Conformed With Exhibits

# SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

# FORM 20-F

| | [   ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THESECURITIES EXCHANGE ACT OF 1934                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------
| | OR    |                                                                                                                                
| | [X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
| | OR    |                                                                                                                                
| | [  ]  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                       

|0-17164(Commission file number)MAMMA.COM INC.(Exact name of registrant as specified in its charter)(FORMERLY INTASYS CORPORATION)PROVINCE OF ONTARIO (CANADA)(Jurisdiction of incorporation or organization)388 St. Jacques Street West, 8th FloorMontréal, QuebecCanada, H2Y 1S1(Address of principal executive offices)
Securities registered or to be registered pursuant
 to Section 12(b) of the Act.


None


Securities registered or to be registered pursuant
 to Section 12(g) of the Act.


Common Shares, no par value(Title of Class)


Sequential Page No: 1 of 350Exhibits: Page 123Securities for which there is a reporting obligation
 pursuant to Section 15(d) of the Act.


None


Indicate the number of outstanding shares of each
 of the issuers classes of capital or Common Shares, as of May 14, 2004:


10,464,549 Common Shares


Indicate by a check mark whether the registrant
 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
 to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes   X   No


Indicate by check mark which financial statement
 item the registrant has elected to follow.


Item 17   X   Item 18


Indicate by check mark whether the registrant has
 filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
 Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


NOT APPLICABLE.
EXPLANATORY NOTES


On
 January 6, 2004, the Company changed its name from Intasys Corporation to Mamma.com Inc. At the same
 time, its subsidiary changed its name from Mamma.com Inc. to Mamma.com Enterprises Inc. Therefore, in
 order to avoid any confusion in this document, the Company will use the name Mamma.com Inc. in reference
 to the parent company and Mamma.com Enterprises Inc. for its subsidiary.


In
 this Annual Report on Form 20-F, unless otherwise indicated or the context otherwise requires, all monetary
 amounts are expressed in United States dollars.


On
 July 11, 2001, Mamma.com Inc. (Mamma or the Company) filed articles of amendment consolidating its
 issued and outstanding Common Shares on the basis of one (1) post-consolidation common share for every
 ten (10) pre-consolidation Common Shares. In this Annual Report on Form 20-F, unless otherwise indicated
 or the context otherwise requires, all references to the Companys Common Shares, including those relating
 to prices of the Companys Common Shares, have been adjusted to reflect this consolidation.


Sequential Page No: 2 of 350Exhibits: Page 123SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS


INFORMATION CONTAINED IN THIS ANNUAL REPORT ON FORM
 20-F INCLUDES FORWARD-LOOKING STATEMENTS, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY
 SUCH AS BELIEVES, EXPECTS, MAY, DESIRES, WILL, SHOULD, PROJECTS, ESTIMATES, CONTEMPLATES,
 ANTICIPATES, INTENDS, OR ANY NEGATIVE SUCH AS DOES NOT BELIEVE OR OTHER VARIATIONS THEREOF OR
 COMPARABLE TERMINOLOGY. NO ASSURANCE CAN BE GIVEN THAT POTENTIAL FUTURE RESULTS OR CIRCUMSTANCES DESCRIBED
 IN THE FORWARD-LOOKING STATEMENTS WILL BE ACHIEVED OR OCCUR. SUCH INFORMATION MAY ALSO INCLUDE CAUTIONARY
 STATEMENTS IDENTIFYING IMPORTANT FACTORS WITH RESPECT TO SUCH FORWARD-LOOKING STATEMENTS, INCLUDING
 CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO VARY MATERIALLY FROM THE PROJECTIONS
 AND OTHER EXPECTATIONS DESCRIBED IN SUCH FORWARD-LOOKING STATEMENTS. PROSPECTIVE INVESTORS, CUSTOMERS,
 VENDORS AND ALL OTHER PERSONS ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE NOT ASSURANCES, FORECASTS
 OR GUARANTEES OF FUTURE PERFORMANCE DUE TO RELATED RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS
 MAY DIFFER MATERIALLY FROM THOSE PROJECTED. FACTORS WHICH COULD CAUSE RESULTS OR EVENTS TO DIFFER FROM
 CURRENT EXPECTATIONS INCLUDE, AMONG OTHER THINGS: THE SEVERITY AND DURATION OF THE ADJUSTMENTS IN OUR
 BUSINESS SEGMENTS; THE EFFECTIVENESS OF OUR RESTRUCTURING ACTIVITIES, INCLUDING THE VALIDITY OF THE
 ASSUMPTIONS UNDERLYING OUR RESTRUCTURING EFFORTS; FLUCTUATIONS IN OPERATING RESULTS; THE IMPACT OF GENERAL
 ECONOMIC, INDUSTRY AND MARKET CONDITIONS; THE ABILITY TO RECRUIT AND RETAIN QUALIFIED EMPLOYEES; FLUCTUATIONS
 IN CASH FLOW; INCREASED LEVELS OF OUTSTANDING DEBT; EXPECTATIONS REGARDING MARKET DEMAND FOR PARTICULAR
 PRODUCTS AND SERVICES AND THE DEPENDENCE ON NEW PRODUCT/SERVICE DEVELOPMENT; THE ABILITY TO MAKE ACQUISITIONS
 AND/OR INTEGRATE THE OPERATIONS AND TECHNOLOGIES OF ACQUIRED BUSINESSES IN AN EFFECTIVE MANNER; THE
 IMPACT OF RAPID TECHNOLOGICAL AND MARKET CHANGE; THE IMPACT OF PRICE AND PRODUCT COMPETITION; THE UNCERTAINTIES
 IN THE MARKET FOR INTERNET-BASED PRODUCTS AND SERVICES; STOCK MARKET VOLATILITY; THE TRADING VOLUME
 OF OUR STOCK; THE POSSIBILITY THAT OUR STOCK MAY NOT SATISFY OUR REQUIREMENTS FOR CONTINUED LISTING
 ON THE NASDAQ SMALLCAP MARKET INCLUDING WHETHER THE MINIMUM BID PRICE FOR THE STOCK FALLS BELOW $1;
 THE ADVERSE RESOLUTION OF LITIGATION. FOR ADDITIONAL INFORMATION WITH RESPECT TO THESE AND CERTAIN OTHER
 FACTORS THAT MAY AFFECT ACTUAL RESULTS, SEE THE REPORTS AND OTHER INFORMATION FILED OR FURNISHED BY
 THE COMPANY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC) AND/OR THE ONTARIO SECURITIES
 COMMISSION (OSC) RESPECTIVELY ACCESSIBLE ON THE INTERNET AT WWW.SEC.GOV AND WWW.SEDAR.COM, OR THE
 COMPANYS WEBSITE AT WWW.MAMMAINC.COM. ALL INFORMATION CONTAINED IN THIS ANNUAL REPORT ON FORM 20-F
 IS QUALIFIED IN ITS ENTIRETY BY THE

Sequential Page No: 3 of 350Exhibits: Page 123FOREGOING AND REFERENCE TO THE OTHER INFORMATION THE
 COMPANY FILES WITH THE OSC AND SEC. UNLESS OTHERWISE REQUIRED BY APPLICABLE SECURITIES LAWS, THE COMPANY
 DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS
 A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


PERIOD-TO-PERIOD COMPARISONS


A VARIETY OF FACTORS MAY CAUSE PERIOD-TO-PERIOD FLUCTUATIONS
 IN THE COMPANYS OPERATING RESULTS, INCLUDING BUSINESS ACQUISITIONS, REVENUES AND EXPENSES RELATED TO
 THE INTRODUCTION OF NEW PRODUCTS AND SERVICES OR NEW VERSIONS OF EXISTING PRODUCTS, NEW OR STRONGER
 COMPETITORS IN THE MARKETPLACE AS WELL AS CURRENCY FLUCTUATIONS, ECONOMIC RECESSIONS AND RECOVERIES.
 HISTORICAL OPERATING RESULTS ARE NOT INDICATIVE OF FUTURE RESULTS AND PERFORMANCE.

Sequential Page No: 4 of 350Exhibits: Page 123PART I


ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


NOT APPLICABLE.


ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE


NOT APPLICABLE.











Sequential Page No: 5 of 350Exhibits: Page 123ITEM 3.     KEY INFORMATION


Selected Financial Data is derived from the audited
 consolidated financial statements included in item 17, financial information for 2000 and 1999 is not
 included in item 17.
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CANADIAN GAAPYEAR ENDED DECEMBER 31ST

|Statement of OperationData     | 2003$        | 2002$        | 2001$        | 2000$        | 1999$       
|------------------------------ | ------------ | ------------ | ------------ | ------------ | ------------
|Revenue                        | 8,938,863    | 4,222,352    | 4,195,342    | 7,672,270    | 474,486     
|Net earnings (loss) from      
|continuing operations          | 88,990       | (782,878)    | (14,874,318) | (27,499,869) | (3,288,362) 
|Results of discontinued       
|operations                     | (300,053)    | 465,884      | 267,635      | (4,736,623)  | (4,576,311) 
|Net loss for the year          | (211,063)    | (316,994)    | (14,606,683) | (32,236,492) | (7,864,673) 
|Basic and diluted earnings     | 1           
|(loss) per share from         
|continuing operations          | 0.01         | (0.18)       | (4.63)       | (10.2        | (2.07)      
|Basic and diluted net loss per | 7           
|share                          | (0.03)       | (0.07)       | (4.55)       | (11.9        | (4.95)      
|Weighted average number of    
|shares - basic                 | 6,207,360    | 4,356,751    | 3,206,996    | 2,692,364    | 1,589,058   
|Weighted average number of    
|shares - diluted               | 8,041,236    | 4,356,751    | 3,206,996    | 2,692,364    | 1,589,058   
|Balance Sheet Data             | 2003$        | 2002$        | 2001$        | 2000$        | 1999$       
|Total assets                   | 11,736,414   | 9,971,214    | 7,139,984    | 23,642,904   | 45,261,710  
|Total liabilities              | 3,716,276    | 3,270,019    | 2,704,141    | 6,842,333    | 4,348,192   
|Net Assets                     | 8,020,138    | 6,701,195    | 4,435,843    | 16,800,571   | 40,913,518  
|Working capital                | 4,351,746    | 3,357,422    | 2,202,718    | 5,898,756    | 12,724,105  
|Capital stock                  | 70,522,179   | 69,873,994   | 68,077,781   | 63,502,772   | 54,020,074  
|Additional paid-in capital     | 1,166,814    | 750,111      | 339,550      | 2,180,976    | 3,369,825   
|Deferred stock-based          
|compensation                   | (262,806)    | (10,667)     | (418,727)    | --           | --          
|Cumulative translation        
|adjustment                     | 441,564      | (275,693)    | (243,205)    | (170,304)    | --          
|Deficit                        | (63,847,613) | (63,636,550) | (63,319,556) | (48,712,873) | (16,476,381)
|Shareholders' equity           | 8,020,138    | 6,701,195    | 4,435,843    | 16,800,571   | 40,913,518  
|Other                         
|Cash Dividends                 | None         | None         | None         | None         | None        



Sequential Page No: 6 of 350Exhibits: Page 123

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U.S. GAAPYEAR ENDED DECEMBER 31st

|                                         | 2003$        | 2002$        | 2001$        | 2000$        | 1999$       
|---------------------------------------- | ------------ | ------------ | ------------ | ------------ | ------------
|Statement of Operation Data              |              |              | (Restated 1) |              |             
|Revenue                                  | 8,938,863    | 4,222,352    | 4,195,342    | 7,672,270    | 474,486     
|Net earnings (loss) from continuing     
|operations                               | 88,990       | (1,720,774)  | (16,811,300) | (25,662,681) | (3,288,362) 
|Results of discontinued operations       | (300,053)    | 465,884      | 267,635      | (4,736,623)  | (4,576,311) 
|Net loss for the year                    | (211,063)    | (1,254,890)  | (16,543,665) | (30,399,304) | (7,864,673) 
|Basic and diluted earnings (loss) per   
|share from continuing operations         | 0.01         | (0.40)       | (5.24)       | (9.53)       | (2.07)      
|Basic and diluted net loss per share     | (0.03)       | (0.29)       | (5.16)       | (11.29)      | (4.95)      
|Weighted average number of shares- basic | 6,207,360    | 4,356,751    | 3,206,996    | 2,692,364    | 1,589,058   
|Weighted average number of shares       
|- diluted                                | 8,041,236    | 4,356,751    | 3,206,996    | 2,692,364    | 1,589,058   
|                                         | 2003         | 2002         | 2001         | 2000         | 1999        
|Balance Sheet Data                       | $            | $            | $            | $            | $           
|Total assets                             | 11,736,414   | 9,971,214    | 7,139,984    | 23,130,477   | 45,261,710  
|Total liabilities                        | 3,716,276    | 3,270,019    | 2,704,141    | 6,206,329    | 4,348,192   
|Net assets                               | 8,020,138    | 6,701,195    | 4,435,843    | 16,924,148   | 40,913,518  
|Working capital                          | 4,351,746    | 3,357,422    | 2,202,718    | 5,898,756    | 12,724,105  
|Capital stock                            | 87,291,749   | 86,643,564   | 84,847,351   | 80,272,344   | 70,789,646  
|Additional paid-in capital               | 2,204,504    | 1,787,801    | 1,469,240    | 3,854,670    | 3,369,825   
|Deferred stock-based compensation        | (262,806)    | (10,667)     | (418,727)    | --           | --          
|Accumulated other comprehensive income   | 441,564      | (275,693)    | (1,273,101)  | (3,557,609)  | --          
|Deficit                                  | (81,654,873) | (81,443,810) | (80,188,920) | (63,645,257) | (33,245,953)
|Shareholders' equity                     | 8,020,138    | 6,701,195    | 4,435,843    | 16,924,148   | 40,913,518  
|Other                                   
|Cash dividends                           | None         | None         | None         | None         | None        

---

1  Income statement data in accordance
 with U.S. GAAP for 2001 has been restated resulting in an increase in net loss in accordance with U.S.
 GAAP by $2,288,987, or $0.72 per share. As a consequence of this restatement, the net loss for 2001
 increased to $16,543,665 as compared to $14,254,678 as previously reported. This restatement relates
 principally to the net effect of a reclassification of realized losses on marketable securities, sold
 during 2001, from accumulated other comprehensive loss to net loss. In addition, this restatement reflects
 an adjustment to the amount of write-down of an investment under U.S. GAAP due to the effects, on the
 carrying amount of this investment immediately prior to the write-down, of other U.S. GAAP differences
 of prior years as well as a correction of the amount of stock-based compensation costs for 2001



Sequential Page No: 7 of 350Exhibits: Page 123

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Capitalization and Indebtedness

# NOT APPLICABLE.

Reasons for the Offer and Use of Proceeds

# NOT APPLICABLE.

Risk Factors

You
 should consider carefully the following risk factors inherent in and affecting the Companys business,
 as well as all other information set forth in this Annual Report on Form 20-F and in the reports and
 other information that the Company files or furnishes with the SEC and/or OSC.

Volatility
 of Stock Price and Trading Volume        The Companys
 Common Shares are subject to significant price and volume fluctuations some of which result from various
 factors including (a) changes in its business, operations, and future prospects, (b) general market
 and economic conditions, and (c) other factors affecting the perceived value of the Companys Common
 Shares. Significant price and volume fluctuations have particularly impacted the market prices of equity
 securities of many technology companies including without limitation those providing communications
 software or Internet-related products and services. Some of these fluctuations appear to be unrelated
 or disproportionate to the operating performance of such companies. The market price and trading volume
 of the Companys Common Shares has been, and may likely continue to be, volatile, experiencing wide
 fluctuations. During the twelve-month period ended May 14, 2004, the closing per share price of the
 Companys Common Shares has varied from $2.01 to $15.90. During that same period, the daily trading
 volume of the Companys Common Shares has varied between 800 and 68,314,304 with an average daily trading
 of 2,085,734 Common Shares. Future market conditions may adversely affect the market price and trading
 volume of the Companys Common Shares. Furthermore, should the market price of the Companys Common
 Shares drop below the $1.00 per share minimum bid price requirement, the Companys Common Shares risk
 being delisted from the NASDAQ SmallCap Market®, which would have an adverse effect on the Companys
 business and liquidity of its Common Shares. Brokerage firms may not provide a market for low-priced
 stock, may not recommend low-priced stock to their clients and may charge a greater percentage commission
 on low-priced stock than that which they would charge on a transaction of a similar dollar amount but
 fewer shares. These circumstances may adversely impact trading in the Companys Common Shares and may
 also adversely affect the Companys ability to access capital.

Sequential Page No: 8 of 350Exhibits: Page 123

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Infringement
 and Liability Claims        The Company has settled
 all outstanding litigation and arbitration proceedings, which are described in this Annual Report on
 Form 20-F under ITEM 8  Legal or Arbitration Proceedings.

The
 Company and its operating companies may be subject to infringement or liability claims. From time to
 time, the Company and its operating companies have been, and expect to continue to be, subject to third
 party claims in the ordinary course of business. Any such claims may damage the businesses of the Company
 and its operating companies including by (i) subjecting them to significant liability for damages, (ii)
 resulting in invalidation of their proprietary rights, (iii) being time-consuming and expensive to defend
 even if such claims are not meritorious; and (iv) resulting in the diversion of managements time and
 attention. Liability claims may also arise in relation to business conducted via and information retrieved
 from the Internet, including claims for defamation, negligence, copyright or trademark infringement,
 personal injury or other theories based on the nature, content, publication and distribution of materials
 or the transaction of business via the Internet. Although the Company and its operating subsidiaries,
 via their contractual arrangements, seek to limit the scope of potential claims, there can be no assurance
 that any such contractual arrangements will adequately protect the Company or its operating subsidiaries
 against such claims.

Historical net results        As presented earlier
 in this section, the Company has reported net losses and net losses per share in each of the last five
 years. The Company has been financing its operations mainly by several private placements, by exercised
 warrants and options. Management considers that cash and cash equivalents as at December 31, 2003 will
 be sufficient to meet normal operating requirements throughout fiscal 2004. In the long term, the Company
 may require additional liquidity to fund growth, which could include additional equity offerings or
 debt financing. No assurance can be given that Management will be successful in getting required financing
 in the future.

Minority
 Interests        During the past years, the Company
 acquired minority interests in companies which develop and market analog integrated circuit products,
 new media and telecommunications sectors as a technology incubator. In February 2001, the Company announced
 a moratorium on new incubator activities. On a regular basis, the Company reassesses its minority interests
 to determine if there is other than temporary decline in its value. All the Companys minority interests
 except the investment in Ltrim Technologies Inc. (Ltrim) have been written-down to nil as of December
 31, 2002. Ltrim is a corporation in the development stage and there is no assurance that it will become
 profitable in the future or that the company will be able to recover the cost of this minority interest.
 Consequently, the investment in Ltrim which amounts to approximately $1.1M may be subject to write-down
 in the future.

Internet
 Use May Adversely Affect Company Results        
 The Companys business is based on Internet driven products and services including direct on-line Internet
 marketing and customer care software systems. The emerging nature of the

Sequential Page No: 9 of 350Exhibits: Page 123

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commercial uses of the Internet makes predictions concerning
 a significant portion of the Companys future revenues difficult. As the industry is subject to rapid
 changes, the Company believes that period-to-period comparisons of its results of operations will not
 necessarily be meaningful and should not be relied upon as indicative of its future performance. It
 is also possible that in some fiscal quarters, the Companys operating results will be below the expectations
 of securities analysts and investors. In such circumstances, the price of the Companys Common Shares
 may decline. The success of a significant portion of the Companys operations depends greatly on increased
 use of the Internet by businesses and individuals as well as increased use of the Internet for billing,
 sales, advertising and marketing. It is not clear how effective Internet related advertising is or will
 be, or how successful Internet-based sales will be. The Companys results will suffer if commercial
 use of the Internet, including the areas of sales, advertising and marketing, fails to grow in the future.

Security
 Risks         Consumer concerns about the security
 of transmissions of confidential information over public telecommunications facilities is a significant
 barrier to increased electronic commerce and communications on the Internet which are necessary for
 growth of the Companys business. Many factors may cause compromises or breaches of the security systems
 the Companys business or other Internet sites use to protect proprietary information, including advances
 in computer and software functionality or new discoveries in the fields of cryptography and processor
 design. A compromise of security on the Internet would have a negative effect on the use of the Internet
 for commerce and communications and negatively impact the Companys operating businesses. Security breaches
 of their activities or the activities of their customers and sponsors involving the storage and transmission
 of proprietary information, such as credit card numbers, may expose the Companys operating businesses
 to a risk of loss or litigation and possible liability. The Company cannot assure that the measures
 in place are adequate to prevent security breaches.

Regulations
         If the Internet becomes more strongly regulated,
 a significant portion of the Companys operating businesses may be adversely affected. For example,
 there is increased pressure to adopt laws and regulations relating to Internet privacy, pricing, taxation
 and content. The enactment of any additional laws or regulations may impede the growth of the Internet
 and the Internet-related businesses of the Company and could place additional financial burdens on the
 Company and its Internet-related businesses.

Reliance
 on Key Personnel, Labour Availability and EmployeeRelations        The
 success of the Company is dependent upon the experience and abilities of its senior management. The
 Companys success is also dependent on its ability to attract, train, retain and motivate other high-quality
 personnel, in particular for its technical and sales teams. There is significant competition in the
 Companys industries for qualified personnel. Labour market conditions generally and additional companies
 entering industries which require similar labour pools could significantly affect the availability and
 cost of qualified personnel required to meet the Companys business objectives and plans. There can
 be no assurance that the Company will be able

Sequential Page No: 10 of 350Exhibits: Page  123

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to retain its existing personnel or that it will be
 able to recruit new personnel to support its business objectives and plans. The Company believes its
 employee relations are good. Currently, none of the Companys employees are unionized. There can be
 no assurance, however, that a collective bargaining unit will not be organized and certified in the
 future. If certified in the future, a work stoppage by a collective bargaining unit could be disruptive
 and have a material adverse effect on the Company until normal operations resume.

Dilution        As at May 14, 2004, the Company has 115,000
 warrants and 253,834 stock options outstanding. As at May 14, 2004, the exercise prices of all of the
 Companys outstanding warrants and options issued pursuant to the Companys stock option plan are lower
 than the market price of the Companys Common Shares.While the market value of the Companys
 Common Shares is above the respective exercise prices of all the warrants and options, their exercise
 could result in the issuance of an additional 368,834 shares of Common Shares. To the extent such shares
 are issued, the percentage of shares of the Companys Common Shares held by existing Company stockholders
 will be reduced. Under certain circumstances the conversion or exercise of any or all of the warrants
 or stock options might result in dilution of the net tangible book value of the shares held by existing
 Company stockholders. For the life of the warrants and stock options, the holders are given, at prices
 that may be less than fair market value, the opportunity to profit from a rise in the market price of
 the shares of Common Shares, if any. The holders of the warrants and stock options may be expected to
 exercise them at a time when the Company may be able to obtain needed capital on more favourable terms.
 In addition, the Company reserves the right to issue additional shares of Common Shares or securities
 convertible into or exercisable for shares of Common Shares, at prices, or subject to conversion and
 exercise terms, resulting in reduction of the percentage of outstanding shares of Common Shares held
 by existing Company stockholders and, under certain circumstances, a reduction in the net tangible book
 value of existing stockholders shares of Common Shares.

Strategic
 Acquisitions and Market Expansion        A future
 decision by the Company to expand its business through acquisitions of other businesses and technologies
 presents special risks. Acquisitions entail a number of particular problems, including (i) difficulty
 integrating acquired technologies, operations, and personnel with the existing businesses, (ii) diversion
 of managements attention in connection with both negotiating the acquisitions and integrating the assets
 as well as the strain on managerial and operational resources as management tries to oversee larger
 operations, (iii) exposure to unforeseen liabilities relating to acquired assets, (iv) potential issuance
 of debt instruments or securities in connection with an acquisition possessing rights that are superior
 to the rights of holders of the Companys currently outstanding securities, and (v) the requirement
 to record potentially significant additional future operating costs for the amortization of goodwill
 and other intangible assets. The Company may not be able to successfully address these problems. The
 Company also faces competition from other acquirers, which may prevent the Company from realizing strategic
 opportunities.

Sequential Page No: 11 of 350Exhibits: Page 123

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Dividends
 Unlikely        The Company has never paid dividends
 on any class of its shares. The Companys management anticipates that any earnings generated from the
 Companys operations will be used to finance the Companys working capital and potential market expansion
 opportunities and that for the foreseeable future cash dividends will not be paid to holders of the
 Companys Common Shares.

Rapidly
 Evolving Marketplaces and Competition        The
 markets for the Companys products and services are characterized by (i) rapidly changing technology,
 (ii) evolving industry standards, (iii) frequent new product and service introductions, (iv) shifting
 distribution channels, and (v) changing customer demands. The success of the Company will depend on
 its ability to adapt to its rapidly evolving marketplaces. There can be no assurance that the introduction
 of new products and services by others will not render the Companys products and services less competitive
 or obsolete. The Company expects to continue spending funds in an effort to enhance already technologically
 complex products and services and develop or acquire new products and services. Failure to develop and
 introduce new or enhanced products and services on a timely basis might have an adverse impact on the
 Companys results of operations, financial condition and cash flows. Unexpected costs and delays are
 often associated with the process of designing, developing and marketing enhanced versions of existing
 products and services and new products and services.

The
 market for the Companys products and services is highly competitive, particularly the market for Internet
 products and services which lacks significant barriers to entry, enabling new businesses to enter this
 market relatively easily. Competition in the Companys markets may intensify in the future. Numerous
 well-established companies and smaller entrepreneurial companies are focusing significant resources
 on developing and marketing products and services that will compete with the Companys products and
 services. Many of the current and potential competitors of the Companys operating companies have greater
 financial, technical, operational and marketing resources. The Company may not be able to compete successfully
 against these competitors. Competitive pressures may also force prices for products and services down
 and such price reductions may reduce the revenues of the Companys operating companies.

Uncertainty
 and Protection of Intellectual Property Rights        
 The Company relies upon a combination of trade secret, copyright, trademark and other laws to protect
 its intellectual property assets. It has entered into confidentiality agreements with its management
 and key employees with respect to such assets and limits access to, and distribution of, these and other
 proprietary information. However, the steps the Company takes to protect its intellectual property assets
 may not be adequate to deter or prevent misappropriation. The Company may be unable to detect unauthorized
 uses of and take appropriate steps to enforce and protect its intellectual property rights. Although
 senior management believes that the Companys services and products do not infringe on the intellectual
 property rights of others, the Company is subject to the risk that such a claim may be asserted in the
 future.

Sequential Page No: 12 of 350Exhibits: Page
 123

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Currency
 Fluctuations        Although the Company transacts
 a majority of its business in United States dollars, the Company might transact some of its business
 in foreign currencies. While the Company has not experienced a material adverse effect from fluctuations
 in the value of foreign currencies, there can be no assurance that a material adverse effect will not
 result in the future. Negative fluctuations in the value of foreign currencies by which the Company
 may receive payment could decrease the value of the Companys transactions and adversely impact the
 Companys results of operations, financial condition and cash flows. The Company does not hold any financial
 instruments that mitigate this risk.

Functional
 currency        During the first quarter of fiscal 2004,
 the Company determined that the functional currency of its wholly owned subsidiary, Mamma.com Enterprises,
 had clearly changed from the Canadian dollar to the U.S. dollar as at the beginning of the quarter.
 As a result of this change, which will be applied prospectively from January 1, 2004, transactions entered
 into by Mamma.com Enterprises which are denominated in currencies other than the U.S. dollar are now
 translated into U.S. dollars using the temporal method. Under this method, monetary assets and liabilities
 are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Non-monetary
 assets and liabilities are translated into U.S. dollars at historical exchange rates. Revenues and expenses
 are translated into U.S. dollars at the exchange rates prevailing at the dates of the respective transactions.
 Gains and losses resulting from translation of monetary assets and liabilities into U.S. dollars are
 reflected in the statement of operations.

Prior
 to this change, the functional currency of Mamma.com Enterprises was the Canadian dollar. Accordingly,
 the financial statements of Mamma.com Enterprises were translated from Canadian dollars into U.S. dollars
 using the current rate method. Gains and losses resulting from translation of these financial statements
 were included in the cumulative translation adjustment in shareholders equity. The translated amounts
 for non-monetary items as at January 1, 2004 will become the historical basis for those items in subsequent
 periods.

Inflation        The Company does not believe that the relatively
 moderate rates of inflation experienced in the United States and Canada in recent years have had a significant
 effect on its revenues or profitability. Although higher rates of inflation have been experienced in
 a number of foreign countries in which the Company might transact business, the Company does not believe
 that such rates have had a material effect on the Companys results of operations, financial condition
 and cash flows. Nevertheless, in the future, high inflation could have a material, adverse effect on
 the Companys results of operations, financial condition and cash flows.

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# ITEM 4.     INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

The
 Company was incorporated as Quartet Management Ltd. on July 5, 1985, pursuant to the Business Corporations
 Act (Ontario), promulgated under the laws of the Province of Ontario, Canada. The Companys name
 was then changed to Health Care Products, Inc. on March 18, 1987, then to Celltech Media Inc. on March
 25, 1994, and again changed on June 28, 1995 to Smartel Communications Corporation. On July 26, 1996,
 the Company received shareholder approval to change its name to Intasys Corporation. On January 6, 2004,
 the Company received shareholder approval to change its name to Mamma.com Inc.

In
 August 2001, the Company relocated its principal executive offices to 1800 McGill College Avenue, Suite
 2811, Montréal, Quebec, Canada H3A 3G5, where it leased approximately 3,000 square feet of office space.
 By January 2002, in its continued effort to reduce operating costs, the Company relocated its principal
 executive offices to 388 St. Jacques Street, 8th Floor, Montréal, Quebec, Canada H2Y 1S1
 (514-844-2700), where it currently occupies approximately 700 square feet of office space within the
 7,000 square foot premises leased by its operating company, Mamma.com Enterprises Inc. The Company maintains
 its registered head office c/o Goodmans LLP, 250 Yonge Street, Suite 2400, Toronto, Ontario, Canada
 M5B 2M6.         The Company's operating subsidiary
 is Mamma.com Enterprises Inc. (formerly Mamma.com Inc.)

IMPORTANT EVENTS, CAPITAL EXPENDITURES AND DIVESTITURES

Maxim Group, LLC

On
 January 29, 2003, the Company retained Maxim Group LLC (Maxim), on a non-exclusive basis, as its investment
 banker, strategic advisor and financial advisor. In consideration for these services, the Company paid
 a retainer of $25,000 for the first month and a monthly fee of $5,000 for the duration of the agreement.
 Upon execution of the agreement, the Company issued a warrant to purchase 25,000 of the Companys Common
 Shares at an exercise price of $2.15 expiring on June 30, 2006. Under the agreement, on a monthly basis,
 commencing 30 days after execution of the agreement, the Company was obligated to issue additional warrants,
 each to purchase 8,000 Common Shares, at an exercise price equal to the market price, for the duration
 of the agreement upon the same terms and conditions. For any Transaction completed by the Company with
 Maxim Group LLC, the Company agreed to pay a success fee upon closing equal to the sum of 2 1⁄2% of the
 aggregate transaction value, provided that Maxim either introduced and/or performed specific services
 for the Transaction. The minimum success fee for any transaction was $200,000. On May 5, 2003, an amendment
 was made to the agreement to increase the success fee for a specific Transaction from 21⁄2% to 31⁄2%.

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The
 term of this agreement was indefinite. However, the Company or Maxim could terminate it upon 30 days
 written notice. If such a notice was sent by the Company, the monetary consideration was payable by
 the Company for the ensuing five months; however, the warrant consideration would cease after the 30
 days written notice. If Maxim sent such a notice, both the monetary and warrant consideration will cease
 immediately. The preceding statements notwithstanding, the agreement could also be terminated upon 30
 days written notice by either party any time after the 6th month anniversary of the agreement.
 On October 30, 2003 the Company advised Maxim of termination of this agreement effective November 30,
 2003.

As
 at May 14, 2004, Maxim Group, LLC held warrants to purchase 105,000 Common Shares at an exercise price
 as stipulated above, all of which expire on June 30, 2006.

Merriman Curhan Ford & Co.

On
 March 16, 2004 the Company retained Merriman Curhan Ford & Co. (MCF) on a non-exclusive basis,
 as its investment banker, strategic advisor and financial advisor. In consideration for these services,
 the Company pays a monthly fee of $5,000 and 10,000 warrants, each to purchase one Common Share of the
 Company for the duration of the agreement. Warrants are issuable at an exercise price equal to the average
 closing bid for the last five (5) trading days at the end of the month of issue, for the duration of
 the agreement upon the same terms and conditions. Warrants will have a duration of five years from the
 issuance date. For any Transaction completed by the Company with MCF, the Company shall pay a success
 fee upon closing equal to the sum of 4% up to $10 million Transaction value, 3% of $10 to $15 Million
 Transaction value and 2% of greater than $15 million Transaction value, provided that MCF either introduces
 and/or performs specific services for the Transaction. The minimum success fee for any acquisition transaction
 shall be $200,000 and any sale Transaction $500,000.

The
 term of this agreement is indefinite. However, the Company or MCF may terminate it upon 30 days written
 notice.

As
 at May 14, 2004, MCF had been granted warrants to purchase 10,000 Common Shares at an exercise price
 and terms as stipulated above.

Recent Financings

On
 November 30, 2002, the Company entered into subscription agreements to sell 1,893,939 Units, for a purchase
 price of $1.32 per Unit or total proceeds of $2.5 million. Each Unit consisted of one share of Common
 Shares plus one nontransferable A Warrant that entitled the holder to purchase one additional Common
 Share at a price of $1.40 on or before November 30, 2004. Only in the event and upon the exercise of
 each respective A Warrant, the holder thereof was entitled to be issued one B Warrant that would entitle
 such holder to purchase one additional Common Share at a price of $1.50 on or before November 30, 2006.
 A placement fee of 142,045 Units was paid to a placement agent for arranging this financing and the
 A and B warrants attached were exercised in September 2003 and November 2003 respectively. A sum of
 $5,904,354 accrued to the treasury of

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the Company and a further 4,071,968 common shares of
 the Company were issued. The form of The Amended Subscription Agreement and warrants as well as the
 placement agreement relative to this financing are filed as Exhibits to this Annual Report on Form 20-F.

On
 August 6, 2001, the Company entered into subscription agreements to sell 600,000 Units, for a purchase
 price of $1.50 per Unit or total proceeds of $900,000. The Units were comprised of, in the aggregate,
 (i) 600,000 shares of Common Shares of the Company, (ii) 600,000 non-transferable warrants which entitled
 the holders thereof to purchase, until August 14, 2003, an aggregate of 600,000 shares of Common Shares
 of the Company at a price of US$2.40 per share (the Class A Warrants) and (iii) on condition that
 the Class A Warrants had been exercised, 400,000 non-transferable warrants which would entitle the holders
 thereof to purchase, for a period of one year from the exercise of the Class A Warrants, an aggregate
 of 400,000 shares of Common Shares of the Company at a price of US$2.50 per share (the Class B Warrants).
 A placement fee of 54,000 Units (comprised of, in the aggregate, 54,000 shares of Common Shares of the
 Company, 54,000 Class A Warrants and 36,000 Class B Warrants) was paid to a placement agent for arranging
 this financing. None of these warrants were exercised and they expired at the close of trading on August
 14, 2003.

Acquisition of focusIN assets by Mamma.com Enterprises
 Inc.

On
 November 27, 2002, the Company acquired certain of the assets of the focusIN business of ZAQ Inc. in
 exchange for a total cash consideration amounting to $1,625,151, including costs directly related to
 the acquisition. This acquisition has been accounted for using the purchase method. The net earnings
 of the business have been included in the Companys financial statements from the above-noted date of
 acquisition. focusIN is an on-line media placement business with a current base of over 5,000 client
 web sites. These sites, with monthly traffic of 30 million unique users and more than 700 million page
 impressions, cover a wide array of vertical markets, mostly in the United States.

Asset Sale of Intasys Billing Technologies Subsidiaries
 (IBT)

On
 February 12, 2004, the Company concluded the sale of IBTs assets which includes contracts, customer
 lists, intellectual property, fixed assets and tangible and intangible assets relating to the business.
 The proceeds on disposal amounted to $1,699,185 subject to certain adjustments and contingent consideration.
 The maximum amount of any contingent consideration is $250,000. In the first quarter of 2004, the Company
 recorded a gain on the disposal of discontinued operations of approximately $1,588,923 and interim net
 costs from January 1, 2004 to February 12, 2004 of $614,354 including closing costs. As at the
 date of this Annual Report on Form 20-F, no contingent considerations have been earned.

In
 July 2003, the board of directors of the Company decided to divest of their wireless billing technology
 business in order to concentrate exclusively on its profitable and growing metasearch engine and on-line
 marketing business, Mamma.com Enterprises Inc. On September 9,

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2003, the Company announced that it had reached a verbal
 agreement to sell the assets of IBT. Consequently, the results of operations and cash flows for IBT
 have been reported separately as discontinued operations in the consolidated statement of operations
 and cash flows, and the assets and liabilities of IBT have been reclassified on the consolidated balance
 sheets included in this Annual Report on Form 20-F (Consolidated Balance Sheet). Comparative figures
 for the year ended December 31, 2002 and 2001 have been reclassified in the consolidated financial statements.

IBT
 develops, markets, sells, installs and maintains billing and customer care and mediation software for
 customers operating in the telecommunications industry. Customers include cellular operators (analog,
 digital, GSM) and fixed line operators. Typical customers purchase network capacity from network operators
 for resale. IBT focused on achieving growth by penetrating projected wireless subscriber growth in emerging
 markets, particularly the rapidly developing small network operator market in Asia-Pacific. The Company
 decided that it would deploy all its resources to achieving growth in the Internet media solutions sector
 and divest of its IBT assets which would have necessitated considerable resources to penetrate new markets.

Letter of Intent (LOI) for the acquisition of
 Digital Arrow LLP and High Performance Broadcasting Inc. by Mamma.com Inc.

On
 March 3, 2004, the Company announced that it had signed a letter of intent to acquire Digital Arrow
 LLC (Digital Arrow) and High Performance Broadcasting Inc. (HPB). Digital Arrow is a privately held
 company in Delray Beach, Florida with approximately $2 million of revenue in 2003. Finalization of the
 terms of the acquisition which will be a combination of equity and cash is subject to adjustment based
 on the results of the due diligence which has commenced. While management expects to complete this acquisition
 during the second quarter of 2004, there can be no assurance that the parties will be able to negotiate
 a definitive acquisition agreement or that due diligence will satisfy all conditions to which closing
 is subject under such a definitive agreement. Digital Arrow and HPB are on-line email marketing companies.
 Through a database of opt-in email addresses, the company delivers promotional material in consideration
 for a cost per thousand CPM based fee. The company delivers on average 40 million emails per business
 day, mostly in the United States.

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MINORITY INTERESTS

LTRIM Technologies Inc. (LTRIM)

LTRIM
 is engaged in the design and development of high-performance analog integrated circuit products. LTRIMs
 proprietary core technology consists of a laser-based fine-tuning system designed to set the electrical
 characteristics of high-performance analog integrated circuits by precisely adjusting the resistance
 of silicon-embedded resistive elements that are fabricated through standard semiconductor manufacturing
 processes. It is expected that this technology will have advantages over conventional circuit fine-tuning
 techniques, in terms of manufacturing cost, integration, and time-to-market, when applied to the production
 of high-performance analog semiconductor products.

On
 May 4, 2000, the Company initiated a series of transactions pursuant to which it subscribed to a CA$850,000
 secured debenture convertible into 12.75% of the equity of LTRIM. On February 23, 2001, the Company
 started acquiring preferred shares by step purchase and by May 2001, a total of 207,323 preferred shares
 were subscribed to and entirely paid. These shares were subsequently split 10 for 1, resulting in 2,073,230
 shares.

On
 December 13, 2002, LTRIM closed the first round of an intended two-round financing transaction with
 new investors. As part of the transaction, the Company converted all preference shares and the secured
 debenture into 4,891,686 Class A Common Shares. Accrued interest on the debenture in the amount of CA$137,014
 (US$80,038) was converted into 359,281 Class A preference shares.

On
 February 11, 2004, LTRIM closed the second round of financing. After this transaction, the Company owns
 12% of LTRIM.

interWAVE Communications International, Ltd.
 (interWAVE)

interWAVE
 is a pioneer in the design of micro cellular wireless network systems and a global provider of cost-effective
 compact wireless network solutions for the cellular and PCS (Personal Communications Systems) market.
 interWAVE solutions seek to address the competitive needs of todays wireless communications service
 providers by offering them innovative solutions to economically improve and expand their services. interWAVEs
 all-in-one solution was the first product of its kind to integrate a GSM (Global System for Mobile Communications)
 switch, base station controller and base receiver station in a compact enclosure approximately the size
 of a personal computer tower.

In
 August 1999, Mamma.com Inc. acquired 715,000 preferred shares of interWAVE for $5.05 million. These
 preferred shares are convertible into 715,000 Common Shares and share purchase warrants that entitle
 the Company to purchase another 715,000 Common Shares at $1 per share. In January 2000, Mamma.com Inc.
 exercised its 715,000 warrants and received a corresponding number of Common Shares of interWAVE. In
 2001, the Company purchased an additional 6,000 Common

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Shares for $5,470. By March 31, 2002, the Company had
 sold its entire 1,436,000 Common Shares of interWAVE for a total cash consideration of $1,956,291. Between
 August 1999 and March 2002, the Company wrote-down $4,027,310 of the value of its marketable interWAVE
 securities due to a decline in market value.

Tri-Link Technologies Inc. (Tri-Link)

Tri-Link
 is a developer of integrated (voice, video and data) computer telephony solutions. Formed in 1998, it
 is headquartered in Vancouver, British Columbia. Tri-Links Vortex is a standard-based, open platform
 product that integrates seamlessly with third party applications. It has unique networking technology
 that allows it to augment and deliver the advanced high-speed services of telephone and cable companies,
 while guaranteeing voice and video quality. Customers installing Vortex economically deliver three
 integrated networks over a single standard copper wire to each user. This includes an advanced PBX telephone
 network, a high-quality video conferencing network, and a high-throughput data network. Vortex also
 includes advanced Internet features, including free IP long distance and seamless network integration
 to high-speed services. In September 2000, the Company subscribed to $1.35 million of convertible preferred
 shares. Subsequent to this initial investment, the Company made a total of $158,430 in advances and
 accrued interests to temporarily finance Tri-Link during its restructuring period. As at December 31st,
 2001, the entire investment was written down and as at March 31st, 2002 all temporary advances
 and accrued interests were also written down when management realized that these temporary advances
 would not be reimbursed due to economic reasons. In 2002, the Company acquired 2,553,650 preference
 shares of Tri-Link Technologies for $1,612 which was a preferred price due to the fact that the Company
 made advances in 2001. In 2002, the remaining balance of $1,612 was written off.

TEC TechnologyEvaluation.com Corporation (TEC)

TEC
 is a source of Web-based B2B information on technology trends, vendors and products. TEC also provides
 more comprehensive advice, consultation and evaluation services off-line on a fee or paid subscription
 basis.

On
 March 30, 2000, the Company acquired a 6% secured debenture of $2.625 million issued by TechnologyEvaluation.com
 (TEC.com) for a cash consideration of $1.625 million and in exchange for a $1.0 million note receivable
 and accrued interest.

On
 November 9, 2000, TECE, Inc. (TECE), a publicly traded corporation listed on the OTC BB in the United
 States under the symbol TENC, acquired a controlling interest in TEC.com from certain of its major shareholders,
 including Mamma.com Inc. As part of the transaction, the Company transferred its $2.625 million secured
 convertible debenture plus accrued interest in an amount of $114,538 in exchange for 6,522,710 shares
 of TECEs common stock. At the same time, the Company subscribed to a non-interest-bearing note receivable
 of $344,914 to temporarily finance TECE during its restructuring period, the full amount was agreed
 to be reimbursed after the financial restructuring was completed. The note receivable was issued for
 a cash consideration of

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$250,000 and a fee of $94,914. During 2001, the investment
 was entirely written down due to an other than temporary decline in its value. Moreover, the advances
 of $907,227 were written down to nil.

In
 2002, TECE restructured its capital. As part of this transaction, the Company converted its 6,522,710
 shares of TECEs common stock, its non-interest-bearing note receivable of $344,914 and all advances
 into 5,000,000 common shares representing approximately 7% of TECEs new capital structure.

uPATH.com Inc. (uPATH)

uPATH
 is an Internet communications, commerce and media company, targeting the 18 to 24 year old market and
 providing a branded network of services to Internet users. uPATHs mission is to provide cutting-edge
 content and technology to on-line users. uPATH had created a focused business model that targets college
 and university students and urban youth. uPATH offers them highly focused on-line content. On May
 25, 2000, the Company acquired a 30% equity interest in uPATH for CA$1 million. As of December 31, 2001,
 this investment has been written down to its net realizable value of $50,000. The Company is seeking
 to divest itself of this investment. During 2002, the Company wrote-down the remaining balance of the
 investment to nil. On August 28, 2003, the Company sold its entire investment in uPATH for $32,499.

ESP Media Inc. (ESP)

In
 August 2000, the Company agreed to subscribe to up to CA$4,000,000 in exchange for a 26.7% equity interest
 in ESP, a startup wireless service provider offering a sponsored, mobile telephony service that partners
 sponsors with specific target markets. By December 31, 2000, the Company had subscribed to CA$2,200,000
 of shares but thereafter ceased its subscription as a result of ESP missing certain required milestones.
 Also as of that date, the Company wrote off its entire investment in ESP. In May 2001, ESP ceased its
 operations and made a voluntary assignment of its assets into bankruptcy. ESP no longer had the funds
 to pursue its business plan. ESPs success depended in large part on advertising revenues from major
 clients, which it failed to obtain.

Cessation of Incubator Activities

In
 February 2001, the Company announced a moratorium on new incubator activities into its investment management
 segment.

Relocation of Principal Executive Offices

In
 August 2001, the Company relocated its principal executive offices to 1800 McGill College Avenue, Suite
 2811, Montréal, Quebec, Canada H3A 3G5, where it leased approximately 3,000 square feet of office space.
 By January 2002, in its continued effort to reduce operating costs,

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the Company relocated its principal executive offices
 to 388 St. Jacques Street, 8th Floor, Montréal, Quebec, Canada H2Y 1S1, where it currently
 occupies approximately 700 square feet of office space within the 7,000 square feet of space leased
 by its operating subsidiary, Mamma.com Enterprises Inc.

Global Capital Securities Corporation

On
 August 15, 2001, the Company retained Global Capital Securities to render financial services for an
 18-month period terminating on January 31, 2003. Consideration paid by the Company for these consulting
 services consisted of the issuance of 150,000 Common Shares and 250,000 unvested warrants with an exercise
 price of $2.75 per share. On April 19, 2002, all of these shares and warrants were transferred by Global
 to Lomond International Inc., who had agreed to continue providing the services in accordance with the
 original agreement. On June 19, 2002, all of the above warrants were returned to the Company for cancellation.

These
 shares were earned evenly over the 18-month term of the agreement at a rate of 8,333 shares per month.
 The warrants vested in the same manner, with 13,889 becoming vested each month. In the event the agreement
 is terminated prior to the expiration of its 18 month term, any unearned shares and unvested warrants
 remaining as of that date must be returned to the Company for cancellation. Since the terms of the unearned
 shares and the unvested warrants were variable, the fair value of the unearned shares and unvested warrants
 was remeasured at each balance sheet date, and deferred stock-based compensation and additional paid-in
 capital are adjusted accordingly. The cost of the services is recognized as an expense on a monthly
 basis as the warrants and shares vest, based upon the fair value of the Companys Common Shares at the
 end of each month. This agreement is now terminated and all outstanding warrants expired unexercised.

Acquisition of Remaining Minority Shareholder
 Interests in Mamma.comEnterprisesInc.

On
 July 5, 2001, the Company acquired the remaining minority shareholders interests in Mamma.com Enterprises
 Inc. for a cash consideration of $1,263,946 and issuance from treasury of 436,898 of the Companys Common
 Shares, valued at $2.50 per share. Concurrently with this transaction, the Company acquired all outstanding
 options to acquire shares of Mamma.com Enterprises Inc. for a cash consideration of $158,221 and the
 issuance of 42,977 options to acquire shares of the Companys Common Shares, at an exercise price of
 $1.50 per share, which are scheduled to expire on July 17, 2011.

NASDAQ® Panel HearingAmendment
 to Articles of Incorporation  Consolidation of Companys Common Shares

On
 April 9, 2001, the Company received a NASDAQ Staff Determination stating the Company had failed to comply
 with the minimum bid price requirement for continued listing and as a result, was subject to delisting
 from the NASDAQ SmallCap Market®. On May 24, 2001, at the Companys Annual and Special Meeting of Shareholders,
 the shareholders approved a special

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resolution conferring authority on the Companys Board
 of Directors to amend the articles of the Company in order to consolidate all of the issued and outstanding
 Common Shares of the Company on the basis of one post-consolidation common share for every two to ten
 pre-consolidation Common Shares at the discretion of the Board of Directors at any time prior to the
 next meeting of shareholders. On June 7, 2001, the Company had an oral hearing before the NASDAQ Listing
 Qualification Panel (Panel). At this hearing, the Company presented a plan for achieving long-term
 compliance with the minimum bid price requirement, which plan included the above-mentioned consolidation.
 On July 2, 2001, the Panel issued an order to maintain the Companys listing, provided the Companys
 securities evidenced a closing bid price of at least $1.00 per share on or before July 25, 2001 and
 for a minimum of ten consecutive trading days immediately thereafter and provided the Company also demonstrated
 compliance with all other requirements for continued listing on the NASDAQ SmallCap Market®. On July
 11, 2001, the Company filed articles of amendment consolidating its issued and outstanding Common Shares
 on the basis of one post-consolidation common share for every ten pre-consolidation Common Shares. The
 Companys Common Shares started trading on the NASDAQ SmallCap Market® on a consolidated basis at the
 opening of the markets on July 13, 2001. As of that date and for a period of twenty trading days thereafter,
 a D was appended to the Companys trading symbol so the trading community would be aware of the consolidation.
 On August 6, 2001, the Panel determined that the Company had met the conditions of its July 2, 2001
 order for continued listing on the NASDAQ Small Cap Market®.

BUSINESS OVERVIEW

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
         Mamma.com Inc. is focused on providing information
 retrieval on the Internet through its metasearch engine, www.mamma.com, The Mother of All Search Engines®.
 The Company is equally focused on being a provider of online marketing solutions to advertisers as its
 integrated offer includes keyword search listings and numerous sizes of graphic ad units. Mamma.com
 Inc. maintains a publisher network on which it distributes search and graphic ad units for its advertisers.
 The Company has two types of revenues: Search services and Banner advertising services with customers
 mainly located in the United States and Canada. The Company also holds minority interests in companies
 which develop and market analog integrated circuit products, and in the new media and telecommunication
 sectors through LTRIM Technologies Inc., Tri-Link Technologies Inc. and TECE, Inc.

Mamma.coms
 business model evolved from a pure banner advertising model on the www.mamma.com metasearch site to
 a model based on the publication and distribution of monetized search results (paid listings) and media
 advertising (banner advertising). On the distribution side of search results, Mamma.com partners with
 high traffic destination sites to set up private labelled search engines (portals using Mamma.com as
 their Web search feature). This search network is then used as leverage for distribution deals with
 the source engines based on referrals.

Through
 the acquisition of the focusIN Ad network in 2002, Mamma.com expaned its presence in the Ad Network
 industry. The focusIN Ad network is composed of more than 5,000

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online publishers, which are categorized destination
 sites that provide access to their advertising banner inventory.

These
 services allow Mamma.com to provide one stop shop advertising campaign solutions for clients. Mamma.com
 maximizes the efficiency of an on-line advertising campaign by offering paid for placement search results
 and banner advertising on the Mamma Media Solutions publisher network. Mamma.coms advertisers are able
 to benefit from a potential exposure of approximately 30 million unique users per month and an inventory
 of more than a billion pages impressions per month.

Mamma.coms
 business relies on the principle of providing high quality search results to its users with the proper
 mix of sponsored and non-sponsored content. Mamma.com believes that a proper mix of sponsored (paid-for)
 and non-sponsored content is a key factor in maintaining user loyalty.

Mamma.coms
 dual business strategy relies on a strong organic growth plan supported by an aggressive M&A strategy
 that will create a company with a larger critical mass and more market reach. In order to successfully
 accomplish this strategy, Mamma.com has developed a comprehensive business plan that focuses on the
 following key areas:

1-
 Develop its search property: Mamma.com        As opposed
 to pure distribution players that operate in the search industry, Mamma.com has developed its own destination
 site at www.mamma.com. It is a well-branded and visited site. Advertisements which are placed by Mamma.coms
 clients on the Mamma.com web site generate greater contributions since Mamma.com is not required to
 share these with distribution partners. Mamma.com therefore believes that an important element in its
 business strategy is to increase user traffic to Mamma.coms web site. Mamma.com explores and employs
 a variety of means for increasing user traffic including on-line marketing and public relations campaigns.

2-
 Develop its distribution network        The development
 of the Companys distribution network has two objectives: firstly, to increase the level of advertising
 inventory that Mamma has access to, thereby increasing its capacity to generate more revenues, and secondly,
 being able to integrate the search and ad network publishers functionalities and services in order to
 differentiate the Company in the marketplace.

Mamma.com
 has developed a comprehensive paid-for placement offer that allows small and large businesses to purchase
 keywords that are relevant to their business model (e.g. travel in California for a travel agent)
 and which are used to present their Web sites when a user searches for those keywords. It is a low-cost
 and effective way to bring qualified prospects to an Internet site. Mamma.coms paid-for placement model
 is somewhat different than the bid-for placement services offered by most other competitors, whereby
 clients bid for keywords. Mamma.com sells key word searches at a pre-determined fixed price by vertical
 market, which enables the advertiser to plan a fixed budget accordingly. Co-branded partnerships have
 proven beneficial for Mamma.com. Co-branded partners are highly visible Web sites that use Mammas search
 application within their own interface. When their users perform a search, the results are supplied
 by Mamma.com. This gives

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Mamma.com the opportunity to build more traffic and
 to distribute its advertisers campaigns through search results of the co-branded partners.

Through
 the Ad Network, Mamma.com represents more than 5000 Internet media properties where Mamma.com has an
 agreement to sell their advertising inventory. These ventures allow Mamma.com to offer a wide range
 of on-line advertising services through a broad network of sites. Through categorization technology,
 Mamma.com can target the campaign to a specific demographic, which in turn would augment the conversion
 rate of prospects to the advertiser. Through these services and through other offerings being developed
 by Mamma.com, Mamma.com expects to develop additional expertise in the on-line direct marketing area
 and provide better targeted campaigns to its clients.

3-
 Complete its one stop shop strategy by entering the emailmarketing space         Mamma.com
 is in the process of acquiring Digital Arrow LLC. On March 3, 2004, the Company announced that it had
 signed a letter of intent to acquire Digital Arrow LLP and HPB. This third service offering, if the
 transaction is concluded, will be integrated into Mamma.com Inc.s one stop shop approach to advertisers
 to complete its services and deliver search, ad network and now email marketing solutions to advertisers.
 The Company believes that it will not only be able to cross-sell these services to the three existing
 customer bases, but that it will be able to deploy more efficient advertising campaigns to its clients.
 The Company will be able to propose the best tailored solution that will enable the advertiser to user
 its portfolio of services in order to reach the targeted demographic. The results will be better usage
 of the marketing budget for the advertiser and a better ROI on their campaigns. On the other hand, this
 efficiency will help attract a high quality publishers that will want to participate in the revenue
 sharing opportunities of this efficient blend of services.

4-
 Accelerated growth by Mergers and Acquisitions        With
 a strong balance sheet and sufficient cash on hand, Mamma.com believes that it can pursue its growth
 by acquiring other companies that operate in one of the three main markets targeted by Mamma.com: 1)
 Search space, 2) Ad Network and 3) Email marketing. Mamma has already integrated the focusIN network
 that it acquired in 2002. The Company is still in negotiation to acquire the Digital Arrow LLC and HPB
 operation. These acquisitions were part of the business plan that was developed to differentiate the
 Company from other larger players, by offering a portfolio of services to advertisers. The Company is
 concentrating on these three areas and seeking additional acquisitions that will add revenue and earnings.

PRINCIPAL MARKETS

Media Solutions Principal Markets

Although
 Mamma.com Enterprises Inc. operates in the global on-line market, the majority of its users are concentrated
 in the U.S. Its total revenues can be divided into two main categories: search advertising and banner
 advertising services. The following table gives a breakdown of the total revenues by category for
 the last five financial years. The Company acquired a majority

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position in Mamma.com Enterprises Inc. and began including
 Mamma.coms revenues in its financial statements as of November 1999. As of July 2001, Mamma.com Enterprises
 Inc. became a wholly owned subsidiary of the Company.

|YEAR | SEARCH ADVERTISING | BANNER ADVERTISING | OTHER  
|---- | ------------------ | ------------------ | -------
|     | US$                | US$                | US$    
|2003 | 5,776,707          | 3,150,883          | 11,273 
|2002 | 2,698,120          | 1,488,399          | 35,833 
|2001 | 2,749,037          | 1,324,464          | 110,269
|2000 | 3,181,139          | 4,138,355          | 230,806
|1999 | 1,592,387          | 379,856            | 68,165 

Seasonality

The
 Company is subject to seasonal fluctuations affecting its operations and results. As regards Mamma.com
 Enterprises, historically, the first and third quarters have shown significant decreases in operating
 revenues, which the Company believes are respectively attributable to decreased advertising and Internet
 use during the post-Christmas lull and the Summer holiday season.

Marketing Channels and Sales Methods

The
 Company maintains its own sales and marketing staff and has its own experienced direct sales
 force to address the new and evolving requirements of its target markets. Although the Company
 itself does not expend significant resources on public relations, Mamma.com Enterprises markets itself
 through public relations, on-line advertising, internally sponsored events and trade shows.

Mamma.com
 Enterprises, solicits banner sales by telephone or e-mail directly to the end client, through advertising
 agencies or network distribution business associates who are mainly specialized in the on-line advertising
 market. Search listings are solicited either directly and through on-line marketing campaigns from the
 end client or through specialized search engines.

Dependence on Intellectual Property and Other
 Matters Material toProfitability

The
 Company regards its intellectual property rights, including its trademarks, software systems and databases
 as proprietary. The Company relies upon a combination of trade secret, copyright, trademark and other
 relevant laws to protect its intellectual property assets. It has entered into confidentiality agreements
 with its management and key employees with respect to such assets and limits access to, and distribution
 of, these and other proprietary information. However, the steps the Company takes to protect its intellectual
 property may not be adequate to deter or prevent misappropriation of the Companys proprietary information.
 In addition, the Company may be unable to detect unauthorized uses of and take appropriate steps to
 protect and enforce its

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intellectual property rights. Although senior management
 believes that the Companys services and products do not infringe on the intellectual property rights
 of others, the Company is subject to the risk that such a claim may be asserted in the future, which
 may have a material adverse effect on the Companys business, prospects, financial condition and results
 of operations.

Government Regulation

To
 the knowledge of the Company, Mamma.com Enterprises and other Internet-related activities undertaken
 by the Company, are generally not regulated other than pursuant to laws applicable to businesses in
 general and there are currently few laws or regulations directly applicable to commerce on the Internet.
 It is possible that various laws and regulations may be adopted with respect to Internet related issues
 such as export controls, content regulation, consumer protection, advertising, intellectual property,
 privacy, electronic commerce, and taxation, tariff and other trade barriers. The adoption of any such
 laws or regulations may decrease the growth of the Internet, decrease the demand for the Companys products
 or services, and increase its cost of doing business or otherwise have a material adverse effect on
 its business, prospects, financial condition, or results of operations.

Competition

The
 Company primarily competes in the area of on-line advertising. The market for these services are in
 a constant state of flux and competition is intense.

Mamma.com
 faces intense competition and the Company expects competition will continue to intensify. Mamma.coms
 market is subject to rapid changes in technology and marketing strategies and is significantly affected
 by new product introductions and other market activities of its existing and potential competitors.
 The Company believes the principal competitive factors in this market are name recognition, product
 performance and functionality, ease of use, size of the Web index, user traffic, the speed with which
 search results return and the relevance of results, pricing and quality of customer support. Many of
 Mamma.coms current and potential competitors, including Google, Ask Jeeves, Findwhat, Microsoft, Yahoo!,
 Value Click, FastClick, Burst Media and Tribal Fusion have significant operating histories, larger customer
 bases, greater brand name recognition, greater access to proprietary content and significantly greater
 financial, marketing and other resources which give them a competitive advantage.

Organizational Structure

Mamma.com
 Inc. is the parent company of Mamma.com Enterprises Inc., owning 100% of its outstanding shares. Mamma.com
 Enterprises Inc. is incorporated under the laws of Canada.

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Property and Equipment

In
 August 2001, the Company relocated its principal executive offices to 1800 McGill College Avenue, Suite
 2811, Montréal, Quebec, Canada H3A 3G5, where it leased approximately 3,000 square feet of office space.
 By January 2002, in its continued effort to reduce operating costs, the Company relocated its principal
 executive offices to 388 St. Jacques Street, Montréal, Quebec, Canada H2Y 1S1 (Tel. 514-844-2700), where
 it currently occupies 700 square feet of office space within the premises leased by its operating company,
 Mamma.com Enterprises. The Company maintains its registered office c/o Goodmans LLP, 250 Yonge Street,
 Suite 2400, Toronto, Ontario, Canada M5B 2M6.

Mamma.com
 Enterprises leases approximately 7,000 square feet of office space at 388 St. Jacques Street West, 9th
 Floor, Montréal, Quebec, H2Y 1S1. To render its services Mamma.com Enterprises Inc. owns about 110 servers
 that are co-located in third party facilities located in four different geographical areas (Montréal,
 Canada; Newark, New Jersey; Sterling, Virginia and Sacramento, California).

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# ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

# Managements Discussion and Analysis of Financial Condition and Results ofOperations

The following discussion and analysis of the consolidated
 financial condition and results of operations of Mamma.com Inc. (formerly Intasys Corporation) for the
 fiscal years ended December 31, 2003, 2002 and 2001 should be read in conjunction with its consolidated
 financial statements and the related notes included elsewhere in this annual report. The Companys consolidated
 financial statements are reported in US dollars and have been prepared in accordance with generally
 accepted accounting principles in Canada, or Canadian GAAP. As a registrant with the Securities and
 Exchange Commission in the United States, the Company is required to reconcile its financial results
 for significant measurement differences between generally accepted accounting principles as applied
 in Canada (Canadian GAAP) and those applied in the United States (U.S. GAAP) as they specifically
 relate to the Company. As described in note 25 to its consolidated financial statements.

Overview

Mamma.com Inc. is focused on providing information
 retrieval on the Internet through its metasearch engine, www.mamma.com, The Mother of All Search Engines®.The Company is equally focused on being a provider of online marketing solutions to advertisers
 as its integrated offer includes keyword search listings and numerous sizes of graphic ad units. Mamma.com
 Inc. maintains a publisher network on which it distributes search and graphic ad units for its advertisers.
 The Company has two types of revenues: Search services and Banner advertising services with customers
 mainly located in the United States and Canada. The Company also holds minority interests in companies
 which develop and market analog integrated circuit products, and in the new media and telecommunication
 sectors through LTRIM Technologies Inc., Tri-Link Technologies Inc. and TECE, Inc.

The revenue model of the Company is based on:

Pay-Per-Click search listing placement  advertisers
 pay for position on search listing advertisements on www.mamma.com and within the Mamma Media Solutions
 Publisher Network.

Graphic Ad Units are priced on a CPM (Cost-Per-Thousand)
 and CPC (Cost-Per-Click) basis and are distributed through the Mamma Media Solutions Publisher Network.

Mamma Media Solutions Publisher Network has over 7,500
 publishers (combined search and graphic ad publishers).

Search

Approximately 65% of Mamma.com Inc.s revenues come
 from its search base business. The revenue model in this sector is simply a pay-per-click fee that is
 charged to the advertiser when a user clicks on a sponsored link. The business model consists of advertisers
 buying keywords. When these keywords are searched by a user, the advertisers web site will be listed
 in a premium position in the search results (it will be identified as a sponsored result). Mamma.com
 aggregates advertisers from other search-based businesses and from its own direct sales efforts
 (through direct sales and automated on-line marketing initiatives). Mamma.com then distributes these
 paid links onto its search publisher network which consists of its own search property (Mamma.com The
 Mother of All Search Engines) and third party search properties. Revenue from

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advertisers that are pushed on third party search properties
 are shared with that search publisher. Higher margins are obtained through the Companys own property
 because there are no payout costs associated.

Ad Network

The remaining 35% of the Companys revenues come from
 its Ad Network business. The revenue model is CPM based (cost per one thousand impressions pushed).
 The business model is one where advertisers buy impressions for ad campaigns (these are creative based
 campaigns: different size banners, pop-ups, rich media advertising) and can target them through the
 Companys network of publishers. These campaigns can be targeted in several ways: geo-targeting (by
 region), by site category (ex: travel, entertainment, finance, etc.). The publisher network consists
 of about 5,000 small to medium sized web sites that subscribe to the Companys service (through an on-line
 contract) and give us access to their advertising inventory on their property. Mamma.com recruits publishers
 through a direct sales force and through on-line initiatives.  Mamma.com Inc. then shares the advertising
 revenue with the publishers.

Trends of the industry have been released in recent
 publications such as:

| | 1. | US Online Advertising Spending is expected to increase by 43% over the next 4 years increasing from $6.9 billion in 2003 to $9.9 billion in 2007 (eMarketer, December 2003)
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Search industry will reach $7 billion in worldwide revenues by 2007  US Bancorp Piper Jaffray Senior Analyst Safa Rashtchy (US Bancorp Piper Jaffray, March 20, 2003
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Internet advertising totalled an estimated $1.745 billion in the third quarter of 2003. Q3 2003 represents a 20% increase over Q3 2002 ($1.451 billion) and a 5% increase over Q2 2003. ((Interactive Advertising Bureau (IAB) and PricewaterhouseCoopers (PwC), December 9, 2003)). Reference for the IAB\PWC statistics: Joint press release, December 9th 2003. (URL:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In July 2003, the board of directors had decided to
 divest Intasys Billing Technologies (IBT). In September 2003, the Company accepted a verbal offer
 for the asset sale of its wireless billing subsidiaries, IBT. Consequently, the results of operations
 and cash flows for IBT have been reported separately as discontinued operations in the consolidated
 statements of operations and cash flows, and the assets and liabilities of IBT have been reclassified
 on the consolidated balance sheets. Comparative figures for the years ended December 31, 2002 and 2001
 have been reclassified in order to comply with this new basis of presentation. The transaction was completed
 on February 12, 2004.

Since IBT is classified as discontinued operations,
 the discussion that follows focuses on the results of operations, financial position and cash flows
 of the remaining business, excluding IBT.

Results of Operations

Revenues

The Company generated revenue of $8,938,863 and net
 earnings for the year from continuing operations of $88,990 in fiscal 2003 compared to revenue of $4,222,352
 and net loss from continuing operations of $782,878 in fiscal 2002 and $4,195,932 in revenue and a net
 loss from continuing operations of $14,874,318 in fiscal 2001. In 2003, the Internet electronic market
 conditions improved and the Companys two main types of revenues increased. Search services increased
 by $3,078,587 or 114% to $5,776,707 in 2003 compared to $2,698,120 in 2002. Banner advertising services
 increased by $1,662,484 or 112% to $3,150,883 in 2003 compared to

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$1,488,399 in 2002 by fully integrating the focusIN
 business acquisition. In 2002 revenues were almost at the same level as 2001 due to the downturn post
 September 2001 with recovery of the industry in 2003.

Cost of revenues, selling and administrative expenses

As a percentage of revenues, the cost of revenues,
 selling and administrative expenses decreased to 88% for fiscal 2003, from 110% for fiscal 2002, from
 131% for fiscal 2001. For detailed information, please refer to Segment results.

Research and development expenses (R&D)

R&D expenses, net of tax credits were $599,379
 in fiscal 2003, compared to $534,332 in fiscal 2002 and $505,076 in fiscal 2001. The increase of $65,047
 in fiscal 2003 is attributable primarily to: an increase in salaries of approximately $35,902 due to
 increased needs on improving new features, normal salary increase and minor increases in other variable
 costs. The increase of $29,256 in fiscal 2002 was entirely related to normal salary increase and improving
 features. For detailed information, please refer to Segment results.

Amortization of property, plant and equipment

Amortization of property, plant and equipment was $140,090
 for fiscal 2003 compared to $148,435 in fiscal 2002 and $232,460 in fiscal 2001. The constant decrease
 was attributable to a normal decrease of asset value. Acquisitions of property, plant and equipment
 were minimal and comparable during these years totalling $47,432 in 2003, $48,875 in 2002 and $75,348
 in 2001.

Restructuring charges

In 2002, $70,453 of charges related to the restructuring
 of the investment management segment were reversed due to an over-accrual of estimated sub-leasing charges
 of the principal executive offices that were not needed due to the cancellation of corporate obligations.
 In fiscal 2001, the Company announced a moratorium on new investments in the incubator activities under
 the investment segment, three people were terminated and principal executive offices were ultimately
 relocated to Mamma.com Enterprises Inc. The restructuring charges totalling $161,963 included severance
 packages for terminated people, disposal of assets, a provision for facility closure costs, and impairment
 of property, plant equipment related to facility closures.

Amortization and impairment of goodwill

Due to the adoption of the new recommendations of the
 CICA regarding goodwill, no amortization of goodwill was recorded in 2002 or 2003. In addition, since
 the recorded goodwill on the balance sheet at the end of 2003 related solely to the acquisition of the
 FocusIN business of ZAQ, which occurred shortly before year end, management determined there was no
 impairment in goodwill in 2003. In fiscal 2001, amortization was $6,200,000 and impairment of goodwill
 was $1,255,353 related to the step acquisition of Mamma.com Enterprises Inc. At the end of fiscal 2001,
 the carrying value of the goodwill related to the acquisition of the remaining minority shareholders
 interest of Mamma.com Enterprises for an amount $1,255,353 was entirely in excess of its net recoverable
 amount.

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Amortization of intangible assets with definite life

On November 27, 2002, the Company, through Mamma.com
 Enterprises Inc., acquired the focusIN Brand name, technology and customer lists of which $894,539 was
 allocated to intangible assets. The amortization for 2003 and 2002 primarily relates to these intangibles
 which are being amortized on a straightline basis over 5 years for brand names, acquired technology
 and 10 years for customer lists.

Interest income

Interest income decreased during the last three years
 with amounts of $16,197, $59,712 and $186,156 for 2003, 2002 and 2001 respectively. This decrease was
 due to a decline in annual interest rates and fluctuations of average cash and cash equivalents.

Non-controlling interest

The non-controlling interest represented the minority
 interest in Mamma.com Enterprises Inc. In July 2001, the Company acquired the remaining minority shareholders
 interest in Mamma.com Enterprises Inc. As a result of the transaction, the Company owns 100% of Mamma.com
 Enterprises Inc. and a non-controlling interest is no longer being recorded. The non-controlling interest
 was nil in 2003 and 2002 and was $177,698 in 2001 representing the six-month-period ended June 30, 2001.

Losses of companies subject to significant influence

In 2001, the Company had various investments subject
 to significant influence and recorded its share of results of those companies of $748,972 under Equity
 Accounting. In 2001, due to poor performance, the Company decided to write down certain of the investments
 subject to significant influence to nil. One of these investments was written down to a net realizable
 value of $50,000. In fiscal 2002, the $50,000 investment was further written-down to nil as a result
 of further deterioration of operating results. The carrying value of the Companys one remaining equity
 investment in LTRIM Technologies Inc. was transferred at cost following conclusion of a new financing
 transaction which diluted the Companys investment and brought additional funds into LTRIM Technologies
 Inc. After the financing transaction, the Company owns 12% of LTRIM Technologies Inc. and no longer
 has significant influence. In fiscal 2002 and 2003, the Company had no investment subject to significant
 influence.

Based on its assessment of the economic value of its
 marketable securities and an other than temporary decline in the value of its long-term investments,
 the Company recorded an unrealized loss on marketable securities, investments and write-down of advances
 totalling $82,616 in fiscal 2002 and $4,903,899 in fiscal 2001.

As at December 31, 2002, all marketable securities
 had been sold and all investments and advances had been written-down to nil except for the investment
 of $1,085,286 in LTRIM Technologies Inc.

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Results of discontinued operations

As mentioned earlier, in July 2003, the board of directors
 of the Company approved and committed to a plan to divest its telecommunications segment in order to
 concentrate exclusively on its profitable and growing media solutions segment. Therefore, IBT is presented
 as discontinued operations. IBT generated revenue $6,493,986 and had expenses before taxes of $6,526,206
 in fiscal 2003 compared to revenue of $7,602,630 and expenses before taxes of $7,136,746 in fiscal 2002
 and revenue of $7,770,067 and expenses before taxes of $7,589,076 in fiscal 2001. In 2003, no new contract
 had been signed explaining the reduction of revenue and during the same year, IBT terminated employees
 and reduced expenses in response to lower revenue activities. In 2003, IBT recorded a tax provision
 of $267,833 to reflect a likely reassessment of R&D deductions claimed by the UK operation in prior
 years. The results of discontinued operations has been presented under a one line item in Statements
 of Operations.

Earnings (loss) for the year

In accordance with Canadian generally accepted accounting
 principles (GAAP), net earnings from continuing operations of $88,990 ($0.01 per share) in fiscal
 2003, compared with a net loss from continuing operations of $782,878 ($0.18 per share) in fiscal 2002,
 and $14,874,318 ($4.63 per share) in fiscal 2001. For 2003, there is no difference between net earnings
 from continuing operations or net earnings under US GAAP as compared to Canadian GAAP. For 2002 and
 2001, differences between Canadian GAAP and US GAAP arise from different accounting treatments of stock-based
 compensation costs, unrealized losses on marketable securities, write-downs of investments and share
 of losses of companies subject to significant influence.

Segment results

The Company has two reportable segments for continuing
 operations: Investment Management and Media Solutions. The Company evaluates each operating segments
 performance based on revenue, expenses and net earnings (loss) for the year.

The Investment Management unit, which includes costs
 of the public Company and minority interests in companies which develop and market analog integrated
 circuit products, in the new media and telecommunication sectors, generated no revenue and a net loss
 for the year of $1,455,555 in fiscal 2003 compared to no revenue and a net loss of $1,435,452 in fiscal
 2002 and revenue of $11,572 and a net loss of $14,201,373 in fiscal 2001.

The total expenses of $1,455,555 in 2003 were almost
 at the same level as $1,435,452 in 2002. The increase of $20,103 in 2003 versus 2002 was mainly attributable
 to consulting fees increased by 86,871 reflecting a full years compensation for the board members in
 2003 and an increase of the CEOs fees in 2003, directors and officers insurance increased by $41,232
 in 2003 due to higher risk for corporations listed on the NASDAQ, salaries increased by $63,860 mainly
 due to expensing stock-based compensation in 2003, a reduction of $410,400 in legal fees in 2003 due
 to settlements of two outstanding legal claims for an aggregate amount of $575,000. This amount had
 been accrued as liabilities in the 2002 balance sheet as explained on note 22 a) and a reduction of
 expenses in 2002 of master option agreement for $195,134. The decrease in expenses of $12,777,493 in
 2002 was mainly due to: the fact that no amortization of goodwill was recorded in 2002 compared to $7,455,353
 of amortization in 2001; unrealized loss on marketable securities, investments and write-down of advances
 in 2002 was $82,616 corresponding to $51,612 of investment impairments and write-down of advances of
 $31,004 compared to $4,903,899 corresponding to investment impairments of $3,356,667; unrealized loss
 on marketable securities of $640,005 and write-down on advances of $907,227. No loss of companies subject
 to significant influence was recorded in 2002 due to

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the fact that most of the investments were at nil at
 the end of the year compared to $748,972 in 2001. In 2002, expenses include the cost related to settling
 litigation as explained in note 22 a) to the consolidated financial statements and discussed in the
 section Settlements of two outstanding claims later in the document.

The Media Solutions unit generated revenue of $8,938,863
 and net earnings for the year of $1,544,545 in fiscal 2003 compared to revenue of $4,222,352 and net
 earnings of $652,574 in fiscal 2002 and $4,183,770 in revenue and a net loss of $672,945 in fiscal 2001.
 In 2003, the Internet electronic market conditions improved, the Companys main two types of revenues
 increased, search services increased by $3,078,587 or 114% to $5,776,707 in 2003 compared to 2,698,120
 in 2002. Revenue from one customer amounted to $2,851,005 in 2003 compared to $670,722 in 2002. In order
 to limit its exposure on this customer, management is being more aggressive in recruiting its own advertiser
 base of customers. Banner advertising services increased also by $1,662,484 or 112% to $3,150,883 in
 2003 compared to $1,488,399 in 2002 by fully integrating its acquisition of the assets of the focusIN
 business of ZAQ Inc. made on November 27, 2002. In 2002 revenues were almost at the same level as 2001
 due to the down turn hitting bottom before recovering of the industry.

As a percentage of revenues, the cost of revenues,
 selling and administrative expenses decreased to 71% for the 2003 fiscal year, from 74% for 2002 and
 from 101% in 2001. The improvement in 2003 was a result of the absorption of fixed costs over a higher
 revenue base even though payouts to partners represented 41% of the revenue in 2003 compared to 35%
 in 2002. Payout costs increased due to competitive landscape, business partners require higher payouts
 in order to maintain their relationship by providing user traffic or content on the Companys on-line
 media properties. As mentioned previously, for 2002 and 2001, revenues were almost at the same level
 but in 2002 the cost of revenues, selling and administrative expenses were reduced by $1,112,728. This
 is due to cost reduction such as: bad debt expenses were reduced by $303,955 due to significant collection
 problems in 2001 in relation with Internet electronic market conditions and marketing expenses were
 reduced by $710,876 by realigning marketing programs with actual revenue size of the segment.

R&D expenses, net of tax credits were $599,379
 in fiscal 2003, compared to $534,332 in fiscal 2002 and $505,076 in fiscal 2001. The increase of $65,047
 in fiscal 2003 is attributable primarily to: an increase in salaries of approximately $35,902 and minor
 increases in other variable costs. In 2003, an amount of $50,232 of refundable tax credits was recorded
 in relation to prior years and an amount of $77,925 representing non-refundable tax credits of prior
 years which were not recognized in those years since the company did not have reasonable assurance of
 realizing these credits. The increase in fiscal 2002 was mainly due to normal salary increase compared
 to 2001. For 2002 and 2001, refundable tax credits were $20,970 and $1,880 respectively.

As previously mentioned, on November 27, 2002, the
 Company, through Mamma.com Enterprises Inc., acquired the focusIN Brand name, technology and customer
 lists of which $894,539 was allocated to intangible assets. The amortization of intangible assets for
 2003 and 2002 is primarily attributable to these intangibles.

In 2003, the media solutions segment which represents
 a separate legal entity (Mamma.com Enterprises Inc.) recorded a net future recovery of income taxes
 of $77,636 which included a standard tax provision on earnings of $460,456 (representing earnings for
 2003 of $1,466,909 at a current taxable rate of 31.4%) and a tax recovery of $538,092 which represents
 the total outstanding amount of prior year losses that the media solutions segment expects to use in
 the future. After two consecutive years of profitability for the segment

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and profitability expectations forecasted for fiscal
 2004, management determined that it was more likely than not that the future tax assets would be realized.

In 2002, the media solutions segment recorded a future
 recovery of income taxes of $271,464, which represented the tax value of prior year losses that the
 segment expected to realize in the next twelve months based on the 2003 budget. These losses were finally
 absorbed against the tax provision of 2003 mentioned in the previous paragraph. It is appropriate under
 Canadian and US GAAP to record this asset if the more likely than not criteria is met.

Mamma.com Inc. has also incurred substantial losses
 in the current and prior years, against which a full valuation allowance has been provided. Management
 has determined the realization of these losses is not more likely than not due to the fact that Mamma.com
 does not have any on-going revenue generating activities. In addition, Canadian income tax laws do not
 allow for the filing of income tax returns on a consolidated basis which would allow the losses in Mamma.com
 Inc. to be used to offset taxable income expected to be generated in Mamma.com Enterprises Inc.

Management is currently investigating the possibility
 of amalgamating these two companies, thus allowing for the offset of income generated in Mamma.com Enterprises
 against existing losses in Mamma.com Inc.

Liquidity and capital resources

As at December 31, 2003, the Company had $4,489,077
 in cash and cash equivalents and working capital of $4,351,746 compared to $3,804,323 in cash and cash
 equivalents and working capital of $3,357,422 as at December 31, 2002.

In fiscal 2003, operating activities used cash of $541,809
 mainly due to the fact that the accounts receivable increased by 1,048,337 during the year due to increased
 revenues. In fiscal 2002, operating activities used cash of $14,871 compared to positive cash flow of
 $100,812 in fiscal 2001.

Investing activities used cash of $ 16,760 in fiscal
 2003 compared to use of cash of $1,726,533 in fiscal 2002 primarily for Mamma.com Enterprises Inc.s
 acquisition of focusIN for a cash consideration of $1,625,151. In fiscal 2001 use of cash of $2,011,030
 was mainly due to the acquisition of the minority interest in Mamma.com Enterprises Inc. for cash consideration
 of $1,422,167 and the acquisition of preference shares of LTRIM Technology Inc. for cash consideration
 of $588,594.

Financing activities generated $585,598 in fiscal 2003
 compared to $2,475,251 in fiscal 2002 and compared to $896,790 in fiscal 2001. Financing activities
 consisted mainly of issuance of common shares and warrants through several private placements and exercised
 options.

The Company considers that cash and cash equivalents
 as at December 31, 2003 will be sufficient to meet normal operating requirements throughout fiscal 2004.
 In the long term, the Company may require additional liquidity to fund growth, which could include additional
 equity offerings or debt financing.

The Company has no line of credit available.

Subsequent to December 31, 2003, due to an increase
 in market value of the Companys common shares, a significant number of warrants and options have been
 exercised. As at April 16, 2004, 1,893,939 A warrants have been exercised. Consequently, 1,893,939 B
 warrants have been granted and all of them have been exercised. The exercise of the A and B warrants
 resulted in the issuance of 3,787,878 shares for a cash consideration of $5,492,423. For the same period,
 168,061 options have been exercised for a total cash

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consideration of $265,872. Consequently, as at April
 16, 2004, the Company had 10,464,549 common shares issued and outstanding.

On January 20, 2004, the Company paid $225,000 as final
 settlement for a legal action against a subsidiarys former officer.

On
 February 12, 2004, the Company concluded the sale of IBTs assets which include contracts, customer
 lists, intellectual property, fixed assets and tangible and intangible assets relating to the business.
 The proceeds on disposal amounted to $1,699,185 subject to certain adjustments and contingent consideration.
 The maximum amount of any contingent consideration is $250,000. In the first quarter of 2004, the Company
 recorded a gain on the disposal of discontinued operations of $1,588,923 and interim net costs from
 January 1 up to February 12, 2004 for an amount of $614,354 including closing costs.

Concentration of credit risk with a customer

The media solutions unit has one customer who generated
 $2,851,005 of revenue in 2003, resulting in a significant concentration of credit risk. As at the date
 of this annual report, the customer has paid all receivables as per the commercial agreement. The Company
 monitors the other accounts receivable and there is no indication of credit risk deterioration.

Contractual obligations and commercial commitments

The Companys contractual obligations and commercial
 commitments are limited to future rental payments under operating leases as disclosed in note 22 b)
 to the consolidated financial statements for the year ended December 31, 2003.

Settlements of two outstanding legal claims

In April 2003, the Company settled a legal action filed
 against it in 1996 in Florida. The settlement of $350,000 was paid in the 2003 fiscal year. The amount
 of $350,000 had been accrued in the 2002 and consolidated financial statements in other accounts payable.

On January 20, 2004, the Company settled and paid $225,000
 for a legal action against a subsidiarys former officer. The amount had been accrued for in the 2002
 and the 2003 consolidated financial statements in other accounts payable.

Informal SEC inquiry

On
 March 18, 2004, the United States Securities and Exchange Commission (SEC) notified the Company that
 it was conducting a non-public informal inquiry entitled In the Matter of Trading in the Securities
 of Mamma.com Inc., and requested that the Company produce documents concerning, among other things,
 trading in the Companys stock, the Companys acquisition activities and related reporting matters.
 The SEC notification advises that the existence of the inquiry should not be construed as an indication
 by the SEC that any violations of law have occurred. To date, management believes it has cooperated
 fully with all of these requests.

The Companys independent auditors in Canada have also
 received a request from the SEC in connection with the above-referenced inquiry seeking the production
 of documents concerning the Company. The independent auditors have advised the Company that they are
 cooperating fully with the SECs request.

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Change of functional currency for Mamma.com Enterprises
 Inc.

Effective January 1, 2004, the Companys subsidiary,
 Mamma.com Enterprises Inc., changed its functional and reporting currency from the Canadian dollar to
 the US dollar due to a change in facts and circumstances related to the primary economic environment
 in which the subsidiary operates. Most of the revenues and a majority of the expenses are incurred in
 US dollars. Effective January 1, 2004, exchange, gains and losses arising from transactions denominated
 in currencies other than the functional currency will be included in net earnings (loss) for the year
 compared to gains or losses resulting from the application of the translation method which are included
 in the cumulative translation adjustment in the shareholders equity.

Dividend policy

The Company has never paid dividends on any class of
 its Common Stock. The Companys management anticipates that earnings generated from the Companys operations
 will be used to finance the Companys working capital and market expansion opportunities and that for
 the foreseeable future, cash dividends will not be paid to holders of the Companys Common Stock.

Risks and risk management

The Companys activities are highly competitive and
 are characterized by rapid technological change, shifting client preferences and new product and service
 development. The Companys strategy is to develop emerging specialty practices to support its growth
 and compensate for the maturity of certain activities.

The industries the Company engages in are subject to
 rapid technological change and there can be no assurance that the Company will be able to adapt to such
 change in a timely fashion or that the introduction of new products and services by others will not
 render the Companys copyrights, licenses, trade secrets, trademarks, products and services less competitive
 or obsolete. The Company expects to continue spending funds in an effort to enhance already technologically
 complex products and services and develop or acquire new products and services. Failure to develop and
 introduce new or enhanced products and services on a timely basis might have an adverse impact on the
 Companys results of operations, financial condition and cash flows. Unexpected costs and delays are
 often associated with the process of designing, developing and marketing enhanced versions of existing
 products and services and new products and services.

The Companys revenue has been based on internal expansion
 and business acquisition. Acquired businesses must be successfully combined with those of the Company
 to achieve the anticipated benefits. Moreover, the management of rapid growth requires, among other
 things, increased marketing activities, the hiring of personnel, and stringent management and financial
 controls.

The Company does not believe that the relatively moderate
 rates of inflation experienced in the United States and Canada in recent years have had a significant
 effect on its revenues or profitability. Although higher rates of inflation have been experienced in
 a number of foreign countries in which the Company transacts business, the Company does not believe
 that such rates have had a material effect on the Companys results of operations, financial condition
 and cash flows. Nevertheless, in the future high inflation could have a material, adverse effect on
 the Companys results of operations, financial condition and cash flows.

The Company is exposed to credit risk on accounts receivable
 from its customers. The Company and its subsidiary are engaged primarily on providing information retrieval
 on the Internet and on being a provider of online marketing solutions to advertisers. The Company performs
 ongoing credit evaluations of its customers financial condition and generally requires no collateral
 from its customers.

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The Company has one major customer in the Media Solutions
 segment, from which 10% or more of total revenue is derived. Revenue from this customer amounted to
 $2,851,005, $670,722 and $803,308 in 2003, 2002 and 2001 respectively. There can be no assurance that
 the Company will be able to retain this customer in the future. As at the date of this Annual Report,
 there has been no negative impact with this specific customer. The revenue stream of this customer,
 for the beginning of 2004, has been in fact increased. It is a very active relationship and management
 does not see credit risks at this point.

The Company relies upon a combination of trade secret,
 copyright and trademark laws to protect its intellectual property. It has entered into confidentiality
 agreements with its management and key employees with respect to such assets and limits access to, and
 distribution of these, and other proprietary information. However, the steps the Company takes to protect
 its intellectual property may not be adequate to deter misappropriation of the Companys proprietary
 information. In addition, the Company may be unable to detect unauthorized uses of and take appropriate
 steps to enforce its intellectual property rights. Although senior management believes that the Companys
 services and products do not infringe on the intellectual property rights of others, the Company is
 subject to the risk that such a claim may be asserted in the future.

The success of the Company is dependent upon the experience
 and abilities of its senior management. There is significant competition in the Companys industries
 for qualified personnel. There can be no assurance that the Company will be able to retain its existing
 personnel or will be able to recruit new personnel to support its business marketing objectives, goals
 and plans.

The Company had, as described in the Companys financial
 statements for the year ended December 31, 2003, 1,998,939 warrants (of which 1,893,939 A warrants have
 a reload feature, whereby upon exercise of A warrant, the holders are entitled to receive one new B
 warrant) and 446,645 stock options outstanding. As at April 16, 2004, all A and B warrants have been
 exercised and 168,061 options have been also exercised. To the extent that the market value of the Companys
 shares of common stock is above the respective exercise prices of the warrants and options, as the case
 may be, their exercise could result in the issuance of an additional 383,584 shares of Common Stock.
 To the extent such shares are issued, the percentage of Common Stock held by existing Mamma.com Inc.s
 stockholders will be reduced. Under certain circumstances the conversion or exercise of any or all of
 the warrants or stock options might result in dilution of the net tangible book value of the shares
 of existing Company stockholders. For the life of the warrants and stock options, the holders are given,
 at prices less than fair market value, the opportunity to profit from a rise in the market price of
 the Common Stock, if any. The holders of the warrants and stock options may be expected to exercise
 them at a time when the Company may be able to obtain needed capital on more favourable terms. In addition,
 the Company reserves the right to issue additional shares of Common Stock or securities convertible
 into or exercisable for Common Stock, at prices, or subject to conversion and exercise terms, resulting
 in reduction of the percentage of outstanding Common Stock they hold and, under certain circumstances,
 a reduction of the net tangible book value of existing stockholders shares of Common Stock.

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Quarterly Financial Highlights

(in thousand of US dollars, except per share data in
 accordance with generally accepted accounting principles in Canada)

|                                     | 2003  | 2002  
|------------------------------------ | ----- | ------
|                                     | Q4    | Q3    
|Revenue                              | 3,056 | 1,983 
|Net earnings (loss) from continuing 
|operations                           | 798   | (118) 
|Results of discontinued operations, 
|net of income taxes                  | (713) | 332   
|Net earnings (loss) for the period   | 85    | 214   
|Basic and diluted earnings (loss)   
|per share from continuing operations | 0.09  | (0.02)
|Basic and diluted net earnings      
|(loss) per share                     | 0.01  | 0.03  

Critical accounting policies and estimates

The Company prepares its consolidated financial statements
 in accordance with accounting principles generally accepted in Canada. In doing so, management has to
 make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses,
 as well as related disclosure of contingent assets and liabilities. In many cases, management reasonably
 has used different accounting policies and estimates. In some cases changes in the accounting estimates
 are reasonably likely to occur from period to period. Accordingly, actual results could differ materially
 from our estimates. To the extent that there are material differences between these estimates and actual
 results, our financial condition or results of operations will be affected. Management bases its estimates
 on past experience and other assumptions that it believes are reasonable under the circumstances, and
 it evaluates these estimates on an ongoing basis. Management refers to accounting estimates of this
 type as critical accounting policies and estimates, which are discussed further below. Management has
 reviewed its critical accounting policies and estimates with its board of directors. Refer to Note 3
 to the Consolidated Financial Statements for additional information on our accounting policies and to
 Note 25 to the Consolidated Financial Statements for additional information on Canadian-US GAAP differences.

Revenue recognition

Search and banner revenues are recognized when services
 are rendered, provided there is persuasive evidence of an arrangement, the fee is fixed or determinable,
 collection is considered probable and fees are not subject to forfeiture, refund or other concessions.

With respect to search and banner revenues, purchase
 orders or signed contracts are generally used as evidence of an arrangement.

Collection is based on a number of factors, including
 past transaction history with the customer and the credit-worthiness of the customer. If it is determined
 that collection of a fee is not probable, management defers the fee and recognizes revenue at the time
 collection becomes probable, which is generally upon receipt of cash.

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Stock-based compensation and other stock-based payments

During the fourth quarter of 2003, the Company adopted,
 retroactive to January 1, 2003, the fair value method of accounting for stock options granted to employees.
 Under this method, the fair value of options granted to employees is charged to expense over the future
 vesting period. In accordance with the transitional provisions of CICA Section 3870, Stock-based Compensation
 and Other Stock-based Payments, the Company has elected to apply this new method prospectively to options
 granted to employees on or after January 1, 2003. Consequently, prior period financial statements have
 not been restated; however, the Company continues to provide pro forma disclosures for these prior years
 as if the fair value method of accounting had been applied.

Income taxes

The Company provides for income taxes using the liability
 method of tax allocation. Under this method, future income tax assets and liabilities are determined
 based on deductible or taxable temporary differences between financial statement values and tax values
 of assets and liabilities using substantively enacted income tax rates expected to be in effect for
 the year in which the differences are expected to reverse. The realization of income tax assets is dependent
 upon attaining the forecasted levels of future profitability. Future adverse changes in profitability
 could result in an inability to recover tax assets, thereby possibly requiring an increased valuation
 allowance in the future.

Accounting for investments

The Company holds interests in various companies. Management
 records an investment impairment charge when it believes an investment has experienced a decline in
 value that is judged to be other than temporary. Management monitors its investments for impairment
 by considering current factors including economic environment, market conditions and the operational
 performance and other specific factors relating to the business underlying the investment. Future adverse
 changes in these factors could result in losses or an inability to recover the carrying value of the
 investments that may not be reflected in an investments current carrying value, thereby possibly requiring
 an impairment charge in the future. As at December 31, 2003, the Company had an investment in LTRIM
 Technologies Inc. which one investment is presented at cost for an amount of $1,085,286, all the other
 ones were written down to nil.

Goodwill

Goodwill is evaluated for impairment annually, or when
 events or changed circumstances indicate an impairment may have occurred. In connection with the goodwill
 impairment test, if the carrying value of the Companys reporting unit to which goodwill relates exceeds
 its estimated fair value, the goodwill related to that reporting unit is tested for impairment. If the
 carrying value of such goodwill is determined to be in excess of its fair value, an impairment loss
 is recognized in the amount of the excess of the carrying value over the fair value. Management has
 selected November 30 as the date of its annual impairment test for goodwill.

For discontinued operations:

Revenue is recognized in accordance with Statement
 of Position (SOP) 97-2, Software Revenue Recognition, issued by the American Institute of Certified
 Public Accountants (AICPA), SOP 98-9, Modification of 97-2, Software Recognition with Respect to
 Certain Transactions and Staff Accounting Bulletin (SAB) No. 101 Revenue Recognition in Financial
 Statements, issued by the Securities and Exchange Commission (SEC).

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Software licence, third party software and any other
 revenue are recorded when persuasive evidence of an arrangement exists, the software product has been
 delivered, there are no uncertainties regarding product acceptance, the fees are fixed or determinable,
 collection is considered probable and revenue is not subject to refund or concessions. Signed license
 agreements and related contracts are generally used as evidence of an arrangement with the customer.

Customization and modification of existing software
 is generally not considered to be essential to the functionality of the related software product. Accordingly,
 fees related to these activities are generally identified separately and the related revenue is recognized
 in accordance with percentage of completion method.

Maintenance revenue is recognized on a monthly basis
 over the duration of the contract.

# ITEM 6.     DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Following
 is a table, which discloses the names, functions, areas of expertise within the Company and present
 principal occupation(s) of the Companys directors and senior management.







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|Name               | Functions andareas ofexperience withinthe Company | Present PrincipalOccupation(s)                                             | Date first electedDirector orappoointed SeniorOficer
|------------------ | ------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------------------------------
|Guy Fauré          | Director andOfficer                               | President & CEO, Mamma.com Inc.                                            | September 10, 2001                                  
|Claude E. Forget   | Director                                          | ConsultantFormerly CEO, Intasys Billing Technologies                       | October 11, 1999                                    
|David Goldman      | Director and Officer                              | Executive Chairman,Mamma.com Inc.                                          | May 24, 2001                                        
|Irwin Kramer       | Director                                          | President, iCongo, Inc.                                                    | May 24, 2001                                        
|Robert Raich       | Director                                          | Partner, Spiegel Sohmer (law firm)                                         | March 16, 2001                                      
|Dr. David Schwartz | Director                                          | Associate Professor, Bar Ilan University School of Business Administration | May 23, 2002                                        
|Daniel Bertrand    | Officer                                           | Executive Vice-President and ChiefFinancial OfficerMamma.com Inc.          | July 1, 1999                                        
|Patrick Gagné      | Officer                                           | Vice-President-SalesMamma.com Inc.                                         | January 12, 2004                                    
|Patrick Hopf       | Officer                                           | Vice-President-Business DevelopmentMamma.com Inc.                          | January 12, 2004                                    
|Joel Lamantia      | Officer                                           | Vice-President-OperationsMamma.com Inc.                                    | January 12, 2004                                    
|Michael Tinmouth1  | CEO, Intasys Billing Technologies                 | CEO, Intasys Billing Technologies                                          | October 1, 2001                                     

1.     Michael Tinmouths employment
 has been severed in connection with the IBT divestiture which was on February 12, 2004.Each Directors
 term of office expires at the earlier of the next annual meeting of shareholders or his resignation
 as Director.

To
 the knowledge of the Company, there is no family relationship among any of the persons named in this
 Item 6 nor were any such persons selected as directors or members of senior

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management pursuant to any arrangement or understanding
 with major shareholders, customers, suppliers or others.

Corporate Governance Practices

The
 directors of the Company strongly believe that sound corporate governance is essential to produce maximum
 value to shareholders. The following is a summary of the governance practices of the Corporation:

On
 August 1, 2002 the Board of Directors approved and adopted a document entitled Responsibilities of
 the Board of Directors and its Audit and Finance Committee and its Nominating, Human Resource and Governance
 Committee which set forth the responsibilities for the Board and these two committees. It was prepared
 in response to certain corporate governance recommendations from the 2002 Sarbanes-Oxley Act. This document
 included the Companys insider trading policy and code of ethics. These were revised and approved by
 the board of directors on May 10, 2004.

| | 1. | Composition of the Board of Directors
| | -- | -------------------------------------

50%
 of the directors of the Company are unrelated directors. An unrelated director is independent of management
 and free of any business or other relationship which could, or could reasonably be perceived to, materially
 interfere with the directors ability to act in the best interest of the Company, other than relationships
 arising from the holding of shares.        The directors
 consider the following nominees to be unrelated to the Company: Claude E. Forget, Irwin Kramer and Dr.
 David Schwartz.

| | 2. | Committees of Directors
| | -- | -----------------------

The
 members of the Audit and Finance Committee are Irwin Kramer, David Schwartz and Claude Forget. On August
 1, 2002, the Board approved a new statement of the responsibilities of the Audit and Finance Committee
 of the Company. These responsibilities provide that the Audit and Finance Committee shall assist the
 Board in fulfilling its responsibilities relating to corporate accounting and reporting practices of
 the Company and in the quality and integrity of financial reports of the Company. The Audit and Finance
 Committee meets with the financial officers of the Company and the independent auditors to review financial
 reporting matters, the system of internal accounting controls and the overall audit plan and examines
 the quarterly and year-end financial statements before their presentation to the Board. The auditors
 of the Company are entitled to notice of and to attend all meetings of the Audit and Finance Committee.
 In 2003, the Audit and Finance Committee met five times.

The
 Company maintains a Nominating, Human Resource and Governance Committee, which is responsible for overseeing
 and making recommendations to the Board on the following matters:

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| | (i) | the search for and compensation of all senior executives and management of the Company and its subsidiaries, including periodic review of same;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the Companys management structure and succession plans;
| | ---- | --------------------------------------------------------

| | (iii) | the incentive plans for employees of the Company and its subsidiaries; and
| | ----- | --------------------------------------------------------------------------

| | (iv) | the Companys Stock Option Plan and the granting of stock options thereunder
| | ---- | ----------------------------------------------------------------------------

| | (v) | the recommendation of new candidates as potential directors of the Company and the assessment of the performance of current directors and committees; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | the review and recommendation of procedures to be followed with respect to corporategovernance guidelines.
| | ---- | ----------------------------------------------------------------------------------------------------------

The
 members of the Nominating, Human Resource and Governance Committee areDavid Goldman, Claude
 Forget and Robert Raich.

Report On Executive Compensation

As
 part of its ongoing dedication to creating shareholder value and approving corporate success, the Nominating,
 Human Resource and Governance Committee establishes executive compensation in order to attract, retain
 and motivate key executives and reward significant performance achievements.

Consistent
 with the Companys objectives, and in order to further align shareholder and executive interests, the
 Nominating, Human Resource and Governance Committee places emphasis on bonuses based on performance
 and granting of stock options in establishing executive compensation.

Consequently,
 the standard executive compensation package of the Company is composed of three major components: (i)
 base salary and benefits, (ii) short-term incentive compensation and (iii) long-term incentive compensation.

i)     Salary and Benefits

Salary
 and benefits policies of the Company are determined by looking at similar corporations in the internet
 and telecommunications sectors and kept at the mid range in the industry, taking into account the economic
 trends, the Companys profitability and return on its investments.

ii)     Short Term Incentive Compensation

The
 Company provides to senior management of the Company and its subsidiaries the payment of cash bonuses
 to those individuals whose responsibilities and attainment of personal objectives based on operating
 results, budget expectations and financial performance. The amount of these payments must be approved
 by the Nominating, Human Resource and Governance Committee and are based on parameters established at
 the beginning of each year.

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In
 case of Named Executive Officers, incentive bonuses vary in proportion to base salary, depending primarily
 on the level of responsibilities. When such objectives are exceeded bonuses are higher, when objectives
 are not met the incentive bonuses are lower or nil depending on the circumstances.

For
 the year ended December 31, 2003, the bonus amounts for each Named Executive Officer were as follows:
 the Executive Chairman received no bonus; for the President and CEO of the Corporation, 93% of his base
 salary; for the President and CEO of the Corporations subsidiary, Intasys Billing Technologies, 17.5%
 of his base salary; and for the Executive Vice-President and Chief Financial Officer of the Corporation,
 49.6% of his base salary.

iii)     Long Term Incentive Compensation

The
 long term incentive component is made up of the stock option plan of the Company which provides for
 the issuance of options to executive officers and other employees, directors or consultants to purchase
 Common Shares of the Company. The Stock Option Plan of the Company is described in subsequent pages.

The
 Nominating, Human Resource and Governance Committee determines the executives, employees and directors
 eligible for the granting of options pursuant to the stock option plan. It also determines the size
 of each grant and the date on which each grant is to become effective. The exercise price of options
 granted may not be less than the market price of the Companys Common Shares as traded on NASDAQ in
 U.S. dollars determined as of the date the options are granted. The number of options granted annually
 to recipients are determined on a discretionary basis.

In
 2003, the only grant of options to Named Executive Officers were those made in favour of Mr. Goldman,
 Mr. Fauré, Mr. Tinmouth and Mr. Bertrand as set out in the Option Grants table found in subsequent
 pages.

As
 at May 14, 2004, for the current year 2004, no options were granted.

The
 Nominating, Human Resource and Governance Committee may at its discretion, determine when the options
 granted under the stock option plan may be exercised or vested provided that the term of such options
 can not exceed ten (10) years.

Unless
 otherwise stipulated by the terms of a stock option grant which terms are approved by the Nominating,
 Human Resource and Governance Committee, options granted pursuant to the stock option plan will lapse
 thirty (30) days after the holders ceases to be employed by the Company. In the event of death, any
 vested option held by the optionee lapses three (3) months after his or her death. In the event that
 the optionees employment terminates due to disability, the optionee may exercise the options for one
 (1) year after the date of termination of employment. If the optionee is terminated for cause, then
 such options terminate immediately.

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Compensation of the Chief Executive Officer and
 President

For
 the year 2003, David Goldman was Chairman and CEO of the Company and on January 12, 2004 he became the
 Executive Chairman of the Company. On August 5th, 2003, the Corporation amended the employment arrangement
 of the Chairman and CEO. As a result, should there be a change of control in the Corporation, Dave Goldman
 Advisors Inc. will receive a lump sum payment of CA$300,000 if he:

| | (i) | is terminated;
| | --- | --------------

| | (ii) | does not accept a relocation outside of the greater Montréal area;
| | ---- | ------------------------------------------------------------------

| | (iii) | does not accept an offer of employment with reduced levels of responsibility; or
| | ----- | --------------------------------------------------------------------------------

| | (iv) | does not accept an offer of compensation (including performance/incentive plan targets and long-term compensation) which is less than his current level.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------

Prior
 to January 12, 2004, the Chairman and CEO of the Corporation was David Goldman. During the year ended
 2003, Mr. Goldman was not paid any salary or benefits by the Corporation but rather was rewarded solely
 through the granting of stock options which are awarded at the discretion of the Nominating, Human Resource
 and Governance Committee. This position was not considered as a full time position and therefore the
 level of this award was based solely on the overall achievements and performance of the Corporation.

To
 the extent that Mr. Goldman provided consulting services through his consulting company, Dave Goldman
 Advisors Ltd., this company was remunerated for services rendered on an hourly rate of CA$200. These
 consulting arrangements may be terminated on thirty (60) days notice by either party.

On
 January 12, 2004, Guy Fauré was appointed President and Chief Executive Officer of the Corporation.
 The President and Chief Executive Officers compensation is considered and determined by the Nominating,
 Human Resource and Governance Committee. The Chief Executive Officer and President does not participate
 in the Committees decisions relating to his Compensation.

The
 aggregate compensation of the Chief Executive Officer and President consists of three components: base
 salary, annual cash, bonus and equity incentives. The Committee strives to balance the compensation
 amongst these three components.

In
 2003, Mr. Faurés base salary was $146,840 and he received a bonus of $136,811 based upon corporate
 performance and taxable benefits of $42,825 related to exercised options. The Committee assesses his
 overall performance. In establishing the Chief Executive Officer and Presidents salary, the Governance
 Committee considers the publicly disclosed compensation of chief executive officers of companies in
 the Internet and telecommunications sectors, taking into account the Corporations revenues, profitability
 and market capitalization. The Governance

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Committee considers the bonus provided to senior officers
 based on the achievement of certain objectives, namely operating results, budget expectations and financial
 performance.

Conclusion

By
 way of application of the Companys executive compensation policy, an important part of executive compensation
 is linked to corporate and individual performance, as well as stock performance and long term results.
 The Human Resources, Nominating and Governance Committee continuously reviews the various executive
 compensation components to ensure that they maintain their competitiveness in the industry and continue
 to focus on the Companys objectives, values and business strategies.

Depending
 on specific circumstances, the Nominating, Human Resource and Governance Committee may also recommend
 employment terms and conditions that deviate from the above described policies. Consequently, the Company
 or its subsidiaries may enter into employment or management contracts on a case by case basis.

The
 members of the Nominating, Human Resource and Governance Committee are:        Robert
 Raich        Claude Forget        David
 Goldman

Compensation

As
 part of its ongoing dedication to creating shareholder value and improving corporate success, the Company
 establishes executive compensation in order to attract, retain and motivate key executives and reward
 significant performance achievements. Consistent with the Companys objectives, and in order to further
 align shareholder and executive interests, the Company places emphasis on the granting of stock options
 in establishing executive compensation.

The
 following summary table, presented in accordance with securities legislation, sets forth all compensation
 provided by the Company and its affiliates for the fiscal years ended December 31, 2001, 2002 and 2003
 to:

| | (i) | the Chief Executive Officer;
| | --- | ----------------------------

| | (ii) | the four most highly compensated executive officers, other than the Chief Executive Officer, who were serving as executive officers at the end of December 31, 2003 who earned in excess of CA$150,000; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | such other individuals for whom the foregoing disclosure would have been made but for the fact that such individual was not an officer at the end of December 31, 2003, (collectively, the Named Executive Officers).
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Summary Compensation Table

Compensation is payable in Canadian dollars and converted
 by using the yearly average U.S. exchange rate.

|                                                                   | Annual Compensation | Long TermCompensation | All OtherCompensation
|------------------------------------------------------------------ | ------------------- | --------------------- | ---------------------
|
|Daniel BertrandExecutive Vice-President and ChiefFinancial Officer | 200320022001        | 100,281 79,655 77,534 | 49,769 23,196 9,692  
|Guy FauréPresident & CEO                                           | 200320022001        | 146,840 124,262 Nil   | 136,811 53,433 Nil   
|David GoldmanExecutive Chairman                                    | 200320022001        | Nil Nil Nil           | Nil Nil Nil          
|Michael Tinmouth3CEO Intasys BillingTechnologies                   | 200320022001        | 111,741 95,586 93,952 | 19,555 24,183 6,461  

|1 | The Company and Dave Goldman Advisors Ltd., a company controlled by Mr. Goldman, entered into a consulting agreement pursuant to which David Goldman provides his services to the Company. In addition, as part of the compensation paid to David Goldman, the Company agreed to grant him options to acquire Common Shares of the Company.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2 | In 2001, Guy Fauré of Mamma.com was paid consulting fees via 3603989 Canada Inc., a company controlled by him. Starting January 1, 2002, Guy Fauré has been remunerated as a permanent employee.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3 | Michael Tinmouth's employment has been severed in connection with the IBT divestiture which was on February 12, 2004.
|- | ---------------------------------------------------------------------------------------------------------------------

Employment Arrangements And Agreements

The
 Company has entered into employment arrangements and agreements with the following named Executive Officers
 who remain in the employment of the Company. All sums mentioned herein are in U.S. Dollars unless mentioned
 otherwise.

On
 July 8, 1999, Daniel Bertrand, Executive Vice-President and Chief Financial Officer of the Company entered
 into an Employment Agreement with the Company. Pursuant to the terms and conditions of his Employment
 Agreement, Mr. Bertrand is paid an annual salary of CA$147,000. Mr. Bertrand is also entitled to a bonus
 ranging from a minimum of 20% of his base

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salary for meeting minimum financial and individual
 performance levels to a maximum of 60% for far exceeding expected performance levels. Mr. Bertrand is
 also entitled to receive stock options.

Mr.
  Bertrand will be paid a lump sum of CA$225,000 if, as a result of a change of control in the Corporation,
 Mr. Bertrand:

| | (i) | is terminated;
| | --- | --------------

| | (ii) | does not accept a relocation outside of the greater Montréal area;
| | ---- | ------------------------------------------------------------------

| | (iii) | does not accept an offer of employment at reduced levels of responsibility; or
| | ----- | ------------------------------------------------------------------------------

| | (iv) | does not accept an offer of compensation (including performance/incentive plan targets and long-term compensation) which is less than his current level.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------

The
 Corporation did not have a written Employment Agreement with Mr. Tinmouth who was paid an annual salary
 of CA$154,000 and was entitled to a bonus ranging from a minimum of 20% of base salary for meeting minimum
 financial and individual performance levels to a maximum of 60% for far exceeding expected performance
 levels. Mr. Tinmouth was also entitled to receive stock options. On February 12, 2004, which is the
 date of the divestiture of IBT, Michael Tinmouths employment was terminated and an agreed severance
 of CA$117,000 was paid to him.

On
 September 10, 2001, Guy Fauré, CEO of Mamma.com Inc., entered into an Employment Agreement with Mamma.com
 Inc. Pursuant to the terms and conditions of this Employment Agreement, Mr. Fauré is entitled to an
 annual salary of CA$215,000 and an annual bonus ranging from a minimum of 35% of his base salary for
 meeting minimum financial and individual performance levels to a maximum of 95% for far exceeding expected
 performance levels. Mr. Fauré is also entitled to receive stock options.

Mr.       
 Fauré will be paid a lump sum of CA$400,000 if, as a result of a change of control in the Corporation,
 Mr. Fauré:

| | (i) | is terminated;
| | --- | --------------

| | (ii) | does not accept a relocation outside of the greater Montréal area;
| | ---- | ------------------------------------------------------------------

| | (iii) | does not accept an offer of employment at reduced levels of responsibility; or
| | ----- | ------------------------------------------------------------------------------

does
 not accept an offer of compensation (including performance/incentive plan targets and long-term compensation)
 which is less than his current level

The
 Company has a consulting agreement with David Goldman through Dave Goldman Advisors Ltd. for services
 rendered as CEO of the Company. A fee of CA$200 per hour is payable for all time spent as CEO. This
 agreement may be terminated by either party upon sixty (60) days prior written notice to the other.

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There
 are no service contracts in place between the directors of the Company and the Company or any of its
 subsidiaries, same and except for the agreements between the Company and David Goldman Advisors Ltd.,
 pursuant to which David Goldman, the Executive Chairman of the Company, provides his services to the
 Company.

On
 January 12, 2004, three new officers were appointed. Patrick Hopf, Vice-President-Business Development,
 is paid an annual salary of CA$115,000. Mr. Hopf is also entitled to a bonus ranging from a minimum
 of 23.4% of his base salary for meeting minimum financial and individual performance levels to a maximum
 of 47.8% for far exceeding expected performance levels. Mr. Hopf is also entitled to receive stock options.
 Patrick Gagné, Vice-President-Sales, is paid an annual salary of CA$90,000. Mr. Gagné is also entitled
 to a bonus ranging from a minimum of 25% of his base salary for meeting minimum financial and individual
 performance levels to a maximum of 50% for far exceeding expected performance levels. Mr. Gagné is also
 entitled to receive stock options. Joel Lamantia, Vice-President-Operations, is paid an annual salary
 of CA$80,000. Mr. Lamantia is also entitled to a bonus ranging from a minimum of 10% of his base salary
 for meeting minimum financial and individual performance levels to a maximum of 20% for far exceeding
 expected performance levels. Mr. Lamantia is also entitled to receive stock options.

On
 February 12, 2004, which is the date of the divestiture of IBT, Michael Tinmouths employment was terminated
 and an agreed severance of CA$117,000 was paid to him.

Compensation Of Directors

During
 the fiscal year ended December 31, 2003, directors were each paid U.S.$2,500 quarterly as well as U.S.$1,000
 per Board meeting attended. In addition, the Chair of the Audit Committee has a yearly compensation
 of US$4,000. Other than these fees, the directors received no other fees of the Board or a committee
 of the Board which they attended nor for the signing of any resolution of directors or documents on
 behalf of the Company. Directors currently receive a combined fee of U.S$1,000 for attending board and
 committee meetings on the same day. Robert Raich, a director of the Corporation is a partner of Spiegel
 Sohmer, a general partnership of attorneys. The Corporation pays fees to Spiegel Sohmer for legal services
 rendered.

Stock Option Plan

In
 1999, the Company adopted a new stock option plan (the Plan), replacing all previous stock option
 plans of the Company, to provide eligible officers, directors, employees and consultants of the Company
 and its subsidiaries compensation opportunities that will encourage share ownership and enhance the
 Companys ability to attract, retain and motivate such persons and reward significant performance achievements.
 Options under the Plan may not be granted with a term exceeding 10 years. The exercise price of the
 options may not be less than the market price of the Companys Common Shares determined as of the date
 the options were granted. Unless the Board determines otherwise, options granted under the Plan are
 exercisable within 30 days after an

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optionee ceases to be employed or retained by the Company
 (other than for reason of cause in which event they terminate immediately, death in which event they
 are exercisable within 3 months and disability in which event they are exercisable within one year).

The
 Plan, which was approved by shareholders on June 30, 1999, and subsequently amended as approved by shareholders
 on June 20, 2000 and May 23, 2002, provides that the aggregate number of Common Shares reserved for
 issuance under the Plan shall not exceed 1,000,000 Common Shares. The granting of options is subject
 to the further conditions that: (i) the number of outstanding Common Shares of the Company reserved
 for options to optionees or issued to optionees within any one year period shall not exceed 15% of the
 outstanding Common Shares of the Company, and (ii) at no time may any optionee hold under option more
 than 5% of the outstanding Common Shares of the Company.

The
 following table discloses individual grants of options to the Named Executive Officers to purchase or
 acquire Common Shares of the Company pursuant to the Plan for the financial year ended December 31,
 2003.

Option Grants During The Most Recently Completed
 Financial Year

|Names            | Securities UnderOptionsGranted(#) | % of TotalOptionsGranted in theFinancialYear | Average Exercise orBase Price (U.S. $/Security) | Average Market Value of SecuritiesUnderlying Optionson the Date ofGrant (U.S.$/Security)
|---------------- | --------------------------------- | -------------------------------------------- | ----------------------------------------------- | ----------------------------------------------------------------------------------------
|Daniel Bertrand  | 39,000                            | 17.93                                        | 2.78                                            | 2.78                                                                                    
|Guy Fauré        | 69,000                            | 31.72                                        | 2.87                                            | 2.87                                                                                    
|David Goldman    | 54,000                            | 24.83                                        | 2.95                                            | 2.95                                                                                    
|Michael Tinmouth | 10,000                            | 4.60                                         | 1.98                                            | 1.986                                                                                   

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The
 following table discloses the exercise of options to purchase or acquire Common Shares of the Company
 by the Named Executive Officers during the financial year ended December 31, 2003.

Aggregate Options Exercised During The Most Recently
 Completed FinancialYear And Financial Year-End Option Values



|Name             | Securities Acquired onExercise(#) | AggregateValueRealized (U.S. $) | UnexercisedOptions at Year-End (#)Exercisable/Un-exercisable | Value ofUnexercised in-the-MoneyOptions at Year-End (U.S. $) Exercisable/Un-exercisable
|---------------- | --------------------------------- | ------------------------------- | ------------------------------------------------------------ | ---------------------------------------------------------------------------------------
|Daniel Bertrand  | 30,000                            | 36,000                          | 10,000 / 39,000                                              | 15,000 / 108,530                                                                       
|Guy Fauré        | 25,000                            | 37,750                          | 50,000 / 69,000                                              | 75,500/
 197,860                                                                       
|David Goldman    | 25,000                            | 37,500                          | 60,000 / 54,000                                              | 80,000
 / 159,310                                                                      
|Michael Tinmouth | 25,000                            | 28,500                          | 15,000 / 10,000                                              | 22,500 / 19,860                                                                        

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Securities Under Option to Directors and Named
 Executive Officers as at December 31, 2003

|Names            | Securities Under OptionsGranted(#) | Exercise or Base Price(US$/Security) | Market Value of Securities UnderlyingOptions on the Date of Grant (US$/Security) | ExpirationDate  
|---------------- | ---------------------------------- | ------------------------------------ | -------------------------------------------------------------------------------- | ----------------
|Daniel Bertrand  | 10,000                             | 1.50                                 | 1.50                                                                             | July 17, 2011   
|Daniel Bertrand  | 10,000                             | 1.986                                | 1.986                                                                            | January 16, 2013
|Daniel Bertrand  | 15,000                             | 2.57                                 | 2.57                                                                             | April 30, 2013  
|Daniel Bertrand  | 14,000                             | 3.58                                 | 3.58                                                                             | November 5, 2010
|Guy Fauré        | 50,000                             | 1.51                                 | 1.51                                                                             | October 3, 2011 
|Guy Fauré        | 15,000                             | 1.986                                | 1.986                                                                            | January 16, 2013
|Guy Fauré        | 25,000                             | 2.57                                 | 2.57                                                                             | April 30, 2013  
|Guy Fauré        | 29,000                             | 3.58                                 | 3.58                                                                             | November 5, 2010
|Claude E. Forget | 10,000                             | 1.50                                 | 1.50                                                                             | July 17, 2011   
|David Goldman    | 35,000                             | 1.50                                 | 1.50                                                                             | October 30, 2011
|David Goldman    | 25,000                             | 1.10                                 | 1.10                                                                             | April 30, 2012  
|David Goldman    | 15,000                             | 1.986                                | 1.986                                                                            | January 16, 2013
|David Goldman    | 10,000                             | 2.57                                 | 2.57                                                                             | April 30, 2013  
|David Goldman    | 29,000                             | 3.58                                 | 3.58                                                                             | November 5, 2010
|Irwin Kramer     | 10,000                             | 1.50                                 | 1.50                                                                             | July 17, 2011   
|Robert Raich     | 10,000                             | 1.50                                 | 1.50                                                                             | July 17, 2011   
|David Schwartz   | 10,000                             | 1.15                                 | 1.15                                                                             | May 22, 2012    
|Michael Tinmouth | 15,000                             | 1.50                                 | 1.50                                                                             | July 17, 2011   
|Michael Tinmouth | 10,000                             | 1.986                                | 1.986                                                                            | January16, 2013 

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Share Ownership

The
 information with respect to shares beneficially owned, controlled or directed by directors of the Company
 or Named Executive Officers is in each instance based upon information furnished by the person concerned.
 The Companys articles of incorporation provide for Common Shares as the only authorized class of shares,
 all of which have the same rights. Options to acquire shares held by directors or Named Executive Officers,
 are listed in the above table entitled Securities Under Option to Directors and Named Executive Officers
 and not included in the information below. To the knowledge of the Company, the following directors
 and Named Executive Officers hold the following shares of the Company as at May 4, 2004:

|Director/Names Executive Officer                                                   | Number of Company Shares Held
|---------------------------------------------------------------------------------- | -----------------------------
|Guy Fauré, President & CEO, DirectorMamma.com Inc.                                 | 2,500                        
|Claude E. Forget, Director                                                         | 50,000                       
|David Goldman, Executive Chairman, DirectorMamma.com Inc.                          | 75,000                       
|Irwin Kramer, Director                                                             | 2,000                        
|Robert Raich, Director                                                             | 35,000                       
|Dr. David Schwartz, Director                                                       | 10,000                       
|Daniel Bertrand, Executive Vice-President and ChiefFinancial OfficerMamma.com Inc. | Nil                          
|Patrick Gagné, Vice-President-SalesMamma.com Inc.                                  | 600                          
|Patrick Hopf, Vice-President-Business DevelopmentMamma.com Inc.                    | Nil                          
|Joel Lamantia, Vice-President-OperationsMamma.com Inc.                             | Nil                          

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Employees

The
 following table provides a breakdown of persons employed by main category of activity for each of the
 past five financial years.

|NUMBER OF EMPLOYEES BY CATEGORY OF ACTIVITY
|-------------------------------------------
|
|2003                                       
|2002                                       
|2001                                       
|2000                                       
|1999                                       

``

Pension and Retirement Benefits

The
 Company does not set aside nor accrue any amounts to provide pension, retirement or similar benefits.
 The Company provides statutory benefits and Group Insurance.

# ITEM 7.     MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

To
 the knowledge of the Company, only Mark Cuban of Dallas Texas with 600,000 shares or 5.73% (based on
 10,464,549 shares as at May 14, 2004) owns, directly or indirectly, or exercises control or direction
 over voting securities carrying more than 5% of the voting rights attaching to any class of voting securities
 of the Company.

The
 Companys Common Shares are widely held in the United States, Canada and Europe.

To
 the knowledge of the Company, the Company is not directly or indirectly owned or controlled by another
 corporation(s), by any foreign government or by any other natural or legal person(s), whether severally
 or jointly acting as a group within the meaning of the United States Securities Exchange Act of 1934,
 as amended. To the knowledge of the Company, there are no arrangements, which may at a subsequent date
 result in a change in control of the Company.

Steve
 Saviuk, former Chairman and CEO of the Company, is also Chairman and CEO as well as a significant shareholder
 of Manitex Capital Inc. (Manitex), a venture capital company listed on the Canadian venture exchange
 (CDNX). The Company and Manitex have participated in certain transactions summarized below.

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As
 reported in this Annual Report on Form 20-F, on May 14, 2000, the Company initiated a series of transactions
 pursuant to which it subscribed to a CA$850,000 secured debenture convertible into 12.75% of the equity
 of LTRIM Technologies Inc. (LTRIM) as well as to 207,323 preferred shares of LTRIM for a total of
 CA$900,000 (US$588,594). The preferred shares were subscribed to and entirely paid for by May 2001 and
 represent an additional 13.50% of LTRIMs equity. Mamma.com Inc. assigned to Manitex 15% of its original
 rights and obligations under the subscription agreements and secured convertible debenture, including
 15% of original CA$1,000,000 debenture in exchange for CA$150,000. Manitex also participated in subsequent
 subscriptions for preferred shares of LTRIM upon the same terms and conditions as those provided to
 the Company.

On
 March 30, 2000, the Company acquired a 6% secured debenture of $2.625 million issued by TechnologyEvaluation.com
 (TEC.com) for a cash consideration of $1.625 million and in exchange for a $1.0 million note receivable
 and accrued interest. Manitex also participated and subscribed to $375,000 of debt upon the same terms
 and conditions as those provided to Mamma.com Inc..

As
 of November 10, 2000, a Stock Exchange Agreement was entered into among Tece Inc., a Nevada corporation
 listed on the OTC BB in the United States under the symbol TENC and formerly called Internet Food Co.
 Inc. (Tece), its wholly owned subsidiary, 3786137 Canada Inc. (3786137), TEC, Manitex Capital Inc.,
 the Company and Mr. Don Lobley. Pursuant to the Share Exchange Agreement, Intasys transferred to 3786137,
 on a two-for-one basis, all of the shares and convertible debentures of TEC held by it, equivalent to
 a total of 13,045,420 Common Shares of TEC, for an aggregate of 6,522,710 exchangeable preferred shares
 of 3786137 (the Exchangeable Shares). The Exchangeable Shares are exchangeable on a share-for-share
 basis at the option of their holder into shares of Common Shares, US$.001 par value, of Tece. With regard
 to their holdings in Tece, Inc., the Company and Manitex file their reports with the Securities and
 Exchange Commission as a group.

In
 September 2000, the Company and Manitex participated in a US$3 million investment in Tri-link Technologies
 Inc. whereby the Company subscribed to US$1.35 million of convertible preferred shares. Manitex Capital
 Inc. subscribed to US$500,000 of convertible preferred shares, representing a 4.2% interest in Tri-Link.
 The shares held by the Company and Manitex in Tri-Link are subject to a unanimous shareholders agreement
 among all the shareholders of Tri-Link as well as a voting trust agreement in favour of the Company.

In
 January 2002, the Company relocated its principal executive offices and subleased its former executive
 offices (approximately 3,000 square feet) to Manitex. Under the terms of the sublease agreement, Manitex
 assumed, as of January 2002, all of the Companys rights and obligations relating to said premises.
 The Company remains joint and severally liable with Manitex for the obligations relating to the lease
 of said premises for an amount of approximately CA$98,000, which lease expires July 31, 2004.

Part
 of the compensation packages originally offered to the Companys former President and the former CEO
 and Chairman was provided under the terms of a Master Option Agreement, dated December 7, 1999, among
 Mamma.com Inc., Intasys Capital Corporation and 3354717 Canada Inc.,

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a company controlled by these former executives, (the
 Master Option Agreement). On several occasions, the terms of the Master Option Agreement for both
 former executives were amended. In August 2001, the former President assigned and transferred, to the
 former CEO and Chairman, all of his rights, title and interest in and to 3354717 Canada Inc. that he
 had related to the Master Option Agreement. On October 30, 2001 the former CEO and Chairman agreed to
 cancel the Master Option Agreement and the Company granted him an option to purchase up to 15% of the
 Companys investment in Tri-Link Technologies Inc. and LTRIM up until December 31, 2002 for total cash
 consideration of $410,425. Thereafter this percentage and the exercise price were reduced to 5% and
 $136,808, respectively through February 28, 2004, at which time the options expired.

Interest of Experts and Counsel

Not
 Applicable.

# 

# ITEM 8.     FINANCIAL INFORMATION

Consolidated Financial Statements and Other Financial
 Information

The
 consolidated financial statements and other financial information of the Company are included under
 Item 17 of this Annual Report on Form 20-F.

Legal or Arbitration Proceedings

A civil
 action was filed against the Company, naming Health Care Products, Inc. as the Defendant on May 6,
 1996 in a Florida state court. A First Amended Complaint, naming Mamma.com Inc. explicitly as the
 Defendant, was filed on October 8, 1996. The First Amended Complaint also named as a defendant, for
 the first time, Health Care Products International, Inc., an unrelated third party. The action seeks
 unspecified damages, interest, costs and attorneys fees for alleged personal injuries to Plaintiff
 Leslie Hodges in May 1992. Hodges alleges she suffered an allergic reaction to the Companys product,
 Wipeout Disinfectant Spray. Hodges husband and two children are also named Plaintiffs and seek damages
 for loss of services, comfort, companionship and consortium. Despite the unusual length of time since
 the Complaint was filed, the parties are still conducting discovery. This is due to several reasons,
 including the fact that the Company had two Motions to Dismiss pending for more than a year before the
 original trial judge struck the pleadings. The case then remained dormant for another extended period
 while the Company appealed this ruling. In addition, the original trial judge was reassigned to a different
 court after allegations were published that he had received gratuities from various attorneys. This
 has further delayed the matter. The Company believes that it has a variety of meritorious defences,
 all of which it has been pursuing vigorously.

In
 accordance with Florida state law, a mediation hearing took place on December 9, 2002 and was inconclusive.
 The Companys motion for Summary Judgment was heard on March 18,

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2003 and was denied. The company re-filed its motion.
 The case was scheduled for a jury trial in May 2003. On March 26, 2003, the Company received a letter
 from the claimant offering to settle all claims related to this matter in exchange for a payment of
 $350,000. Management has accepted the current settlement, which it believes to be in the Companys best
 interests and to be reasonable considering the alternative costs of continued litigation. Required legal
 documents for the settlement have been drafted and agreed to. As at June 10, 2003, the Company duly
 executed the legal documents to finalize settlement of the case. An amount of $350,000 had been provided
 for in the audited financial statements which amount has been included in other accounts payable as
 at December 31, 2002.

On
 January 2, 2001, the Company initiated arbitration proceedings against Sami Shamma, the former President
 and Chief Executive Officer of its billing division, Intasys Billing Technologies, and certain other
 persons and entities related to him (Respondents).

The
 Companys claim seeks damages in excess of $1,472,553 arising out of the former Presidents alleged
 conduct of the subsidiarys operations, alleged breach of various duties and related matters, and such
 other relief as the Arbitrator deems appropriate.

In
 addition, the Claimants were entitled to and did purchase any shares which may have been held by Mr.
 Shamma in Intasys Management Systems, Inc. Pursuant to Mr. Shammas termination, these shares were purchased
 at book value, a nominal amount, and Mamma.com Inc. is the sole shareholder of Intasys Management Systems,
 Inc.

The
 Respondents have filed a Statement of Defence denying the Claimants allegations and counterclaiming
 for damages in excess of $22,880,000, including punitive damages, and such other relief as the Arbitrator
 deems proper. The counterclaim also seeks payment of the fair market value of the shares repurchased
 by the Company. The Company has filed a Reply denying the allegations of the Respondents counterclaim.

The
 arbitration was originally set to commence on February 11, 2002 but was delayed to October 21, 2002
 by reason of Respondents failure to pay arbitration fees. Arbitration was held the week of October
 21, 2002 and completed during the week of April 1, 2003. The hearings were limited to liability. The
 parties agreed that further hearings on damages would occur once liability was determined.

The
 arbitrator submitted his report following completion of the initial phase of the arbitration hearings
 on October 30, 2003. The report was inconclusive. On January 20, 2004, a memorandum of settlement was
 signed by both parties and final payment of $225,000 was made. This amount had been fully provided for
 in the 2002 consolidated financial statements in other accounts payable.

Policy on Dividend Distributions

The
 Company has never declared or paid dividends on its shares of Common Shares. The Company currently intends
 to retain any earnings to support its working capital requirements and

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growth strategy and does not anticipate paying dividends
 in the foreseeable future. Payment of future dividends, if any, will be at the discretion of the Companys
 Board of Directors after taking into account various factors, including the Companys financial condition,
 operating results, current and anticipated cash needs and plans for expansion.

Significant Changes

No
 significant changes have occurred since the date of the annual financial statements included in this
 Annual Report on Form 20-F.

# ITEM 9.     THE OFFER AND LISTING

U.S. and German Trading Markets

The
 Companys Common Shares are quoted on the NASDAQ Stock Market®  Small Cap Tier under the symbol MAMA
 and on the Third Market Segment of the Frankfurt and Berlin stock exchanges in Germany under the symbol
 MAMA.F. Prior to April 1999, the Companys shares were quoted under various other trading symbols.
 With a corporate name change taking effect in August 1996 the Companys common share trading symbol
 was changed to INTAF and in April 1999 the symbol was changed to INTA. On January 12, 2004, following
 the approval of the change of name of the Company to Mamma.com Inc. the symbol was changed to MAMA.
 On July 11, 2001, the Company filed articles of amendment consolidating its issued and outstanding Common
 Shares on the basis of one post-consolidation common share for every ten pre-consolidation Common Shares.
 The Companys Common Shares started trading on the NASDAQ Small Cap Market® on a consolidated basis
 at the opening of the markets on July 13, 2001. As of that date, a D was appended to the Companys
 trading symbol for twenty trading days so the trading community would be aware of the reverse split,
 after which time the D was removed.

The
 following table sets forth the price history of the Companys Common Shares reported on the NASDAQ Stock
 Market® and on the Third Market Segment of the Frankfurt and Berlin stock exchanges in Germany, which
 reflect inter-dealer prices without retail mark-ups or commissions and may not represent actual transactions.
 As per the Explanatory Notes to this Annual Report on Form 20-F, all prices referred to below are adjusted
 to take into account the July 2001 consolidation of the Companys Common Shares on the basis of 1 post-consolidation
 common share for every 10 pre-consolidation Common Shares.

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NASDAQ Small Cap Market® Annual High and Low
 Market Prices  5 Years Ended December 31, 2003 (based on closing prices)

|Year | High   | Low  
|---- | ------ | -----
|2003 | 4.51   | 1.25 
|2002 | 2.70   | 0.92 
|2001 | 8.40   | 1.25 
|2000 | 141.87 | 2.81 
|1999 | 74.37  | 27.50

# NASDAQ Small Cap Market® Quarterly High and Low Market Prices  2 Years Ended March 31, 2004 and Latest Quarter(based on closing prices)

|Quarter End | High  | Low  
|----------- | ----- | -----
|03/31/04    | 15.80 | 3.112
|12/31/03    | 4.25  | 2.47 
|09/30/03    | 4.51  | 2.00 
|06/30/03    | 2.75  | 1.91 
|03/31/03    | 2.35  | 1.25 
|12/31/02    | 1.57  | 0.92 
|09/30/02    | 1.55  | 1.02 
|06/30/02    | 1.52  | 1.05 

Monthly High and Low Market Prices  6 Months
 Ended April 30, 2004 (based on closing prices)

|Month         | High  | Low  
|------------- | ----- | -----
|April 2004    | 17.49 | 11.50
|March 2004    | 15.80 | 3.91 
|February 2004 | 4.22  | 3.60 
|January 2004  | 4.97  | 3.112
|December 2003 | 3.70  | 2.98 
|November 2003 | 4.25  | 3.30 

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Frankfurt
 Exchange (based on closing prices)  High and Low Market Prices  4 Years Ended December 31, 2003 (in
 euros)

|Year | High   | Low 
|---- | ------ | ----
|2003 | 4.10   | 1.00
|2002 | 2.80   | 0.85
|2001 | 8.50   | 2.20
|2000 | 139.00 | 3.50

Frankfurt
 Exchange (based on closing prices) Quarterly High and Low MarketPrices  2 Years Ended March 31,
 2004 and Latest Quarter (in euros)

|Quarter  | High  | Low 
|-------- | ----- | ----
|03/31/04 | 12.70 | 2.53
|12/31/03 | 3.60  | 2.12
|09/30/03 | 4.10  | 1.60
|06/30/03 | 2.65  | 1.60
|03/31/03 | 2.00  | 1.05
|12/31/02 | 1.40  | 0.90
|09/30/02 | 1.40  | 0.85
|06/30/02 | 1.52  | 0.95

Frankfurt
 Exchange (based on closing prices) Annual High and Low MarketPrices  6 Months Ended April 30, 2003
 (in euros)

|Month         | High  | Low 
|------------- | ----- | ----
|April 2004    | 14.90 | 9.80
|March 2004    | 12.70 | 3.20
|February 2004 | 3.35  | 2.95
|January 2004  | 3.90  | 2.53
|December 2003 | 3.03  | 2.40
|November 2003 | 3.60  | 2.85

Equity
 Transfer Services, Inc. of Toronto, Ontario, Canada acts as registrar and transfer agent for the Companys
 common shares.

# ITEM 10.     ADDITIONAL INFORMATION

Share Capital        Not
 Applicable.

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Memorandum and Articles of Association

The
 Company was incorporated under the laws of the Province of Ontario on July 5, 1985 as Quartet Management
 Ltd., and has an Ontario Corporation Number of 630609. By articles of amendment filed on March 27,
 1987, the Company changed its name to Health Care Products Inc.. By articles of amendment filed on
 March 28, 1994, the Company changed its name to Celltech Media Inc.. By articles of amendment filed
 on June 21, 1995, the Company changed its name to Smartel Communications Corporation and by articles
 of amendment filed on July 29, 1996, the Company changed its name to Intasys Corporation. On July
 11, 2001, the Company filed articles of amendment consolidating its issued and outstanding Common Shares
 on the basis of one post-consolidation common share for every ten pre-consolidation Common Shares. By
 articles of amendment filed on January 8, 2004 the Company changed its name to Mamma.com Inc.

Section
 5 of the Companys articles of incorporation indicates that there are no restrictions on the business
 the Company may carry on or on the powers it may exercise. Pursuant to Section 15 of the Business
 Corporations Act (Ontario) (OBCA), a corporation has the capacity and the rights, powers and privileges
 of a natural person.

With
 respect to a material contract, proposal or arrangement between the Company and one or more directors
 thereof or between the Company and another person of which a director of the Company is a director or
 in which a director has a material interest, such material contract, proposal or arrangement, as the
 case may be, is neither void nor voidable by reason only of that relationship or by reason only that
 a director with an interest in the transaction is present at or is counted to determine the presence
 of a quorum at a meeting of directors or committee of directors that authorized the transaction, if
 (i) the director disclosed his or her interest in accordance with the OBCA; (ii) the transaction was
 approved by the directors or the shareholders of the Company, as applicable; and (iii) it was reasonable
 and fair to the Company at the time it was approved. Generally, the business corporation laws of the
 United States vary significantly on this issue from state to state. Delaware Law accords similar treatment
 (a) if conditions (i) and (ii) above are satisfied or (b) if (iii), without regard to conditions (i)
 and (ii), is satisfied, except that any ratification by the board must be by a vote of disinterested
 members.

Neither
 the Companys articles of incorporation nor its bylaws restrict the directors from exercising any power
 (in the absence of an independent quorum) to approve their compensation.

The
 directors of the Company may from time to time, without the authorization of the shareholders:

| | (a) | borrow money upon the credit of the Company;
| | --- | --------------------------------------------

| | (b) | issue, re-issue, sell or pledge debt obligations of the Company, including without limitation, bonds, debentures, notes or other similar obligations of the Company whether secured or unsecured;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | subject to Section 20 of the OBCA, give a guarantee on behalf of the Company to secure performance of any present or future indebtedness, liability or obligation of any person; or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, real or personal, moveable or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | immovable property of the Company, including without limitation, book debts, rights, powers, franchises and undertakings, to secure any present or future indebtedness, liabilities or other obligations of the Company.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although
 most progressive U.S. state corporate codes grant similar powers to corporate boards of directors, some
 U.S. states still require shareholder approval of liens in substantially all of a corporations assets.

The
 directors may from time to time, by resolution, delegate any or all of the powers referred to above
 to a director, committee of directors or one or more officers of the Company. These powers may be varied
 by enacting a new by-law by resolution of the directors, which by-law must then be subsequently approved
 at a meeting of shareholders or by shareholder resolution. U.S. state corporate laws establish no general
 rule concerning directors ability to delegate such duties. More progressive U.S. state corporate laws
 such as Delawares General Corporation Law allow a board of directors to establish a committee of one
 or more directors and delegate such powers to such committee without a by-law or stockholder approval.

The
 Companys articles of incorporation do not contain any provisions for the retirement of directors as
 the result of reaching a certain age limit. The Companys by-laws contain a minimum age requirement
 of 18 years to be named a director.

Directors
 need not be shareholders of the Company.

The
 Company is authorized to only issue, and its share capital consists of only, Common Shares. Each common
 share entitles the holder to receive notice of, and to vote on the basis of one vote per common share,
 at all meetings of shareholders, to receive any dividend declared by the Company on the Common Shares
 and to receive the remaining property of the Company on its dissolution, liquidation or wind-up. The
 laws of most US states vest Common Shares with similar powers.

In
 order to change the rights of holders of Common Shares, an amendment to the Companys articles is required.
 Pursuant to Section 168 of the OBCA, such an amendment can be effected at a meeting of shareholders
 upon agreement by a majority of the shareholders. Pursuant to Section 170, the holders of shares of
 a class are entitled to vote separately as a class upon a proposal to amend the articles that would
 have the effect of altering the rights of that class or altering the rights of that class relative to
 the other classes of shares. Progressive U.S. state corporate codes generally require similar procedures
 except that corporate laws such as New Yorks Business Corporation Law and Delawares General Corporation
 Law permit stockholders to authorize such amendments by majority consent in writing, without a meeting,
 subject to certain limitations.

The
 annual meeting of shareholders shall be held at such time, day and place as the Board, Chairman of the
 Board or the President may from time to time determine, provided that an annual meeting must be called
 not later than 15 months after the holding of the immediately preceding annual meeting. The Board, the
 Chairman of the Board, the President, the Managing Director or Vice-President shall have the power to
 call a special meeting of shareholders at any time.

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In
 addition, pursuant to Section 105 of the OBCA, the holders of not less than 5% of the issued shares
 of a corporation that carry the right to vote at a meeting sought to be held, may requisition the directors
 to call a meeting of shareholders for the purposes stated in the requisition. Such requisition shall
 state the business to be transacted at the meeting. Although there is no general rule, progressive U.S.
 state corporation laws provide that the by-laws shall determine stockholders rights to call stockholder
 meetings. The directors of a corporation shall call a meeting of shareholders upon receiving the requisition
 unless a meeting of shareholders has already been called or a record date has been fixed and the appropriate
 notice has been provided. If the directors do not, within twenty-one days after receiving the requisition,
 call a meeting and if the above-noted exceptions are not met, any shareholder who signed the requisition
 may call the meeting.

Notice
 of the time and place of each meeting of shareholders shall be given not less than 21 nor more than
 50 days before the date of the meeting to each director and the auditor of the Company and to each shareholder
 who, at the close of business on the record date for notice or, if no record date for notice is fixed,
 at the close of business on the day proceeding the day on which notice is given, is entered in the securities
 register as the holder of one or more shares of the Company carrying the right to vote at the meeting.
 For every meeting of shareholders, the Company shall prepare a list of shareholders entitled to receive
 notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote
 at the meeting held by each shareholder.

The
 only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat,
 the directors and auditors, if any, of the Company and others who, although not entitled to vote, are
 entitled or required under the OBCA or the articles or by-laws of the Company to be present at the meeting.
 Any other person may be admitted on the invitation of the Chairman of the meeting or with the consent
 of the meeting.

There
 are no restrictions in the Companys articles or by-laws, nor under the OBCA or the provision of the
 Securities Act (Ontario) or Securities Act (Quebec) limiting the right to own, hold or exercise voting
 rights on the Companys securities. Most, if not all U.S. states have enacted some form of takeover
 disclosure law or business combination act requiring certain disclosures and/or limiting the right to
 own or vote shares acquired in certain situations including hostile business combinations.

There
 are no provisions in the Companys articles or by-laws that would have the effect of delaying, deferring
 or preventing a change in control of the Company and that would operate only with respect to a merger,
 acquisition or corporate restructuring involving the Company.

Pursuant
 to the Securities Act (Ontario) (the Securities Act), any shareholder holding or exercising control
 over more than 10% of the voting rights attached to all outstanding voting securities of a Company is
 considered an insider of that company and among other things is required to disclose any trades in shares
 of that company. Similarly, Section 16 and Rule 16(a) of the U.S. Securities Exchange Act of 1934 (1934
 Act), under which the Company is registered, requires holders of 10% or more of the securities of a
 1934 Act registered company to file reports disclosing ownership and transactions in that companys
 securities. The Company, however, currently is deemed a foreign private issuer and is exempt from
 these provisions. Section 101 of

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the Securities Act requires that any person who acquires
 beneficial ownership of, or the power to exercise control over, a total of 10% or more of a companys
 voting or equity securities in any class shall issue a news release and file a report containing the
 particulars and purpose behind the acquisition. Further reports must be issued every time such person
 acquires an additional 2% or more of the companys voting or equity securities, or there is a change
 in any of the material facts disclosed in the former report. Similarly, Section 13(d) and Regulation
 13D of the 1934 Act requires any person who acquires beneficial ownership or more than 5% of an equity
 security of any company registered under the 1934 Act to file a report disclosing the particulars and
 purpose behind the acquisition. Amendments must be filed to this report every time such person acquires
 or disposes of 1% or more of the equity security or there is some other material change in the report
 on file. In addition, Section 14(d) and Regulation 14D of the 1934 Act imposes certain filing and disclosure
 requirements on persons making tender offers for equity securities of a 1934 Act registered company.

The
 articles of incorporation and by-laws of the Company do not contain any conditions governing changes
 in the Companys capital that are more stringent than the applicable law.

Material Contracts

Maxim Group, LLC

On
 January 29, 2003, the Company retained Maxim Group LLC (Maxim), on a non-exclusive basis, as its investment
 banker, strategic advisor and financial advisor. In consideration for these services, the Company paid
 a retainer of $25,000 for the first month and a monthly fee of $5,000 for the duration of the agreement.
 Upon execution of the agreement, the Company issued a warrant to purchase 25,000 of the Companys Common
 Shares at an exercise price of $2.15 expiring on June 30, 2006. Under the agreement, on a monthly basis,
 commencing 30 days after execution of the agreement, the Company was obligated to issue additional warrants,
 each to purchase 8,000 Common Shares, at an exercise price equal to the market price, for the duration
 of the agreement upon the same terms and conditions. For any Transaction completed by the Company with
 Maxim Group LLC, the Company agreed to pay a success fee upon closing equal to the sum of 21⁄2% of the
 aggregate transaction value, provided that Maxim either introduced and/or performed specific services
 for the Transaction. The minimum success fee for any transaction was $200,000. On May 5, 2003, an amendment
 was made to the agreement to increase the success fee for a specific Transaction from 21⁄2% to 31⁄2%.

The
 term of this agreement was indefinite. However, the Company or Maxim could terminate it upon 30 days
 written notice. If such a notice was sent by the Company, the monetary consideration was payable by
 the Company for the ensuing five months; however, the warrant consideration would cease after the 30
 days written notice. If Maxim sent such a notice, both the monetary and warrant consideration will cease
 immediately. The preceding statements notwithstanding, the agreement could also be terminated upon 30
 days written notice by either party any time after the 6th month anniversary of the agreement.
 On October 30, 2003 the Company advised Maxim of termination of this agreement effective November 30,
 2003.

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As
 at May 14, 2004, Maxim Group, LLC held warrants to purchase 105,000 Common Shares at an exercise price
 as stipulated above, all of which expire on June 30, 2006.

Merriman Curhan Ford & Co.

On
 March 16, 2004 the Company retained Merriman Curhan Ford & Co. (MCF) on a non-exclusive basis,
 as its investment banker, strategic advisor and financial advisor. In consideration for these services,
 the Company pays a monthly fee of $5,000 and 10,000 warrants, each to purchase one Common Share of the
 Company for the duration of the agreement. Warrants are issuable at an exercise price equal to the average
 closing bid for the last five (5) trading days at the end of the month of issue, for the duration of
 the agreement upon the same terms and conditions. Warrants will have a duration of five years from the
 issuance date. For any Transaction completed by the Company with MCF, the Company shall pay a success
 fee upon closing equal to the sum of 4% up to $10 million Transaction value, 3% of $10 to $15 Million
 Transaction value and 2% of greater than $15 million Transaction value, provided that MCF either introduces
 and/or performs specific services for the Transaction. The minimum success fee for any acquisition transaction
 shall be $200,000 and any sale Transaction $500,000.

The
 term of this agreement is indefinite. However, the Company or MCF may terminate it upon 30 days written
 notice.

As
 at May 14, 2004, MCF had been granted warrants to purchase 10,000 Common Shares at an exercise price
 and terms as stipulated above.

Recent Financings

On
 November 30, 2002, the Company entered into subscription agreements to sell 1,893,939 Units, for a purchase
 price of $1.32 per Unit or total proceeds of $2.5 million. Each Unit consisted of one share of Common
 Shares plus one nontransferable A Warrant that entitled the holder to purchase one additional Common
 Share at a price of $1.40 on or before November 30, 2004. Only in the event and upon the exercise of
 each respective A Warrant, the holder thereof was entitled to be issued one B Warrant that would entitle
 such holder to purchase one additional Common Share at a price of $1.50 on or before November 30, 2006.
 A placement fee of 142,045 Units was paid to a placement agent for arranging this financing and the
 A and B warrants attached were exercised in September 2003 and November 2003 respectively. A sum of
 $5,904,354 accrued to the treasury of the Company and a further 4,071,968 common shares of the Company
 were issued. The form of The Amended Subscription Agreement and warrants as well as the placement agreement
 relative to this financing are filed as Exhibits to this Annual Report on Form 20-F.

On
 August 6, 2001, the Company entered into subscription agreements to sell 600,000 Units, for a purchase
 price of $1.50 per Unit or total proceeds of $900,000. The Units were comprised of, in the aggregate,
 (i) 600,000 shares of Common Shares of the Company, (ii) 600,000 non-transferable warrants which entitled
 the holders thereof to purchase, until August 14, 2003, an aggregate of 600,000 shares of Common Shares
 of the Company at a price of US$2.40 per share

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(the Class A Warrants) and (iii) on condition that
 the Class A Warrants had been exercised, 400,000 non-transferable warrants which would entitle the holders
 thereof to purchase, for a period of one year from the exercise of the Class A Warrants, an aggregate
 of 400,000 shares of Common Shares of the Company at a price of US$2.50 per share (the Class B Warrants).
 A placement fee of 54,000 Units (comprised of, in the aggregate, 54,000 shares of Common Shares of the
 Company, 54,000 Class A Warrants and 36,000 Class B Warrants) was paid to a placement agent for arranging
 this financing. None of these warrants were exercised and they expired at the close of trading on August
 14, 2003.

Acquisition of focusIN assets by Mamma.com Enterprises
 Inc.

On
 November 27, 2002, the Company acquired certain of the assets of the focusIN business of ZAQ Inc. in
 exchange for a total cash consideration amounting to $1,625,151, including costs directly related to
 the acquisition. This acquisition has been accounted for using the purchase method. The net earnings
 of the business have been included in the Companys financial statements from the above-noted date of
 acquisition. focusIN is an on-line media placement business with a current base of over 5,000 client
 web sites. These sites, with monthly traffic of 30 million unique users and more than 700 million page
 impressions, cover a wide array of vertical markets, mostly in the United States.

Sam Luft

As
 of April 1, 2002, the Company entered into a month-to-month service agreement with Sam Luft, whereby
 Mr. Luft, in exchange for a $6,000 monthly fee, serves as a financial advisor to the Company. The agreement
 expired on March 1, 2003. On May 5, 2003 Mr. Luft resigned as board member of the Company.

Dave Goldman Advisor Ltd.

On
 October 30, 2001 the Company entered into a service agreement with David Goldman Advisors Ltd., pursuant
 to which David Goldman, the Executive Chairman of the Company, provides his services to the Company
 at an hourly rate of CA$200. This agreement was renewed on May 1, 2002 and may be terminated on a sixty
 (60) day notice by either party.

Global Capital Securities Corporation

On
 August 15, 2001, the Company retained Global Capital Securities to render financial services for an
 18-month period terminating on January 31, 2003. Consideration paid by the Company for these consulting
 services consisted of the issuance of 150,000 Common Shares and 250,000 unvested warrants with an exercise
 price of $2.75 per share. On April 19, 2002, all of these shares and warrants were transferred by Global
 to Lomond International Inc., who had agreed to

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continue providing the services in accordance with
 the original agreement. On June 19, 2002, all of the above warrants were returned to Mamma.com Inc.
 for cancellation.

These
 shares were earned evenly over the 18-month term of the agreement at a rate of 8,333 shares per month.
 The warrants vested in the same manner, with 13,889 becoming vested each month. In the event the agreement
 is terminated prior to the expiration of its 18 month term, any unearned shares and unvested warrants
 remaining as of that date must be returned to the Company for cancellation. Since the terms of the unearned
 shares and the unvested warrants were variable, the fair value of the unearned shares and unvested warrants
 was remeasured at each balance sheet date, and deferred stock-based compensation and additional paid-in
 capital are adjusted accordingly. The cost of the services is recognized as an expense on a monthly
 basis as the warrants and shares vest, based upon the fair value of the Companys Common Shares at the
 end of each month. This agreement is now terminated and all outstanding warrants expired unexercised.

Acquisition of Remaining Minority Shareholder
 Interests in Mamma.comEnterprises Inc.

On
 July 5, 2001, the Company acquired the remaining minority shareholders interests in Mamma.com Enterprises
 Inc. for a cash consideration of $1,263,946 and issuance from treasury of 436,898 of the Companys Common
 Shares, valued at $2.50 per share. Concurrently with this transaction, the Company acquired all outstanding
 options to acquire shares of Mamma.com Enterprises Inc. for a cash consideration of $158,221 and the
 issuance of 42,977 options to acquire shares of the Companys Common Shares, at an exercise price of
 $1.50 per share, which are scheduled to expire on July 17, 2011.

Sale of Intasys Billing Technologies Subsidiaries

On
 February 12, 2004, the Company concluded the sale of IBTs assets which includes contracts, customer
 lists, intellectual property, fixed assets and tangible and intangible assets relating to the business.
 The proceeds on disposal amounted to $1,699,185 subject to certain adjustments and contingent consideration.
 The maximum amount of any contingent consideration is $250,000. In the first quarter of 2004, the Company
 recorded a gain on the disposal of discontinued operations of approximately $1,588,923 and interim net
 costs from January 1, 2004 to February 12, 2004 of $614,354 including closing costs. As at the
 date of this Annual Report on Form 20-F, no contingent considerations have been earned.

In
 July 2003, the board of directors of the Company decided to divest of their wireless billing technology
 business in order to concentrate exclusively on its profitable and growing metasearch engine and on-line
 marketing business, Mamma.com Enterprises Inc. On September 9, 2003, the Company announced that it had
 reached a verbal agreement to sell the assets of IBT. Consequently, the results of operations and cash
 flows for IBT have been reported separately as discontinued operations in the consolidated statement
 of operations and cash flows, and the assets and liabilities of IBT have been reclassified on the consolidated
 balance sheets included in this Annual Report on Form 20-F (Consolidated Balance Sheet). Comparative
 figures for the year ended December 31, 2003 have been reclassified on the consolidated balance sheets.

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IBT
 develops, markets, sells, installs and maintains billing and customer care and mediation software for
 customers operating in the telecommunications industry. Customers include cellular operators (analog,
 digital, GSM) and fixed line operators. Typical customers purchase network capacity from network operators
 for resale. IBT focused on achieving growth by penetrating projected wireless subscriber growth in emerging
 markets, particularly the rapidly developing small network operator market in Asia-Pacific. The Company
 decided that it would deploy all its resources to achieving growth in the internet media solutions sector
 and divest of its IBT assets which would have necessitated considerable resources to penetrate new markets

Master Option Agreement

Part
 of the compensation packages originally offered to the Companys former President and the former CEO
 and Chairman was provided under the terms of a Master Option Agreement, dated December 7, 1999, among
 Mamma.com Inc., Intasys Capital Corporation and 3354717 Canada Inc., a company controlled by these former
 executives, (the Master Option Agreement). On several occasions, the terms of the Master Option Agreement
 for both former executives were amended. In August 2001, the former President assigned and transferred,
 to the former CEO and Chairman, all of his rights, title and interest in and to 3354717 Canada Inc.
 that he had related to the Master Option Agreement. On October 30, 2001 the former CEO and Chairman
 agreed to cancel the Master Option Agreement and the Company granted him an option to purchase up to
 15% of the Companys investment in Tri-Link Technologies Inc. and LTRIM up until December 31, 2002 for
 total cash consideration of $410,425. Thereafter this percentage and the exercise price were reduced
 to 5% and $136,808, respectively through February 28, 2004, at which time the option will expire.

Exchange Controls

There
 is no Canadian law, government decree or regulation that restricts the export or import of capital or
 that affects the remittance of dividends, interest or other payments to a non-resident holder of Common
 Shares other than withholding tax requirements.

There
 is no limitation imposed by Canadian law or by the articles or other charter documents of the Company
 on the right of a non-resident to hold or vote Common Shares, other than as provided in the Investment
 Canada Act, as amended (the Investment Act). The Investment Act generally prohibits implementation
 of a reviewable investment by an individual, government or agency thereof, corporation, partnership,
 trust, joint venture or other entity that is not a Canadian, as defined in the Investment Act (a non-Canadian),
 unless, after review, the Minister responsible for the Investment Act is satisfied that the investment
 is likely to be of net benefit to Canada based on the criteria set out in the Investment Act. Investment
 in Common Shares of the Company (or other voting shares) by a non-Canadian (other than a WTO investor,
 as defined below) would be reviewable under the Investment Act if it constitutes an acquisition of control
 of the Company, and the value of the assets of the Company were $5,000,000 Canadian or more. Such an
 investment in Common Shares of the Company by a WTO investor would be reviewable under the Investment

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Act if the value of the assets of the Company equalled
 or exceeded $223,000,000 Canadian for investments made in 2003. The Investment Act contains rules to
 determine if an investment constitutes an acquisition of control of a particular entity. For example,
 any non-Canadian, whether a WTO investor or otherwise, would acquire control of the Company for purposes
 of the Investment Act if such non-Canadian acquired a majority of the Common Shares of the Company.
 The acquisition of less than a majority but at least one-third of the Common shares of the Company is
 presumed to be an acquisition of control of the Company, unless it could be established that on the
 acquisition the Company was not controlled in fact by the acquirer through the ownership of Common Shares.
 In general, an individual is a WTO Investor if such individual is a national of a country (other than
 Canada) that is a member of the World Trade Organization (WTO Member) or has a right of permanent
 residence in relation to that WTO Member. A corporation or other entity is a WTO investor if it is a
 WTO Investor-controlled entity pursuant to detailed rules set out in the Investment Act.

Certain
 transactions involving Common Shares of the Company would be exempt from the Investment Act, including,
 without limitation: (a) an acquisition of Common Shares of the Company if the acquisition were made
 in connection with the persons business as a trader or dealer in securities; (b) an acquisition of
 control of the Companys business in connection with the realization of a security interest granted
 for a loan or other financial assistance and not for any purpose related to the provisions of the Investment
 Act; and (c) an acquisition of control of the Companys business by reason of an amalgamation, merger,
 consolidation or corporate reorganization, following which the ultimate direct or indirect control in
 fact of the Company, through the ownership of voting interests (as defined in the Investment Act), remains
 unchanged.

Taxation

The
 following is a summary of certain income tax provisions applicable to United States corporations, citizens
 and resident alien individuals who purchase Common Shares and who will hold such shares as capital property
 for the purpose of the Income Tax Act (Canada) (the ITA). This discussion does not purport to deal
 with all relevant aspects of U.S. or Canadian taxation. Shareholders are advised to consult their own
 tax advisors regarding the United States income tax consequences of holding and disposing of the Common
 Shares as well as any consequences arising under state and local tax laws or the tax laws of jurisdictions
 outside the United States. The summary is based on the assumption that, for Canadian tax purposes and
 at all relevant times, a holder of Common Shares (i) is neither resident nor deemed to be resident in
 Canada, but is resident in the United States for the purposes of the Canada  United States Income Tax
 Convention (1980) (the Treaty); (ii) deals at arms length with Mamma.com Inc. and is not affiliated
 with Mamma.com Inc.; (iii) does not use or hold and is not deemed to use or hold the Common Shares in
 the course of carrying on a business in Canada; and (iv) is not an insurer or a financial institution
 .

For
 United States federal income tax purposes, a United States corporation, citizen or resident alien generally
 will realize, to the extent of the Companys current or accumulated earnings and profits, taxable ordinary
 income on the receipt of cash dividends on the Common Shares equal to the gross amount of such dividends
 without reduction for any Canadian withholding tax. Subject to certain limitations, such withholding
 tax generally may be credited, against the holders United

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States federal income tax liability or, alternatively,
 may be deducted in computing the holders United States federal taxable income. Dividends paid on the
 Common Shares will not be eligible for the dividends received deduction, available under certain circumstances
 to United States corporations.

Dividends
 paid on Common Shares will be subject to Canadian non-resident withholding tax, which is generally applicable
 to dividends paid by a corporation resident in Canada to a resident of the United States. Under the
 terms of the Treaty, non-resident withholding tax is generally levied at a rate of 15%. If, however,
 the beneficial owner of the dividends is a company resident in the United States for the purposes of
 the Treaty that owns at least 10% of the voting stock of the Company paying the dividends, the rate
 of withholding tax under the treaty is further reduced to 5%.

A holder
 may be subject to Canadian income tax in respect of any capital gains realized on a disposition or deemed
 disposition of Common Shares. However, a holder will be exempt from Canadian tax on a capital gain realized
 on an actual or deemed disposition of Common Shares unless the Common Shares are taxable Canadian property
 (as defined in the ITA) to the holder at the time of the disposition. Provided the Common Shares are
 listed on a prescribed stock exchange for the purposes of the ITA (the National Association of Securities
 Dealers Automated Quotation System is a prescribed exchange under the Regulations to the ITA, the Common
 Shares will not be taxable Canadian property to a holder, unless the holder, together with persons
 with whom the holder did not deal at arms length for the purposes of the ITA owned or had interests
 in or options in respect of 25% or more of the shares of any class or series of the capital stock of
 the company at any time during the five-year period immediately preceding the disposition or deemed
 disposition of the Common Shares. The Common Shares may be deemed to be taxable Canadian property
 where the holder acquired them in certain circumstances, including upon the disposition of other taxable
 Canadian property. In the event that the Common Shares do constitute taxable Canadian property, any
 capital gain realized on their disposition by a holder may be exempt from Canadian tax pursuant to the
 provisions of the Treaty. Holders of Common Shares must consult their own tax advisers to determine
 if any such Canadian income tax must be paid.

For
 United States federal income tax purposes, upon a sale or exchange of a common share, a holder will
 recognize gain or loss equal to the difference between the amount realized on such sale or exchange
 and the holders tax basis in such common share. For non-corporate taxpayers, the maximum tax rates
 imposed are 15% on net capital gains and 35% on ordinary income. US capital gains may result in additional
 taxes by application of the Alternative Minimum Tax. As a taxpayers income rises, US federal income
 tax law phases-out US personal exemptions and increasingly limits the availability of itemized deductions
 which may increase the effective tax rates. The deduction of net capital losses against ordinary income
 currently is severely limited under US federal income tax law. Holders of Common Shares must consult
 their own tax advisers to determine the effect of federal, state and local income taxes upon a sale
 or exchange of Common Shares.

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Documents on Display

Documents
 concerning the Company which are referred to in the document and otherwise available for public inspection
 may be inspected at the executive offices of the Company as well as the executive or operating offices
 of the Companys operating subsidiaries. Any request for inspection must be made in writing addressed
 to the Companys executive offices to the attention of Mr. Daniel Bertrand, Vice-President and Chief
 Financial Officer. Such request must explicitly identify the person making the request, the documents
 pertaining to the request as well as the date and time that the person making such request desires to
 inspect such documents. The Company reserves all rights to refuse or limit a request.

Currency
 Risk

The
 Company has subsidiaries located in Canada, United Kingdom and Australia where the local currency is
 used. Our exposure to foreign exchange rate fluctuation is partially hedged by the fact of having different
 currencies versus the U.S. dollars. No forward exchange contracts are used to sell currencies at fixed
 forward rates.

Interest
 Rate Risk

The
 Company has only short term deposits bearing interests at rates between 0.8% and 0.9%. No financial
 instruments are used.

# ITEM 12.     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not
 applicable.

# PART II

# ITEM 13.     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

# Not applicable.

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# ITEM 14.     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND                       USE OF PROCEEDS

# Not applicable.

# ITEM 15.     CONTROLS AND PROCEDURES

| | (a) | Evaluation of Disclosure Controls and Procedures.
| | --- | -------------------------------------------------

We
 maintain disclosure controls and procedures that are designed to ensure that information required to
 be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the
 time periods specified in the SECs rules and forms, and that such information is accumulated and communicated
 to our management, including our Chairman and Chief Executive Officer and Executive Vice-President and
 Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management
 necessarily applied its judgment in assessing the costs and benefits of such controls and procedures,
 which, by their nature, can provide only reasonable assurance regarding managements control objectives.

We
 have carried out an evaluation, under the supervision and with the participation of our management,
 including our Chairman and Chief Executive Officer and Executive Vice-President and Chief Financial
 Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
 as of a date within 90 days prior to the filing date of this Annual Report on Form 20-F (the Evaluation
 Date).

Based
 upon that evaluation, the Chairman and Chief Executive Officer and Executive Vice-President and Chief
 Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation
 Date.

| | (b) | Changes in Internal Controls.
| | --- | -----------------------------

There
 were no significant changes in our internal controls or in other factors that could significantly affect
 these controls subsequent to the Evaluation Date.

# ITEM 16.     [RESERVED]

# ITEM 17.     FINANCIAL STATEMENTS

These
 consolidated financial statements have been prepared in accordance with accounting principles generally
 accepted in Canada (Canadian GAAP). There are certain measurement differences between Canadian GAAP
 and U.S. GAAP. Differences which relate to the Company are summarized in note 25.

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> Mamma.com Inc.(formerly Intasys Corporation)
> 
> 
> Consolidated Financial StatementsDecember 31,
>  2003 and 2002(expressed in U.S. dollars)
> Sequential Page No: 73 of 350Exhibits: Page
>  123PRICEWATERHOUSECOOPERS LLP
> 
> 
> PricewaterhouseCoopers LLPChartered Accountants1250 René-Lévesque Boulevard WestSuite 2800Montréal, QuebecCanada H3B 2G4Telephone +1 (514) 205 5000Facsimile +1 (514) 876 1502Independent Auditors ReportTo the Shareholders
>  ofMamma.com Inc.We have audited the consolidated balance sheets of
>  Mamma.com Inc. (formerly Intasys Corporation) as at December 31, 2003 and 2002 and the consolidated
>  statements of operations, shareholders equity and cash flows for each of the years in the three-year
>  period ended December 31, 2003. 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.
> 
> 
> 
> We conducted our audits in accordance with Canadian
>  and 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.
> 
> 
> 
> In our opinion, these consolidated financial statements
>  present fairly, in all material respects, the financial position of the Company as at December 31, 2003
>  and 2002 and the results of its operations and its cash flows for each of the years in the three-year
>  period ended December 31, 2003 in accordance with Canadian generally accepted accounting principles.
> /s/ PRICEWATERHOUSECOOPERS LLP
> 
> 
> 
> Chartered AccountantsMontréal, Quebec,
>  CanadaFebruary 24, 2004, (except for note 26, which is as of April 15, 2004)
> Comments by Auditors for U.S. Readers on Canada-U.S.
>  Reporting Difference
> 
> 
> 
> In the United States, reporting standards for auditors
>  require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change
>  in accounting principles that has a material effect on the comparability of the Companys financial
>  statements, such as the change described in note 2 to the consolidated financial statements. Our
>  report to the Shareholders dated February 24, 2004, (except for note 26, which is as of April 15, 2004)
>  is expressed in accordance with Canadian reporting standards which do not require a reference to such
>  a change in accounting principles in the auditors report when the change is properly accounted for
>  and adequately disclosed in the financial statements.
> 
> 
> /s/ PRICEWATERHOUSECOOPERS LLP
> 
> 
> 
> Chartered AccountantsMontréal, Quebec,
>  CanadaFebruary 24, 2004, (except for note 26, which is as of April 15, 2004)
> PricewaterhouseCoopers refers to the Canadian firm
>  of PricewaterhouseCoopers LLP and the other member firms of PricewaterhouseCoopers International Limited,
>  each of which is a separate and independent legal entity.
> Sequential Page No: 74 of 350Exhibits: Page
>  123

Mamma.com Inc. (formerly Intasys Corporation)Consolidated Balance Sheets As at December 31, 2003 and 2002

---



|                                                                    | 2003$        | 2002$       
|------------------------------------------------------------------- | ------------ | ------------
|Assets                                                              |              |             
|Current assets                                                     
|Cash and cash equivalents                                           | 4,489,077    | 3,804,323   
|Accounts receivable (note 6)                                        | 2,303,212    | 962,618     
|Prepaid expenses                                                    | 89,739       | 80,835      
|Future income taxes (note 19)                                       | 264,014      | 270,254     
|Current assets of discontinued operations (note 4)                  | 921,980      | 1,509,411   
|                                                                   
|                                                                    | 8,068,022    | 6,627,441   
|Future income taxes (note 19)                                       | 232,968      | --          
|Assets of discontinued operations (note 4)                          | 200,802      | 254,511     
|Investments (note 7)                                                | 1,085,286    | 1,085,286   
|Property, plant and equipment (note 8)                              | 367,464      | 385,606     
|Intangible assets (note 9)                                          | 935,562      | 923,535     
|Goodwill (note 9)                                                   | 846,310      | 694,835     
|                                                                   
|                                                                    | 11,736,414   | 9,971,214   
|                                                                   
|Liabilities                                                        
|Current liabilities                                                
|Accounts payable and accrued liabilities (note 10)                  | 2,252,242    | 1,916,099   
|Deferred revenue                                                    | 140,727      | 115,196     
|Liabilities of discontinued operations (note 4)                     | 1,323,307    | 1,238,724   
|                                                                   
|                                                                    | 3,716,276    | 3,270,019   
|                                                                   
|Contingencies and commitments (note 22)                            
|Shareholders' Equity                                               
|Capital stock (note 12)                                            
|Authorized                                                         
|Unlimited common shares                                            
|Issued and outstanding - 6,508,610 common shares (2002 - 6,094,842) | 70,522,179   | 69,873,994  
|Additional paid-in capital (note 13)                                | 1,166,814    | 750,111     
|Deferred stock-based compensation (note 13)                         | (262,806)    | (10,667)    
|Cumulative translation adjustment                                   | 441,564      | (275,693)   
|Deficit                                                             | (63,847,613) | (63,636,550)
|                                                                   
|                                                                    | 8,020,138    | 6,701,195   
|                                                                   
|                                                                    | 11,736,414   | 9,971,214   
|                                                                   

The accompanying notes are an integral part of these
 consolidated financial statements.

Approved by the Board of Directors

|s/s David Goldman               | s/s Irwin Kramer                         
|------------------------------- | -----------------------------------------
|Executive Chairman of the Board | Director and Chair of the Audit Committee

Sequential Page No: 75 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Consolidated Statements of OperationsFor the years ended December 31(expressed in U.S. dollars)



|                                                       | 2003$     | 2002$       | 2001$       
|------------------------------------------------------ | --------- | ----------- | ------------
|Revenue (note 15)                                      | 8,938,863 | 4,222,352   | 4,195,342   
|                                                      
|Expenses                                              
|Cost of revenues, selling and administrative           | 7,847,339 | 4,660,903   | 5,495,593   
|Net research and development (note
 20)                | 599,379   | 534,332     | 505,076     
|Amortization of property, plant and equipment          | 140,090   | 148,435     | 232,460     
|Amortization of intangible assets                      | 178,509   | 38,196      | 7,352       
|Amortization and impairment of goodwill                | --        | --          | 7,455,353   
|Restructuring charges (recovery) (note
 11)            | --        | (70,453)    | 161,963     
|Interest income                                        | (16,197)  | (59,712)    | (186,156)   
|Interest expense                                       | --        | 5,542       | 5,407       
|Losses of companies subject to significant influence   | --        | --          | 748,972     
|Realized gain on disposal of marketable securities     | --        | (73,383)    | (101,581)   
|Unrealized loss on marketable securities,
 investments
|and write-down of advances (note 16)                   | --        | 82,616      | 4,903,899   
|Non-controlling interest                               | --        | --          | (177,698)   
|Loss on foreign exchange                               | 210,888   | 12,536      | 27,653      
|Realized gain on disposal of investment                | (32,499)  | --          | --          
|                                                      
|                                                       | 8,927,509 | 5,279,012   | 19,078,293  
|                                                      
|Earnings (loss) from continuing
 operations           
|before income taxes                                    | 11,354    | (1,056,660) | (14,882,951)
|Recovery of income taxes (note 19)                    
|Current                                                | --        | (2,318)     | (8,633)     
|Future                                                 | (77,636)  | (271,464)   | --          
|                                                      
|Net earnings (loss) from continuing operations         | 88,990    | (782,878)   | (14,874,318)
|Results of discontinued operations                     | (300,053) | 465,884     | 267,635     
|                                                      
|Net loss for the year                                  | (211,063) | (316,994)   | (14,606,683)
|                                                      
|Basic
 and diluted earnings (loss) per share from     
|continuing operations                                  | 0.01      | (0.18)      | (4.63)      
|Basic and diluted earnings (loss) per share from      
|discontinued operations                                | (0.04)    | 0.11        | 0.08        
|                                                      
|Basic
 and diluted net loss per share                  | (0.03)    | (0.07)      | (4.55)      
|                                                      

The accompanying notes are an integral part of these
 consolidated financial statements.

Sequential Page No: 76 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Consolidated Statements of Operations...continuedFor
 the years ended December 31

(expressed in U.S. dollars)



Following is a summary of reported net loss and per
 share figures adjusted to exclude amortization expense related to goodwill:

|                                      | 2003$     | 2002$     | 2001$       
|------------------------------------- | --------- | --------- | ------------
|Reported net loss                     | (211,063) | (316,994) | (14,606,683)
|Amortization of goodwill              | --        | --        | 6,200,000   
|                                     
|Adjusted net loss                     | (211,063) | (316,994) | (8,406,683) 
|                                     
|Basic and diluted net loss per share:
|Reported net loss                     | (0.03)    | (0.07)    | (4.55)      
|Amortization of goodwill              | --        | --        | (1.93)      
|                                     
|Adjusted net loss                     | (0.03)    | (0.07)    | (2.62)      
|                                     

Sequential Page No: 77 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Consolidated Statements of Shareholders Equity

---



|                               | Number ofcommonshares | Commonshares$ | Additionalpaid-incapital$ | Deferredstock-basedcompensation$ | Cumulativetranslationadjustment$ | Deficit$    
|------------------------------ | --------------------- | ------------- | ------------------------- | -------------------------------- | -------------------------------- | ------------
|Balance, December 31, 2000     | 2,717,960             | 63,502,772    | 2,180,976                 | --                               | (170,304)                        | (48,712,873)
|Shares issued for acquisition 
|of minority interest in       
|Mamma.com Enterprises          | 436,898               | 1,092,245     | 38,975                    | --                               | --                               | --          
|Shares issued to a            
|subsidiary's officer           | 100,000               | 164,000       | --                        | --                               | --                               | --          
|Shares issued on private      
|placement                      | 600,000               | 756,881       | 69,000                    | --                               | --                               | --          
|Shares and warrants issued for
|brokerage fees                 | 54,000                | 68,119        | 6,000                     | --                               | --                               | --          
|Shares issued for financial   
|services                       | 150,000               | 324,000       | 214,363                   | (418,727)                        | --                               | --          
|Expired warrants               | --                    | 2,169,764     | (2,169,764)               | --                               | --                               | --          
|Translation adjustment for the
|year                           | --                    | --            | --                        | --                               | (72,901)                         | --          
|Net loss for the year          | --                    | --            | --                        | --                               | --                               | (14,606,683)
|                              
|Balance, December 31, 2001     | 4,058,858             | 68,077,781    | 339,550                   | (418,727)                        | (243,205)                        | (63,319,556)
|Effect of changes on shares   
|and warrants issued for       
|financial services             | --                    | (54,114)      | (214,363)                 | 408,060                          | --                               | --          
|Shares and warrants issued on 
|private placement              | 1,893,939             | 1,912,879     | 587,121                   | --                               | --                               | --          
|Shares and warrants issued for
|financial services             | 142,045               | 143,465       | 44,034                    | --                               | --                               | --          
|Forfeited options              | --                    | 6,231         | (6,231)                   | --                               | --                               | --          
|Share issue costs              | --                    | (212,248)     | --                        | --                               | --                               | --          
|Translation adjustment for the
|year                           | --                    | --            | --                        | --                               | (32,488)                         | --          
|Net loss for the year          | --                    | --            | --                        | --                               | --                               | (316,994)   
|                              
|Balance, December 31, 2002     | 6,094,842             | 69,873,994    | 750,111                   | (10,667)                         | (275,693)                        | (63,636,550)
|Effect of changes on shares   
|and warrants issued for       
|financial services             | --                    | 6,333         | --                        | 10,667                           | --                               | --          
|Warrants issued for financial 
|services                       | --                    | --            | 84,566                    | --                               | --                               | --          
|Options granted                | --                    | --            | 388,391                   | (376,171)                        | --                               | --          
|Amortization of deferred      
|stock-based compensation       | --                    | --            | --                        | 113,365                          | --                               | --          
|Options exercised              | 129,678               | 185,887       | (12,220)                  | --                               | --                               | --          
|Warrants exercised             | 284,090               | 455,965       | (44,034)                  | --                               | --                               | --          
|Translation adjustment for the
|year                           | --                    | --            | --                        | --                               | 717,257                          | --          
|Net loss for the year          | --                    | --            | --                        | --                               | --                               | (211,063)   
|                              
|Balance, December 31, 2003     | 6,508,610             | 70,522,179    | 1,166,814                 | (262,806)                        | 441,564                          | (63,847,613)
|                              

The accompanying notes are an integral part of these
 consolidated financial statements.

Sequential Page No: 78 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Consolidated Statements of Cash FlowsFor the years ended December
 31

(expressed in U.S. dollars)



|                                                             | 2003$     | 2002$       | 2001$       
|------------------------------------------------------------ | --------- | ----------- | ------------
|Cash flows from                                              |           |             |             
|Operating activities                                        
|Net earnings (loss) from continuing operations               | 88,990    | (782,878)   | (14,874,318)
|Adjustments for                                             
|Amortization of
 property, plant and equipment               | 140,090   | 148,435     | 232,460     
|Amortization of
 intangible assets                           | 178,509   | 38,196      | 7,352       
|Amortization and impairment of goodwill                      | --        | --          | 7,455,353   
|Impairment of property,
 plant and equipment                 | --        | --          | 54,151      
|Realized loss (gain) on disposal of property, plant         
|and
 equipment                                               | (455)     | 784         | (14,417)    
|Realized gain on disposal of marketable securities           | --        | (73,383)    | (101,581)   
|Realized
 gain on disposal of investment                     | (32,499)  | --          | --          
|Employee stock-based
 compensation                           | 94,654    | --          | --          
|Former Board member compensation paid by issuance           
|of
 capital stock                                            | 12,220    | --          | --          
|Non-controlling interest                                     | --        | --          | (177,698)   
|Interest income
 on investments and management fees          | --        | (33,477)    | (33,080)    
|Losses of companies
 subject to significant influence        | --        | --          | 748,972     
|Unrealized loss
 on marketable securities, investments and  
|write-down of advances (note 16)                             | --        | 82,616      | 4,903,899   
|Financial
 fees paid by issuance of capital stock and       
|warrants                                                     | 101,566   | 139,583     | 119,636     
|Advance to a public
 company subject to significant         
|influence                                                    | --        | --          | (452,085)   
|Future income taxes                                          | (77,636)  | (271,464)   | --          
|Non-refundable
 tax credits                                  | (77,925)  | --          | --          
|Change in non-cash working capital items (note 18)           | (969,323) | 736,717     | 2,232,168   
|                                                            
|Cash
 from (used for) operating activities from continuing  
|operations                                                   | (541,809) | (14,871)    | 100,812     
|                                                            
|Cash
 from (used for) operating activities from discontinued | 473,635   | 741,937     | (242,294)   
|operations (note
 4)                                        
|                                                            
|                                                             | (68,174)  | 727,066     | (141,482)   
|                                                            
|Investing
 activities                                       
|Business acquisitions                                        | --        | (1,625,151) | (1,422,167) 
|Purchase of intangible assets                                | (3,026)   | (51,086)    | (10,498)    
|Investments                                                  | --        | (1,612)     | (588,594)   
|Proceeds on disposal of investments                          | 32,499    | --          | --          
|Proceeds on disposal of property,
 plant and equipment       | 1,199     | 191         | 85,577      
|Purchase of property, plant and equipment                    | (47,432)  | (48,875)    | (75,348)    
|                                                            
|Cash
 used for investing activities from continuing         
|operations                                                   | (16,760)  | (1,726,533) | (2,011,030) 
|                                                            
|Cash
 used for investing activities from discontinued        | (65,973)  | (43,734)    | (110,059)   
|operations (note
 4)                                        
|                                                            
|                                                             | (82,733)  | (1,770,267) | (2,121,089) 
|                                                            
|Financing
 activities                                       
|Redemption of equity of a subsidiary                         | --        | --          | (3,210)     
|Issuance of capital stock                                    | 585,598   | 2,500,000   | 900,000     
|Share issue costs                                            | --        | (24,749)    | --          
|                                                            
|                                                             | 585,598   | 2,475,251   | 896,790     
|                                                            
|Effect
 of foreign exchange rate changes on cash            
|and cash equivalents                                         | 250,063   | 58,201      | (95,353)    
|                                                            
|Change
 in cash and cash equivalents during the year         | 684,754   | 1,490,251   | (1,461,134) 
|Cash and cash equivalents - Beginning of year                | 3,804,323 | 2,314,072   | 3,775,206   
|                                                            
|Cash and cash equivalents - End of year                      | 4,489,077 | 3,804,323   | 2,314,072   
|                                                            
|Cash
 and cash equivalents comprise:                        
|Cash                                                         | 2,265,000 | 1,287,364   | 646,794     
|Short-term deposits                                          | 2,224,077 | 2,516,959   | 1,667,278   
|                                                            
|                                                             | 4,489,077 | 3,804,323   | 2,314,072   
|                                                            
|Supplemental disclosure of cash
 flow information           
|Cash paid for interest - continuing operations               | --        | 4,268       | 13,891      
|                                                            

The accompanying notes are an integral part of these
 consolidated financial statements.

Sequential Page No: 79 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 1           Nature of business

| | Mamma.com Inc. (formerly Intasys Corporation) (the Company) is focused on innovative direct on-line Internet electronic marketing, with customers located mainly in the United States, through its wholly owned subsidiary, Mamma.com Enterprises (formerly Mamma.com Inc.) (Mamma). Its wholly owned subsidiary, Intasys Billing Technologies (IBT), provides global wireless Internet-compatible billing and customer care information systems with customers located in the United Kingdom, Australia, Asia, the United States and Canada. The Company decided to sell IBT in 2003 and the divesture was completed on February 12, 2004. Therefore, IBT has been presented as discontinued operations (see note 4). The Company also holds minority interests in companies operating in the analog-integrated circuit products, new media and telecommunications sectors.On January 6, 2004, the Company changed its name from
Intasys Corporation to Mamma.com Inc.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 2          Change in accounting policy

| | Stock-based compensation and other stock-based payments
| | -------------------------------------------------------

| | During the fourth quarter of 2003, the Company adopted, retroactive to January 1, 2003, the fair value method of accounting for stock options granted to employees. Under this method, the fair value of options granted to employees is charged to expense over the future vesting period. In accordance with the transitional provisions of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments, the Company has elected to apply this new method prospectively to options granted to employees on or after January 1, 2003. Consequently, prior period financial statements have not been restated; however, the Company continues to provide pro forma disclosures for these prior years as if the fair value method of accounting had been applied.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 3          Significant accounting policies

| | These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP). There are certain measurement differences between Canadian GAAP and U.S. GAAP. Differences which relate to the Company are summarized in note 25.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Basis of consolidationThese consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been eliminated on consolidation.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 80 of 350
Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

---



| | b) | Use of estimates
| | -- | ----------------

| | The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates in these financial statements include the allowance for doubtful accounts, recovery of future income taxes, annual goodwill impairment test, impairment of long-lived assets, stock-based compensation costs and valuation of investments. Actual results could differ from those estimates.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Cash and cash equivalents
| | -- | -------------------------

| | Cash and cash equivalents consist of cash on hand, balances with banks, and highly liquid investments with original terms to maturity of 90 days or less as of the date of acquisition.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Tax credits
| | -- | -----------

| | Tax credits are accounted for using the cost reduction method. Under this method, tax credits relating to eligible expenditures are deducted from the cost of the related assets or included in the statement of operations as a reduction of the related expenses. The refundable portion of tax credits is recorded in the year in which the expenditures are incurred. The non-refundable portion of tax credits is recorded in the year in which the related expenditures are incurred, provided there is reasonable assurance of realization.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | e) | Investments
| | -- | -----------

| | The Companys investments in non-controlled investee companies over which the Company has the ability to exercise significant influence are accounted for using the equity method. If the Company does not have the ability to exercise significant influence, the investment is accounted for using the cost method.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | f) | Property, plant and equipment
| | -- | -----------------------------

| | Property, plant and equipment are recorded at cost, less applicable tax credits and accumulated amortization. Amortization is calculated using the following methods and annual rates or period:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Computer equipment     | Declining balance | 30%              
|---------------------- | ----------------- | -----------------
|Furniture and fixtures | Declining balance | 20%              
|Leasehold improvements | Straight-line     | Duration of lease

Sequential Page No: 81 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)
Notes to Consolidated Financial StatementsDecember 31, 2003 and 2002

(expressed in U.S. dollars)



| | g) | Intangible assets
| | -- | -----------------

| | Intangible assets with finite useful lives are recorded at cost less accumulated amortization. The Company provides for the amortization of intangible assets over their estimated useful lives using the straight-line method at the following annual rates:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Brand names         | 20%
|------------------- | ---
|Acquired technology | 20%
|Customer list       | 10%
|Software            | 30%

| | h) | Goodwill
| | -- | --------

| | Goodwill represents the excess of purchase price of businesses acquired over the fair value of the underlying net identifiable assets acquired. Goodwill related to business combinations initiated or completed prior to July 1, 2001 was amortized on a straight-line basis over the estimated useful life of a maximum of three years. All goodwill related to such acquisitions was written off in 2001. Goodwill related to business combinations is not amortized.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Goodwill is evaluated for impairment annually, or when events or changed circumstances indicate an impairment may have occurred. In connection with the goodwill impairment test, if the carrying value of the Companys reporting unit to which goodwill relates exceeds its estimated fair value, the goodwill related to that reporting unit is tested for impairment. If the carrying value of such goodwill is determined to be in excess of its fair value, an impairment loss is recognized in the amount of the excess of the carrying value over the fair value. Management has selected November 30 as the date of its annual impairment test for goodwill.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i) | Impairment of long-lived assets
| | -- | -------------------------------

| | The Company assesses the carrying value of its long-lived assets, which include property, plant and equipment and intangible assets, for future recoverability when events or changed circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognized if the carrying value of a long-lived asset exceeds the sum of its estimated undiscounted future cash flows expected from its use. The amount of impairment loss, if any, is determined as the excess of the carrying value of the assets over their fair value.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 82 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)

| | j) | Revenue recognition
| | -- | -------------------

| | The Company recognizes revenue from search services, banner advertising and sponsorships when the following criteria are satisfied:
| | -----------------------------------------------------------------------------------------------------------------------------------

|i)   ii)  iii) iv) | the fee is fixed or determinable;      collectibility is probable;     the revenue is not subject to forfeiture, refund or other concessions; and     there is a signed contract.
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Search service revenue is generated as users click on certain search results, giving rise to direct revenue or a revenue share earned by the Company. Revenue from such clicks is recognized as the clicks occur, provided the above criteria are met.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Banner advertising revenue is generated from advertising delivered on a Web page, at an agreed rate per thousand impressions delivered, or based on user clicks on displayed advertising banners. Revenue from advertising arrangements is recognized as the impressions are delivered or as clicks on displayed advertising banners occur, provided the above criteria are met and that no significant Company obligations or commitments relating to a minimum number of impressions remain.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | IBT recognizes revenue from the sale of software licences and related post-contract customer support and other related services in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition. Fees from arrangements involving licences, post-contract customer support and other related services are allocated to the various elements based on vendor-specific objective evidence of fair value of each of the elements. Revenue from software licences is recognized when persuasive evidence of an arrangement exists, the software product has been delivered, there are no uncertainties surrounding product acceptance, the related fees are fixed or determinable, and collection is considered probable. Revenue from post-contract customer support elements is recognized ratably over the related support period. Revenue from other related services is recognized as the services are performed.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | k) | Research and development costs
| | -- | ------------------------------

| | Research costs are expensed as incurred. Development costs are also expensed as incurred unless such costs meet the criteria under generally accepted accounting principles for deferral and amortization. To qualify for deferral, the costs must relate to a technically feasible, identifiable product which the Company intends to produce and market, there must be a clearly defined market for the product, and the Company must have the resources, or access to the resources, necessary to complete the development. The Company has not deferred any such development costs during the years ended December 31, 2003 and 2002.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 83 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003 and 2002

(expressed in U.S. dollars)



| | l) | Income taxes
| | -- | ------------

| | The Company provides for income taxes using the liability method of tax allocation. Under this method, future income tax assets and liabilities are determined based on deductible or taxable temporary differences between financial statement values and tax values of assets and liabilities using substantively enacted income tax rates expected to be in effect for the year in which the differences are expected to reverse.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Company establishes a valuation allowance against future income tax assets if, based upon available information, it is more likely than not that some or all of the future income tax assets will not be realized.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | m) | Foreign currency translation
| | -- | ----------------------------

| | The functional and reporting currency of the Company is the U.S. dollar. The functional currency of the Companys subsidiaries is the local currency. Accordingly, the financial statements of the Companys subsidiaries have been translated into the reporting currency as follows: assets and liabilities have been translated at the exchange rate in effect at the balance sheet date and revenue and expenses have been translated at the average exchange rate for each year. All gains or losses resulting from the application of this translation method are included in the cumulative translation adjustment. Changes in the cumulative translation adjustment during the year result solely from the application of this translation method.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n) | Foreign currency transactions
| | -- | -----------------------------

| | Transactions concluded in currencies other than the functional currency have been translated as follows: monetary assets and liabilities have been translated at the exchange rate in effect at the balance sheet date and revenue and expenses have been translated at the average exchange rate for each period; non-monetary assets and liabilities have been translated at the rates prevailing at the dates of the respective transactions. Exchange gains and losses arising from such transactions are included in net earnings (loss) for the year.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o) | Employee future benefits
| | -- | ------------------------

| | The Company maintains a defined benefits plan which provides group medical, dental and insurance benefits for current employees. Under this plan, the Company pays a fixed annual premium per employee. An employees entitlement to benefits ceases upon termination of employment with the Company. The amount of expense recognized in 2003, 2002 and 2001 for these plans is summarized as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                | 2003$  | 2002$  | 2001$ 
|--------------- | ------ | ------ | ------
|               
|Benefit expense | 50,552 | 38,802 | 33,585
|               

Sequential Page No: 84 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | p) | Loss per share
| | -- | --------------

| | Basic loss per share is calculated using the weighted average number of shares outstanding post-consolidation (note 12) during the year.
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the year plus the effects of dilutive potential common shares outstanding during the year. This method requires that the dilutive effect of outstanding options and warrants be calculated using the treasury stock method, as if all dilutive options and warrants had been exercised at the later of the beginning of the reporting period or date of issuance, and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of the common shares during the year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | q) | New accounting standards (Canadian)
| | -- | -----------------------------------

| | i) | Revenue recognition
| | -- | -------------------

| | In December 2003, the Emerging Issues Committee of the CICA issued three interrelated revenue recognition abstracts outlining guidance to recognizing revenue from arrangements with multiple deliverables and accounting for separately priced extended warranty and product maintenance contracts, as well as highlighting principles set forth in SAB 101 that are generally appropriate as interpretive guidance on the application of the current CICA recommendations related to revenue recognition. This new guidance, which applies to the Company for fiscal 2004, and may be applied prospectively, is not expected to have any significant impact on the Companys revenue recognition policies or practices.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii) | Hedging relationships
| | --- | ---------------------

| | The CICA has issued AcG-13, Hedging Relationships, which sets out the Accounting Standards Boards views on the identification, designation, documentation and effectiveness of hedging relationships for the purpose of applying hedge accounting as well as the discontinuance of hedge accounting. This guideline, which should be applied to hedging relationships in effect in fiscal years commencing on or after July 1, 2003, supplements and interprets certain existing requirements related to hedge accounting and establishes certain conditions as to when hedge accounting may be applied. This new guideline is not expected to have any significant impact on the Companys financial statements.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 85 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | iii) | Variable interest entities
| | ---- | --------------------------

| | The CICA has also issued AcG-15, Consolidation of Variable Interest Entities, which sets out criteria to be used to identify the parent company of variable interest entities. AcG-15 requires that the party that has the majority of the risk exposure related to a variable interest entity (often referred to as a special purpose entity) is presumed to control that entity and must consolidate it. These new rules, which are intended to harmonize Canadian guidance with existing guidance in the U.S., are effective for interim or annual reporting periods beginning on or after November 1, 2004. Since the Company does not currently have any such structures, this new interpretation is not expected to have any impact on the Companys financial statements.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | r) | Comparative figures
| | -- | -------------------

| | Certain comparative figures have been reclassified to conform with the current years presentation.
| | ---------------------------------------------------------------------------------------------------

# 4          Discontinued operations

| | On September 9, 2003, the Company announced that it had received and accepted, subject to completion of due diligence, an offer for the sale of its wireless billing subsidiary, IBT. The Board of Directors had previously approved the plan to divest IBT in order to concentrate exclusively on its profitable and growing metasearch engine and on-line marketing business, Mamma.com Enterprises. Consequently, the results of operations and cash flows for IBT have been reported separately as discontinued operations in the consolidated statements of operations and cash flows, and the assets and liabilities of IBT have been segregated on the consolidated balance sheets. Comparative figures for the year ended December 31, 2003 have been reclassified in order to comply with this new basis of presentation. The transaction was completed on February 12, 2004 (note 26(b)).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 86 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)

# Summary of assets and liabilities of discontinued operations

|                                         | As atDecember 31,2003$ | As atDecember 31,2003$
|---------------------------------------- | ---------------------- | ----------------------
|                                        
|Current assets                           |                        |                       
|Accounts receivable                      | 831,310                | 1,415,270             
|Other current assets                     | 90,670                 | 94,141                
|                                        
|                                         | 921,980                | 1,509,411             
|                                        
|Assets                                  
|Property, plant and equipment            | 200,802                | 254,511               
|                                        
|Liabilities                             
|Accounts payable and accrued liabilities | 982,452                | 897,252               
|Deferred revenue                         | 49,611                 | 339,238               
|Reserve for restructuring                | --                     | 2,234                 
|Income taxes payable                     | 291,244                | --                    
|                                        
|                                         | 1,323,307              | 1,238,724             
|                                        

# Summary of discontinued operations

|                                    | 2003$     | 2002$     | 2001$    
|----------------------------------- | --------- | --------- | ---------
|                                   
|Revenue                             | 6,493,986 | 7,602,630 | 7,770,067
|Earnings (loss) before income taxes | (32,220)  | 465,884   | 180,991  
|Net earnings (loss)                 | (300,053) | 465,884   | 267,635  

# 5          Business acquisitions

| | a) | Purchase of focusIN assets
| | -- | --------------------------

| | On November 27, 2002, the Company acquired through its subsidiary Mamma.com Enterprises certain of the assets of the focusIN business of ZAQ Inc. in exchange for total cash consideration amounting to $1,625,151, including costs directly related to the acquisition. This acquisition has been accounted for using the purchase method. The net earnings of the business have been included in these financial statements from the above-noted date of acquisition. focusIN provides on-line media placement services.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 87 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | The assets acquired were as follows:
| | ------------------------------------

|                              | $        
|----------------------------- | ---------
|                             
|Property, plant and equipment | 31,287   
|Intangible assets            
|Brand name                    | 291,156  
|Technology                    | 252,208  
|Customer list                 | 351,175  
|Goodwill                      | 699,325  
|                             
|                              | 1,625,151
|                             

| | Approximately $521,000 of the above-noted goodwill is deductible for income tax purposes.
| | -----------------------------------------------------------------------------------------

| | b) | Purchase of Mamma.com Enterprises
| | -- | ---------------------------------

| | On July 6, 2001, the Company acquired the remaining 31% minority shareholders interest in Mamma.com Enterprises for a cash consideration of $1,263,946 and issuance from treasury of 436,898 common shares of the Company valued at $2.50 each. This step acquisition was accounted for using the purchase method. Simultaneously, the Company acquired all the outstanding options of Mamma.com Enterprises interest for a cash consideration of $158,221 and issuance of 42,977 options of the company. The purchase price of the remaining shareholders interest in Mamma.com Enterprises resulted in recording an additional $1,255,353 of goodwill. In December 2001, the Company wrote off all remaining goodwill related to Mamma.com Enterprises.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 6          Accounts receivable

| | Accounts receivable comprise the following:
| | -------------------------------------------

|                                | 2003$     | 2002$   
|------------------------------- | --------- | --------
|                               
|Trade accounts receivable       | 2,433,064 | 971,436 
|Allowance for doubtful accounts | (203,129) | (61,537)
|                               
|                                | 2,229,935 | 909,899 
|Other                           | 73,277    | 52,719  
|                               
|                                | 2,303,212 | 962,618 
|                               

Sequential Page No: 88 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 7          Investments

| | a) | Investments comprise the following:
| | -- | -----------------------------------

|                                                                                                 | 2003$     | 2002$    
|------------------------------------------------------------------------------------------------ | --------- | ---------
|                                                                                                
|LTRIM Technologies Inc. (4,891,686 Class "A"                                                     |           |          
|common shares and 359,281 Class "A"                                                             
|preference shares), at cost                                                                      | 1,085,286 | 1,085,286
|Tri-Link Technologies Inc. (4,054,874 Preference shares)(i)                                      | --        | --       
|TECE, Inc. (5,000,000 Common shares) (i)                                                         | --        | --       
|uPath.com Inc. (as at December 31, 2002 - 2,783,505                       Class "A" shares) (ii) | --        | --       
|                                                                                                
|                                                                                                 | 1,085,286 | 1,085,286
|                                                                                                

| | i)  | In 2001 and 2002, due to a permanent impairment in value, the Company wrote off its investments in Tri-Link Technologies Inc. and TECE, Inc.                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii) | On August 28, 2003, the Company sold its entire investment in uPath.com Inc. for CA$45,000 (US$32,499). As this investment had been written off in its entirety in 2002 due to a permanent impairment in value, the gain on disposal of the investment amounted to $32,499.

| | b) | Master option agreement
| | -- | -----------------------

| | Part of the compensation packages originally offered to the Companys former President and former CEO and Chairman was provided under the terms of a Master Option Agreement, dated December 7, 1999, among Intasys Corporation, Intasys Capital Corporation and 3354717 Canada Inc., a company controlled by these former executives. On several occasions, the terms of the Master Option Agreement for both former executives were amended. In August 2001, the former President assigned and transferred to the former CEO and Chairman all of his rights, title and interest in and to 3354717 Canada Inc. that he had related to the Master Option Agreement. On October 30, 2001, the former CEO and Chairman agreed to cancel the Master Option Agreement and the Company granted him an option to purchase up to 15% of Intasys investment in Tri-Link Technologies Inc. and LTRIM Technologies Inc. up until December 31, 2002 for a total cash
consideration of $410,425. Thereafter, this percentage and the exercise price are reduced to 5% and $136,808 respectively through February 28, 2004, at which time the option will expire.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The fair value of these options was initially estimated using the Black-Scholes option pricing model and recorded as a liability. Since the terms of these options are variable, the fair value of these options is re-evaluated at each balance sheet date with any resulting adjustment to the fair value being included in the statement of operations. As a result, in 2003, the statement of operations includes a reversal of expenses recorded in previous years of $4,866. The statement of operations in 2002 includes a reversal of expenses recorded in previous years for an amount of $195,134 and expenses of $56,613 in fiscal year 2001.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 89 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)

# 8          Property, plant and equipment

|                       |           |         | 2003   
|---------------------- | --------- | ------- | -------
|                      
|
|Computer equipment     | 1,004,476 | 695,220 | 309,256
|Furniture and fixtures | 83,712    | 45,928  | 37,784 
|Leasehold improvements | 87,181    | 66,757  | 20,424 
|                      
|                       | 1,175,369 | 807,905 | 367,464
|                      

|                       |         |                          | 2002   
|---------------------- | ------- | ------------------------ | -------
|                      
|                       | Cost$   | Accumulatedamortization$ | Net$   
|Computer equipment     | 798,997 | 484,354                  | 314,643
|Furniture and fixtures | 69,627  | 30,091                   | 39,536 
|Leasehold improvements | 71,577  | 40,150                   | 31,427 
|                      
|                       | 940,201 | 554,595                  | 385,606
|                      

# 9          Goodwill and other intangible assets

| | a) | Intangible assetsa)
| | -- | -------------------

|                    |           |         | 2003   
|------------------- | --------- | ------- | -------
|                   
|
|Brand names         | 412,869   | 103,396 | 309,473
|Acquired technology | 305,217   | 71,218  | 233,999
|Customer list       | 424,985   | 49,582  | 375,403
|Software            | 53,664    | 36,977  | 16,687 
|                   
|                    | 1,196,735 | 261,173 | 935,562
|                   

Sequential Page No: 90 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)

|2002               
|-------------------
|                   
|
|
|Brand names        
|Acquired technology
|Customer list      
|Software           
|                   
|                   
|                   

| | b) | Goodwill
| | -- | --------

| | The changes in the carrying amount of goodwill for Media Solutions for the years ended December 31, 2003 and 2002 are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------

|                                 | $      
|-------------------------------- | -------
|Balance - December 31, 2001      | --     
|Goodwill resulting from 2002    
|business acquisition (note 5(a)) | 699,325
|Currency translation adjustment  | (4,490)
|                                
|Balance - December 31, 2002      | 694,835
|Currency translation adjustment  | 151,475
|                                
|Balance - December 31, 2003      | 846,310
|                                

Sequential Page No: 91 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 10          Accounts payable and accrued liabilities

| | Accounts payable and accrued liabilities comprise the following:
| | ----------------------------------------------------------------

|                               | 2003$     | 2002$    
|------------------------------ | --------- | ---------
|Trade accounts payable         | 1,473,449 | 1,044,610
|Other                         
|Accrued employee costs         | 328,250   | 190,138  
|Directors and officers payable | 225,543   | 106,351  
|Other (note 22(a))             | 225,000   | 575,000  
|                              
|                               | 2,252,242 | 1,916,099
|                              

# 11          Restructuring charges

| | In 2001, the Company continued to reduce its fixed costs by terminating certain employees and moving its head office to premises occupied by its subsidiary Mamma.com Enterprises.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In 2002, $70,453 of charges related to the restructuring of the Investment Management segment were reversed due to an over-accrual of estimated sub-leasing charges of the principal executive offices that were not needed due to the cancellation of corporate obligations.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The following table summarizes the changes in the reserve for restructuring:
| | ----------------------------------------------------------------------------

|                                                      | Write-downofproperty,plant andequipment$ | Severancecosts$ | Facilities'closurecosts$ | Total$   
|----------------------------------------------------- | ---------------------------------------- | --------------- | ------------------------ | ---------
|Balance - December 31, 2000                           | --                                       | --              | 350,000                  | 350,000  
|Restructuring charges                                 | 54,151                                   | 13,591          | 94,221                   | 161,963  
|Payments                                              | --                                       | (13,591)        | (345,666)                | (359,257)
|Non-cash asset write-down                             | (54,151)                                 | --              | --                       | (54,151) 
|                                                     
|Balance - December 31, 2001                           | --                                       | --              | 98,555                   | 98,555   
|Payments                                              | --                                       | --              | (28,102)                 | (28,102) 
|Reversal of excess restructuring accruals to earnings | --                                       | --              | (70,453)                 | (70,453) 
|                                                     
|Balance - December 31, 2002 and 2003                  | --                                       | --              | --                       | --       
|                                                     

Sequential Page No: 92 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 12          Capital stock

| | On July 11, 2001, the Board of Directors, upon approval of the shareholders, approved articles of amendment consolidating the Companys issued and outstanding common shares on a basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares. The reverse stock split was effective immediately. All references in the financial statements and notes thereto regarding the number of shares and per share amounts, stock option data and market prices have been restated to reflect this reverse stock split. Any dividends, if and when declared, will be declared and payable in U.S. dollars.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Stock options
| | -- | -------------

| | The Companys stock option plan is administered by the Compensation Committee, which is a subcommittee of the Board of Directors. The Compensation Committee will designate eligible participants to be included under the plan, and will designate the number of options and the share price pursuant to the new options, subject to applicable securities laws and stock exchange regulations. The options, when granted, will have an exercise price of no less than the market price of shares at the date of grant and a life not exceeding 10 years. The number of options granted in any fiscal year shall not exceed 15% of the issued and outstanding common shares at the date of the grant.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Information with respect to stock option activity for 2001, 2002 and 2003 is as follows:
| | ----------------------------------------------------------------------------------------

|                                | Number ofoptions | Weightedaverageexerciseprice$
|------------------------------- | ---------------- | -----------------------------
|Outstanding - December 31, 2000 | 302,525          | 11.10                        
|Granted                         | 451,750          | 2.29                         
|Forfeited                       | (302,525)        | 11.10                        
|                               
|Outstanding - December 31, 2001 | 451,750          | 2.29                         
|Granted                         | 135,000          | 1.14                         
|Forfeited                       | (209,570)        | 2.56                         
|                               
|Outstanding - December 31, 2002 | 377,180          | 1.76                         
|Granted                         | 227,500          | 2.71                         
|Forfeited                       | (28,357)         | 1.74                         
|Exercised                       | (129,678)        | 1.34                         
|                               
|Outstanding - December 31, 2003 | 446,645          | 2.37                         
|                               

Sequential Page No: 93 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | On July 18, 2001, 14,375 options post-consolidation held by employees were repriced whereby the employees forfeited their existing options and received new options on the same date with different vesting periods and exercise prices. As at December 31, 2003, 2,375 repriced options were still outstanding.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Details of stock options outstanding as at December 31, 2003 are as follows:
| | ----------------------------------------------------------------------------

|            | Outstanding options | Exercisable options
|----------- | ------------------- | -------------------
|
|           
|1.10 - 1.53 | 210,395             | 7.55               
|1.99 - 2.57 | 129,500             | 9.18               
|3.58        | 88,000              | 6.85               
|8.00 - 9.00 | 18,750              | 0.15               
|           
|            | 446,645             | 7.58               
|           

| | As at December 31, 2002 and 2001, there were 320,429 and 315,825 options exercisable at weighted average prices of $1.80 and $2.67, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Pro forma stock-based compensation disclosures
| | -- | ----------------------------------------------

| | As described in note 2, the Company adopted, retroactive to January 1, 2003, the fair value method of accounting for stock options granted to employees and has applied this new method on a prospective basis. Following is a summary of what the net loss and related per share figures would have been for 2003, 2002 and 2001 if the Company had applied this change retroactively to all prior years.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                               | 2003$     | 2002$     | 2001$       
|---------------------------------------------- | --------- | --------- | ------------
|Pro forma net loss                             | (225,266) | (295,924) | (14,461,478)
|Pro forma basic and diluted net loss per share | (0.04)    | (0.07)    | (4.51)      

Sequential Page No: 94 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | The fair values of all options granted during 2003, 2002 and 2001 were estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                             | 2003$ | 2002$ | 2001$
|---------------------------- | ----- | ----- | -----
|Expected option life (years) | 4.04  | 4.00  | 3.90 
|Volatility                   | 82%   | 76%   | 90%  
|Risk-free interest rate      | 4.00% | 3.09% | 6.00%
|Dividend yield               | nil   | nil   | nil  

| | The weighted average grant-date fair values for stock options granted during 2003, 2002 and 2001 were $2.71, $1.22 and $2.42 per option, respectively.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

# 13           Additional paid-in capital and deferred stock-based compensation

| | In 2003, the Company granted 105,000 warrants at an average price of $2.50 to Maxim Group, LLC for financial advisory fees, the fair value of which was $84,566 estimated as of grant date using the Black-Scholes pricing model, and charged to expense during the year with a corresponding credit to additional paid-in capital. These warrants vested immediately and expire after three years. On August 15, 2001, the Company retained Global Capital Securities to render financial services for an 18-month period terminating on January 31, 2003. Consideration paid by the Company for these consulting services consisted of the issuance of 150,000 unvested common shares and 250,000 unvested warrants with an exercise price of $2.75 per share. On April 19, 2002, all of these shares and warrants were transferred by Global to Lomond International Inc., which has agreed to continue providing the services in accordance with the original agreement.
On June 19, 2002, all of these warrants were returned to the Company for cancellation.These unvested shares are earned evenly over the 18-month term of the agreement at a rate of 8,333 shares per month. The warrants vest in the same manner, with 13,889 becoming vested each month. In the event the agreement is terminated prior to the expiration of its 18-month term, any unvested shares and warrants remaining as of that date must be returned to the Company for cancellation. Since the terms of the unvested shares and the warrants are variable, the fair value of the unvested shares and warrants is remeasured at each balance sheet date, and deferred stock-based compensation and additional paid-in capital are adjusted accordingly. The cost of the services is recognized as an expense on a monthly basis as the warrants and shares vest, based upon the fair value of the Companys common shares at the end of each month.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 95 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | On December 12, 2002, the Company completed a private placement of 1,893,939 units, each unit consisting of one common share and one A warrant, for total gross proceeds amounting to $2,500,000, or $1.32 per unit. Each A warrant vests immediately, expires on November 30, 2004, and permits the holder to purchase one additional common share of the Company at an exercise price of $1.40 per share. The private placement agreement provides for a reload feature, whereby upon exercise of all of the A warrants, the holders are entitled to receive one new B warrant for each A warrant exercised. The B warrant vests immediately upon issuance, expires on November 30, 2006, and permits the holder to purchase an additional common share at an exercise price of $1.50 per share. As at December 31, 2003, none of the 1,893,939 A warrants had been exercised. The amounts allocated to the shares and warrants totalled $1,912,878 and $587,121,
respectively. These amounts have been allocated based upon the relative fair values of the warrants and shares at the date the units were issued. The estimated fair value of the A and B warrants has been determined using the Binomial option pricing model and the following weighted average assumptions:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | Awarrants | Bwarrants
|----------------------- | --------- | ---------
|Risk-free interest rate | 3.09      | 3.96     
|Expected volatility     | 76        | 76       
|Expected life           | 2 years   | 4 years  
|Expected dividend yield | nil       | nil      

| | In addition, in connection with this private placement, the Company issued an additional 142,045 units to the principal agent involved in the transaction as compensation for its services. These additional units have been recorded as share issue costs and charged against capital stock at their fair value of $187,499, or $1.32 per unit. The fair value of each unit has been allocated between the shares and warrants, resulting in $143,465 being credited to capital stock and $44,034 being credited to additional paid-in capital on the same basis as described above.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 96 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | Each warrant is convertible into one common share at exercise prices ranging from $1.40 to $3.86 per share. Information with respect to warrant activity for 2001, 2002 and 2003 is as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                | Number ofwarrants | Weightedaverageexerciseprice$
|------------------------------- | ----------------- | -----------------------------
|Outstanding - December 31, 2000 | 466,874           | 46.10                        
|Issued                          | 904,000           | 2.50                         
|Expired                         | (465,449)         | 46.10                        
|                               
|Outstanding - December 31, 2001 | 905,425           | 2.54                         
|Issued (i)                      | 2,035,984         | 1.40                         
|Forfeited                       | (250,000)         | 2.75                         
|                               
|Outstanding - December 31, 2002 | 2,691,409         | 1.66                         
|Issued                          | 247,045           | 1.94                         
|Expired                         | (655,425)         | 2.46                         
|Exercised                       | (284,090)         | 1.45                         
|                               
|Outstanding - December 31, 2003 | 1,998,939         | 1.46                         
|                               

| | (i) | Does not include warrants to be issued in connection with the B warrant reload feature described above.
| | --- | -------------------------------------------------------------------------------------------------------

| | For various price ranges, the weighted average characteristics of warrants outstanding and exercisable as at December 31, 2003 were as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------

|Range ofexerciseprices$ | Number ofwarrants | Weightedaverageremainingcontractuallife(years) | WeightedaverageexercisePrice$
|----------------------- | ----------------- | ---------------------------------------------- | -----------------------------
|1.40 - 2.00             | 1,893,939         | 0.92                                           | 1.40                         
|2.00 - 3.00             | 105,000           | 2.50                                           | 2.54                         
|                       
|                        | 1,998,939         | 1.00                                           | 1.46                         
|                       

Sequential Page No: 97 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 14          Earnings (loss) per share

|                                            | 2003$     | 2002$     | 2001$    
|------------------------------------------- | --------- | --------- | ---------
|Weighted average number of shares - Basic   | 6,207,360 | 4,356,751 | 3,206,996
|Additions to reflect the impacts of:       
|Exercise of stock options                   | 93,854    | --        | --       
|Exercise of warrants (i)                    | 1,740,022 | --        | --       
|                                           
|Weighted average number of shares - Diluted | 8,041,236 | 4,356,751 | 3,206,996
|                                           

| | (i)  Includes B warrants issuable upon exercise of the A warrants described in note 13.
| | ---------------------------------------------------------------------------------------

| | Options to purchase 18,750 common shares (2002  377,180; 2001  451,750), warrants to purchase 16,000 common shares (2002  2,691,409; 2001  905,425) and 8,333 shares (in 2002) issued for brokerage fees have been excluded from the above calculations since they would have an anti-dilutive effect. In 2003, 2002 and 2001, there is no difference between basic and diluted earnings per share figures.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 15           Revenue

|                   | 2003$     | 2002$     | 2001$    
|------------------ | --------- | --------- | ---------
|Search services    | 5,776,707 | 2,698,120 | 2,749,037
|Banner advertising | 3,150,883 | 1,488,399 | 1,324,463
|Other              | 11,273    | 35,833    | 121,842  
|                  
|                   | 8,938,863 | 4,222,352 | 4,195,342
|                  

# 16           Unrealized loss on marketable securities, investments and write-down of advances

|                       | 2003$ | 2002$  | 2001$    
|---------------------- | ----- | ------ | ---------
|Unrealized loss on     |       |        |          
|Marketable securities  | --    | --     | 640,005  
|Investments            | --    | 51,612 | 3,356,667
|Write-down of advances | --    | 31,004 | 907,227  
|                      
|                       | --    | 82,616 | 4,903,899
|                      

Sequential Page No: 98 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002
(expressed in U.S. dollars)



# 17           Statement of cash flows

| | Financial fees paid in shares in lieu of cash in 2003 amounted to $17,000.
| | --------------------------------------------------------------------------

| | In 2002, the Companys non-cash investing and financing activities consisted of: shares issued in lieu of fees related to private placement in the amount of $187,499; shares issued in lieu of financial fees in the amount of $98,667; interest income in the amount of $33,477 which was recorded in investments.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In 2001, the Companys non-cash investing and financing activities consisted of: shares issued on the acquisition of the minority interest in Mamma.com Inc. in the amount of $1,092,245; shares issued in lieu of fees related to a private placement in the amount of $81,000; shares issued in lieu of compensation to a former officer in the amount of $164,000; shares issued in lieu of financial fees in the amount of $72,000 and interest income in the amount of $33,080 which was recorded in investments. The write-down of property, plant and equipment of $54,151 related to restructuring charges in the statement of operations is included in amortization and write-down of property, plant and equipment in the statement of cash flows.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 18           Change in non-cash working capital items

|                                         | 2003$       | 2002$     | 2001$    
|---------------------------------------- | ----------- | --------- | ---------
|Decrease (increase) in assets            |             |           |          
|Marketable securities                    | --          | 314,026   | 1,360,873
|Accounts receivable                      | (1,048,337) | (351,351) | 1,437,936
|Prepaid expenses and other assets        | (3,083)     | (18,270)  | 431,775  
|Increase (decrease) in liabilities      
|Accounts payable and accrued liabilities | 81,709      | 878,928   | (710,746)
|Reserve for restructuring                | --          | (98,555)  | (251,445)
|Deferred revenue                         | 388         | 11,939    | (36,225) 
|                                        
|                                         | (969,323)   | 736,717   | 2,232,168
|                                        

Sequential Page No: 99 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002
(expressed in U.S. dollars)

# 19           Income taxes

| | a) | A reconciliation of the combined Canadian Federal and provincial income tax rate with the Companys effective income tax rate is as follows:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                                                                                             | 2003$     | 2002$       | 2001$       
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ----------- | ------------
|Earnings (loss) from continuing operations                                                                                                                   |           |             |             
|before income taxes                                                                                                                                          | 11,354    | (1,056,660) | (14,882,951)
|                                                                                                                                                            
|Expected provision for (recovery of) income      taxes at the statutory rate                                                                                 | 3,749     | (370,042)   | (5,509,668) 
|Unrecognized benefit of current year tax                                                                                                                    
|losses and undeducted research                                                                                                                              
|and development expenses, and other                                                                                                                         
|temporary differences                                                                                                                                        | 465,295   | 610,441     | 2,489,026   
|Benefit of prior years' tax losses not                                                                                                                      
|previously recognized                                                                                                                                        | --        | (250,841)   | --          
|Recognition of future benefit of prior       years' temporary differences,       including tax losses and undeducted       research and development expenses | (577,482) | (271,464)   | --          
|Permanent difference, including amortization                                                                                                                
|and impairment of goodwill and                                                                                                                              
|non-controlling interest                                                                                                                                     | 30,802    | 8,124       | 3,012,009   
|                                                                                                                                                            
|Recovery of income taxes                                                                                                                                     | (77,636)  | (273,782)   | (8,633)     
|                                                                                                                                                            

Sequential Page No: 100 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | b) | The major components of the net future income tax asset classified by the source of temporary differences are as follows:
| | -- | -------------------------------------------------------------------------------------------------------------------------

|                                          | 2003$        | 2002$       
|----------------------------------------- | ------------ | ------------
|Canada                                    |              |             
|Property, plant and equipment             | 2,850,585    | 2,300,010   
|Non-capital losses (expiring 2004-2010)   | 5,992,032    | 4,319,204   
|Net capital losses (unlimited)            | 2,518,766    | 1,749,573   
|Unrealized impairment losses             
|on investments                            | 1,373,914    | 1,741,834   
|Research and development expenses         | 274,062      | 209,741     
|Goodwill and intangible assets            | 136,774      | 72,858      
|Share issue costs                         | 68,561       | 177,433     
|Other                                     | 84,631       | 108,570     
|                                         
|                                          | 13,299,325   | 10,679,223  
|                                         
|United Kingdom                           
|Net operating losses (unlimited)          | 34,729       | 96,259      
|Property, plant and equipment             | 2,293        | 127,629     
|Other temporary differences               | 4,988        | 4,988       
|                                         
|                                          | 42,010       | 228,876     
|                                         
|United States                            
|Net operating losses (expiring 2017-2024) | 1,535,468    | 1,516,030   
|                                         
|Australia                                
|Net operating losses (unlimited)          | 417,790      | 456,219     
|Other temporary differences               | 52,288       | 17,849      
|                                         
|                                          | 470,078      | 474,068     
|                                         
|                                          | 15,346,881   | 12,898,197  
|Valuation allowance                       | (14,849,899) | (12,627,943)
|                                         
|Net future income tax asset               | 496,982      | 270,254     
|                                         
|Presented as:                            
|Current                                   | 264,014      | 270,254     
|Long-term                                 | 232,968      | --          
|                                         
|                                          | 496,982      | 270,254     
|                                         

Sequential Page No: 101 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | c) | As at December 31, 2003, the Company has accumulated research and development expenses of approximately CA$671,149 (US$518,597) for Federal income tax purposes and CA$948,652 (US$733,023) for provincial income tax purposes which may be carried forward indefinitely and used to reduce taxable income in future years.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | As at December 31, 2003, the Company has non-capital loss carryforwards totalling approximately CA$25,000,000 (US$19,316,672) for Federal and provincial income tax purposes which may be used to reduce taxable income in future years. These losses may be claimed no later than fiscal years ending December 31:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|     | Federal(CA$)
|---- | ------------
|2004 | 1,230,000   
|2005 | 2,040,000   
|2006 | 5,540,000   
|2007 | 5,610,000   
|2008 | 4,090,000   
|2009 | 3,060,000   
|2010 | 3,430,000   

| | e) | As at December 31, 2003, the Companys U.S. subsidiary has net operating loss carryforwards for Federal income tax purposes totalling approximately US$4,040,000 which may be used to reduce Federal taxable income in future years. These losses may be claimed no later than fiscal years ending December 31:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|     | $        
|---- | ---------
|2017 | 70,000   
|2018 | 1,365,000
|2019 | 2,200,000
|2020 | 395,000  
|2023 | 10,000   

Sequential Page No: 102 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



# 20          Net research and development expenses

| | The following details the net research and development expenses included in the statements of operations:
| | ---------------------------------------------------------------------------------------------------------

|                                  | 2003$   | 2002$   | 2001$  
|--------------------------------- | ------- | ------- | -------
|Research and development expenses | 727,536 | 555,302 | 506,956
|Less: Refundable tax credits      | 50,232  | 20,970  | 1,880  
|Future benefit of non-refundable 
|tax credits                       | 77,925  | --      | --     
|                                 
|                                  | 599,379 | 534,332 | 505,076
|                                 

# 21           Segment information

| | The Company has two reportable segments: Investment Management and Media Solutions. The Company evaluates each operating segments performance based on revenue, expenses and net earnings (loss) for the year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A summary of the results by reportable segment for the years ended December 31, 2003, 2002 and 2001 follows. In addition, the table which follows summarizes revenues by country. Revenues have been allocated to individual countries/regions based upon the country of residence of the subsidiary providing the product or service.Segmented assetsThe following is a summary of assets by segment:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                        | 2003$      | 2002$    
|--------------------------------------- | ---------- | ---------
|Total assets of Investment Management   | 4,077,516  | 4,698,110
|Total assets of Media Solutions         | 6,536,116  | 3,509,182
|                                       
|Total assets from continuing operations | 10,613,632 | 8,207,292
|Total assets of discontinued operations | 1,122,782  | 1,763,922
|                                       
|                                        | 11,736,414 | 9,971,214
|                                       

Sequential Page No: 103 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



|                                                                                     | Investment Management | Media Solutions | Total       
|------------------------------------------------------------------------------------ | --------------------- | --------------- | ------------
|
|Revenue                                                                              | --                    | --              | 11,572      
|                                                                                    
|Expenses                                                                            
|Cost of revenues, selling and administrative                                         | 1,491,854             | 1,529,559       | 1,251,521   
|Net research and development                                                         | --                    | --              | --          
|Amortization of property, plant and equipment                                        | 3,397                 | 10,854          | 63,911      
|Amortization of intangible assets                                                    | --                    | --              | --          
|Amortization of goodwill                                                             | --                    | --              | 7,455,353   
|Restructuring charges (recovery)                                                     | --                    | (70,453)        | 161,963     
|Interest income                                                                      | (10,902)              | (52,816)        | (102,887)   
|Interest expense                                                                     | --                    | 38              | 5,407       
|Share of results of companies subject to     significant influence                   | --                    | --              | 748,972     
|Realized gain on disposal of marketable securities                                   | --                    | (73,383)        | (101,581)   
|Unrealized loss on marketable securities, investments and     write-down of advances | --                    | 82,616          | 4,903,899   
|Non-controlling interest                                                             | --                    | --              | (177,698)   
|Loss on foreign exchange                                                             | 3,705                 | 9,037           | 4,085       
|Realized gain on disposal of investment                                              | (32,499)              | --              | --          
|                                                                                    
|                                                                                     | 1,455,555             | 1,435,452       | 14,212,945  
|                                                                                    
|Earnings (loss) from continuing operations      before income taxes                  | (1,455,555)           | (1,435,452)     | (14,201,373)
|Recovery of income taxes                                                            
|Current                                                                              | --                    | --              | --          
|Future                                                                               | --                    | --              | --          
|                                                                                    
|Earnings (loss) from continuing operations                                           | (1,455,555)           | (1,435,452)     | (14,201,373)
|                                                                                    
|Revenue - Canada                                                                     | --                    | --              | 11,572      
|                                                                                    
|Long-lived assets - Canada                                                           | 4,473                 | 7,870           | 11,840      
|                                                                                    

Sequential Page No: 104 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | Major customersThe Company has one major customer in the Media Solutions segment, from which 10% or more of total revenue is derived. Revenue from this customer amounted to $2,851,005, $670,722 and $803,308 in 2003, 2002 and 2001 respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 22           Contingencies and commitments

| | a) | Contingencies
| | -- | -------------

| | In July 2000, Intasys, the Company and its wholly owned Delaware subsidiary, Intasys Management Systems, Inc., completed a series of transactions with Lamya Management Limited and related parties pursuant to which, inter alia, the Company acquired rights in certain software, trademarks and other intellectual property rights. Pursuant to this, Intasys Management Systems, Inc. hired Sami Shamma as its President and CEO. In October 2000, Mr. Shamma was terminated for cause and in January 2001, the Company and Intasys Management Systems, Inc. (the Claimants) initiated arbitration proceedings against Mr. Shamma and certain other persons and entities related to him (the Respondents). The Claimants seek damages in excess of $1,472,553 arising out of Mr. Shammas alleged conduct, alleged breach of various duties and related matters, and such other relief as the Arbitrator deems appropriate. In addition and
further to Mr. Shammas termination, the Claimants were entitled to and did purchase the shares previously held by Mr. Shamma in Intasys Management Systems, Inc. As a result of his termination for cause and pursuant to the agreements entered into with Mr. Shamma, these shares were purchased at book value, a nominal amount, and the Company is now the sole shareholder of Intasys Management Systems, Inc.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The Respondents have filed a statement of defence denying the Claimants allegations and counterclaiming for damages in excess of $22,880,000, including punitive damages, and such other relief as the Arbitrator deems proper. The Respondents also claim that the purchase of the above-mentioned shares should be at their fair market value.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Arbitration was held the week of October 21, 2002 and was scheduled to resume and conclude the week of April 1, 2003. Management believed its positions were meritorious and intended to continue to prosecute its claim and defend the Respondents counterclaim vigorously.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On January 20, 2004, a memorandum of settlement was signed by both parties and final payment of $225,000 was made. This amount had been fully provided for in the 2002 consolidated financial statements in other accounts payable.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 105 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | On May 6, 1996, a claim in an unspecified amount was filed in Florida in connection with the Companys previously discontinued operations of disinfectant products. In accordance with Florida State law, a mediation hearing took place on December 9, 2002 and was inconclusive. The Companys motion for a Summary Judgment was heard on March 18, 2003 and was denied. The Company re-filed its motion. The case was scheduled for a jury trial in May 2003. On March 26, 2003, the Company received a letter from the claimant offering to settle all claims related to this matter in exchange for a payment of $350,000. Management decided to accept this offer. Accordingly, an amount of $350,000 had been provided for in the 2002 consolidated financial statements in other accounts payable.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Commitments
| | -- | -----------

| | The Company is committed under operating lease agreements. Future minimum payments under these leases as of December 31, 2003 are as follows:
| | ---------------------------------------------------------------------------------------------------------------------------------------------

|                          |      | $      
|------------------------- | ---- | -------
|Years ending December 31, | 2004 | 179,769
|                          | 2005 | 81,443 
|                          | 2006 | 13,574 

# 23           Financial instruments

| | Currency risk The Company operates internationally and is exposed to market risks principally from changes in foreign currency rates. The Company does not hold any financial instruments that mitigate this risk.Credit riskFinancial instruments which potentially subject the Company to credit risk consist principally of cash, short-term deposits and accounts receivable. The Companys cash and short-term deposits are maintained at major financial institutions; therefore, the Company considers the risk of non-performance on these instruments to be remote.The Company is exposed to credit risk on accounts receivable from its customers. The Company and its subsidiaries are engaged primarily in information retrieval on the Internet and on being a provider of on-line marketing solutions to advertisers. The Company performs ongoing credit evaluations of its customers financial condition
and generally requires no collateral from its customers. As at December 31, 2003, approximately 43% of accounts receivable is due from one customer.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 106 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | Fair value of financial instrumentsThe carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their respective fair values due to the short maturities of those instruments.Interest rate riskAs at December 31, 2003, the Companys exposure to interest rate risk is summarized as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                         |                                       
|---------------------------------------- | --------------------------------------
|Cash                                     | Non-interest bearing                  
|Short-term deposits                      | Interest rates between 0.12% and 0.94%
|Accounts receivable                      | Non-interest bearing                  
|Accounts payable and accrued liabilities | Non-interest bearing                  

# 24          Related party transactions

| | Details of related party transactions not otherwise disclosed in the financial statements are as follows:
| | ---------------------------------------------------------------------------------------------------------

|                                                                       | 2003$   | 2002$   | 2001$ 
|---------------------------------------------------------------------- | ------- | ------- | ------
|Companies owned by current and/or former     directors and/or officers |         |         |       
|General and administrative expenses                                    | 171,465 | 183,975 | 75,537
|Reserve for restructuring                                              | --      | --      | 6,276 
|Company subject to significant     influence                          
|Revenue                                                                | --      | --      | 10,106
|Interest revenue                                                       | --      | 33,477  | 30,894

# 25           United States generally accepted accounting principles

| | As a registrant with the Securities and Exchange Commission in the United States, the Company is required to reconcile its financial results for significant measurement differences between generally accepted accounting principles as applied in Canada (Canadian GAAP) and those applied in the United States (U.S. GAAP) as they specifically relate to the Company.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sequential Page No: 107 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | The following summary sets out the material adjustments to the Companys reported net loss and net loss per share which would be made to conform with U.S. GAAP:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                               | 2003$     | 2002$       | 2001$       
|---------------------------------------------- | --------- | ----------- | ------------
|Net earnings (loss) from continuing operations |           |             |             
|in accordance with Canadian GAAP               | 88,990    | (782,878)   | (14,874,318)
|Stock-based compensation costs (a)             | --        | 92,000      | (92,000)    
|Write-down of investment (a)                   | --        | --          | 512,427     
|Unrealized loss on marketable securities (b)   | --        | --          | 254,614     
|Realized portion of prior year unrealized loss
|on marketable securities (b)                   | --        | (1,029,896) | (2,612,023) 
|                                              
|Net earnings (loss) from continuing operations | 88,990    | (1,720,774) | (16,811,300)
|in accordance with                            
|U.S. GAAP                                     
|                                              
|Results of discontinued operations             | (300,053) | 465,884     | 267,635     
|                                              
|Net loss in accordance with U.S. GAAP          | (211,063) | (1,254,890) | (16,543,665)
|                                              
|Basic and diluted net earnings (loss) per     
|share from continuing operations               | 0.01      | (0.40)      | (5.24)      
|Basic and diluted earnings (loss) from        
|discontinued operations                        | (0.04)    | 0.11        | 0.08        
|                                              
|Basic and diluted net loss per share           | (0.03)    | (0.29)      | (5.16)      
|                                              
|Other comprehensive income (loss)             
|Unrealized holding loss on marketable         
|securities (b)                                 | --        | --          | (254,614)   
|Realized portion of prior year unrealized     
|loss on marketable securities (b)              | --        | 1,029,896   | 2,612,023   
|Foreign currency translation adjustment (c)    | 717,257   | (32,488)    | (72,901)    
|                                              
|                                               | 717,257   | 997,408     | 2,284,508   
|Net loss in accordance with U.S. GAAP          | (211,063) | (1,254,890) | (16,543,665)
|                                              
|Comprehensive income (loss)                    | 506,194   | (257,482)   | (14,259,157)
|                                              

Sequential Page No: 108 of 350Exhibits: Page 123

---

Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | The effects of these adjustments on the balance sheets of the Company are as follows:
| | -------------------------------------------------------------------------------------

|                                                                         | 2003$        | 2002$       
|------------------------------------------------------------------------ | ------------ | ------------
|Capital stock                                                            |              |             
|Capital stock in accordance with Canadian GAAP                           | 70,522,179   | 69,873,994  
|Reduction of stated capital (d)                                          | 16,769,570   | 16,769,570  
|                                                                        
|Capital stock in accordance with U.S. GAAP                               | 87,291,749   | 86,643,564  
|                                                                        
|Additional paid-in capital                                              
|Additional paid-in capital in accordance with                           
|Canadian GAAP                                                            | 1,166,814    | 750,111     
|Stock-based compensation costs (a)                                      
|Cumulative effect of prior years                                         | 1,673,694    | 1,765,694   
|Current year                                                             | --           | (92,000)    
|Acquisition of non-controlling interest acquired                        
|during year (a)                                                         
|Cumulative effect of prior years                                         | (636,004)    | (636,004)   
|                                                                        
|Additional paid-in capital in accordance with U.S. GAAP                  | 2,204,504    | 1,787,801   
|                                                                        
|Deferred stock-based compensation costs in accordance with              
|Canadian and U.S. GAAP                                                   | (262,806)    | (10,667)    
|                                                                        
|Accumulated other comprehensive gain (loss) (c)                         
|Cumulative translation adjustment in accordance with Canadian GAAP       | 441,564      | (275,693)   
|Unrealized holding loss on marketable securities (b)                    
|Cumulative effect of prior years                                         | --           | (3,641,919) 
|Realized portion of previously unrealized holding loss (b)              
|Prior year                                                               | --           | 2,612,023   
|Current year                                                             | --           | 1,029,896   
|                                                                        
|Accumulated other comprehensive gain (loss) in accordance with U.S. GAAP | 441,564      | (275,693)   
|                                                                        
|Deficit                                                                 
|In accordance with Canadian GAAP                                         | (63,847,613) | (63,636,550)
|Reduction of stated capital to deficit (d)                               | (16,769,570) | (16,769,570)
|Stock-based compensation costs (a)                                      
|Cumulative effect of prior years                                         | (1,550,117)  | (1,642,117) 
|Current year                                                             | --           | 92,000      
|Unrealized holding loss on marketable securities (b)                    
|Cumulative effect of prior years                                         | --           | 3,641,919   
|Realized portion of previously unrealized holding loss (b)              
|Cumulative effect of prior years                                         | --           | (2,612,023) 
|Current year                                                             | --           | (1,029,896) 
|Difference in write-down (a)                                            
|Cumulative effect of prior years                                         | 512,427      | 512,427     
|                                                                        
|Deficit in accordance with U.S. GAAP                                     | (81,654,873) | (81,443,810)
|                                                                        
|Total shareholders' equity in accordance with U.S. GAAP                  | 8,020,138    | 6,701,195   
|                                                                        

Sequential Page No: 109 of 350Exhibits: Page 123

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | Statement of cash flowsUnder Canadian GAAP, statements of cash flows were prepared on a basis consistent with international accounting standards.
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | Stock-based compensation costsGrant of optionsAs described in note 2, in 2003, the Company prospectively adopted the fair value method of accounting for stock options granted to employees. As a result of this change, there are no differences between the Companys net loss for 2003 under U.S. GAAP as compared to Canadian GAAP.However, for all fiscal years prior to 2003, under U.S. GAAP, the Company had elected to measure stock-based compensation costs using the intrinsic value method (APB 25). Under this method, compensation cost is measured as the difference between the fair value of the stock at the date of the grant over the exercise price. Compensation cost is amortized to expense over the appropriate vesting period. Under Canadian GAAP, no such compensation cost is recognized. Any such adjustment related to the subsidiary of the Company also creates an adjustment in non-controlling interest, and share of
losses of companies subject to significant influence. In addition, any write-down of equity-accounted investments would result in a lower write-down under U.S. GAAP as compared to Canadian GAAP.Repricing of optionsUnder U.S. GAAP, the repricing of options requires the plan to be considered a variable plan. Variable plan accounting requires that compensation expense be recognized for the difference between the market price the day of repricing and the exercise price of the option. Compensation cost is amortized to expense over the appropriate vesting period and adjusted on subsequent financial reporting dates, based on the market price of the shares. Under Canadian GAAP, no such compensation expense is recognized.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Marketable securitiesUnder U.S. GAAP, marketable securities would be classified as available-for-sale securities. Consequently, these securities would be carried at fair value, with any unrealized holding gains or losses at each balance sheet date being reflected in other comprehensive loss on a net of tax basis. Under Canadian GAAP, marketable securities are carried at the lower of cost and market value.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Comprehensive lossU.S. GAAP requires disclosures of comprehensive loss which comprises any charges or credits to shareholders equity not related to investments or distributions to shareholders and not otherwise classifed in the statement of operations for the year. Under Canadian GAAP, there is no requirement to report comprehensive loss.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | d) | Reduction of stated capitalUnder U.S. GAAP, the reduction of stated capital in the amount of $16,769,570 undertaken by the Company on June 28, 1995 would not be permitted.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | e) | Non-refundable tax credits
| | -- | --------------------------

| | Under U.S. GAAP, non-refundable tax credits must be presented as a reduction of the provision for income taxes. Under Canadian GAAP, these tax credits are presented as a reduction of the related research and development expenses. Under U.S. GAAP, there would be no change in net earnings (loss) from continuing operations and net loss for the year; however, loss from continuing operations before income taxes and recovery of income taxes under U.S. GAAP would be as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                         | 2003$     | 2002$       | 2001$       
|-------------------------------------------------------- | --------- | ----------- | ------------
|Loss from continuing operations before      income taxes | (66,571)  | (1,994,556) | (16,819,933)
|Recovery of income taxes                                
|Current                                                  | --        | (2,318)     | (8,633)     
|Future                                                   | (155,561) | (271,464)   | --          

# 26           Subsequent events

| | a) | Functional currencyDuring the first quarter of fiscal 2004, the Company determined that the functional currency of its wholly owned subsidiary, Mamma.com Enterprises, had clearly changed from the Canadian dollar to the U.S. dollar as at the beginning of the quarter. As a result of this change, which will be applied prospectively from January 1, 2004, transactions entered into by Mamma.com Enterprises which are denominated in currencies other than the U.S. dollar are now translated into U.S. dollars using the temporal method. Under this method, monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect on the balance sheet date. Non-monetary assets and liabilities are translated into U.S. dollars at historical exchange rates. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing at the dates of the respective transactions. Gains and losses resulting from
translation of monetary assets and liabilities into U.S. dollars are reflected in the statement of operations.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | Prior to this change, the functional currency of Mamma.com Enterprises was the Canadian dollar. Accordingly, the financial statements of Mamma.com Enterprises were translated from Canadian dollars into U.S. dollars using the current rate method. Gains and losses resulting from translation of these financial statements were included in the cumulative translation adjustment in shareholders equity. The translated amounts for non-monetary items as at January 1, 2004 will become the historical basis for those items in subsequent periods.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | Sale of IBTs assetsOn February 12, 2004, the Company concluded the sale of IBTs assets which include contracts, customer lists, intellectual property, fixed assets and tangible and intangible assets relating to the business. The proceeds on disposal amounted to $1,699,185 subject to certain adjustments and contingent consideration. The maximum amount of any contingent consideration is $250,000. In the first quarter of 2004, the Company recorded a gain on the disposal of discontinued operations of approximately $1,588,923 and interim net costs from January 1, 2004 to February 12, 2004 of $614,354 including closing costs.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | Exercise of warrants and optionsDuring the period from January 1, 2004 through April 12, 2004, a total of 1,893,939 A warrants have been exercised. Consequently, 1,893,939 B warrants were granted and all of them have been exercised. In connection with the exercise of the A and B warrants, 3,787,878 shares have been issued for a total cash consideration of $5,492,423.In addition, during this same period, 168,061 options were exercised for total cash proceeds to the Company of $265,872, of which 126,511 options were exercised by insiders of the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | Business acquisitionOn March 3, 2004, the Company announced that it has signed a letter of intent to acquire Digital Arrow, LLC and High Performance Broadcasting Inc. in exchange for a total consideration of $2,000,000, subject to adjustment based upon the results of the due diligence which has commenced. The purchase price is to be paid 55% in cash, with the balance to be paid by the issuance of common shares of the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Mamma.com Inc.(formerly Intasys Corporation)Notes to Consolidated Financial StatementsDecember 31, 2003
 and 2002

(expressed in U.S. dollars)



| | e) | Agreement for financial advisory servicesOn March 16, 2004, the Company retained Merriman Curhan Ford & Co. (MCF) on a non-exclusive basis as its investment banker and strategic and financial advisor for a period of one year. In consideration for these services, the Company has committed to pay MCF a monthly fee of $5,000 and 10,000 warrants, each warrant to purchase one common share of the Company for the duration of the agreement. Warrants are issuable at an exercise price equal to the average closing bid for the last five trading days at the end of the month of issue, for the duration of the agreement upon the same terms and conditions. The warrants have a life of five years from the issuance date. For any transaction completed by the Company with MCF, the Company shall pay a success fee upon closing equal to the sum of 4% of up to $10,000,000 transaction value, 3% of $10,000,000 to $15,000,000 transaction
value and 2% of greater than $15,000,000 transaction value, provided that MCF either introduces and/or performs specific services for the transaction. The minimum success fee for any acquisition transaction shall be $200,000 and $500,000 for any sale transaction.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|Directors(as at May 14, 2004) David GoldmanExecutive Chairman of the BoardMamma.com Inc.Montréal, Canada Guy FauréPresident & CEOMamma.com Inc.Montréal, CanadaClaude Forget(1) (2)Business ConsultantMontréal, CanadaRobert Raich (2)Managing PartnerSpiegel SohmerMontréal, CanadaIrwin Kramer (1)President and Chief Executive Officer iCongo.com Inc. Montréal, CanadaDavid Schwartz (1)Senior LecturerBar Ilan University Faculty of Social Sciences Ramat Gan, Israel | Executive Officers David GoldmanExecutive Chairman of the BoardGuy FauréPresident and Chief Executive Officer Mamma.com Inc.Daniel BertrandExecutive Vice-President and Chief Financial Officer Patrick HopfVice-President-Business Development Patrick GagnéVice-President-Sales Joel LamantiaVice-President-Operations
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(1)  Member, Audit and Finance Committee(2) 
 Member, Human Resources, Nominating and Governance Committee

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|Shareholder InformationTransfer AgentEquity Transfer Services Inc.120 Adelaide Street WestSuite 420Toronto, Ontario M5H 4C3Telephone: (416) 361-0152Fax: (416) 361-0470Corporate Counsel - United StatesBlair & Roach LLP2645 Sheridan DriveTonawanda, New York 14150USATelephone: (716) 834-9181Fax: (716) 834-9197Corporate Counsel - Canada Spiegel Sohmer5 Place Ville Marie, Suite 1203Montréal, Quebec H3B 2G2Telephone: (514) 875-2100Fax: (514) 875-8237Independent AuditorsPricewaterhouseCoopers LLP1250 René-Lévesque Blvd. WestSuite 2800Montréal, Quebec H3B 2G4Telephone: (514) 205-5000Fax: (514) 205-5675 | Annual MeetingThe annual meeting of shareholders will be held at11:00 a.m. on June 30, 2004 at Spiegel Sohmer, 5 PlaceVille Marie, Suite 1203, Montréal, Quebec Canada. Public MarketplacesSmall Cap Market(R)of the Nasdaq Stock Market Third Market Segment of the Frankfurt and Berlin Stock ExchangesTrading SymbolsNasdaq: MAMAFrankfurt and Berlin Stock Exchanges: MAMA.F 2003 Stock Listing and Prices                      High               Low       4th Q    $4.25             $2.47       3rd
Q    $4.91             $2.00       2nd Q   $2.25             $1.91       1st Q    $2.35             $1.25Mamma.com Inc.388 St. Jacques Street West8th FloorMontréal, Quebec, Canada H2Y 1S1 Telephone: (514) 844-2700Fax: (514) 874-0886
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# ITEM 18.      FINANCIAL STATEMENTS
        Not applicable.   See Item 17 above.

# ITEM 19.     EXHIBITS

The
 following exhibits are filed in support of the statements contained herein and are in addition to those
 exhibits previously filed with the Commission:

|1.0* |  | Article of Incorporation of Mamma.com Inc.
|---- |  | ------------------------------------------

|1.1 |  | Articles of Incorporation of Intasys Corporation, as amended. (Filed as exhibit 1.1 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|1.2 |  | By laws of Intasys Corporation, as amended. (Filed as exhibit 1.2 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|4.1 |  | Placement Agreement entered into as of October 30, 2002, between Intasys Corporation and Lines Overseas Management Limited relating to the arrangement of the financing referred to in Exhibit 4.2 below. (Filed as exhibit 4.1 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Form of subscription agreements entered into as of October 30, 2002 between private investors and Intasys Corporation, including the form of warrants issued pursuant thereto. (Filed as exhibit 4.2 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 |  | Asset Purchase Agreement entered into at the city of Montréal, province of Quebec on the 27 day of November, 2002 between ZAQ Interactive Solutions Inc., ZAQ Inc. and Mamma.com Inc. (Filed as exhibit 4.3 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 |  | Consulting Agreement between Dave Goldman Advisors Ltd. and Intasys Corporation dated October 30, 2001 and renewed on May 1, 2002. (Filed as exhibit 4.5 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 |  | Consulting Agreement between Maxim Group LLC and Intasys Corporation dated January 29, 2003, the Amended Agreement dated May 5, 2003 and the termination letter regarding the investment banking agreement. (Filed as exhibit 4.4 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 |  | Consulting Agreement between Sam Luft and Intasys Corporation dated April 1, 2002 and expired on March 1, 2003. (Filed as exhibit 4.6 to Intasys Corporation's Report on Form 20-F, filed on June 30, 2003.)
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7* |  | Asset Purchase Agreement dated January 27, 2004 (without Exhibits and Schedules), the Amendment to Asset Purchase Agreement dated February 12, 2004, the Escrow Agreement dated February 12, 2004 and the Indemnity Agreement dated February 12, 2004.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________________________________________________________________*  Filed as an Exhibit to this Annual Report on Form 20-F for the fiscal year end December
 2003.



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|4.8* |  | Merriman Curhan Ford & Co. Advisory Agreement and Engagement Letter.
|---- |  | --------------------------------------------------------------------

|8.1* |  | List of Subsidiaries of Mamma.com Inc.
|---- |  | --------------------------------------

|11* |  | Code of Ethics
|--- |  | --------------

|12.1* |  | 302 Certifications.
|----- |  | -------------------

|12.2* |  | Consent of Independent Auditors.
|----- |  | --------------------------------

______________________________________________________________________________________________________________________

*  Filed as an Exhibit
 to this Annual Report on Form 20-F for the fiscal year end December 2003.

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SIGNATURES

Pursuant
 to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that
 it meets all requirements for filing an Annual Report on Form 20-F and has duly caused this Annual Report
 to be signed on its behalf.Dated: May 14, 2004

| | By: | MAMMA.COM INC./s/ Daniel BertrandName:   Daniel BertrandTitle:    Executive Vice-President and Chief Financial Officer
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

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# CERTIFICATIONS

# Under 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002

I, Guy Fauré, certify that:

|1. | I have reviewed this annual report on Form 20-F of Mamma.com Inc.;
|-- | ------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions);
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize, and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

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|6. | The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions, with regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2004

| | s/s Guy FauréGuy FauréPresident and
 Chief Executive Officer
| | ------------------------------------------------------------

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# CERTIFICATIONS

# Under 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of theSarbanes-Oxley Act of 2002

I, Daniel Bertrand, certify that:

|1. | I have reviewed this annual report on Form 20-F of Mamma.com Inc.;
|-- | ------------------------------------------------------------------

|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions);
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize, and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------

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|6. | The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions, with regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2004

| | s/s Daniel BertrandDaniel BertrandExecutive
 Vice-President and Chief Financial Officer
| | ---------------------------------------------------------------------------------------

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