losses.

         As a result of our lack of profitability and the receipt of numerous
inquires from entities seeking to merge with us, our operational focus expanded
beyond our email-to-mail service to include reviewing potential merger or
acquisition candidates.

         On November 25, 2003, pursuant to a Stock Exchange Agreement (the
"Stock Exchange Agreement") with Seaside Holdings Inc. (f/k/a Cirond
Technologies Inc.), a Colorado corporation ("CTI"), as amended by the First
Amendment to the Stock Exchange Agreement dated November 13, 2003 (the "First
Amendment") (the Exchange Agreement and the First Amendment and collectively
referred to herein as the "Agreement"), we acquired all of the issued and
outstanding capital stock of CTI's wholly owned subsidiary, Cirond Networks
Inc., a Nevada corporation ("CNI"), in exchange for 17,000,000 post-Forward
Split shares ("Shares") of our common stock ("Common Stock"). As a result of
this share exchange, CTI owned approximately 51.2% (not taking into account the
issuance of 750,000 shares of our common stock in a private placement, the
certificates for which were issued subsequent to December 31, 2003, or 1,300,000
shares of common stock issued for the CNI Indebtedness described below) of our
issued and outstanding shares. In addition, pursuant to the terms of the
Agreement, we issued an aggregate of 1,300,000 post-Forward Split shares of our
Common Stock in exchange for $650,000 in indebtedness of CNI (the "CNI
Indebtedness"), which was held by Cirond Venture Partners Inc., Stumdell
Limited, and Steven Velardi.

         As a result of the Agreement, effective November 25, 2003, CNI became
our wholly-owned subsidiary. We changed our name to Cirond Corporation as of
October 14, 2003.

OUR BUSINESS

         CNI is a developer of technologies designed to enhance the performance
and security of wireless networking technologies, with an initial specific focus
on 802.11b Wireless Local Area Network ("WLAN") technology. A WLAN is one in
which a mobile user can connect to a local area network ("LAN") through a
wireless (radio) connection. The 802.11b standard for WLANs - often called
"WiFi" - is part of the 802.11 series of WLAN standards from the Institute of
Electrical and Electronics Engineers ("IEEE").

         CNI manufactures products incorporating its proprietary technology that
are applicable to all segments of the WLAN marketplace. CNI's products are
principally focused on WiFi network management and implementation, and enable
WiFi networks to be installed easily, operated optimally, and managed more
effectively and also offer improvements to network security by offering a robust
security system suitable for most typical business environments. CNI conducts
its research and development activities through its subsidiary, Cirond Networks
(Canada) Inc., a British Columbia corporation.

PRODUCTS

         WINC MANAGER 2.0. WiNc Manager 2.0, which began shipping in March 2004
at a price of $2,995.00, is a Windows-based software application that sits on
the "wired" side of a company network and includes the capabilities needed to
manage small and medium-sized wireless networks. It is designed for
implementation by Value Added Resellers and network administrators - and
includes 50 licenses for CNI's WiNc "client" software (which customers can use
on either Windows-based notebook computers or Pocket PC-based handheld systems)
so that WiNc Manager maintains the security and performance of the wireless
connection with all the computers being

                                       2
<PAGE>
used on the wireless network. It is also provides rogue access point detection
and location capabilities.

         WINC 2.0. CNI's WiNc is a software-based wireless access connectivity
tool designed to simplify the process of finding and connecting to wireless
networks, as well as diagnosing various elements of the wireless network
connection to the Internet.

         WiNc 2.0 has a retail price of $19.95.

         POCKETWINC. CNI developed the pocketWiNc wireless access connectivity
tool to provide many of the same features as WiNc, but be able to operate on
handheld computers running the Microsoft Pocket PC 2002 and Microsoft Mobile
Windows 2003 operating system platforms.

         PocketWiNc 2.0 has a retail price of $19.95.

         AIRPATROL PRODUCT FAMILY. CNI will soon begin shipping AirPatrol Mobile
and Air Patrol Enterprise - which are new wireless security tools for businesses
that will allow them to gain better control of how and when wireless networks
are deployed in their organizations. Final pricing has not yet been announced.

SALES AND MARKETING

         We use a three-tier method of sales and distribution as follows:

         1)       Direct sales - We offer direct sales through our Web site at
                  http://www.cirond.com - where consumers and businesses alike
                  can purchase our products online and download them.

         2)       VAR sales - our products can also be purchased through our
                  network of value added resellers (VARs), which is the method
                  often selected by mid-enterprise customers who want
                  installation and maintenance support for our wireless network
                  and security management solutions.

         3)       Licensing - In addition to sales of our branded products, we
                  also achieve revenue through licensing of our technology by
                  other software development firms and wireless network hardware
                  manufacturers.

COMPETITION

         The WiFi, or WLAN industry, is characterized by intense competition.
There are many companies, both public and private, offering WiFi management and
security solutions. Our solutions cover a broad range of competitors.

RESEARCH AND DEVELOPMENT

         During the fiscal years ended December 31, 2003 and 2002, we spent
$404,886 and $251,438, respectively, on research and development activities.

GOVERNMENT REGULATION

         We do not anticipate that any government regulations will significantly
affect our business.

EMPLOYEES

         As of March 31, 2004, we employed a total of 15 persons, of which 10
were full-time and 5 were consultants. None of our employees are covered by a
collective bargaining agreement.


                                       3
<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

         Our principal offices are located at 4185 Still Creek Drive, Suite
B101, Burnaby, British Columbia, Canada. The base rent on the lease is CDN$2,644
per month. The operating costs relating to the lease are approximately CDN$4,256
per month. We lease approximately 3,173 square feet under a lease that expires
April 30, 2006.

         We lease approximately 400 square feet of office space at 1999 Bascom
Avenue, Suite 700, Campbell, California, at a cost of approximately $800 per
month. The lease on this property is on a month-to-month basis.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any pending legal proceedings.


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

         At our October 3, 2003 annual meeting of shareholders, 3,170,000
pre-Forward Split (50,720,000 post-Forward Split) shares, or 79.25% of the
issued and outstanding shares of Common Stock, were present and voted in favor
of each of the following proposals. Furthermore, no shares were voted against
any proposal, nor were any abstentions or broker non-votes cast. Accordingly,
all of the following proposals were approved.

PROPOSAL NO. 1:      To elect Nicholas Miller to the Board of Directors to serve
                     until the next Annual Meeting of the Shareholders or until
                     his respective successor is elected and qualifies;

PROPOSAL NO. 2:      To ratify and approve the selection by the Board of
                     Directors of KPMG, LLP as our independent auditors for the
                     fiscal year ending December 31, 2003;

PROPOSAL NO. 3:      To approve an amendment to our articles of incorporation to
                     change our name to Cirond Corporation;

PROPOSAL NO. 4:      To approve an amendment to our articles of incorporation to
                     create a class of 25,000,000 shares of preferred stock;

PROPOSAL NO. 5:      To ratify a 16-for-1 forward stock split of our issued and
                     outstanding common stock; and

PROPOSAL NO. 6:      To ratify a bylaw amendment changing the quorum requirement
                     for shareholder meetings.

         By written consent dated October 6, 2003, shareholders holding
48,160,000 (post-Forward Split) of the 64,000,000 outstanding shares (75.25%) of
our common stock approved and adopted an amendment to our bylaws authorizing the
board of directors to fill a vacancy on the board of directors, including a
vacancy resulting from an increase in the number of directors. In addition, our
shareholders approved the appointment of Kevin Ryan and Robert Gardner to our
board of directors.

         By written consent dated November 13, 2003, shareholders holding
48,160,000 (post-Forward Split) of the 64,000,000 outstanding shares (75.25%) of
our common stock approved and adopted the First Amendment, the issuance of
1,300,000 (post-Forward Split) shares in exchange for the CNI Indebtedness, the
cancellation of 47,840,000 (post-Forward Split) shares held by Kevin Ryan and
Robert Gardner, and the loan of $375,000 to CNI in advance of the closing of the
acquisition of CNI. See "Item 1. Description of Business."



                                       4

<PAGE>

                                     PART II

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

MARKET INFORMATION

         Our common stock has been listed on the over-the-counter bulletin board
("OTCBB") since September 3, 2002, originally under the symbol "EXMA." Since
October 16, 2003, it has been listed under the symbol "CROO." Trading did not
commence until December 5, 2003. The following table sets forth the range of
high and low bid quotations for each fiscal quarter for the last two fiscal
years, and have been adjusted to reflect a 1-for-16 reverse stock split. These
quotations reflect inter-dealer prices without retail mark-up, mark-down, or
commissions and may not necessarily represent actual transactions.

     FISCAL QUARTER ENDING                        HIGH BID          LOW BID

     December 31, 2003....................       $   1.01         $   1.01
     March 31, 2004.......................       $   1.50         $   0.65

         On April 30, 2004, the closing bid price for the common stock on the
OTC Bulletin Board was $1.35.

HOLDERS

         As of May 3, 2004 there were 31 record holders of our common stock.

DIVIDENDS

         Since our inception, no cash dividends have been declared on our common
stock.

SALES OF UNREGISTERED SECURITIES

         During the quarter ended December 31, 2003, we issued a total of
17,000,000 restricted shares of our common stock to Seaside Holdings Inc. in
exchange for all of the issued and outstanding capital stock of CNI. In
addition, we issued 1,300,000 shares of restricted common stock to three persons
as payment of $650,000 of indebtedness of CNI. We relied upon the exemption from
registration contained in Section 4(2) of the Securities Act of 1933. All of
these persons were deemed to be sophisticated with regard to an investment in
our stock due to their prior investment experience and specific knowledge about
us and our operations. No underwriters were used.

REPURCHASE OF SECURITIES

         In connection with the acquisition of CNI, the founders of our company,
M. Kevin Ryan and Robert Gardner, cancelled 2,990,000 pre-Forward Split
(47,840,000 post-Forward Split) shares of the common stock held by them.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                                        (c)                        (d)
                                                                  Total Number of            Maximum Number or
                           (a)                  (b)              Shares (or Units)      Approximate Dollar Value) of
                     Total Number of       Average Price       Purchased as Part of    Shares (or Units) that May Yet
                     Shares (or Units)   Paid per Share (or     Publicly Announced     Be Purchased Under the Plans
      Period            Purchased              Unit)             Plan or Programs              or Programs
---------------------------------------------------------------------------------------------------------------------
<S>                    <C>                      <C>                    <C>                          <C>
December 2003           2,990,000               -0-                    -0-                          -0-
                       (pre-Forward
                        Split) or
                        47,840,000
                       (post-Forward
                          Split)
---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       5
<PAGE>


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

OVERVIEW

         Effective November 25, 2003, we acquired CNI in exchange for 17,000,000
shares of common stock. For accounting purposes, the acquisition of CNI has been
accounted for using the purchase method as a recapitalization of CNI with our
net monetary assets. Under recapitalization accounting, CNI is considered to
have issued shares for consideration equal to our net monetary assets with the
results of our operations included in the consolidated financial statements from
the date of recapitalization on November 25, 2003.

GOING CONCERN

         The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of the Company as a going concern. We
incurred a net loss for the year ended December 31, 2003 of $1,063,962 and at
December 31, 2003, had an accumulated deficit of $1,692,109 and a working
capital deficit of $805,745. These consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
These consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might be necessary should we be unable to
continue as a going concern.

         CNI entered into a non-exclusive Source Code Licensing Agreement with
Computer Associates International, Inc. on January 21, 2004, which included an
annual support fee renewable at the option of the licensee. The details of the
agreement are confidential. As a result of the Agreement, our revenues increased
significantly during the first quarter of 2004. Almost all of the increase is
attributable to the agreement with Computer Associates. All of the payments due
to us under the agreement with Computer Associates were paid at the time of the
contract and, at this time, we do not anticipate any further payments from
Computer Associates; however, we will record a portion of the fees received from
Computer Associates as revenue each month for the 12 months from January 2004 to
December 2004 relating to the support services performed.

         On March 29, 2004, we closed a private placement offering with a
private investor, which was subsequently retracted. Coincident with the
retraction, the investor agreed to loan us $500,000 repayable at our discretion
and bearing interest at 5% per annum. We anticipate recovering a $100,000
finder's fee previously paid in connection with the retracted private placement.
When this fee is repaid the $100,000 will be applied to the outstanding loan
balance at the time of receipt. We anticipate repayment of the remaining
$400,000 of the loan by September 30, 2004 using funds from future financings.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

         Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to impairment of long-lived assets, any
potential losses from pending litigation and deferred tax assets or liabilities.
We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions; however,
we believe that our estimates, including those for the above-described items,
are reasonable.

         BASIS OF CONSOLIDATION. Effective November 25, 2003, we issued
17,000,000 common shares in consideration for 100% of the outstanding common
shares of CNI. As CNI stockholders obtained control of the Company through the
exchange of shares, the acquisition of CNI has been accounted for in the
consolidated financial statements as a recapitalization transaction, effectively
as if CNI had issued shares for consideration equal to our net tangible assets
followed by a recapitalization of CNI's common shares. On November 25, 2003, our
name



                                       6
<PAGE>

was changed from eXmailit.com to Cirond Corporation. The consolidated statements
of loss, stockholders' deficiency and comprehensive loss and cash flows reflect
the results of operations and changes in financial position of CNI, for the
period from its incorporation on March 7, 2001 to December 31, 2003, combined
with those of the legal parent, Cirond Corporation, from November 25, 2003, the
date of the recapitalization, in accordance with accounting principles generally
accepted in the United States of America.

         REVENUE RECOGNITION. Revenue from one-time software license sales is
generally recognized once delivery has occurred, evidence of an arrangement
exists, the fee is fixed and determined and collection of the fee is probable,
provided there are no significant vendor obligations remaining. For multiple
element arrangements, where Vendor Specific Objective Evidence ("VSOE") of fair
value is available for all elements, the contract value is allocated to each
element proportionately based upon relative VSOE of fair value and revenue is
recognized separately for each element. Where VSOE of fair value is available
for all undelivered elements, the residual method is used to value the delivered
elements. Where VSOE of fair value is not available for an undelivered element,
contract accounting is used to account for the entire contract value.

RESULTS OF OPERATIONS

         Revenues from operations increased from $nil for the year ended
December 31, 2002 to $27,649 for the year ended December 31, 2003. Revenue was
derived principally from the receipt of sales for our WiNc and pocketWiNc
products, as well as some early sales of our WiNc Manager wireless network
management and security solution. For 2004, revenues are forecasted to be
significantly higher, with the signing of a software licensing deal with
Computer Associates. Our revenues increased significantly during the first
quarter of 2004; however, almost all of the increase is attributable to the
agreement with Computer Associates. All of the payments due to us under the
agreement with Computer Associates were paid at the time of the contract and, at
this time, we do not anticipate any further payments from Computer Associates;
however, we will record a portion of the fees received from Computer Associates
as revenue each month for the 12 months from January 2004 to December 2004
relating to the support fees paid in connection with the Computer Associates
agreement. In addition, management also expects greater contributions to revenue
from licensing our network security products in 2004, as development of the Air
Patrol Enterprise and Air Patrol Mobile products are reaching completion in the
second quarter of 2004.

         As of December 31, 2003, we had receivables of approximately $19,679 -
which were the result of tax refunds owed to our Canadian subsidiary. As the
refunds are owed by the Canadian government, management is of the opinion that
there are no foreseeable difficulties in recovering the amount.

         Prepaid expenses consisted of three months of prepaid rent, which was
paid upon signing of the lease on our office space in Burnaby, B.C. Canada.

         Property plant and equipment consisted of hardware equipment purchased
from independent suppliers in North America for the development of our products.

         Consulting fees payable consisted of payables owed to two of our
officers, Nicholas Miller and Mitchell Burton.

         Share subscriptions payable consisted of $375,000 that were received by
us prior to year end and closed subsequent to year end.

         Research and development costs, consisting of certain consulting fees,
rent and salaries and benefits, increased $153,448 in 2003 over 2002 as we
entered our main development phase in 2003 and aggressively began hiring
programmers and leasing space for the purpose of completing development of our
WiNc Manager product.

         Advertising and promotion was approximately $27,000 higher, and travel
was approximately $87,000 higher as management began marketing the product at
trade shows and through meetings with value-added resellers.

         Finally, professional fees were considerably higher owing to the
completion of the reverse take over transaction. As of April 29, 2004,
approximately $50,776 of professional fees related to the reverse take-over
still remains in dispute.


                                       7
<PAGE>


         The increase of costs and expenses in comparison with the previous
corresponding year generally reflected the expansion of our business scope and
the increase of staff and research and development costs - as well as increased
marketing expenses - have resulted in a net loss of $1,063,962. Expenses are
expected to stay at levels on par with 2003 until we have completed significant
financings in 2004 that will support increasing staffing levels in research and
development and sales and marketing. For the period ended December 31, 2003,
consulting fees increased over 2002 as two new consultants were hired in 2003
for communications and business development purposes. Office and administration
costs increased in 2002 over 2003 as we moved into our newer and larger office
space in 2003, and the employee levels were higher in 2003 over 2002. Finally,
salaries and benefits increased as sales and support staff were brought on board
in 2003. The salaries for these employees are not considered research and
development and therefore are classified and displayed separately.

         No cash dividend was declared during 2003 or 2002.

LIQUIDITY AND CAPITAL RESOURCES

         During the year ended December 31, 2003, the net cash used by operating
activities was $925,867. In order to proceed with business development and
normal operations, net cash used in investing activities was $101,623. We were
able to meet our cash requirements in 2003 via the issuance of promissory notes
for cash proceeds of $650,000, advances from stockholders of $28,421 and
issuance of share capital for cash proceeds of $375,000. The $650,000 of
promissory notes were converted into shares during 2003. With the result of
these financing initiatives, the net increase in cash and cash equivalents was
$25,931 in 2003 over 2002.

         In order to meet our continuing cash requirements and to successfully
implement our growth strategy, other than relying on revenue from our operating
activities, we will continue to seek additional funding from potential
investors. In the event that additional financing is required, no assurances can
be given that such financing will be available in the amount required or, if
available, that it can be on terms satisfactory to us. The Auditors' report on
the Company's consolidated financial statements for the year ended December 31,
2003 includes an explanatory paragraph that states that the Company has incurred
losses since inception and has a working capital deficiency at December 31,
2003, factors which raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

         Subsequent to year end, a loan of $500,000 was arranged with a private
investor. The funds will be used for our general operations in 2004. The Company
intends to pay off the loan to the investor by September 30, 2004, using funds
from future financings.

PLAN OF OPERATION

         We have sufficient funds to cover our operating overhead for the next
six months; however, we do not have sufficient funds to repay the $400,000 loan
(net of anticipated refund of $100,000 finder's fee which will be applied to the
outstanding principal balance on the $500,000 loan). In order to satisfy our
cash requirements in the next twelve months, and to repay the $400,000 loan, we
will need to raise additional funds. Accordingly, we intend to conduct
additional financings to raise funds from private investors; however, there are
no assurances that we will be able to complete any such financings.

         We intend to continue our product research and development activities
to further enhance our existing product line and to create new products focused
on the same markets. We have budgeted approximately $900,000 for research and
development costs during fiscal 2004.

         We do not plan to purchase or sell any significant plant or equipment
in 2004.

         We expect to increase the number of employees by approximately 15
individuals in the areas of engineering, marketing, sales, and customer support
during fiscal 2004, provided we have sufficient funding to support the hiring of
additional employees.


                                       8
<PAGE>

         We are engaged in the marketing of WiNc Manager, a software product
that is intended to improve wireless network management and security. The
recently-announced Air-Patrol Enterprise and Air-Patrol Mobile products will be
marketed in 2004. We anticipate that, if sufficiently funded, over the next
twelve months our focus will be: marketing our products, supporting customers,
and research and development.

         If we are successful in implementing our growth strategy, management
believes that we can undergo a period of rapid growth. For our AirPatrol
technology, we will actively search for more partners for the provision of
software licenses and related software consultancy and engineering services in
relation to its further development. Management expects WiNc and pocketWiNc to
ship in greater numbers in 2004, and thus will require further software
developments and upgrades for the remainder of the year.

         For the broad network security market, we are completing the
development of Air Patrol Enterprise and are planning on trial marketing these
products in North America in the second half of 2004.

FORWARD-LOOKING STATEMENTS

         Certain statements in this Annual Report on Form 10-KSB, as well as
statements made by us in periodic press releases, oral statements made by our
officials to analysts and shareholders in the course of presentations about us,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties, and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the
forward looking statements. There are many factors that could cause these
forward-looking statements to be incorrect including, but not limited to, the
following:

         o   our ability to generate desired technologies;
         o   the lack of liquidity of our common stock;
         o   the risks associated with technology companies;
         o   our ability to find and retain skilled personnel;
         o   availability of capital;
         o   the strength and financial resources of our competitors; and
         o   general economic conditions.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


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

         Effective December 1, 2003, our board of directors dismissed our
independent auditor, Parker & Co. ("Parker"). The dismissal of Parker was
unrelated to Parker's performance. The dismissal, which was approved by our
board of directors, was related to the acquisition of CNI and the appointment of
CNI's independent auditor, KPMG, LLP, as our independent auditor.

         Parker's report on our financial statements for either of the past two
years did not contain an adverse opinion or disclaimer of opinion, and was not
modified as to uncertainty, audit scope or accounting principles. During our two
most recent fiscal years and the subsequent interim period ending December 1,
2003, there were no disagreements between us and Parker on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of Parker, would
have caused that firm to make reference to the subject matter of the
disagreement in connection with its audit report. During our two most recent
fiscal years and the subsequent interim period ending December 1, 2003, Parker
did not advise us of any of the items listed any Item 304(a)(1)(iv)(B) of
Regulation S-B.



                                       9
<PAGE>

         We requested Parker to furnish us a letter addressed to the Commission
stating whether it agreed with the above statements. A copy of that letter,
dated December 3, 2003, was filed as Exhibit 16.1 to our Form 8-K filed December
5, 2003.

         On December 1, 2003, our board of directors approved the engagement of
KPMG, LLP to audit the financial statements for the fiscal year ended December
31, 2003. During the two most recent fiscal years and the subsequent interim
period through December 1, 2003, neither we nor anyone on our behalf consulted
KPMG, LLP regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on our financial statements.

ITEM 8A. CONTROLS AND PROCEDURES.

         As required by SEC rules, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures at the end of the
period covered by this report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based on this
evaluation, these officers have concluded that the design and operation of our
disclosure controls and procedures are effective. There were no changes in our
internal control over financial reporting or in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.


                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         Our executive officers and directors are:

         NAME                    AGE     POSITION

         Nicholas R. Miller       52     CEO, President, Secretary, and Director
         David Redekop            33     Chief Financial Officer and Treasurer
         Mitchell G. Burton       40     Chief Technology Officer
         Chris Mossing            48     Vice President of Sales and Marketing

         Our shareholders elect our directors annually and our board of
directors appoints our officers annually. Vacancies in our board are filled by
the board itself. Set forth below are brief descriptions of the recent
employment and business experience of our executive officers and directors.


                                       10
<PAGE>

         NICHOLAS MILLER, CEO, PRESIDENT, SECRETARY AND DIRECTOR. Nicholas
Miller has held his positions with us since November 25, 2003. Immediately prior
to his appointment, he was the founder, officer, director, CEO and chairman of
Cirond Networks, Inc. (a private company based in Campbell, California), Cirond
Technologies Inc. (from June 30, 2002 to present and n/k/a Seaside Holdings
Inc.) and Cirond Networks Canada Inc. (a wholly owned subsidiary of Cirond
Networks Inc. based in British Columbia, Canada) -Cirond Networks Canada Inc.
and Cirond Networks, Inc. were founded in November 2001. Between 1999 and
November 2001, Mr. Miller was president of Arundel Holdings, a private Canadian
investment company. During that period, he also served as a director of Ezenet
Corp. (a public company traded on the TSX) until it was acquired by Cognicase
Inc. in August 2001. In addition, Mr. Miller was a director of Workfire.com (a
privately-held Nevada company, acquired by Packeteer Inc. in July 2000 - at
which time he ceased to be a director). Mr. Miller was also vice-chairman and a
director of Mulgrave Independent School Society in West Vancouver, British
Columbia on a voluntary basis from 1999 through 2002.

         DAVID REDEKOP, CHIEF FINANCIAL OFFICER AND TREASURER. David Redekop has
been Chief Financial Officer of Cirond Corporation since January 1, 2004.
Immediately prior to joining Cirond Corporation, Mr. Redekop was a self-employed
consultant - a position he had held since September 2001. In July of 2001, he
was appointed a director of Hawkair Aviation Services Ltd. based in Terrace,
British Columbia - a privately-held Canadian company to which he was also
appointed Chief Financial Officer in July 2003. From April 2001 to September
2001, he served as controller at TCENet, a public Canadian company based in
Calgary, Alberta that was traded on the TSX Venture Exchange (or CDNX, as it was
known during that period). From October 2000 to March 2001, Mr. Redekop served
as Chief Financial Officer at Boltons Capital Corporation, a public Canadian
company based in Kelowna, British Columbia and traded on the TSX Venture
Exchange. From April 1998 until September 2000, Mr. Redekop served as controller
for Workfire.com (a privately-held Nevada company, acquired by Packeteer Inc. in
July 2000). In addition, Mr. Redekop currently serves as controller of Crossflux
- a privately-held Canadian company based in Kelowna, British Columbia.

         MITCHELL G. BURTON, CHIEF TECHNOLOGY OFFICER. Mitchell Burton has been
Chief Technology Officer of Cirond Corporation since January 15, 2004.
Immediately prior to joining Cirond Corporation, he was Chief Technology Officer
of Cirond Networks Inc. (a private company based in Campbell, California), a
position he assumed in November 2001. Prior to this, he was founder and CEO of
Headline Technologies Inc., a private British Columbia, Canada-based company
founded in 1993 that provided engineering design services involving analog,
digital, DSP and software design. In 2000, he also became Director of
Engineering for Sentry Telecom - a private British Columbia, Canada-based
company until January of 2001. He joined Cirond Networks Inc. in November 2001.
He is still CEO and a director of Headline Technologies Inc.

         CHRIS MOSSING, VICE PRESIDENT OF SALES AND MARKETING. Chris Mossing has
been Vice-President of Sales and Marketing for Cirond Corporation since January
15, 2004. Immediately prior to joining Cirond Corporation, Mr. Mossing worked in
the same capacity with its predecessor company Cirond Networks, Inc., a position
he assumed in March 2003. Prior to joining Cirond Networks Inc., Mr. Mossing was
a sales consultant for Businesslaunch, a private company based in Discovery Bay,
California, from January 2002 to March 2003. Between September 2001 and January
2002, Mr. Mossing worked as an independent business consultant based in San
Jose, California. From October 2000 to September 2001, Mr. Mossing served as
vice-president of sales for LiveWorld, a public company based in Campbell,
California. From November 1999 to September 2000, he was director of Western
Region Sales for Adero - a private company based in Boston, Massachusetts. From
September 1998 to October 1999, he was director of Western Region Sales for ON
Technology - a public company based in Waltham, Massachusetts.

CODE OF ETHICS

         We have not yet adopted a code of ethics that applies to our principal
executive officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, since we have been focusing
our efforts on obtaining financing for the Company. We expect to adopt a code by
the end of the current fiscal year.



                                       11
<PAGE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires our
officers, directors, and persons who beneficially own more than 10% of our
common stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than 10% beneficial owners are also required by rules
promulgated by the SEC to furnish us with copies of all Section 16(a) forms they
file.

         Based solely upon a review of the copies of such forms furnished to us,
or written representations that no Form 5 filings were required, we believe that
during the fiscal year ended December 31, 2003, there was compliance with all
Section 16(a) filing requirements applicable to our current officers, directors
and greater than 10% beneficial owners. No beneficial ownership reports were
filed by the former officers, directors or greater than 10% beneficial owners.

ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth information the remuneration of our
chief executive officers and our four most highly compensated executive officers
who earned in excess of $100,000 per annum during any part of our last three
fiscal years:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------

                                                                            LONG TERM COMPENSATION
                                ANNUAL COMPENSATION
                                                                             AWARDS             PAYOUTS
                                                           OTHER     RESTRICTED   SECURITIES
    NAME AND                                              ANNUAL        STOCK     UNDERLYING      LTIP       ALL OTHER
    PRINCIPAL      FISCAL                               COMPENSA-     AWARD(S)     OPTIONS/      PAYOUTS     COMPENSA-
    POSITION        YEAR    SALARY ($)      BONUS ($)    TION ($)        ($)       SARS (#)        ($)        TION ($)
-----------------------------------------------------------------------------------------------------------------------
<S>                 <C>     <C>                <C>          <C>          <C>          <C>          <C>          <C>
Nicholas Miller,    2003    120,000 (2)<F2>    -0-          -0-          -0-          -0-          -0-          -0-
     CEO (1)<F1>
-----------------------------------------------------------------------------------------------------------------------
Mitchell Burton,    2003    120,000 (4)<F4>    -0-          -0-          -0-          -0-          -0-          -0-
      Chief
   Technology
   Officer (3)<F3>
-----------------------------------------------------------------------------------------------------------------------
 M. Kevin Ryan,     2003        -0-            -0-          -0-          -0-          -0-          -0-          -0-
  President (5)<F5> 2002        -0-            -0-          -0-          -0-          -0-          -0-          -0-
                    2001        -0-            -0-          -0-          -0-          -0-          -0-          -0-
-----------------------------------------------------------------------------------------------------------------------
----------------
<FN>
(1)<F1>  Mr. Miller became our CEO in November 2003.
(2)<F2>  Pursuant to our contract with Amber Tiger Holding Corp., we incurred
         consulting fees of $120,000 during the fiscal period for Mr. Miller's
         services.
(3)<F3>  Mr. Burton has been CNI's Chief Technology Officer since November 2001.
(4)<F4>  Pursuant to our contract with Headline Technologies Ltd., we incurred
         consulting fees of $120,000 during the fiscal period for Mr. Burton's
         services
(5)<F5>  Mr. Ryan was President from our inception in 2000 to November 2003.
</FN>
</TABLE>

         For fiscal 2004, we pay Nicholas Miller, through Amber Tiger Holding
Corp., $15,000 per month and Mitchell Burton, through Headline Technologies
Ltd., $10,000 per month.

COMPENSATION OF DIRECTORS

         Nicholas Miller is not compensated separately for his service as a
director.

STOCK OPTION PLANS

         By written consent dated October 3, 2003, our Board of Directors
adopted the 2003 Stock Option Plan (the "Plan"). Our shareholders must adopt the
Plan by October 3, 2004, or any options granted under the Plan will be rescinded
and void.

         Pursuant to the Plan an aggregate of 3,521,000 shares of our common
stock (the "Available Shares") have




                                       12

<PAGE>

been reserved for issuance pursuant to the exercise of stock options ("Options")
which may be granted to our employees, officers, directors and consultants. The
Plan also provides for quarterly adjustments in the number of Available Shares,
to a number equal to 10% of the number of shares outstanding as of the end of
the preceding fiscal quarter or 1,616,000 shares, whichever is greater.

         The Plan is designed to (i) induce qualified persons to become
employees, officers, consultants, or directors our company; (ii) reward such
persons for past services to our company; (iii) encourage such persons to remain
in the employ of our company or associated with our company; and (iv) provide
additional incentive for such persons to put forth maximum efforts for the
success of our business. No stock options have been granted under this Plan.

         The Plan will be administered by the Board of Directors (the "Board").
Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "1934 Act"). In addition to determining who will be granted Options, the
Board has the authority and discretion to determine when Options will be granted
and the number of Options to be granted. The Board may determine which Options
may be intended to qualify ("Incentive Stock Option") for special treatment
under the Internal Revenue Code of 1986, as amended from time to time (the
"Code") or Non-Qualified Options ("Non-Qualified Stock Options") which are not
intended to so qualify. The Board also may determine the time or times when each
Option becomes exercisable, the duration of the exercise period for Options and
the form or forms of the instruments evidencing Options granted under the Plan.
The Board may adopt, amend, and rescind such rules and regulations as in its
opinion may be advisable for the administration of the Plan. The Board may amend
the Plan without shareholder approval where such approval is not required to
satisfy any statutory or regulatory requirements.

         Grants to employee directors and officer/directors can be either
Non-Qualified Stock Options or Incentive Stock Options, to the extent that they
do not exceed the Incentive Stock Option exercise limitations, and the portion
of an option to an employee director or officer/director that exceeds the dollar
limitations of Code Section 422 will be treated as a Non-Qualified Stock Option.

         The Board also may construe the Plan and the provisions in the
instruments evidencing options granted under the Plan to employee and officer
participants and is empowered to make all other determinations deemed necessary
or advisable for the administration of the Plan. The Board may not adversely
affect the rights of any participant under any unexercised option or any potion
thereof without the consent of such participant. This Plan will remain in effect
until it is terminated by the Board, except that no Incentive Stock Option will
be granted after October 3, 2013.

         The Plan contains provisions for proportionate adjustment of the number
of shares for outstanding options and the option price per share in the event of
stock dividends, recapitalizations, stock splits or combinations.

         Participants in the Plan may be selected by the Board from directors,
employees and officers of our company and its subsidiaries and consultants to
our company and its subsidiaries. In determining the persons to whom options
will be granted and the number of shares to be covered by each option, the Board
will take into account the duties of the respective persons, their present and
potential contributions to our success, and such other factors as the Board
deems relevant to accomplish the purposes of the Plan.

         Only employees of our company and its subsidiaries, as the term
"employee" is defined for the purposes of the Code, will be entitled to receive
Incentive Stock Options. Incentive Stock Options granted under the Plan are
intended to satisfy all requirements for incentive stock options under Section
422 of the Code and the Treasury Regulations thereunder.

         Each option granted under the Plan will be evidenced by a written
option agreement between us and the optionee. The option price of any Incentive
Stock Option may be not less than 100% of the Fair Market Value per share on the
date of grant of the option; provided, however, that any Incentive Stock Option
granted under the Plan to a person owning more than ten percent of the total
combined voting power of the common stock will have an option price of not less
than 110% of the Fair Market Value per share on the date of grant of the
Incentive Stock Option. Each Non-Qualified Stock Option granted under the Plan
will be at a price no less than 85% of the Fair Market Value per share on the
date of grant thereof. "Fair Market Value" per share as of a particular date is
defined in the Plan as the closing price of our common stock as reported on a
national securities exchange or the last


                                       13

<PAGE>

transaction price on the NASDAQ System or, if none, the average of the closing
bid and asked prices of our common stock as reported by NASDAQ or, if such
quotations are unavailable, the value determined by the Board in its discretion
in good faith.

         The exercise period of options granted under the Plan may not exceed
ten years from the date of grant thereof. Incentive Stock Options granted to a
person owning more than ten percent of the total combined voting power of our
common stock will be for no more than five years. The Board will have the
authority to modify, extend or renew any outstanding option at such time and
under such circumstances as it, in its sole discretion, deems appropriate.

         To exercise an option, the optionee must pay the full exercise price in
cash, by check or such other legal consideration as may be approved by the
Board. Such other consideration may consist of shares of common stock having a
Fair Market Value equal to the option price or in property or in a combination
of cash, shares, and property, subject to approval of the Board. The Board has
the sole and absolute discretion to determine whether or not property other than
cash or common stock may be used to purchase the shares of common stock
thereunder and, if so, to determine the value of the property received.

         An option may not be exercised unless the optionee then is an employee,
officer, or director of our company or its subsidiaries, and unless the optionee
has remained continuously as an employee, officer, or director of our company
since the date of grant of the option. If the optionee ceases to be an employee,
officer, or director of our company or its subsidiaries other than by reason of
death, disability, or for cause, all options granted to such optionee, fully
vested to such optionee but not yet exercised, will terminate 90 days after the
date the optionee ceases to be an employee, officer or director of our company.

         If the employee is terminated "for cause" (as that term is defined in
the Plan), such employee's options will terminate immediately on the date the
optionee ceases employment or association.

         If an optionee dies while an employee, officer or director of our
company, or if the optionee's employment, officer, or director status terminates
by reason of disability, all options theretofore granted to such optionee,
whether or not otherwise exercisable, unless earlier terminated in accordance
with their terms, may be exercised at any time within twelve months after the
date of death or disability of said optionee, by the optionee or by the
optionee's estate or by a person who acquired the right to exercise such options
by bequest or inheritance or otherwise by reason of the death or disability of
the optionee.

         Options granted under the Plan are not transferable other than by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, or the rules thereunder. Options may be exercised,
during the lifetime of the optionee, only by the optionee and thereafter only by
his legal representative. An optionee has no rights as a shareholder with
respect to any shares covered by an option until the option has been exercised.

         As a condition to the issuance of shares upon the exercise of an
option, we will require the optionee to pay to us the amount of our tax
withholding liability required in connection with such exercise. We, to the
extent permitted or required by law, may deduct a sufficient number of shares
due to the optionee upon exercise of the option to allow us to pay such
withholding taxes. We are not obligated to advise any optionee of the existence
of any tax or the amount which we will be so required to withhold.

         Unless otherwise specified in an optionee's agreement, options granted
under the Plan will become vested with the optionee over a two-year period, with
one-sixth of the options vesting every four months, in addition to any other
vesting requirements determined by the Board at the time of grant.


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

         The following table provides certain information as to our officers and
directors individually and as a group, and the holders of more than 5% of our
common stock, as of April 30, 2004. Except as otherwise indicated,


                                       14
<PAGE>
the persons named in the table have sole voting and investing power with respect
to all shares of stock owned by them.

<TABLE>
<CAPTION>
                                                              AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>                  BENEFICIAL OWNERSHIP           PERCENT OF CLASS (2)<F2>
<S>                                                                <C>                               <C>
Nicholas Miller                                                    17,000,000 (3)<F3>                48.3%
4185 Still Creek Drive #B-101
Burnaby, British Columbia V5C 6G9 Canada

Seaside Holdings Inc.                                              17,000,000 (3)                    48.3%
4185 Still Creek Drive #B-101
Burnaby, British Columbia V5C 6G9 Canada

Mitchell G. Burton                                                      -0-                            -

David Redekop                                                           -0-                            -

Chris Mossing                                                           -0-                            -

All officers and directors as a group  (4 persons)                 17,000,000 (3)<F3>                48.3%
-------------------
<FN>
(1)<F1>  To our knowledge, except as set forth in the footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole voting and investment power with respect to the
         shares set forth opposite such person's name.

(2)<F2>  This table is based on 35,210,000 shares of Common Stock outstanding as
         of April 30, 2004. If a person listed on this table has the right to
         obtain additional shares of Common Stock within sixty (60) days from
         April 30, 2004, the additional shares are deemed to be outstanding for
         the purpose of computing the percentage of class owned by such person,
         but are not deemed to be outstanding for the purpose of computing the
         percentage of any other person.

(3)<F3>  These shares are held by Seaside Holdings Inc. Mr. Miller is the sole
         officer and director and a principal shareholder of Seaside Holdings
         Inc. and as such is deemed to beneficially own such shares. Mr. Miller
         owns 7,266,667 shares (43.5%) of Seaside Holdings Inc.'s outstanding
         common stock.
</FN>
</TABLE>

         Seaside Holdings Inc. may be deemed to be the "parent" of our company
within the meaning of the rules and regulations of the Securities and Exchange
Commission. Mr. Miller owns 7,266,667 shares (43.5%) of Seaside Holdings Inc.'s
outstanding common stock. Messrs. Burton, Redekop and Mossing do not own any
equity securities of Seaside Holdings Inc.

EQUITY COMPENSATION PLANS

         As of December 31, 2003, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
        PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                           <C>                       <C>
Equity compensation plans                  None                          N/A                         None
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not              None                          N/A                       3,898,750
approved by security holders
(1)<F1>
-------------------------------------------------------------------------------------------------------------------

                                       15
<PAGE>

<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                   OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND       REMAINING AVAILABLE FOR
        PLAN CATEGORY               WARRANTS AND RIGHTS                RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                           <C>                       <C>

Total                                      None                                                      None
-------------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  Effective October 3, 2003, our board of directors adopted the 2003
         Stock Option Plan. Under the 2003 Stock Option Plan, as of April 30,
         2004, stock options may be granted for a total of 3,521,000 shares our
         common stock. This amount is adjusted quarterly. A description of the
         2003 Stock Option Plan is contained in "Item 10. Executive Compensation
         - Stock Option Plans." Management has agreed to issue stock, or is
         contemplating issuing, options to acquire 3,898,750 shares of our
         common stock to certain of our employees, including our officers and
         directors. Some of these options are to be issued pursuant to offers of
         employment which were made to some of our employees. To the extent
         possible, these options will be issued pursuant to the 2003 Stock
         Option Plan. As of April 30, 2004, these options have not been
         issued. To the extent that we cannot issue all of the options under the
         2003 Stock Option Plan, we may issue options outside of the 2003 Stock
         Option Plan.
</FN>
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors, officers
or principal shareholders, nor any family member of the foregoing, nor, to the
best of our information and belief, any of our former directors, senior officers
or principal shareholders, nor any family member of such former directors,
officers or principal shareholders, has or had any material interest, direct or
indirect, in any transaction, or in any proposed transaction which has
materially affected or will materially affect us.

NICHOLAS MILLER

          We, through CNI, have entered into a Management Advisory Services
Agreement with Amber Tiger Holdings Corp., a company owned and controlled by
Nicholas Miller, the president and sole director of CNI, and an officer,
director and principal, beneficial shareholder of Cirond Corporation. The
agreement provides for the provision of management services to us by Nicholas
Miller in connection with his role as our president and CEO. During the years
ended December 31, 2002 and 2003, CNI incurred consulting fees of $110,000 and
$120,000, respectively, from Amber Tiger.

         For the year ended December 31, 2002, we made cash payments to Amber
Tiger in the amount of $100,000 and $10,000 was recorded as a payable at
December 31, 2002. For the year ended December 31, 2003, we made cash payments
to Amber Tiger in the amount of $90,000 and $40,000 was recorded as a payable at
December 31, 2003 (of which $10,000 related to 2002).

MITCHELL BURTON

         We, through CNI, have entered into a Management Advisory Services
Agreement with Headline Technologies Ltd., a company owned and controlled by
Mitchell Burton, the chief technology officer of CNI and chief technology
officer of Cirond Corporation. The agreement provides for the provision of
management services to us by Mitchell Burton in connection with his role as our
chief technology officer. During the years ended December 31, 2002 and 2003, CNI
incurred consulting fees of $110,000 and $120,000, respectively, from Headline
Technologies.

         For the year ended December 31, 2002 we made cash payments to Headline
Technologies in the amount of $55,000 in paid compensation and $55,000 was
recorded as a payable at December 31, 2002. For the year ended December 31,
2003, we made cash payments to Headline Technologies in the amount of $85,000
and $90,000 was recorded as a payable at December 31, 2003 (of which $55,000
related to 2002).


                                       16

<PAGE>

SEASIDE HOLDINGS INC.

         As of the December 31, 2003, we were indebted to Seaside Holdings Inc.,
a principal shareholder and a company in which Mr. Miller serves as the sole
officer and director, in the amount of $171,576. The debt relates to
inter-company obligations from CNI to Seaside Holdings Inc. which were incurred
prior to our acquisition of CNI. The debt is unsecured, non-interest bearing and
has not fixed terms of repayment.

         Seaside Holdings Inc. owns 17,000,000 shares of our outstanding common
stock , which equals 48.3% as of April 30, 2004, and as such may be deemed to be
the "parent" of our company within the meaning of the rules and regulations of
the Securities and Exchange Commission. Mr. Miller is the sole officer and
director of Seaside Holdings Inc. and owns 7,266,667 shares (43.5%) of its
outstanding common stock. Messrs. Burton, Redekop and Mossing do not own any
equity securities of Seaside Holdings Inc.

CONFLICTS OF INTEREST

         In accordance with the laws applicable to us, our directors are
required to act honestly and in good faith with a view to our best interests. In
the event that a conflict of interest arises at a meeting of the board of
directors, a director who has such a conflict will disclose the nature and
extent of his interest to the meeting and abstain from voting for or against the
approval of the matter in which he has a conflict.

PROMOTERS

         M. Kevin Ryan and Robert Gardner may be deemed to be "promoters" of our
company within the meaning of the rules and regulations of the Securities and
Exchange Commission.

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

EXHIBITS TO THIS FORM 10-KSB

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                          EXHIBIT
--------------------------------------------------------------------------------
   2.1        Stock Exchange Agreement by and between Cirond Corporation (f/k/a
              eXmailit.com) and Seaside Holdings Inc. (f/k/a Cirond Technologies
              Inc.) dated August 29, 2003 (1)
--------------------------------------------------------------------------------
   2.2        First Amendment to Stock Exchange Agreement by and between Cirond
              Corporation and Seaside Holdings Inc. (f/k/a Cirond Technologies
              Inc.) dated November 13, 2003 (1)
--------------------------------------------------------------------------------
   2.3        Articles of Exchange
--------------------------------------------------------------------------------
   3.1        Articles of Incorporation, as amended
--------------------------------------------------------------------------------
   3.2        Bylaws, as amended
--------------------------------------------------------------------------------
  10.1        Management Advisory Services Agreement with Amber Tiger Holdings
              Corp. dated February 1, 2002
--------------------------------------------------------------------------------
  10.2        Management Advisory Services Agreement with Headline Technologies
              Ltd. dated February 1, 2002
--------------------------------------------------------------------------------
  10.3        2003 Stock Option Plan
--------------------------------------------------------------------------------
  10.4        Management Advisory Services Agreement with Amber Tiger Holdings
              Corp. dated January 1, 2004
--------------------------------------------------------------------------------
  16.1        Letter from Parker & Co. dated December 3, 2003 (1)
--------------------------------------------------------------------------------

                                       17

<PAGE>

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                          EXHIBIT
--------------------------------------------------------------------------------
  21.1        Subsidiaries of Cirond Corporation
--------------------------------------------------------------------------------
  31.1        Rule 13a-14(a) Certification of Chief Executive Officer
--------------------------------------------------------------------------------
  31.2        Rule 13a-14(a) Certification of Chief Financial Officer
--------------------------------------------------------------------------------
  32.1        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief
              Executive Officer
--------------------------------------------------------------------------------
  32.2        Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
              Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief
              Financial Officer
--------------------------------------------------------------------------------
----------------

(1)  Incorporated by reference to the exhibits to the registrant's current
     report on Form 8-K dated November 25, 2003, filed December 5, 2003.
(2)  Incorporated by reference to the exhibits to the registrant's registration
     statement on Form 10-SB, filed April 29, 2002.

REPORTS ON FORM 8-K

         During the last quarter of the period covered by this report, we filed
the following reports on Form 8-K:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                          DATE REPORT WAS                                                               FINANCIAL
 DATE OF EVENT                FILED                             ITEMS REPORTED                     STATEMENTS FILED
---------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                                                 <C>
September 8, 2003        October 10, 2003       Item 4 - Changes in Registrant's Certifying         None required
                                                Accountant
---------------------------------------------------------------------------------------------------------------------
November 14, 2003        November 19, 2003      Item 4 - Changes in Registrant's Certifying         None required
                                                Accountant
---------------------------------------------------------------------------------------------------------------------
December 5, 2003         November 25, 2003      Item 1 - Changes in Control of Registrant; Item 2   Filed by
                                                - Acquisition or Disposition of Assets; Item 4 -    amendment to
                                                Changes in Registrant's Certifying Accountant;      this Form 8-K on
                                                Item 5 - Other Events and Regulation FD             April 19, 2004
                                                Disclosure; and Item 7 - Financial Statements and
                                                Exhibits
---------------------------------------------------------------------------------------------------------------------
</TABLE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         For the fiscal years ended December 31, 2003 and 2002, our principal
accountant is expected to bill approximately $30,000 and billed $32,300,
respectively, for the audit of our annual financial statements and review of
financial statements included in our Form 10-QSB filings.

AUDIT-RELATED FEES

         There were no fees billed for services reasonably related to the
performance of the audit or review of our financial statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2003 and 2002.

TAX FEES

         For the fiscal years ended December 31, 2003 and 2002, our principal
accountant is expected to bill




                                       18


<PAGE>
approximately $20,000 and has billed $nil, respectively, for tax compliance, tax
advice, and tax planning services.

ALL OTHER FEES

         There were no fees billed for services by our principal accountant,
other than those disclosed above.

PRE-APPROVAL POLICIES AND PROCEDURES

         Prior to engaging our accountants to perform a particular service, our
board of directors obtains an estimate for the service to be performed. The
audit committee in accordance with our procedures approved all of the services
described above.

                                       19
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      CIROND CORPORATION



Date:   May 7, 2004                  By:  /s/ NICHOLAS R. MILLER
                                         ---------------------------------------
                                             Nicholas R. Miller, 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.

<TABLE>
<CAPTION>
       SIGNATURE                                    TITLE                              DATE
<S>                                  <C>                                        <C>



/s/ NICHOLAS MILLER                  Chief Executive Officer and Director          May 7, 2004
---------------------------------                                               ---------------------
Nicholas Miller


/s/ DAVID REDEKOP                                                                  May 7, 2004
---------------------------------     Chief Financial Officer (Principal        ---------------------
David Redekop                         Accounting Officer)

</TABLE>











                                       20

<PAGE>












                  Consolidated Financial Statements of

                  CIROND CORPORATION (FORMERLY EXMAILIT.COM)

                  (A Development Stage Enterprise)

                  (Expressed in United States dollars)

                  Year ended December 31, 2003


















                                      F-1
<PAGE>
KPMG

KPMG LLP
Chartered Accountants
300-1674 Bertram Street                                 Telephone (250) 979-7150
Kelowna BC V1Y 9G4                                      Telefax (250) 763-0044
Canada                                                  www.kpmg.ca



INDEPENDENT AUDITORS' REPORT


To the stockholders of Cirond Corporation (formerly eXmailit.com)



We  have  audited  the  accompanying   consolidated  balance  sheets  of  Cirond
Corporation (a Development  Stage  Enterprise) as of December 31, 2003 and 2002,
and the related consolidated  statements of loss,  stockholders'  deficiency and
comprehensive  loss and cash flows for the years then ended and the period  from
inception  (March 7, 2001) to December 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 Cirond Corporation
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the years then ended and for the period from inception (March 7, 2001)
to December  31,  2003,  in  conformity  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 discussed in note 2(a) to
the  consolidated  financial  statements,  the Company has incurred losses since
inception and has a working capital  deficiency,  factors that raise substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these  matters  are also  discussed  in note  2(a).  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/ KPMG LLP



Chartered Accountants

Kelowna, Canada

March 19, 2004, except as to note 14 which is as of May 4, 2004



KPMG LLP, a Canadian limited liability partnership is the Canadian [unreadable]

                                      F-2
<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Consolidated Balance Sheets

(Expressed in United States dollars)

December 31, 2003 and 2002

<TABLE>
<CAPTION>
===================================================================================================================
                                                                            2003                          2002
-------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                       <C>

ASSETS

Current assets:
     Cash                                                              $      86,066             $      60,135
     Amounts receivable, net of allowance of nil (2002 - $nil)                19,679                     3,513
     Prepaid expenses and deposits                                            12,492                       412
     --------------------------------------------------------------------------------------------------------------
                                                                             118,237                    64,060

Property, plant and equipment (note 4)                                        54,497                    19,634

Website development (note 5)                                                   9,512                    15,854

-------------------------------------------------------------------------------------------------------------------
                                                                       $     182,246             $      99,548
===================================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Accounts payable and accrued liabilities (note 6)                 $     165,522             $      94,521
     Consulting fees payable (note 7)                                        130,000                    65,000
     Loan payable (note 8)                                                    75,000                         -
     Deferred revenue                                                          6,884                         -
     Share subscriptions payable (note 9)                                    375,000                         -
     Due to stockholder (note 10)                                            171,576                   143,155
     --------------------------------------------------------------------------------------------------------------
                                                                             923,982                   302,676

Stockholders' deficiency:
     Capital stock:
            25,000,000  preferred shares, issuable in series, with a par
                        value of $0.001 per share authorized, nil issued
           100,000,000  voting common shares, with $0.001 par value
                        authorized, 34,460,000 issued (December 31,
                        2002 - 14,740,250)                                    34,460                     1,474

     Additional paid-in capital                                              915,913                   298,898
     Deficit accumulated during the development stage                     (1,692,109)                 (503,500)
     --------------------------------------------------------------------------------------------------------------
                                                                            (741,736)                 (203,128)
Going concern (note 2(a))
Subsequent events (notes 8, 9 and 14)

-------------------------------------------------------------------------------------------------------------------
                                                                       $     182,246             $      99,548
===================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-3

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Consolidated Statements of Loss

(Expressed in United States dollars)


<TABLE>
<CAPTION>
===================================================================================================================
                                                       From inception
                                                       (March 7, 2001)         Year ended           Year ended
                                                      to December 31,        December 31,         December 31,
                                                                 2003                2003                 2002
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                 <C>                   <C>
Revenue:
      Software licence fees                            $       27,649      $       27,649        $        -


Expenses:
     Advertising and promotion                                112,074              69,471               42,603
     Amortization                                              31,527              24,650                6,877
     Consulting fees (note 6)                                 370,013             255,945              114,068
     Foreign currency exchange loss                             5,914               2,408                3,506
     Interest                                                   1,978               1,867                  111
     Office and administrative                                 30,373              22,192                7,715
     Professional fees                                        152,986             100,071               47,915
     Research and development                                 656,324             404,886              251,438
     Salaries and benefits                                     98,894              98,894                 -
     Travel                                                   135,295             111,232               24,063
     --------------------------------------------------------------------------------------------------------------
                                                            1,595,378           1,091,616              498,296

-------------------------------------------------------------------------------------------------------------------
Loss before interest income                                (1,567,729)         (1,063,967)            (498,296)

Interest income                                                   267                   5                  262

-------------------------------------------------------------------------------------------------------------------
Loss                                                   $   (1,567,462)      $  (1,063,962)       $    (498,034)
===================================================================================================================

Weighted average number of common
   shares outstanding, basic and diluted                   17,452,927          18,722,082           16,931,366

Loss per share, basic and diluted                      $        (0.09)      $       (0.06)       $       (0.03)
===================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                      F-4

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Consolidated Statement of Stockholders' Deficiency and Comprehensive Loss

(Expressed in United States dollars)

From inception (March 7, 2001) to December 31, 2003


<TABLE>
<CAPTION>
===================================================================================================================
                                                                                 Deficit
                                                                             accumulated                 Total
                                                             Additional       during the         stockholders'
                                            Common Stock        paid-in      development                equity
                                         Shares     Amount      capital            stage          (deficiency)
-------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>        <C>             <C>                  <C>
Shares issued for cash
  on March 7, 2001                   16,540,312  $   1,654  $      (220)    $       -            $       1,434

Comprehensive loss:
  Loss                                     -          -            -              (5,466)               (5,466)
-------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001           16,540,312      1,654         (220)          (5,466)               (4,032)

Shares issued for cash from
   February 12 to March 25,
   2002 at $0.75 per share              459,688         46      298,892             -                  298,938

Comprehensive loss:
  Loss                                     -          -            -            (498,034)             (498,034)
-------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002           17,000,000      1,700      298,672         (503,500)             (203,128)

Shares held by Cirond
  stockholders and effect of
  recapitalization transaction
  (note 3)                           16,160,000          1         -            (124,647)             (124,646)

Promissory notes converted
  to shares at $0.50 per share
  (note 3)                            1,300,000        130      649,870             -                  650,000

Adjustment to capital stock to
  equal par value of Cirond
  capital stock                            -        32,629      (32,629)            -                     -

Comprehensive loss:
  Loss                                     -          -            -          (1,063,962)           (1,063,962)
-------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2003           34,460,000  $  34,460  $   915,913     $ (1,692,109)        $    (741,736)

===================================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.



                                      F-5

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

(Expressed in United States dollars)

<TABLE>
<CAPTION>
===================================================================================================================
                                                       From inception
                                                       (March 7, 2001)        Year ended,           Year ended
                                                      to December 31,        December 31,         December 31,
                                                                 2003                2003                 2002
-------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                  <C>                  <C>

Cash provided by (used in):

Operations:
     Loss                                              $   (1,567,462)      $  (1,063,962)       $    (498,034)
     Item not involving cash:
         Amortization                                          31,527              24,650                6,877
     Changes in non-cash working capital:
         Amounts receivable                                   (19,679)            (16,166)              (3,513)
         Prepaid expenses and deposits                        (12,492)            (12,080)                (412)
         Accounts payable and accrued liabilities             164,328              69,807               89,055
         Consulting fees payable                              130,000              65,000               65,000
         Deferred revenue                                       6,884               6,884                    -
     --------------------------------------------------------------------------------------------------------------
                                                           (1,266,894)           (925,867)            (341,027)
Financing:
     Common shares issued for cash                            300,372                -                 298,938
     Promissory note proceeds                                 650,000             650,000                 -
     Share subscriptions proceeds                             375,000             375,000                 -
     Advances from stockholder                                171,576              28,421              143,155
     --------------------------------------------------------------------------------------------------------------
                                                            1,496,948           1,053,421              442,093

Investing:
     Expenditures on website development                      (19,025)                  -              (19,025)
     Expenditures on property, plant and equipment            (76,511)            (53,171)             (23,340)
     Advances to Cirond prior to recapitalization
       transaction (note 3)                                   (55,157)            (55,157)                -
     Cash acquired on recapitalization transaction
       (note 3)                                                 6,705               6,705                 -
     --------------------------------------------------------------------------------------------------------------
                                                             (143,988)           (101,623)             (42,365)

-------------------------------------------------------------------------------------------------------------------
Increase in cash                                               86,066              25,931               58,701

Cash, beginning of period                                        -                 60,135                1,434

-------------------------------------------------------------------------------------------------------------------
Cash, end of period                                    $       86,066       $      86,066        $      60,135
===================================================================================================================


Supplementary information:
  Interest paid                                        $         -          $        -           $        -
  Income taxes paid                                    $         -          $        -           $        -
===================================================================================================================

Non-cash financing and investing activities:
     Common shares issued upon conversion of
       promissory notes (note 3)                              650,000             650,000                 -
     Net liabilities assumed on recapitalization
       transaction (note 3)                                    76,194              76,194                 -
===================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

1.   OPERATIONS:

     Cirond  Corporation (the "Company" and "Cirond") is incorporated  under the
     laws of the State of Nevada. The Company's  principle  business  activities
     include the development and marketing of solutions for wireless  networking
     designed to enhance the usability, performance, and security of 802.11b and
     802.11a  (WiFi)  Wireless  Local  Area  Networks  (WLAN).  The  Company  is
     primarily targeting  enterprises and institutional  customers requiring the
     use of  wireless  networks.  To  December  31,  2003,  the  Company has not
     generated  significant  revenues and is  continuing to develop its business
     model.  Accordingly,  the Company is in the development stage for financial
     reporting purposes.

2.   SIGNIFICANT ACCOUNTING POLICIES

     a)  Going concern

     These  financial  statements have been prepared on the going concern basis,
     which assumes the  realization of assets and liquidation of liabilities and
     commitments in the normal course of business for the foreseeable future. As
     shown in the consolidated financial statements,  the Company has incurred a
     loss of  $1,567,462  for the  period  from  inception  (March  7,  2001) to
     December  31, 2003,  and has a working  capital  deficiency  of $805,745 at
     December  31,  2003.  These  factors  raise  substantial  doubt  as to  the
     Company's ability to continue as a going concern.

     The  application  of the  going  concern  concept  is  dependent  upon  the
     Company's  ability  to  receive   continued   financial  support  from  its
     creditors,  stockholders  and external  investors and attaining  profitable
     operations through the sale of its software.  These consolidated  financial
     statements  do not give  effect to any  adjustment  should  the  Company be
     unable to  continue  as a going  concern  and,  therefore,  be  required to
     realize its assets and discharge its  liabilities  in other than the normal
     course of business  and at amounts  differing  from those  reflected in the
     consolidated  financial  statements.  Management plans to obtain equity and
     debt financing from external  investors and to actively market its wireless
     technology applications.

     Management believes the plan described above will be sufficient to meet the
     Company's  liabilities and commitments as they become payable over the next
     twelve  months.  There can be no assurance that  management's  plan will be
     successful.  Failure to obtain the support of additional external investors
     to  finance  the  development  and  marketing  of  the  Company's  wireless
     technology  applications  will cause the Company to curtail  operations and
     impair the Company's ability to continue as a going concern.


                                      F-7
<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     b)  Basis of consolidation

         These  financial  statements  have been  prepared  in  accordance  with
         accounting  principles  generally  accepted  in the  United  States  of
         America and include  the  accounts of the Company and its  wholly-owned
         subsidiaries Cirond Networks Inc. and Cirond Networks (Canada) Inc. All
         material intercompany balances and transactions have been eliminated.

         Effective  November  25, 2003,  the Company  issued  17,000,000  common
         shares in  consideration  for 100% of the outstanding  common shares of
         Cirond Networks,  Inc. ("CNI"). As CNI stockholders obtained control of
         the Company through the exchange of shares,  the acquisition of CNI has
         been  accounted  for in these  consolidated  financial  statements as a
         recapitalization  transaction,  effectively as if CNI had issued shares
         for  consideration  equal to the net tangible assets of Cirond followed
         by a recapitalization of its common shares (note 3).

         On  November  25,  2003,  the  name of the  Company  was  changed  from
         eXmailit.com to Cirond Corporation.

         The  consolidated  statements  of loss,  stockholders'  deficiency  and
         comprehensive loss and cash flows reflect the results of operations and
         changes  in  financial  position  of  CNI,  for  the  period  from  its
         incorporation  on March 7, 2001 to December  31,  2003,  combined  with
         those of the legal parent,  Cirond, from November 25, 2003, the date of
         the   recapitalization,   in  accordance  with  accounting   principles
         generally accepted in the United States of America.

     c)  Property, plant and equipment

         Property,  plant and  equipment,  consisting  of computer  hardware and
         software  and office  equipment,  are  recorded  at cost.  The  Company
         monitors the  recoverability of property,  plant and equipment based on
         estimates  using  factors such as expected  future  asset  utilization,
         business climate and future  undiscounted cash flows expected to result
         from the use of the related  assets or be realized on sale. The Company
         recognizes an impairment loss if the projected undiscounted future cash
         flows are less than the carrying  amount.  The amount of the impairment
         charge,  if any, is measured  equal to the excess of the carrying value
         over the  expected  future cash flows  discounted  using the  Company's
         average cost of funds.  To date no such  impairment has been indicated.
         Amortization  is provided  on a  straight-line  basis at the  following
         annual  rates which are  intended  to amortize  the cost of assets over
         their estimated useful life:

         =======================================================================
                                                                            Rate
         -----------------------------------------------------------------------

         Computer hardware                                                   33%
         Computer software                                                   50%
         Furniture and equipment                                             20%
         =======================================================================


                                      F-8

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     d)  Website development

         Website  development  costs incurred in the planning stage are expensed
         as incurred.  The costs of application and  infrastructure  development
         incurred  subsequent  to  the  preliminary  project  stage,  that  have
         received management approval for further  development,  are capitalized
         and amortized on the  straight-line  method over their estimated useful
         life  (estimated  to be three  years).  Once the website is  developed,
         operating costs are expensed as incurred.

     e)  Revenue recognition

         In  accordance  with  the  provisions  of  the  American  Institute  of
         Certified  Public  Accountant's  Statement of Position  97-2  "Software
         Revenue  Recognition",  revenue from one-time software license sales is
         generally  recognized  once  delivery  has  occurred,  evidence  of  an
         arrangement  exists,  the fee is fixed and determined and collection of
         the  fee  is  probable,   provided  there  are  no  significant  vendor
         obligations remaining. For multiple element arrangements,  where Vendor
         Specific Objective Evidence ("VSOE") of fair value is available for all
         elements,   the   contract   value  is   allocated   to  each   element
         proportionately  based upon  relative VSOE of fair value and revenue is
         recognized  separately  for each  element.  Where VSOE of fair value is
         available for all undelivered elements,  the residual method is used to
         value the delivered elements. Where VSOE of fair value is not available
         for an undelivered element,  contract accounting is used to account for
         the entire contract value.

     f)  Income taxes

         The Company  accounts  for income  taxes using 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.

         When it is not  considered  to be more  likely than not that a deferred
         tax asset will be realized,  a valuation  allowance is provided for the
         excess.

         The Company has  consolidated  non-capital  losses  available to reduce
         future years' taxable income of approximately  $1,600,000,  expiring in
         the 2008 - 2010  taxation  years.  No amount has been  reflected on the
         consolidated  balance  sheet for deferred  income taxes as any deferred
         income tax asset has been fully offset by a valuation allowance.


                                      F-9


<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     g)  Loss per share

         Basic loss per share has been calculated by dividing  income  available
         to common  shareholders by the weighted average number of common shares
         outstanding during the period.  Income available to common shareholders
         is after deduction for dividends  declared and cumulative  dividends on
         preferred  shares, if any. As the Company has a net loss in each of the
         periods presented, basic and diluted loss per share are the same.

     h)  Stock option plan

         During  the year  ended  December  31,  2003,  the  Board of  Directors
         approved a stock option plan whereby employees,  officers,  consultants
         and directors of the Company could be granted  options to subscribe for
         common stock of the Company up to a maximum of 1,616,000 common shares,
         adjusted  quarterly to a number  equal to the greater of 1,616,000  and
         10% of the Company's  outstanding  common shares.  The exercise  price,
         vesting period and exercise period of options  granted  pursuant to the
         plan are  determined  by the Board of  Directors  at the time of grant;
         however  the  exercise  price  shall be not  less  than 85% of the fair
         market value of the  Company's  common stock at the date of grant,  and
         have an exercise  period not to exceed 10 years.  No options  have been
         granted pursuant to the plan to date.

     i)  Translation of financial statements

         The  Company's  functional  currency is the United States  dollar.  The
         Company's subsidiary,  Cirond Networks (Canada) Inc. operates in Canada
         and incurs the  majority of its expenses in Canadian  dollars,  however
         the United  States  dollar  has been  determined  to be its  functional
         currency,  as it is  entirely  reliant  upon  the  Company  to fund its
         operations.  Accordingly  the method of translation of Canadian  dollar
         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.

         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.

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


                                      F-10
<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     j)  Recent accounting pronouncements

         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  supersedes
         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 is  applied  prospectively  to  exit or
         disposal activities  initiated after December 31, 2002. The adoption of
         this  statement  did  not  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
         disclosure  provisions  are effective for periods ending after December
         15, 2002. 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 did not have a
         material  effect on the  Company's  financial  position  or  results of
         operations.

         During January 2003, the FASB issued,  and  subsequently  revised,  its
         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 Company will be required to
         apply the  consolidation  provisions  of the  interpretation  as of the
         beginning  of its second  quarter  of fiscal  2004.  Implementation  of
         Interpretation  No. 46, as revised,  is not expected to have a material
         effect on the Company's financial position or results of operations.

         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 adoption
         of this  statement  did not have a  material  impact  on the  Company's
         consolidated financial position or results of operations.

                                      F-11

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

     k)  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 disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported  amounts of revenues  and expenses  during the period.  Actual
         results could differ from those estimates.

3.   RECAPITALIZATION TRANSACTION:

     Effective  November  25,  2003,  CNI and Cirond  executed an amended  share
     exchange  agreement.  At  November  25,  2003,  Cirond was a shell  company
     without substantive  operations.  Just prior to the share exchange,  Cirond
     effected  a  16:1  forward  stock  split  followed  by  a  cancellation  of
     47,840,000  common shares reducing the total  outstanding  common shares of
     the Company to 16,160,000. The Company then issued 17,000,000 common shares
     to the  stockholders  of CNI in  consideration  for all of the  issued  and
     outstanding  common  shares  of  CNI.  As the  former  stockholders  of CNI
     obtained   control  of  the  Company  through  the  share  exchange,   this
     transaction  has been  accounted  for in these  financial  statements  as a
     recapitalization  transaction.  Under recapitalization  accounting,  CNI is
     considered to have issued common shares for consideration  equal to the net
     monetary assets of Cirond with the results of Cirond operations included in
     the consolidated financial statements from the date of recapitalization.

     Net deficiency assumed:
       Cash                                                       $       6,705
       Accounts payable and accrued liabilities                          (1,194)
       Loan payable                                                     (75,000)
       Advances from CNI prior to recapitalization transaction          (55,157)
     ---------------------------------------------------------------------------
                                                                       (124,646)
     ===========================================================================

     Consideration given for net deficiency assumed:
       17,000,000 common shares issued                                        1
       Charge to deficit                                               (124,647)
     ---------------------------------------------------------------------------
                                                                  $    (124,646)
     ===========================================================================

     Immediately  subsequent to the  recapitalization  transaction,  the Company
     issued 1,300,000 common shares in exchange for $650,000 of promissory notes
     in CNI.

                                      F-12

<PAGE>




CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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


4.   PROPERTY, PLANT AND EQUIPMENT:

<TABLE>
<CAPTION>
     ===========================================================================================================
     2003                                                             Cost        Accumulated          Net book
                                                                                 amortization             value
     -----------------------------------------------------------------------------------------------------------
<S>                                                      <C>                <C>                <C>

     Computer hardware                                   $          41,892  $          10,127  $         31,765
     Computer software                                               9,233              6,457             2,776
     Furniture and equipment                                        25,386              5,430            19,956
     -----------------------------------------------------------------------------------------------------------
                                                         $          76,511  $          22,014  $         54,497
     ===========================================================================================================


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

     Computer hardware                                   $          13,310  $           2,218  $         11,092
     Computer software                                               3,235                808             2,427
     Furniture and equipment                                         6,795                680             6,115
     -----------------------------------------------------------------------------------------------------------
                                                         $          23,340  $           3,706  $         19,634
     ===========================================================================================================

5.   WEBSITE DEVELOPMENT:

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

     Website development costs                           $          19,025              9,513  $          9,512

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



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

     Website development costs                           $          19,025              3,171  $         15,854

     -----------------------------------------------------------------------------------------------------------
</TABLE>

6.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

     Included in accounts  payable and accrued  liabilities at December 31, 2003
     is $50,776 that is currently being disputed by management with a supplier.

                                      F-13

<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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


7.   RELATED PARTY TRANSACTIONS:

     During the year ended  December 31, 2003, the Company  incurred  consulting
     fees from a company  controlled by the president  totaling $120,000 (2002 -
     $110,000).  At  December  31,  2003,  $40,000  (2002 -  $10,000)  of  these
     consulting fees were included in consulting fees payable.

     The amounts were not subject to a written  agreement  but were  incurred in
     the normal  course of operations  and are recorded at the exchange  amount,
     which is the amount established and agreed to by the related parties.

8.   LOAN PAYABLE:

     The loan payable does not bear interest,  is unsecured,  has no fixed terms
     of repayment and is not subject to a written  agreement.  On March 1, 2004,
     the Company repaid the loan payable.

9.   SHARE SUBSCRIPTIONS PAYABLE:

     During the year ended December 31, 2003, the Company received subscriptions
     for 750,000 common shares at $0.50 per share for aggregate cash proceeds of
     $375,000. The common shares were issued subsequent to December 31, 2003.

10.  DUE TO STOCKHOLDER:

     Due to  stockholder  is  unsecured,  non-interest  bearing and has no fixed
     terms of repayment.

11.  COMMITMENTS:

     On May 1, 2003, the Company  entered an operating lease for office premises
     that requires the following annual minimum lease payments:

     ---------------------------------------------------------------------------
     2004                                                      $         21,893
     2005                                                      $         24,158
     2006                                                      $          8,305
     ---------------------------------------------------------------------------


12.  FINANCIAL INSTRUMENTS:

     The fair values of cash, amounts  receivable,  accounts payable and accrued
     liabilities,  consulting fees payable, loan payable and share subscriptions
     payable  approximate  their  carrying  values due to the  relatively  short
     periods to maturity of these instruments.  It is not practical to determine
     the fair value for due to  stockholder  due to the related  party nature of
     the  amount  and  the  absence  of a  trading  market  for  such  financial
     instruments.  The maximum credit risk exposure for all financial  assets is
     the carrying amount of that asset.

                                      F-14
<PAGE>


CIROND CORPORATION (FORMERLY EXMAILIT.COM)

(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

(Expressed in United States dollars)

Years ended December 31, 2003 and 2002

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


13.  COMPARATIVE FIGURES:

     Certain of the comparative  figures have been  reclassified to conform with
     the financial presentation adopted for the current year.

14.  SUBSEQUENT EVENTS:

     a)  On  March 26, 2004,  the  Company received a subscription for 4,000,000
         common shares and common share  purchase  warrants for  aggregate  cash
         proceeds of $2 million.  Subsequent to March 26, 2004,  the  subscriber
         retracted  their  share  subscription.  On May  4,  2004,  the  Company
         returned  $1.5  million to the  subscriber.  $100,000 of the  remaining
         $500,000 will be returned once a finders fee of $100,000 is refunded to
         the Company. The remaining share subscription of $400,000 was converted
         into a demand loan which is due  September  30, 2004,  is unsecured and
         bears  interest  at 5%.  The  demand  loan is not  subject to a written
         agreement.

     b)  Subsequent to December 31, 2003, the Company issued a perpetual license
         for the use of its source code for its existing  software products to a
         third party in exchange for cash proceeds of $700,000.  In  conjunction
         with this  agreement,  the Company will provide support and maintenance
         services for a one year term for cash proceeds of $100,000.  The annual
         support and  maintenance  services are renewable,  at the option of the
         customer, at $100,000.











                                      F-15