SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



Form 10-KSB



Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: December 31, 2003

NEUTRON ENTERPRISES,
INC.

(Exact name of
registrant as specified in its charter)



|Nevada                                                             | 333-56516                | 98-0338100                       
|------------------------------------------------------------------ | ------------------------ | ---------------------------------
|(State of other
    jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.)





1801 Century Park
East, Suite 2500, Los Angeles, CA 90067

(Address of principal
executive offices)



Registrant's telephone number: (310) 553-9009

(Mark One)

[X] Annual report pursuant to 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

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



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

Common stock

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. [X]
Yes [ ] No

Check if there is no disclosure of delinquent filers in
response to Item 405 or Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year: Nil

As of May 10, 2004, the aggregate market value of the voting
and non-voting common equity held by non-affiliates, approximately 31,500,000
shares of Common Stock, was approximately $50,715,000 based on the closing bid
price, or approximately $1.61 per share of Common Stock, on such date.

The number of shares outstanding of the issuer's Common
Stock, $0.001 par value, as of May 10, 2004 was 31,500,000 shares.





CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB
contain or may contain forward-looking statements that are subject to known and
unknown risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These forward-looking statements were based on various factors and
were derived utilizing numerous assumptions and other factors that could cause
our actual results to differ materially from those in the forward-looking
statements. These factors include, but are not limited to, our ability to
consummate a merger or business combination, economic, political and market
conditions and fluctuations, government and industry regulation, interest rate
risk, U.S. and global competition, and other factors. Most of these factors are
difficult to predict accurately and are generally beyond our control. You should
consider the areas of risk described in connection with any forward-looking
statements that may be made herein. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. Readers should carefully review this annual report in its entirety,
including but not limited to our financial statements and the notes thereto.
Except for our ongoing obligations to disclose material information under the
Federal securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events. For any forward-looking statements contained
in any document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.







PART I

Item 1. Description of Business

Business Development

Neutron Enterprises, Inc. ("Neutron" or the "Company") was
incorporated on December 28, 2000, in the state of Nevada. Neutron has never
declared bankruptcy, they have never been in receivership, and they have never
been the subject of any civil legal action or proceeding.



Business of Issuer

Neutron originally intended to operate as an online web based
heavy equipment marketing company under the url address

In February 2004 the Company changed direction to pursue
investments and acquisitions in life sciences and nanotechnology. Such
investments will be completely dependent on the Company's ability to raise
external capital or to utilize its shares as a currency to facilitate such
investments. The Company will operate through three core divisions. University
Medical Enterprises Inc. will accelerate emerging medical applications and
therapeutic molecules with focus in the areas of oncology and cardiology.
Nanosphere Technologies Inc. will invest in nano technologies and materials
companies in the life sciences, fibre optic, semiconductor, energy, chemical and
defense industries. Life Sciences Private Equity Inc. seeks to invest in and
acquire established product and service health care businesses generating
positive free cash flow from operations.

Any purchase of shares in Neutron should be considered highly
speculative and involve a number of financial and business risks. While
speculative investments such as Neutron can generate significant gains, such
investments can also result in significant losses and in some circumstances
total loss. Shareholder value appreciation of the Company's securities will
depend upon successful investments being made. To such end, management reserves
the fullest possible freedom of action to execute the new business model. There
can be no assurance that the Company's investment objectives will be achieved.

Investments and or acquisitions which are planned to be made
through Life Science Private Equity Inc. are intended to provide the Company
with immediate revenues and profitability. Management will target companies in
fragmented industries where competitors can be acquired, and once merged,
produce cost savings and theoretically higher margins, if financial, physical
plant and human resources can be integrated successfully. The Company intends to
pay for such acquisitions through a combination of equity to be raised, vendor
note take back and a combination of senior and subordinate debt borrowings if
available. Negotiations and acquisitions are often subject to multiple
competitive bids, extensive due diligence requirements and long closing cycles.
There can be no assurance that any future acquisitions will be successful. The
Company's two emerging technology divisions will invest a substantial portion of
any assets in securities that do not pay interest or dividends and that are
subject to legal or contractual restrictions on resale that may adversely affect
the liquidity and marketability of such securities.

Nanospehere Technologies Inc. will pursue seed and early
phase investments in nanotechnology companies. A nanometer is one billionth of a
meter, or roughly 75,000 times smaller than the width of a human hair. A common
definition of nanotechnology is the technology of materials on the nanometer
size-scale. At the nanometer size scale materials take on dramatically new
electronic, optical, magnetic and interfacial properties. In order to transition
from nanoscience to nanotechnology, the novel materials of nanoscience must be
combined with other technologies such as life sciences, electronics and optics
to enable new applications. A more accurate definition of nanotechnology is 'the
technology enabled by the unique characteristics of nanomaterials'.

The Company intends to acquire minority interests in numerous
nanotechnology entities that own intellectually property and applications that
can be commercialized. There can be no assurance that such intellectual
property, materials and applications will be successfully commercialized as the
majority of nanotechnology companies are still in their infancy with market
acceptance and penetration unproven.

Investments in portfolio companies may take the following forms:

- Equity, equity-related securities (including warrants) and debt with
  equity features from either private or public issuers.
- Venture capital investments, whether in corporate, partnership or other
  form, including early stage, development stage or seed entities.
- Intellectual property or patents or research and development in technology
  or product development that may lead to patents or other marketable
  technology.
- Debt obligations of all types having varying terms with respect to
  security or credit support, subordination, purchase price, interest payments
  and maturity.
- Foreign securities.

Neutron will follow a strict screening process, scrutinizing
investment criteria emphasizing technologies and business models with
sustainable competitive advantages. Through its directors, officers and
advisors, Neutron has the ability to asses the following:

1. Technology - Neutron can identify and assess technologies
  in the nano and medical fields.
2. Market Size and potential - Neutron can concentrate on
  markets where next generation technologies have large market potential.
3. Management team - Neutron can seek companies whose
  management may be enhanced but who posses a world class core. The Company
  seeks management that can understand complex technologies and can create value
  to shareholders.
4. Business strategy - Portfolio companies must be in a
  position to take advantage of the dynamics driving the industry segment in
  which the company operates.

Neutron is capable of providing value add to each portfolio
company it invests in. Neutron's growing management and advisory team have
extensive contacts in finance, government, technology and fortune 1,000
corporations.

Neutron will help guide portfolio companies towards
complimentary opportunities by coupling Neutron's contacts with the portfolio
company's technology and applications. As we are helping to define and implement
the business strategy, we help ensure that the company is properly capitalized
and additional financing occur at the optimal time in the company's evolution.
Each portfolio company benefits from Neutron vast network of contracts in the
technology and medical field.

Dr. Sagman has accepted an appointment to the Neutron
advisory committee. Dr Sagman will be providing strategic counsel on numerous
technology in licensing, acquisition and investment opportunities.

Prior to each investment in a portfolio company, Neutron will
assess alternative exit strategies for shareholders. Neutron will only invest in
companies who demonstrate their interest and ability to pursue a public listing
and or who have the standing in their respective sectors to make them attractive
candidates for strategic alliances, value-added mergers and acquisitions. All of
our investments will be made with a view to the method and timing of anticipated
realization of liquidity.

Team Members

Russell J. Hoffman is the Chairman, President and member of
the Board of Directors of Neutron. Russell J. Hoffman has more than 20 years
of Wall Street and Corporate financial management expertise. Mr. Hoffman has
served as a Senior Officer of Seitel, Inc. and was the Senior Oilfield
Services/Contract Drilling Analyst and a Managing Director at Bear Stearns and
Co., Inc., a NYSE member firm. He held similar positions at Raymond James,
Shearson-Lehman Brothers, Inc. and Smith Barney, Harris, Upham, and was a
Portfolio Manager/Analyst for Reliance Group Holdings. Mr. Hoffman was named
Smart Money Hot Analyst of the Year in 1998 and was recognized as a Top Stock
Picker by The Wall Street Journal in 1993, 1994, and 1997 and by Bloomberg in
1994. Mr. Hoffman graduated from the University of South Carolina in 1981.

Paul Denommee- Secretary/Treasurer and member of the Board of
Directors of Neutron. Paul Denommee has been in the insurance and mortgage
brokerage business for over 25 years, with a special focus on insurance fraud.
Mr. Denommee is currently the President of the Mortgage Association for the
Province of Quebec, and Vice President for Cimble Canadian Institute of Mortgage
Lenders and Brokers, which is comprised of over 5,000 mortgage lenders across
Canada. Prior experience includes Andrew Hamilton Insurance, based in Ottawa,
Canada, where he was the Senior Analyst for Canadian Fraud Investigation Claims,
and had similar responsibilities for The Guarantee Company of North America.

Dr. Sagman is the co-founder and Executive Director of the
Canadian Nano Business Alliance, an association dedicated to the promotion of
the nanotechnology sector in Canada. The Canadian Nano Business Alliance has a
diverse membership, which includes representation of government agencies,
academic centers of excellence, industry and the investment community.

Dr. Sagman is cofounder and President of C Sixty Inc, (

Dr. Sagman is currently engaged in the development of
strategies for National Nanotechnology Initiative programs in several countries,
specializing in the development of paradigms for public and private sector
alliances. In addition, Dr. Sagman's efforts are focused on the application of
nanotechnology for problems of global scope.

Reports to Security Holders Neutron will voluntarily make
available to security holders an annual report including audited financials on
Form 10-K or Form 10-KSB.



The public may read and copy any materials filed with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at

Item 2. Description of Property.

Neutron's principal place of business and corporate offices
are located at 1801Century Park East, Suite 2500, Los Angeles, CA 90067.

Neutron does not do any investments in real estate or have
any interests in real estate. Neutron does not invest in real estate mortgages.
Neutron does not invest in securities of or interests in persons primarily
engaged in real estate activities.

Item 3. Legal Proceedings

Neutron is not a party to any pending legal proceedings.

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

No matter was submitted during the fourth quarter of the
fiscal year ended December 31, 2003, to a vote of security holders, through the
solicitation of proxies or otherwise.

PART II



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

Market for Stock.



Neutron common stock listed is traded on the
Over-the-Counter-Bulletin-Board (OTCBB) under the symbol NTRN. During the year
2003, the stock has traded at a low of $0.10 and a high of $3.95. During the 4th
quarter of 2003, the stock has traded at a low of $3.00 and a high of $3.25.



Holders.



As of December 31, 2003, the company had 43 shareholders of
record of its common stock.



Dividends.



As of December 31, 2003, registrant has not paid any
dividends to its shareholder. There are no restrictions which would limit the
ability of Neutron to pay dividends on common equity or that are likely to do so
in the future. Neutron does not intend to pay dividends to its shareholders in
the foreseeable future.

Recent Sales of Unregistered Securities

We have not sold securities during the fiscal year ended
December 31, 2003, without registering the securities under the Securities Act
of 1933.

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

Neutron originally intended to operate as an online web based
heavy equipment marketing company under the url address
www.bigticketitemsonline.com. The business plan was unsuccessful due to the
competitive nature of the industry and a commercial downturn in use of the
internet for purchase of costly heavy equipment.

In February 2004, the Company changed direction to pursue
investments and acquisitions in life sciences and nanotechnology. Such
investments will be completely dependent on the Company's ability to raise
external capital or to utilize its shares as a currency to facilitate such
investments. The Company will operate through three core divisions. University
Medical Enterprises Inc., will accelerate emerging medical applications and
therapeutic molecules with focus in the areas of oncology and cardiology.
Nanosphere Technologies Inc. will invest in nano technologies and materials
companies in the life sciences, fibre optic, semiconductor, energy, chemical and
defense industries. Life Sciences Private Equity Inc. seeks to invest in and
acquire established product and service health care businesses generating
positive free cash flow from operations.

The Company has announced several "letters of intent"
indicating an interest by Neutron management to pursue acquisitions and initiate
due diligence. All letters of intent, except for one, have been cancelled by
Neutron. The Company is pursuing several unannounced acquisition prospects at
this time and expects to close one or more of these during fiscal 2004. The
current prospects are in the Healthcare Industry and Nano Technology Industry.
The company is looking to identify companies that are generating net income and
cash today with additional products that will contribute to long term growth,
life sciences companies that require investment capital to complete the
development stage of products and take them through the Food & Drug
Administration process, and nanotechnology companies that are developing long
term industrial and health care solutions to today's societal and global
economic concerns.

The company's investment objective is to achieve long-term
capital appreciation by investing in emerging technology companies and by
acquiring health care companies that generates positive cash flow and net income
from operations.

On March 10th, 2004 Neutron signed a letter of
intent to acquire up to a 67% interest in an emerging biopharmaceutical company
that has developed topical products for male and female sexual dysfunction,
arthritis and post surgical head and neck wound healing, in addition to certain
other over the counter applications. Neutron is currently awaiting certain legal
patentability and infringement opinions that if favorable, in addition to all
other due diligence requirements, would cause Neutron to proceed with this
investment, however, there can be no assurance that this transaction will close.
The acquisition would be facilitated through a combination of cash and shares,
the cash of which Neutron believes will be available to it through private
placement with investors currently in discussions.



The target company's lead product is for female sexual
arousal disorder, a condition estimated to afflict over 47,000,000 women in the
United States, with a potential market exceeding $2,000,000,000 in annual sales.
Multiple pharmaceutical and biopharmaceutical companies are endeavoring to bring
forth products to treat this condition, and although certain over the counter
products exist, to date, no FDA approved product has been launched. Neutron
believes that its target company has advantages over competing formulations and
shortened time to market approval, however, no assurance can be given that if
the transaction closes, that the company would obtain FDA approval.



Neutron will invest and acquire companies with many employees
responsible for day to day operations, however, Neutron itself will primarily be
operated by its officers and directors, advisors and consultants for the
foreseeable future requiring minimal human resource infrastructure as a result.
Neutron's directors and officers will undertake as much of the planning, venture
capital and acquisition related work as they can without cost to Neutron.
Qualified consultants will provide any work that cannot be completed by the
directors and officers.

All funds required during the next twelve (12) months will be
raised through debt or equity financing, by way of loans from shareholders
and/or by private placements in accordance with Regulation D, Rule 505. Neutron
plans to raise at least $5 million during the next twelve (12) months of
operation.



At December 31, 2003, the Company had cash of $441, compared
to $17,859 at December 31, 2002. The decrease resulted primarily from the
current year operating losses.



The Company does not have any other significant assets.

The Company incurred a net loss of $55,776 for 2003 compared
to $32,419 for 2002. No revenue was realized in either year. In both years, the
Company's expenses consisted of legal, audit and other expenses incident to the
organization and implementation of its business plan.

As indicated in Note 2 to the financial statements, although
management is currently attempting to implement its business plan and is seeking
additional sources of equity or debt financing, there is no assurance these
activities will be successful. Accordingly, the Company must rely on its
officers and directors to perform essential functions without compensation until
a business operation can be commenced. These factors raise substantial doubt
about the ability of the Company to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Item 7. Financial Statements











##### 







---









NEUTRON ENTERPRISES, INC.



(A Development Stage Company)



FINANCIAL STATEMENTS



(US Dollars)



DECEMBER 31, 2003





---





INDEPENDENT AUDITORS' REPORT

---

To the Directors and Shareholders of Neutron Enterprises, Inc.:

We have audited the balance sheet of Neutron Enterprises,
Inc. (a development stage company) as at December 31, 2003 and the statements of
loss, stockholders' deficiency and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements for the period from inception (December 28,
2000) to December 31, 2002 were audited by other auditors who expressed
unqualified opinions in their reports pertaining to such periods. Our opinion on
the statements of loss, stockholders' equity (deficiency), and cash flows for
the period from inception (December 28, 2000) to December 31, 2002, insofar as
it relates to amounts for prior periods through December 31, 2002, is based
solely on the report of other auditors.



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



In our opinion, these financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2003 and the results of its operations, changes in stockholders' deficiency and
cash flows for the periods ended December 31, 2003 and 2002, and cumulative from
inception (December 28, 2000) to December 31, 2003 in accordance with United
States generally accepted accounting principles.



The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company is not currently engaged in a
business and has suffered losses from development stage activities to date,
which raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

|Vancouver, B.C. | STALEY, OKADA & PARTNERS
|--------------- | ------------------------
|May 7, 2004     | CHARTERED ACCOUNTANTS   

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Balance Sheet                   
|December 31, 2003               
|(US Dollars)                    
|                                

|ASSETS                                                       |   |          
|------------------------------------------------------------ | - | ---------
|Current
    assets:                                          |   |          
|Cash                                                         | $ | 441      
|Prepaid
    expenses                                         |   | 1,469    
|                                                             |   |          
|Total
    current assets                                     |   | 1,910    
|                                                             |   |          
|Property and
    equipment:                                  |   |          
|Office and
    computer equipment, net of                    |   |          
|accumulated depreciation of $nil                             |   | -        
|                                                             |   |          
|Other assets:                                                |   |          
|Website
    development costs in progress                    |   | -        
|                                                             |   |          
|Total
    assets                                             | $ | 1,910    
|                                                             |   |          
|LIABILITIES                                                  |   |          
|Current
    liabilities:                                     |   |          
|Accounts
    payable                                         | $ | 8,065    
|Accrued
    expenses                                         |   | 17,000   
|Note
    payable, related party                              |   | 54,073   
|                                                             |   |          
|Total
    current liabilities                                |   | 79,138   
|                                                             |   |          
|Total
    liabilities                                        |   | 79,138   
|                                                             |   |          
|STOCKHOLDERS'
    EQUITY (DEFICIENCY)                        |   |          
|Common stock,
    $ 0.001 par value, 100,000,000 authorized, |   |          
|31,500,000
    shares issued and outstanding                 |   | 31,500   
|Capital in
    excess of par value                           |   | 14,700   
|Deficit
    accumulated during the development stage         |   | (123,428)
|                                                             |   |          
|Total
    stockholders' equity (deficiency)                  |   | (77,228) 
|                                                             |   |          
|Total
    liabilities and stockholders' equity (deficiency)  | $ | 1,910    
|                                                             |   |          



The accompanying notes are an integral part of these
statements.

---

|NEUTRON ENTERPRISES, INC.               
|----------------------------------------
|(A development stage enterprise)        
|Statements of Loss For The Periods Ended
|December 31, 2003 and 2002              
|(US Dollars)                            
|                                        

|Cumulative, Inception                             |                                        |                          |                           | 
|------------------------------------------------- | -------------------------------------- | ------------------------ | ------------------------- | 
|December 28, 2000                                 |                                        |                          |                           | 
|Through                                           |                                        |                         
|December 31,                                      |                                        | Years Ended December 31,
|                                                  | 2003                                   |                          | 2003                      | 
|                                                  |                                        |                          |                           | 
|Revenues                                          | $                               
    - |                          | $                
      - | 
|                                                  |                                        |                          |                           | 
|General and
    administrative expenses           | 122,782                                |                          | 55,623                    | 
|                                                  |                                        |                          |                           | 
|Operating (loss)                                  | (122,782)                              |                          | (55,623)                  | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 
|Other income
    (expense):                       |                                        |                          |                           | 
|Interest expense                                  | (646)                                  |                          | (153)                     | 
|                                                  |                                        |                          |                           | 
|Total other
    income (expense)                  | (646)                                  |                          | (153)                     | 
|                                                  |                                        |                          |                           | 
|(Loss) before
    taxes                           | (123,428)                              |                          | (55,776)                  | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 
|Provision
    (credit) for taxes on income:       |                                        |                          |                           | 
|Current                                           | -                                      |                          | -                         | 
|Deferred                                          | -                                      |                          | -                         | 
|                                                  |                                        |                          |                           | 
|Total provision
    (credit) for taxes on income  | -                                      |                          | -                         | 
|                                                  |                                        |                          |                           | 
|Net (loss)                                        | $                   
      (123,428)   |                          | $      (55,776)           | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 
|Basic earnings
    (loss) per common share        |                                        |                          | $         (0.00)          | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 
|Weighted average
    number of shares outstanding |                                        |                          | 31,500,000                | 
|                                                  |                                        |                          |                           | 
|                                                  |                                        |                          |                           | 

The accompanying notes are an integral part of these
statements.

---



|NEUTRON ENTERPRISES, INC.                                                
|-------------------------------------------------------------------------
|(A development stage enterprise)                                         
|Statements of Stockholders' Deficiency For The Period From
    Inception,
|December 28, 2000 through December 31, 2003                              
|(US Dollars)                                                             
|                                                                         

|                                 |              |  |                      |  |                       |  |                         |  |                                   
|-------------------------------- | ------------ |  | -------------------- |  | --------------------- |  | ----------------------- |  | ----------------------------------
|                                 |              |  |                      |  |                       |  | Deficit                 |  |                                   
|                                 |              |  |                      |  |                       |  | Accumulated             |  |                                   
|                                 | Common Stock |  | Capital in           |  | During the            |  |                        
|                                 |              |  |                      |  | Excess of             |  | Development             |  |                                   
|                                 | Shares       |  | Amount               |  | Par Value             |  | Stage                   |  | Total                             
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Inception,
    December 28, 2000 | -            |  | $             
    - |  | $              
    - |  | $                
    - |  | $                           
    -
|Stock issued for
    cash        | 1,000,000    |  | 1,000                |  | -                     |  | -                       |  | 1,000                             
|Development
    stage net (loss) | -            |  | -                    |  | -                     |  | (1,435)                 |  | (1,435)                           
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Balances,
    December 31, 2000  | 1,000,000    |  | 1,000                |  | -                     |  | (1,435)                 |  | (435)                             
|Development
    stage net (loss) | -            |  | -                    |  | -                     |  | (33,798)                |  | (33,798)                          
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Balances,
    December 31, 2001  | 1,000,000    |  | 1,000                |  | -                     |  | (35,233)                |  | (34,233)                          
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Stock issued for
    cash        | 30,500,000   |  | 30,500               |  | 14,700                |  | -                       |  | 45,200                            
|Development
    stage net (loss) | -            |  | -                    |  | -                     |  | (32,419)                |  | (32,419)                          
|Balances,
    December 31, 2002  | 31,500,000   |  | 31,500               |  | 14,700                |  | (67,652)                |  | (21,452)                          
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Development
    stage net (loss) | -            |  | -                    |  | -                     |  | (55,776)                |  | (55,776)                          
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|Balances,
    December 31, 2003  | 31,500,000   |  | $     31,500         |  | $      14,700         |  | $    (123,428)          |  | $                 
      (77,228) 
|                                 |              |  |                      |  |                       |  |                         |  |                                   
|                                 |              |  |                      |  |                       |  |                         |  |                                   









The accompanying notes are an integral part of these
statements.

---



|NEUTRON ENTERPRISES, INC.                     
|----------------------------------------------
|(A development stage enterprise)              
|Statements of Cash Flows For The Periods Ended
|December 31, 2003 and 2002                    
|(US Dollars)                                  
|                                              

|                                                | Cumulative, Inception         |  |                          |  |                             
|----------------------------------------------- | ----------------------------- |  | ------------------------ |  | ----------------------------
|                                                | December 28, 2000             |  |                          |  |                             
|                                                | Through                       |  |                          |  |                             
|                                                | December 31,                  |  | Years Ended December 31,
|                                                | 2003                          |  | 2003                     |  | 2002                        
|Cash flows from
    operating activities:       |                               |  |                          |  |                             
|Net (loss)                                      | $           
    (123,428)    |  | $        
    (55,776)   |  | $          
    (32,419)    
|Adjustments to
    reconcile net (loss) to cash |                               |  |                          |  |                             
|flows from
    development stage operations:    |                               |  |                          |  |                             
|Depreciation                                    | -                             |  | (74)                     |  | 37                          
|Changes in operating assets and liabilities:    |                               |  |                          |  |                             
|Prepaid expenses                                | (1,469)                       |  | (739)                    |  | 1,661                       
|Accounts payable                                | 8,065                         |  | 6,892                    |  | (1,313)                     
|Accrued expenses                                | 17,000                        |  | 17,000                   |  | -                           
|                                                |                               |  |                          |  |                             
|Net
    cash flows from operating activities    | (99,832)                      |  | (32,697)                 |  | (32,034)                    
|                                                |                               |  |                          |  |                             
|Cash flows from
    investing activities:       |                               |  |                          |  |                             
|Acquisition of property and equipment           | -                             |  | 257                      |  | -                           
|Website
    development costs incurred          | -                             |  | 1,303                    |  | (326)                       
|                                                |                               |  |                          |  |                             
|Net
    cash flows from investing activities    | -                             |  | 1,560                    |  | (326)                       
|                                                |                               |  |                          |  |                             
|Cash flows from
    financing activities:       |                               |  |                          |  |                             
|Notes and
    advances from related parties     | 54,073                        |  | 13,719                   |  | (2,049)                     
|Proceeds from
    sale of common stock          | 46,200                        |  | -                        |  | 45,200                      
|                                                |                               |  |                          |  |                             
|Net
    cash flows from financing activities    | 100,273                       |  | 13,719                   |  | 43,151                      
|                                                |                               |  |                          |  |                             
|Net
    cash flows                              | 441                           |  | (17,418)                 |  | 10,791                      
|                                                |                               |  |                          |  |                             
|Cash and
    equivalents:                       |                               |  |                          |  |                             
|Beginning                                       | -                             |  | 17,859                   |  | 7,068                       
|                                                |                               |  |                          |  |                             
|Ending                                          | $                  
      441 |  | $           
      441   |  | $             
      17,859 
|                                                |                               |  |                          |  |                             
|Supplemental
    cash flow disclosures:         |                               |  |                          |  |                             
|Cash paid for
    interest                      | $                  
    646   |  | $          
    153      |  | $                 
    451  
|Cash paid for
    income taxes                  | $                      
    - |  | $              
    -    |  | $                     
    -

The accompanying notes are an integral part of these
statements.

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of the Company's organization and significant
accounting policies:

Organization and nature of business - Neutron
Enterprises, Inc. (the Company) is a Nevada corporation incorporated on December
28, 2000. It was based in Vancouver, British Columbia, Canada until February
2004. In February 2004, the Company moved its office to Los Angeles, California,
U.S.A.



The Company was incorporated to conduct an on-line purchasing
and selling of pre-owned transportation and construction equipment. Subsequent
to year-end, the Company abandoned its original plan and it now intends to
become a venture capital and equity buyout firm that seeks to continuously
acquire technology and businesses in three distinct areas: emerging medical
applications and therapeutic molecules in the areas of oncology and cardiology;
nano technologies and materials companies in the life sciences, fibre optic,
semiconductor, energy, chemical and defense industries; and established product
and service health care businesses with positive free cash flow from operations.



To date, the Company's activities have been limited to its
formation and the raising of equity capital. In its current development stage,
management anticipates incurring substantial additional losses as it implements
its business plan.



Basis of presentation - The accounting and reporting
policies of the Company conform to U.S. generally accepted accounting principles
applicable to development stage enterprises.



Use of estimates - The preparation of financial
statements in conformity with U.S. generally accepted accounting principles
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 amount of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The Company's periodic filings with the Securities and
Exchange Commission include, where applicable, disclosures of estimates,
assumptions, uncertainties and concentrations in products and markets which
could affect the financial statements and future operations of the Company.



Cash and cash equivalents - For purposes of the statement
of cash flows, the Company considers all cash in banks, money market funds, and
certificates of deposit with a maturity of less than three months to be cash
equivalents.



Fair value of financial instruments and derivative financial
instruments - The Company has adopted Statement of Financial Accounting
Standards number 119, Disclosure About Derivative Financial Instruments and
Fair Value of Financial Instruments. The carrying amounts of cash, accounts
payable, and accrued expenses approximate fair value because of the short
maturity of these items. These fair value estimates are subjective in nature and
involve uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could significantly
affect these estimates. The Company does not hold or issue financial instruments
for trading purposes, nor does it utilize derivative instruments in the
management of its foreign exchange, commodity price or interest rate market
risks.

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                



Note 1 - Organization and summary of significant accounting
policies: Continued



Federal income taxes - Deferred income taxes are reported
for timing differences between items of income or expense reported in the
financial statements and those reported for income tax purposes in accordance
with Statement of Financial Accounting Standards number 109 Accounting for
Income Taxes, which requires the use of the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits 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 for tax loss and credit carryforwards. 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 Company provides deferred taxes for the
estimated future tax effects attributable to temporary differences and
carryforwards when realization is more likely than not.



Depreciation - Office and computer equipment are stated
at cost less accumulated depreciation computed principally using accelerated
methods over the estimated useful lives of the assets.



Net income per share of common stock - The Company has
adopted FASB Statement Number 128, Earnings per Share, which requires
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. In the accompanying financial
statements, basic earnings per share of common stock is computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the period. The Company did not have a complex capital structure
requiring the computation of diluted earnings per share.



Note 2 - Uncertainty, going concern:



At December 31, 2003, the Company was not currently engaged
in a business and had suffered losses from development stage activities to date.
Although management is currently attempting to implement its business plan (see
Note 1 above) and is seeking additional sources of equity or debt financing,
there is no assurance these activities will be successful. Accordingly, the
Company must rely on its officers and directors to perform essential functions
without compensation until a business operation can be commenced. These factors
raise substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Note 3 - Commitments:



The Company leases office space under a month-to-month lease
for approximately $350 per month. Rent expense was $4,204 (2003) and $3,561
(2002). Effective February 29, 2004 the lease agreement was terminated.



The Company is a party to a consulting agreement entered into
during 2001, whereby the consultant is committed to provide expert advice and
consultation in matters relating to the heavy equipment sales and service
industry. The services will be provided as needed by the Company, no expenses
were incurred during the years ended December 31, 2003, 2002 or 2001. Management
does not anticipate any expenses being incurred under this contract in the
future.

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                



Note 4 - Capital stock:



Since its inception, the Company has issued shares of its
common stock as follows:



Effective 30 June 2003, the Company effected a 10 for 1
forward split of its common stock, under which each shareholder of record on 6
June 2003, received 10 new shares of the Corporation's $0.001 par value stock
for every one share outstanding.

Since its inception, the Company has issued shares of its
common stock as follows, retroactively adjusted to give effect to the 10 for 1
split:





|                                 |                   |            |   | Price Per |  |   |        
|-------------------------------- | ----------------- | ---------- | - | --------- |  | - | -------
|Description                      | Date              | Shares     |   | Share     |  |   | Amount 
|Shares issued for cash           | December 28, 2000 | 1,000,000  | $ | 0.001     |  | $ | 1,000  
|Shares issued
    for cash       | May 28, 2002      | 22,500,000 |   | 0.001     |  |   | 22,500 
|Shares issued for cash           | May 29, 2002      | 8,000,000  |   | 0.003     |  |   | 24,000 
|Less: Related
    issuance costs |                   |            |   |           |  |   | (1,300)
|Cumulative Totals                |                   | 31,500,000 |   |           |  | $ | 46,200 



Note 5 - Federal income tax:



The Company follows Statement of Financial Accounting
Standards Number 109 (SFAS 109), Accounting for Income Taxes. Deferred
income taxes reflect the net effect of (a) temporary differences between
carrying amounts of assets and liabilities for financial purposes and the
amounts used for income tax reporting purposes, and (b) net operating loss
carryforwards. No net provision for refundable Federal income tax has been made
in the accompanying statement of loss because no recoverable taxes were paid
previously. Similarly, no deferred tax asset attributable to the net operating
loss carryforward has been recognized, as it is not deemed likely to be
realized.



The provision for refundable Federal income tax consists of
the following:



|Refundable
    Federal income tax attributable to:        |   | 2003     |   | 2002    
|--------------------------------------------------------- | - | -------- | - | --------
|Current operations                                        | $ | (18,000) | $ | (11,000)
|Net refundable amount                                     |   | 18,000   |   | 11,000  
|                                                          |   |          |   |         
|Deferred tax asset attributable to: Net refundable amount | $ | -        | $ | -       





The cumulative tax effect at the expected rate of 34% of
significant items comprising the Company's net deferred tax amounts as of
December 31, 2003 and 2002 are as follows:



|Deferred tax
    asset attributable to: |   | 2003     |   | 2002    
|--------------------------------------- | - | -------- | - | --------
|Net
    operating loss carryover        | $ | 41,000   | $ | 23,000  
|Less, Valuation
    allowance           |   | (41,000) |   | (23,000)
|                                        |   |          |   |         
|Net
    deferred tax asset              | $ | -        | $ | -       



---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                



Note 5 - Federal income tax: Continued

At December 31, 2003, the Company had unused net operating loss carryovers
which may be used to offset future taxable income and which expire as follows:



|Expiry                             |   | Amount 
|---------------------------------- | - | -------
|December 31, 2020                  | $ | 1,435  
|December 31, 2021                  | $ | 33,798 
|December 31, 2022                  | $ | 32,419 
|December 31, 2023                  | $ | 55,776 
|Total Net Operating Loss Carryover | $ | 123,428



Note 6 - Related party transactions:



As of December 31, 2003, the Company was obligated to a
former director and officer, and a shareholder, on a non-interest bearing,
unsecured promissory note having a maturity date of September 30, 2004 and a
balance of $54,073. Effective February 23, 2004 the promissory note was replaced
by another promissory note, which is unsecured, bearing an annual interest rate
of 10% and due on demand.



Note 7 - Website development costs in progress:



The Company follows Emerging Issues Task Force which reached
a consensus on Issue No. 00-2, Accounting for Website Development Costs, ("EITF Issue No. 00-2"), and provides that for specific website
development costs, the accounting should be based generally on AICPA Statement
of Position 98-1 ("SOP 98-1"), Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use.Under SOP 98-1,
development costs are capitalized and amortized to income over the estimated
useful life of the website.



The Company has incurred $1,303 in development costs through
December 31, 2002, which have been capitalized. No development costs have been
incurred during the year. However, during the current year, the development
costs of $1,303 were written off as management does not intend to proceed with
the website development.



Note 8 - Subsequent events:



On February 3, 2004, the Company entered into a Letter of
Intent to acquire the Harvard Group Inc. The company does not intend to complete
this transaction and, accordingly, has terminated all negotiations towards this
potential acquisition.



On February 23, 2004, the Company appointed Russell J.
Hoffman and Paul Denommee as directors of the Company to focus on venture
capital and equity buyout opportunities. Mr. Hoffman was elected Chairman,
President and Chief Executive Officer and Mr. Denomee was elected Secretary and
Chief Financial Officer. On the same date, the outgoing Chairman and CEO, and
the other directors of the Company tendered their resignations.

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                



Note 8 - Subsequent events: Continued



On February 23, 2004, the Company entered into an Agreement
and Plan of Merger with University Medical Enterprises, Inc., a Nevada
corporation that was organized on February 13, 2004. This Agreement and Plan of
Merger between the Company and University Medical Enterprises, Inc. was
subsequently rescinded. Instead, on March 1, 2004, the Company purchased all of
the issued and outstanding shares of University Medical Enterprises, Inc. for
nominal consideration. From its inception to March 1, 2004, the only activity in
University Medical Enterprises, Inc. was the signing of an Asset Purchase
Agreement with NexTherapeutics, Inc.



On February 19, 2004, University Medical Enterprises, Inc.
entered into an Asset Purchase Agreement with NextTherapeutics, Inc. ("NexT"),
providing for all of the assets of NexT in consideration for shares of common
stock of the Company (as the Asset Purchase Agreement indicates that University
Medical Enterprises, Inc. would be acquired by (or merged with) the Company
prior to closing with NexT). The agreement is subject to due diligence review by
both parties, the approval by the Board of Directors of each party and other
conditions. Upon completion of its due diligence, the Company decided not to
complete this transaction and, accordingly, has terminated all negotiations
towards this potential acquisition.

On March 10, 2004, the Company, through its wholly-owned
subsidiary, University Medical Enterprises, Inc., entered into a Letter of
Intent to acquire up to a sixty-seven percent (67%) interest in a development
stage bio-pharmaceutical company. Completion of this transaction is subject to a
satisfactory completion of due diligence by the Company on or before April 15,
2004. The due diligence was not completed to date; however, the Company's
management reached a verbal agreement with the seller to extend the deadline for
completion of the due diligence. The transaction has not yet been completed and
there can be no assurance that it will be completed.

On April 26, 2004, the Company organized Nanosphere
Technologies Inc. and Life Sciences Private Equity Inc. as Nevada Corporations
and wholly-owned subsidiaries of the Company. Both companies are presently
inactive.



Note 9 - New accounting pronouncements:

The following recent accounting pronouncements:

|FASB
    Statements
|-------------------
|                   
|                   
|                   
|                   
|                   
|                   

---



|NEUTRON ENTERPRISES, INC.       
|--------------------------------
|(A development stage enterprise)
|Notes to Financial Statements   
|December 31, 2003 and 2002      
|(US Dollars)                    
|                                



Note 9 - New accounting pronouncements: Continued

|and
    FASB Interpretations
|----------------------------
|                            
|                            
|                            

did not and/or are not currently expected to have a material
effect on the Company's financial statements.

---





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

None. Not applicable.



PART III

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



To the best of our knowledge, none of our directors, executive officers,
promoters or control persons have been involved in any of the following events
during the past five years:

|1. | any bankruptcy petition filed by or against any business
    of which such person was a general partner or executive officer either at
    the time of the bankruptcy or within two years prior to that time;                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                        
|2. | any conviction in a criminal proceeding or being subject
    to a pending criminal proceeding (excluding traffic violations and other
    minor offenses);                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                        
|3. | being subject to any order, judgment, or decree, not
    subsequently reversed, suspended or vacated, of any court of competent
    jurisdiction, permanently or temporarily enjoining, barring, suspending or
    otherwise limiting his involvement in any type of business, securities or
    banking activities; or
|   |                                                                                                                                                                                                                                                                                                                        
|4. | being found by a court of competent jurisdiction (in a
    civil action), the Commission or the Commodity Futures Trading Commission to
    have violated a federal or state securities or commodities law, and the
    judgment has not been reversed, suspended, or vacated.                                         



Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires our executive officers and directors and persons who own
more than 10% of a registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish our company with
copies of all Section 16(a) reports they file.

To the best of our knowledge, there are no executive
officers, directors and shareholders having greater than 10% ownership in the
shares of Neutron.

Russell J. Hoffman is the Chairman, President and member of
the Board of Directors of Neutron. Mr. Hoffman has more than 20 years of
Wall Street and Corporate financial management expertise. Mr. Hoffman has served
as a Senior Officer of Seitel, Inc. and was the Senior Oilfield
Services/Contract Drilling Analyst and a Managing Director at Bear Stearns and
Co., Inc., a NYSE member firm. He held similar positions at Raymond James,
Shearson-Lehman Brothers, Inc. and Smith Barney, Harris, Upham, and was a
Portfolio Manager/Analyst for Reliance Group Holdings. Mr. Hoffman was named
Smart Money Hot Analyst of the Year in 1998 and was recognized as a Top Stock
Picker by The Wall Street Journal in 1993, 1994, and 1997 and by Bloomberg in
1994. Mr. Hoffman graduated from the University of South Carolina in 1981.

Paul Denommee- Secretary/Treasurer and member of the Board of
Directors of Neutron. Mr. Denommee has been in the insurance and mortgage
brokerage business for over 25 years, with a special focus on insurance fraud.
Mr. Denommee is currently the President of the Mortgage Association for the
Province of Quebec, and Vice President for Cimble Canadian Institute of Mortgage
Lenders and Brokers, which is comprised of over 5,000 mortgage lenders across
Canada. Prior experience includes Andrew Hamilton Insurance, based in Ottawa,
Canada, where he was the Senior Analyst for Canadian Fraud Investigation Claims,
and had similar responsibilities for The Guarantee Company of North America.





Item 10. Executive Compensation.

Neutron's Executive officers do not currently receive and are
not accruing any compensation. Neutron's Directors are not currently receiving
compensation for their services.

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

The following is a table detailing the current shareholders
of our stock who own 5% or more of the common stock, and shares owned by our
Directors and Officers:

|Title of Class | Name and Address of Beneficial
    Owner                                 | Amount and Nature of Beneficial
    Ownership | Percent of Class
|-------------- | ------------------------------------------------------------------------ | --------------------------------------------- | ----------------
|Common         | Nanuk Warman
    201 - 15225 Thrift Ave.
    White Rock, BC
    V4B 2K9  | 3,000,000                                     | 9.52%           
|               |                                                                          |                                               |                 
|Common         | Jason Baybutt
    201 - 15225 Thrift Ave.
    White Rock, BC
    V4B 2K9 | 3,000,000                                     | 9.52%           
|               |                                                                          |                                               |                 
|Common         | Aaron Bomke
    201 - 15225 Thrift Ave.
    White Rock, BC
    V4B 2K9   | 3,000,000                                     | 9.52%           

Item 12. Certain Relationships and Related Transactions.

No persons who may, in the future, be considered a promoter
will receive or expect to receive assets, services or other consideration from
us. No assets will be or are expected to be acquired from any promoter on behalf
of our company. We have not entered into any agreements that require disclosure
to our shareholders.



Item 13. Exhibits and Reports on Form 8-K

Exhibits

|Exhibit No. | Document                          | Location        
|----------- | --------------------------------- | ----------------
|3.1         | Articles of Incorporation         | Previously Filed
|3.2         | Bylaws                            | Previously filed
|23          | Consent of Auditor                | Included        
|31          | Rule 13a-14(a)
    Certifications | Included        
|32          | Section 1350
    Certifications   | Included        

Reports on Form 8-K

A current report on Form 8-K was filed October 27, 2003
announcing a change in Registrant's certifying accountant. A current report on
Form 8-K was filed March 2, 2004 announcing a change in Registrant's certifying
accountant, and was subsequently amended on March 22, 2004. A current report on
Form 8-K was filed May 10, 2004 clarifying the previous changes in Registrant's
certifying accountant.

Item 14. Controls and Procedures; Principal Accountant Fees and Services.

Our management, which includes our President and Treasurer,
has conducted an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-14(c) promulgated under the Securities and
Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") within

90 days prior to the filing date of this report. Based upon
that evaluation, our management has concluded that our disclosure controls and
procedures are effective for timely gathering, analyzing and disclosing the
information we are required to disclose in our reports filed under the
Securities Exchange Act of 1934, as amended. There have been no significant
changes made in our internal controls or in other factors that could
significantly affect our internal controls subsequent to the Evaluation Date.

Audit Fees:$27,046.Aggregate fees billed
for the last fiscal year for professional services rendered by the principal
accountant for the audit of the registrant's annual financial statements and
review of financial statements included in registrant's Form 10-QSB or services
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for those fiscal years.

Audit-Related Fees: $0.00 Aggregate fees billed for the
last fiscal year for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit or review of the
registrant's financial statements and are not reported above. Registrant shall
describe the nature of the services comprising the fees disclosed under this
category.

Tax Fees: $0.00 Aggregate fees billed for the last fiscal
year for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning. Registrants shall describe the nature
of the services comprising the fees disclosed under this category.

All Other Fees: $0.00. Aggregate fees billed for the last fiscal year for
products and services provided by the principal accountant, other than the
services reported above. Registrant shall describe the nature of the services
comprising the fees disclosed under this category.



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.

NEUTRON ENTERPRISES, INC.





/s/ Russell Hoffman

Russell Hoffman, President

Dated: May 14, 2004



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.





/s/ Russell Hoffman

Russell Hoffman, President, Director

Dated: May 14, 2004





/s/  Paul Denommee

Paul

Dated: May 13, 2004