EXHIBIT INDEX



|Exhibit
Number | Description                                                                                                                                    | Sequentially Numbered Page
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|1.1 (1)        | Memorandum and Articles of Association of Newera, as amended                                                                                   |                           
|1.2 (4)        | Memorandum of Company, as amended by change of name from Newera to ThrillTime effective August 12, 1997                                        |                           
|1.3 (4)        | Articles of Association of Company, as amended effective July 28, 1998                                                                         |                           
|2.1 (4)        | Form of 6% Convertible Debenture Offshore Purchase Agreement, dated June 30, 1998                                                              |                           
|2.2 (4)        | Registration Rights Agreement, dated June 30, 1998, among the Company, Atlantis Capital Ltd., Advantage Bermuda Ltd. and Dominion Capital Ltd. |                           
|2.3 (4)        | Form of Non-Transferable Share Purchase Warrant, dated June 30, 1998                                                                           |                           
|2.4 (4)        | Form of 6% Convertible Debenture, dated June 30, 1998                                                                                          |                           
|3.1 (2) (3)    | Top E Manufacturer/User Agreement, dated November 17, 1995, between Superstar and Kentucky Kingdom, Inc.                                     |                           
|3.2 (2) (3)    | Top E Purchase and License Agreement, dated January 19, 1996, between Superstar and Lagoon Corporation Inc.                                  |                           
|3.3 (2) (3)    | Master Purchase and License Agreement, dated December 12, 1996, among Newera, Superstar and Mountasia Entertainment International, Inc.        |                           
|3.5 (2) (3)    | Snowmobile Racing Ride Contract/Agreement, dated December 4, 1996, among Newera, S & S Original Amusements, Inc. and Sandy Checketts           |                           
|3.6 (1)        | Assignment Agreement, dated December 15, 1994 between Newera and Superstar                                                                     |                           
|3.7 (1)        | Form of Directors Incentive Stock Option Agreement                                                                                            |                           
|3.8 (1)        | Form of Employee Incentive Stock Option Agreement                                                                                              |                           
|3.9 (1)        | Employment Agreement, dated May 9, 1997, between Newera and Alvin D. Bissett                                                                   |                           
|3.10 (1)       | Form of Warrants for Purchase of Common Shares                                                                                                 |                           
|3.11 (1)       | Lease of Office Space, dated February 19, 1997, between Newera and Metropolitan Life Insurance Company, as amended April 1, 1997               |                           



---



|Exhibit
Number | Description                                                                                                                               | Sequentially Numbered Page
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|3.12 (4)       | Second Amended and Restated Letter Agreement, dated June 16, 1998, among the Company, Sky Fun 1, Inc., Skycoaster, and William J. Kitchen |                           
|3.13 (4)       | Term Sheet, dated July 3, 1998, between Skycoaster and William J. Kitchen                                                                 |                           
|3.14 (4)       | Form of Top E® Purchase and License Agreement                                                                                             |                           
|3.15 (4)       | Letter Agreement, dated September 24, 1997, between Superstar and Malibu Entertainment Worldwide, Inc.                                    |                           
|3.16 (4)       | Warrant for purchase of 1,000,000 Common Shares held by Malibu Entertainment Worldwide, Inc.                                              |                           
|3.17 (4)       | Form of Skycoaster® Purchase and License Agreement                                                                                        |                           
|3.18 (4)       | Stock Option Plan                                                                                                                         |                           
|3.19 (4)       | Form of Incentive Stock Option Agreement pursuant to Stock Option Plan                                                                    |                           
|3.20 (4)       | Consulting Agreement, dated November 13, 1998, between the Company and Alvin Bissett                                                      |                           
|3.21 (4)       | Employment Agreement, dated September 24, 1998, between the Company and Frank L. Harper                                                   |                           
|3.22 (4)       | Sales Representative Agreement, dated December 16, 1998, between the Company and Trevor Quinn.                                            |                           
|3.23 (5)       | Sales Representative Agreement, dated December 14, 1998, between the Company and Ride Entertainment Systems, Inc.                         |                           
|3.24 (5)       | Sales Representative Agreement, dated July 14, 1999, between the Company and Ride Entertainment Systems, Inc.                             |                           
|3.25 (5)       | Loan Agreement, dated November 5, 1999, between the Company and Fitraco, N.V.                                                             |                           
|3.26 (5)       | Settlement Agreement, dated December 21, 1999, between the Company, Superstar and Malibu                                                  |                           
|3.27 (5)       | Memorandum of Understanding, dated August 17 and November 2, 1999, between the Company and William J. Kitchen                             |                           
|3.28 (5)       | Settlement Agreement, dated August 20, 1999, between the Company, Superstar, Castles N Coasters, George Brimhall, et al.                 |                           



---



|Exhibit
Number | Description                                                                                                                                                                                                         | Sequentially Numbered Page
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|3.29 (5)       | Skycoaster, Inc. 401(k) Profit Sharing Plan and Trust, effective August 1, 1999                                                                                                                                     |                           
|3.30 (5)       | Debenture Amendment Agreement, dated November 1, 1999, between the Company and Park, LLC                                                                                                                            |                           
|3.31(6)        | Employment Agreement, dated August 29, 2000, between the Company and Charles L. Bo Moody                                                                                                                          |                           
|3.32(7)        | Employment Agreement, dated November 8, 2001 between the Company and Ralph F. Proceviat                                                                                                                             |                           
|3.33(8)        | Satisfaction and Release Agreement, dated December 20, 2002 between the Company and Park LLC                                                                                                                        |                           
|3.34(8)        | Amendment to Loan Agreement dated March 13, 2002 between the Company and Fitraco N.V.                                                                                                                               |                           
|3.35(8)        | Addendum to Settlement Agreement, dated June 28, 2002 between the Company and Castles n Coasters                                                                                                                   |                           
|31.1           | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |                           
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                        |                           



(1)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F as originally filed on May 30, 1997.

(2)

Confidential treatment with respect to certain information contained herein has been granted by the Securities and Exchange Commission pursuant to an Order under Rule 24b-2 of the Securities Exchange Act of 1934, issued on November 4, 1997.

(3)

Previously filed with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 2 to Form 20-F as filed on October 10, 1997.

(4)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F as filed on March 1, 1999.

(5)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F filed on January 31, 2000.

(6)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F filed on January 26, 2001.

(7)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F filed on January 30, 2002.

(8)

Previously filed with the Securities and Exchange Commission as an exhibit to the Form 20-F filed on January 29, 2003.

---



Exhibit 31.1



CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Ralph Proceviat, certify that:



1.

I have reviewed this annual report on Form 20-F of ThrillTime Entertainment International 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 quarterly 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.

I am 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 my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;



5.

I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of 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



6.

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:  February 3, 2004



/s/ Ralph Proceviat

Ralph Proceviat,

Chief Executive Officer,

Chief Financial Officer

---

Exhibit 32.1







CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF

FINANCIAL OFFICER PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002







In connection with the Annual Report of ThrillTime Entertainment International, Inc. (the Company) on Form 20-F for the period ended July 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ralph Proceviat, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Ralph Proceviat



Chief Executive Officer and Chief Financial Officer

February 2, 2004