SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 2004

                           Commission File No. 0-29320

                             EIGER TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

                                 Ontario, Canada
                 (Jurisdiction of incorporation or organization)

                            330 Bay Street, Suite 602
                            Toronto, Ontario M5H 2S8
                    (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, without par value
                                (Title of Class)

              Securities 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  stock as of the close of the  period  covered  by the annual
report: 38,860,174 Common Shares without par value.

Indicate by 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 |_| Item 18 |X|

                                                           The Index to Exhibits
                                                           is found at Page 34

<PAGE>

FORWARD LOOKING STATEMENTS

Forward-Looking  Information  is Subject to Risk and  Uncertainty.  This  report
contains  certain  "forward-looking  statements"  within the meaning of the U.S.
Private Securities  Litigation Reform Act of 1995. When used in this report, the
words  "estimate,"  "project,"  "intend,"  "expect,"  "anticipate"  and  similar
expressions  are intended to identify  forward-looking  statements.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report.  These statements are subject to risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  contemplated  in  such   forward-looking   statements.   Such  risks  and
uncertainties  include,  but are not  limited  to,  those  identified  under the
subheading "Risk Factors" in Item 3 hereof.


                                    GLOSSARY

The  following is a glossary of some terms that appear in the  discussion of the
business of the Company as contained in this Annual Report.

The  following is a glossary of some terms that appear in the  discussion of the
business of the Company as contained in this Annual Information Form.

"electronic ballasts"      A component  that starts a fluorescent lamp.

"LAN"                      "Local Area  Network"  is a group of PC's,  computers
                           and peripheral devices that are linked together where
                           each device is located in close  proximity to all the
                           other devices.  LANs typically consist of a number of
                           PC's, shares printers, shared directories and files.

"peripherals"              A peripheral is a device,  which can be attached to a
                           PC  and is  controlled  by  its  processor.  Examples
                           include printers and modems.

"VoIP"                     Voice  over  Internet  Protocol  is a  term  used  in
                           telecommunications   for  a  set  of  facilities  for
                           managing  the  delivery  of  voice  information  over
                           broadband.  A  major  advantage  of  VOIP  is that it
                           avoids  the  tolls  charged  by  ordinary   telephone
                           service.


                                       2
<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

                                     PART I

Item 1.    Identity of Directors, Senior Management and Advisors           4
               Not Applicable
Item 2.    Offer Statistics and Expected Timetable - Not Applicable        4
Item 3.    Key Information                                                 4
Item 4.    Information on the Company                                      9
Item 5.    Operating and Financial Review and Prospects                   14
Item 6.    Directors, Senior Management and Employees                     17
Item 7.    Major Shareholders and Related Party Transactions              20
Item 8.    Financial Information                                          21
Item 9.    The Offer and Listing                                          22
Item 10.   Additional Information                                         24
Item 11.   Quantitative and Qualitative Disclosure about Market Risk
               Not Applicable                                             32
Item 12.   Description of Securities Other than Equity Securities
               Not Applicable                                             32

                                     PART II

Item 13.   Defaults, Dividend Arrearages and Delinquencies
               Not Applicable                                             33
Item 14.   Material Modifications to the Rights of Security Holders and
           Use of Proceeds - Not Applicable                               33
Item 15.   Controls and Procedures                                        33
Item 16.   Reserved                                                       33
Item 16A.  Audit Committee Financial Expert                               33
Item 16B.  Code of Ethics                                                 33


                                    PART III

Item 17. Financial Statements - Not Applicable                            34
Item 18. Financial Statements                                             34
Item 19. Exhibits                                                         34

SIGNATURES


                                       3
<PAGE>

                                     PART I

Item 1. Identity of Directors, Senior Management and Advisers

   Not Applicable.

Item 2. Offer Statistics and Expected Timetable

   Not Applicable.

Item 3. Key Information

A. Selected financial data.

The selected consolidated  financial information set out below has been obtained
from financial  statements that reflect the Company's business  operations.  The
financial statements have been prepared in accordance with accounting principles
generally  accepted in Canada. For reconciliation to US GAAP refer to Note 14 of
the attached  audited  statements.  The following table  summarizes  information
pertaining to operations of the Company for the last five years ended  September
30, 2004.

<TABLE>
<CAPTION>
                                     2004            2003            2002            2001            2000
                                     ----            ----            ----            ----            ----
<S>                           <C>             <C>             <C>            <C>              <C>
Working Capital               ($3,511,000)     $4,942,000       ($400,000)     $4,942,000     $12,815,000

Revenue                       $12,825,000     $19,325,000     $22,722,000     $19,325,000     $30,070,000

Income (Loss) from
Operation:                    ($3,396,000)    ($7,414,000)    ($5,238,000)   ($20,327,000)      ($693,000)

Income (Loss) from
Continuing Operation:         ($3,732,000)    ($3,987,000)    ($5,238,000)   ($20,327,000)      ($629,000)

Net Income (Loss):            ($6,438,000)    ($7,414,000)    ($5,238,000)   ($20,327,000)      ($693,000)

Earnings (Loss) per Share:         ($0.17)         ($0.20)         ($0.15)         ($0.59)         ($0.03)

Total Assets:                  $7,048,000     $15,778,000     $23,758,000     $30,721,000     $57,145,000

Net Assets:                    $3,274,000      $9,159,000     $16,123,000     $21,127,000     $38,348,000

Long Term Debt:                  $347,000      $1,036,000        $940,000      $1,014,000      $1,488,000

Total Liabilities:             $3,774,000      $9,791,000      $9,508,000     $10,265,000     $15,501,000

Share Capital:                $43,297,000     $42,235,000     $42,685,000     $42,235,000     $42,001,000

Retained Earnings
(Deficit):                   ($40,023,000)   ($33,743,000)   ($26,329,000)   ($21,091,000)      ($764,000)

Number of Shares:              38,860,174      37,608,951      36,615,853      36,215,853      33,945,858
</TABLE>


                                       4
<PAGE>

CURRENCY EXCHANGE INFORMATION

The  Company's  accounts  are  maintained  in Canadian  dollars.  In this Annual
Report,  all dollar  amounts are  expressed  in Canadian  dollars  except  where
otherwise indicated.

The  following  table sets forth,  for the periods  indicated,  the high and low
rates of exchange of Canadian dollars into United States dollars, the average of
such exchange rates on the close of each day during the periods,  and the end of
period rates.  Such rates are shown as, or are derived from, the  reciprocals of
the Bank of Canada nominal noon exchange rates in Canadian dollars.

--------------------------------------------------------------------------------
                                Fiscal Year Ended
                                  September 30
--------------------------------------------------------------------------------

                                2004       2003       2002       2001       2000

High                          0.7912     0.7506     0.6654     0.6711     0.6984

Low                           0.7159     0.6254     0.6179     0.6319     0.6604

Average                       0.7550     0.6854     0.6359     0.6515     0.6795

Period                        0.7912     0.7408     0.6300     0.6335     0.6651

On March 29, 2005 the  exchange  rate of  Canadian  dollars  into United  States
dollars, based upon the Bank of Canada nominal noon exchange rate was Cdn. $1.00
equals U.S. $0.8240.

The following  table sets forth,  for the most recent  previous six months,  the
high and low rates of exchange of Canadian  dollars into United States  dollars.
The latest practicable date for March was on March 29, 2005.

         MAR        FEB        JAN         DEC        NOV        OCT
         2005       2005       2005        2004       2004       2004

High     0.8320     0.8131     0.8342      0.8433     0.8493     0.8199
Low      0.8024     0.7958     0.8051      0.8056     0.8150     0.7859


                                       5
<PAGE>

B. Capitalization and indebtedness.

      Not Applicable.

C. Reasons for the offer and use of proceeds.

      Not Applicable.

D. Risk factors.

The Company's  operations  are subject to a variety of risks and  uncertainties.
The following  factors are to be considered a list of known  material risks that
are specific to the Company or its industries.

Foreign Operations

The Company  derived 38% of its revenue from outside of North America and 40% of
its revenue  from the U.S. in fiscal  2003.  International  sales are subject to
certain risks, including unexpected changes in legal and regulatory requirements
and policy changes affecting the Company's markets; changes in tariffs, currency
exchange  rates  and  other  barriers;   political  and  economic   instability;
difficulties  in  accounts  receivable  collection;   difficulties  in  managing
distributors  and  representatives;  difficulties  in  protecting  the Company's
intellectual  property;  and  potentially  adverse  tax  consequences.  See also
"Foreign Exchange Rate" below.

Management of the Growth of the Company

The  implementation of the Company's  business strategy could result in a period
of rapid growth.  This growth could place a strain on the Company's  managerial,
operational and financial  resources and information  systems.  Future operating
results  will  depend on the  ability  of senior  management  to manage  rapidly
changing  business  conditions,  and to  implement  and  improve  the  Company's
technical, administrative, financial control and reporting systems. No assurance
can be given that the  Company  will  succeed in these  efforts.  The failure to
effectively  manage and improve these systems could increase the Company's costs
and adversely affect its ability to sell and deliver its products and services.

Competition

The Company faces  competition in each of its markets and has competitors,  many
of which are larger and have greater financial resources than the Company. There
can be no  assurance  that  the  Company  will be able to  continue  to  compete
successfully  in its  markets.  Because the Company  competes,  in part,  on the
technical advantages and cost of its products, significant technical advances by
competitors  or the  achievement  by  such  competitors  of  improved  operating
effectiveness  that  enable them to reduce  prices  could


                                       6
<PAGE>

reduce  the  Company's  competitive  advantage  in these  products  and  thereby
adversely affect the Company's business and financial results.

New Products and Technological Change

The market for the  Company's  products  is  characterized  by rapidly  changing
technology,  evolving industry standards and frequent new product introductions,
which may be  comparable or superior to the  Company's  products.  The Company's
success  will depend upon market  acceptance  of its  existing  products and its
ability to enhance its  existing  products  and to  introduce  new  products and
features to meet changing customer requirements.  There can be no assurance that
the Company will be successful in identifying,  manufacturing  and marketing new
products or enhancing its existing products on a timely and cost-effective basis
or that such new products will achieve market acceptance. In addition, there can
be no  assurance  that  products or  technologies  developed  by others will not
render the Company's products or technologies non-competitive or obsolete.

New Market Development

There can be no assurance that the Company will be able to identify, develop and
export to countries or geographic areas in which it is not presently selling.

Going Concern

The  Company's  continued  existence as a going  concern is  dependent  upon the
Company's ability to raise additional capital, to increase sales, and ultimately
become profitable.  Should the Company be unable to continue as a going concern,
it may be unable to  realize  the  carrying  value of its assets and to meet its
liabilities as they become due.

Intellectual Property

The Company has not obtained  patent  protection  nor  registered  trademarks or
copyrights for all of its proprietary technology or products. As the Company has
not protected all of its  intellectual  property,  its business may be adversely
affected  by  competitors  copying  or  otherwise  exploiting  features  of  the
Company's technology, products, information or services.

Employment Contracts/Reliance Upon Officers

The  Corporation  has not entered into an  employment  contract  with all of its
executive officers, upon whose personal efforts and abilities the Corporation is
largely  dependent.  The  loss or  unavailability  to the  Corporation  of these
individuals  may  have  a  materially  adverse  effect  upon  the  Corporation's
business.

Legal Proceedings Against Foreign Persons

The  Corporation's  jurisdiction  of  incorporation  falls under the laws of the
Province of Ontario, Canada, and all of the Corporation's officers and directors
are  residents of Canada.  Consequently,  it may be difficult  for United States
investors  to effect  service of  process  within  the  United  States  upon the
Corporation  or its officers and  directors,  or to realize in the United States
upon judgements of United States courts  predicated upon civil


                                       7
<PAGE>

liabilities  under U.S.  securities laws.  Furthermore,  it may be difficult for
investors  to enforce  judgments  of the U.S.  against the Company or any of the
Company's  non-U.S.   resident   executive  officers  or  directors.   There  is
substantial  doubt whether an original lawsuit could be brought  successfully in
Canada  against any of such persons or the  Corporation  predicated  solely upon
civil liabilities arising under U.S. securities laws.

Dependence on Key Personnel and Skilled Employees

The success of the Company is dependent, in large part, on certain key personnel
and on the ability to motivate,  retain and attract highly skilled persons.  The
employment market for skilled technology employees is extremely tight. There can
be no assurance  that the Company  will be able to attract and retain  employees
with  the  necessary  technical  and  technological   skills  given  the  highly
competitive  state of the employment market for these  individuals.  The loss of
such  services  or the  failure by the Company to continue to attract and retain
other key personnel may have a material adverse effect on the Company, including
its  ability to develop  new  products,  its  ability to grow  earnings  and its
ability to accelerate revenue growth.

Risks of International Business

The Company  currently has production  facilities in Asia and North America.  As
well, the

Company  distributes,  markets  and  sells  its  products  in  numerous  foreign
countries.  Accordingly,  the  Company is subject to the risks  associated  with
producing  and  selling  in  international  markets.  These  risks  include  the
imposition of tariff and non-tariff  barriers to trade  requirements  for export
licenses local business regulation including the imposition of taxes.

Relationship with Production Employees

Although  the  employees  of the  Company  are not  unionized,  there  can be no
assurance that this will not occur.  Management of the Company is of the opinion
that the unionization of its operations  would have a detrimental  effect on the
Company's ability to remain competitive.

Uncertain Operating Results

The  Company's   operating   results  have  varied  and  may  continue  to  vary
significantly   depending   on  such  factors  as  the  timing  of  new  product
announcements,  increases  in the cost of raw  materials  and changes in pricing
policies of the Company and its competitors.  The market price of the Shares may
be highly volatile in response to such fluctuations.

Foreign Exchange Rate

Material  appreciation of the Canadian dollar against the US dollar would reduce
the  profitability  of the Company's U.S. sales.  The Company is also exposed to
exchange rate  fluctuations  in the U.S. and Canadian  dollar against the Korean
Won.

Political Climate in South Korea and China

Political  instability  in South  Korea  or  China  may  negatively  affect  the
Company's  ability to manufacture  its products on a timely basis,  resulting in
product  shortages.  Management


                                       8
<PAGE>

is unaware of any present evidence of political instability of this magnitude in
South Korea or China.

Item 4. Information on the Company

  A. History and development of the company.

The  Company  entered  the  energy  efficient  lighting  business  in 1991.  The
Company's two main operating  subsidiaries  in this non-core  business have been
K-Tronik and ADH Custom Metal  Fabricators Inc.  ("ADH").  ADH operated from the
Company's 55,000 square foot  manufacturing and engineering  facility located in
Stratford,  Ontario.  ADH  manufactured  and distributed  transformer  housings,
switch housings and electronic data racks, as well as fluorescent light fixtures
and reflectors. ADH was wound-up in August 2003.

On April 1, 1998, the Company  purchased 53% of the common stock of K-Tronik for
$275,000,  plus options  entitling  the holders to acquire up to 250,000  common
shares of the Company.  During fiscal 1998, the Company  consolidated two of its
South Korean subsidiaries, Energy Products, Inc. (its South Korean energy saving
products sales arm) and (a manufacturer of electronic  ballasts) and, which were
eventually  combined under the name "K-Tronik Asia, Inc." The Company  currently
is a 64%  shareholder  of K-Tronik.  On September 15, 2000, the Company sold its
60% interest in Lexatec VR Systems, Inc. to facilitate focussing on Eiger's core
business at the time. On December 15, 2004,  K-Tronik  entered into an agreement
to sell all of its  interest in K-Tronik  N.A.  Inc. and the fixed assets of its
subsidiary, K-Troniks Asia Ltd. It is expected that K-Tronik International Corp.
will no longer be engaged in the  business  of  manufacturing,  distributing  or
selling electronic ballasts.

The  Company  entered the  computer  peripheral  business  following a series of
transactions  in September  1999 that has since resulted in the Company owning a
58% interest in Eiger Net of South Korea. This was affected through payment of a
US $1,000,000 cash consideration and 500,000 common shares of the Company issued
for a combined  aggregate value of US $1,500,000.  Additionally,  600,000 common
shares of the  Company  were  issued  on  February  29,  2000  pursuant  to this
agreement.  On July 31, 2004, the remaining operating management shareholders of
Eiger Net, Inc. in South Korea acquired  Eiger's interest in Eiger Net, Inc. for
a nominal sum as required by South  Korean  law. As such,  the  purchasers  will
assume all of the outstanding liabilities of Eiger Net, Inc. as at that date.

The Company  entered  into the VoIP  telecom  services  business  when,  through
Onlinetel  Corp.,  it acquired 100% of the shares of Onlinetel,  Inc.  through a
Share Exchange agreement under the provisions of Chapter 92a of the NGCL (Nevada
General  Corporate  Law).  99.97% of  Onlinetel's  shares  have  been  exchanged
pursuant to the Share Exchange Agreement. Eiger has issued 1,800,000 shares on a
pro rata basis for 100% of the shares of Onlinetel, Inc.

As  consideration  for the  acquisition  of Onlinetel,  Inc.  Eiger will issue a
maximum of 9,000,000  common shares which shall be comprised of 1,800,000 shares
issued to the


                                       9
<PAGE>

former  shareholders  of  Onlinetel  and up to an  additional  7,200,000  shares
pursuant to an earn out provision  totalling  1,800,000  shares per year, over a
period of four years,  with  possible  extension  provisions  for an  additional
period  of four  years,  based on  Onlinetel's  ability  to meet  the  following
operating benchmarks and Eiger's approval:

     ----------------------------------------------------------------------
                       2002          2003           2004         2005
     ----------------------------------------------------------------------
     REVENUE       $19,083,488   $37,347,766    $50,849,180   $59,867,184
     ----------------------------------------------------------------------
     NET INCOME    $ 2,442,015   $ 6,212,532    $ 9,352,747   $13,848,741
     ----------------------------------------------------------------------

Under the formula in the  agreements,  if any of the above targets is not met in
any of the above noted years,  any gross sales or net income  earned or achieved
in that year is added to the targets of subsequent  years.  The common shares of
the  company  to be issued in  respect  of those  targets  are to be  considered
cumulative and can be achieved in any subsequent year in respect of the terms of
the agreement, if extensions are granted by Eiger.

On March 18,  2004,  Newlook  completed  an  agreement  to  acquire  100% of the
outstanding  common shares of Onlinetel by issuing  12,727,273  common shares of
Newlook to Eiger.  A further  7,272,727  common  shares  were issued to Eiger in
settlement  of  $1,200,000  of debt owing from  Onlinetel to Eiger.  Immediately
prior to the transaction,  Eiger owned 100% of the shares of Onlinetel, and over
80% of the shares of Newlook.

Recent Financings

2004 Newlook Private Placement

On March 18, 2004,  Newlook closed a private placement of 1,000,000 units of its
securities at a price of $1.00 per unit. Each unit is comprised of one share and
one warrant. Each warrant is convertible to one common share for a period of one
year at an exercise  price of $1.25 per share.  Newlook has the right to request
the exercise of the  warrants if its common  shares equal or exceed $2.00 for 10
or more consecutive  trading days. The private  placement was fully  subscribed,
for which Newlook received proceeds of $1,000,000.

March 2003 Private Placement

On March 27, 2003, the Company closed a private placement of units at $0.45 with
a 1-year  warrant to  purchase  an  additional  share for $0.55.  The shares and
warrants  comprising the private  placement carried a hold period of four months
commencing from the date of their issuance, being July 26, 2003. Insiders of the
company  purchased a total of 310,598 units at $0.46 per unit.  The higher price
to insiders  resulted in the  issuance  of 993,098  units for total  proceeds of
$450,000.

Other Recent Developments

Eiger takes Onlinetel Public


                                       10
<PAGE>

Newlook  closed its  acquisition  of all the issued  and  outstanding  shares of
Onlinetel  from Eiger on March 18, 2004. On November 18, 2003,  Newlook  entered
into the  agreement  to  acquire  all of the issued  and  outstanding  shares of
Onlinetel from Eiger. As consideration for the acquisition, Newlook was to issue
a total of  20,000,000  common  shares to Eiger at $0.165 per share for a deemed
value for the transaction of $3,200,000.  On February 18, 2004,  Newlook entered
into an  agreement to settle  $1,200,000  of debt which was owed by Onlinetel to
Eiger by issuing 7,272,727 common shares to Eiger. Concurrently with the signing
of the debt settlement agreement,  the Onlinetel agreement was amended to reduce
to  12,727,273  the number of shares  issued to Eiger as  consideration  for the
Onlinetel shares. The February 18, 2004 amendment to the Onlinetel agreement and
the debt  settlement  agreement  did not change the total number of shares to be
issued  to Eiger  by the  Company.  This  number  remained  at  20,000,000.  The
20,000,000  shares of Newlook  issued to Eiger under the terms of the  Onlinetel
agreement  and the debt  settlement  agreement are subject to a six year Tier II
surplus security escrow agreement.

Eiger takes K-Tronik Public

On January 21,  2004,  Eiger's  majority-owned  subsidiary,  K-Tronik  commenced
trading on the NASDAQ OTCBB under the symbol "KTRK".  Eiger  currently owns 14.4
million common shares or 64% of K-Tronik.

  B. Business overview.

The Company has two principal subsidiaries, namely, Newlook Industries Corp. and
K-Tronik International Corp.

NEWLOOK INDUSTRIES CORP.

Newlook  Industries  Corp.  ("Newlook")  has a 100% ownership stake in Onlinetel
Corp., a next-generation telecommunications software and services company, which
harnesses the power of  proprietary  soft-switch  technology to deliver state of
the  art  Voice  over  Internet  Protocol  (VoIP)   communication   services  to
individuals,   businesses  and  carriers.   Utilizing  soft  switch  technology,
Onlinetel converts analog voice conversations to digital I.P. packets and routes
voice calls,  phone-to-phone,  over the  Internet  from any wireless or landline
connection.  The integration of voice and data networks  eliminates the need for
traditional   telecom   services   and  provides  a   substantial   increase  in
communication cost efficiencies.

By  leveraging  its  technology  platform and scalable  network  infrastructure,
Onlinetel  has taken  advantage  of  disruptive  pricing and  delivers  multiple
communication  offerings to its customers.  Onlinetel offers telephony  services
for  international  calling,  long  distance  calling  subscriptions  plans  and
Internet access. Through its Intelliswitch application,  Onlinetel has pioneered
and developed a new media for advertisers,  enabling  individuals and businesses
to benefit  from free long  distance  while  sponsors  benefit  from  one-to-one
advertisements  to  callers.  Through  the  use  of  the  proprietary  "Ad-Tree"
software, sponsors are able to focus on a targeted consumer base.


                                       11
<PAGE>

Onlinetel delivers  toll-quality  communications at some of the most competitive
long distance rates possible. With reduced investment cost burdens,  Onlinetel's
soft-switch   technology   reliably  scales  to  service  millions  of  callers.
Onlinetel's  continued expansion of its own national network along with seamless
and virtual  connections  worldwide with leading  carriers  extends  Onlinetel's
reach to the global  community.  Onlinetel's  operations  have been  serving the
Canadian market for over 14 years.

K-TRONIK INTERNATIONAL CORP.

On December 15, 2004, K-Tronik  International Corp. entered into an agreement to
sell all of its interest in K-Tronik N.A. Inc.  ("KTNA") and the fixed assets of
its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the Agreement call for
KTA to use the  purchase  proceeds to retire the debts of KTA to the  purchaser.
Upon final closing of the agreement,  it is expected that the purchaser will own
all of the issued and  outstanding  shares of KTNA and the assets of KTA.  It is
further expected that K-Tronik  International Corp. will no longer be engaged in
the business of  manufacturing,  distributing  or selling  electronic  ballasts.
Eiger sees this as a step in  restructuring of debt in its subsidiaries and upon
completion  of this  transaction,  K-Tronik will be reviewing  opportunities  to
enhance shareholder value through acquisition.

Description of Principal Products

Newlook  serves the retail and  business  market  segments of the long  distance
industry across Canada through its subsidiary, Onlinetel. Onlinetel's foundation
blocks are a national and scalable  VoIP  network  infrastructure,  toll-quality
service and offering some of the most  competitive long distance rates possible.
Upon these foundation blocks,  Onlinetel provides multiple  innovative  products
and  services,  producing  four main  revenue  streams.  These  revenue  streams
include:

      1.    Call Zone/Call World - Free, sponsor-subsidized, ad-based provincial
            calling with no-ad international calling.

      2.    Subscription  Plans - Traditional  long distance and Internet  plans
            for the residential and small office/home office ("SOHO") market.

      3.    Advertising - New media  services for sponsors on the Call Zone free
            calling network.

      4.    10-10-580 -  Dial-around  services  for  pay-per-call  domestic  and
            international calling.

During fiscal 2004, the K-Tronik subsidiary served the retrofit and new building
electronic  fluorescent  light ballast market in the USA, Canada,  South America
and Korea.  K-Tronik energy efficient  electronic  ballasts were manufactured in
China with research and development facilities in both Asia and the U.S.


                                       12
<PAGE>

Sales and Revenue Analysis

Sales                         Fiscal 2004         Fiscal 2003    Fiscal 2002
-----------------------------------------------------------------------------

Electronic Ballasts           $  7,329,000       $  9,152,000    $10,107,000

Computer Peripherals          $        nil       $  8,638,000    $ 5,882,000

Telecommunication Services    $  5,496,000       $  4,932,000    $ 1,918,000

Fabricated Products           $        nil       $    787,000    $ 1,418,000

The  electronic  ballasts  are  distributed  in the  United  States,  while  the
VoIP-based  telecommunication  services are offered to the Canadian market.  The
computer  peripherals and fabricated products businesses have been discontinued.
The Company's main businesses are not seasonal.

Marketing and Distribution Channels

The Company's Newlook  subsidiary markets its telephony services through various
advertising and promotional medium,  including its own advertising based calling
network  and  internal  sales  staff.  By  focusing  on  delivering  Canadians a
high-quality,  premium-value  service offering  competitive  national rates, the
subscription base has expanded through customers' word of mouth.

The K-Tronik  subsidiary has an extensive  distribution  network that includes a
head office sales force coupled with regional  sales  representatives.  This has
allowed  K-Tronik to sell to a broad base of customers in the  construction  and
retrofit sector of the U.S.

  C. Organizational structure.

The  following  is a list of each  material  subsidiary  of the  Company and the
jurisdiction of incorporation and the direct or indirect percentage ownership by
the Company of each subsidiary:

                                                           Percentage of Voting
                                         Jurisdiction of        Securities
       Name of Subsidiary                 Organization      Owned of Controlled
--------------------------------------------------------------------------------
Newlook Industries Corp.  ("Newlook")    British Columbia            90%

K-Tronik International Corp.                 Nevada                  64%
("K-Tronik")


                                       13
<PAGE>

The  following  is  an  organizational  chart  showing  the  Company's  material
subsidiaries:

                     -------------------------------------
                             Eiger Technology, Inc.
                     -------------------------------------
                                      |
                                      |
            ----------------------------------------------------
            |                                                   |
            |  64%                                         90%  |
            |                                                   |
   -------------------                               --------------------------
        K-Tronik                                      Newlook Industries Corp.
   International Corp.                               (a British Columbia corp.)
     (a Nevada corp.)
   -------------------                               --------------------------
                                                                |
                                                                |
                                                          100%  |
                                                     --------------------------
                                                          Onlinetel Corp.
                                                         (a Canadian corp.)
                                                     --------------------------

   D. Property, plants and equipment.

The Company sold its manufacturing facility and land in Stratford,  Ontario that
previously  housed  the  operations  of ADH Custom  Metal  Fabricators  Inc.  on
November 30, 2004.

Item 5. Operating and Financial Review and Prospects

The  information  provided in this section  endeavors to summarize the company's
financial  condition  and  results  of  operations  for the  periods  specified,
including  the causes for material  changes to provide an  understanding  of the
company's  business  as a whole.  The  information  also  attempts to relate all
separate segments of the company. The discussion provided therein should be read
in conjunction with the Company's  consolidated financial statements and related
notes.

   A. Operating results.

Comparative Analysis Between Fiscal 2004 and 2003

For the fiscal year ended  September  30,  2004,  net loss before  non-recurring
items of $3,396,000  ($0.09 per share) improved 18% from  $4,124,000  ($0.11 per
share)  during  the  prior  year.  Reported  net  loss  (including  discontinued
operations and non-recurring  items) of $6,438,000 ($0.17 per share) compared to
$7,551,000  ($0.21 per share) during the previous year.  Revenues for the period
were  $12,825,000,  compared to $22,722,000 in the preceding year.  Revenue from
ongoing operations were as follows:


                                       14
<PAGE>

($'000s) FYE-Sept.            2003         2003     Increase (Decrease)
Eiger Net                        *        8,638                    n.a.
K-Tronik                     7,329        9,152                    -20%
Newlook                      5,496        4,932                    +11%
                            ------       ------
Total                       12,825       22,722                    -44%
                            ======       ======
* - discontinued operations

Consolidated operating expenses from continuing operations of $6,281,000 for the
year ended  September 30, 2004 decreased 19% from $7,796,000 in fiscal 2003. The
largest component of operating  expenses is selling,  general and administrative
expenses ("SG&A"),  which consists  primarily of salaries and benefits,  and the
operating costs associated with sales.  Consolidated  SG&A of $5,375,000 for the
year ended September 30, 2004 decreased 17% from $6,500,000 in fiscal 2003.

Comparative Analysis Between Fiscal 2003 and 2002

Revenues for the fiscal year ending  September  30, 2003  increased 18% to $22.7
million from $19.3 million during the prior year.  Loss from  operations (net of
unusual items) for the period was $4.0 million ($0.11 per share),  compared to a
loss of $5.2  million  ($0.15 per share)  during the prior year.  Unusual  items
totaling  $3.4 million  ($.09 per share) are  comprised of  non-recurring  items
relating to the write-down of certain capital assets, inventory and goodwill and
the  discontinued  operations  of ADH Custom Metal  Fabricators,  Inc.  ("ADH").
Revenue from ongoing operations were as follows:

($'000s) FYE-Sept.           2003          2002      Increase (Decrease)
Onlinetel                   4,932         1,917                    +157%
Eiger Net                   8,638         5,882                     +47%
K-Tronik                    9,152        10,107                      -9%
Newlook                     n.a.*         1,418                     -44%
                           ------        ------
Total                      22,722        19,324                     +18%
                           ======        ======
* - discontinued operations

Onlinetel  and Eiger Net drove  Eiger's  considerable  revenue  growth in fiscal
2003. Onlinetel  experienced a significant increase in revenues as the company's
core operations shift  increasingly  towards the rapidly  expanding  residential
market.  Eiger  Net's  dramatic  revenue  growth  was  primarily  the  result of
increased  consumer demand for its products due to the improving global economy.
Newlook's  revenues were  categorized as discontinued  operations as a result of
its May 2003  announcement that it would be ceasing its ADH business and closing
its manufacturing facility. ADH operations were wound-up in August 2003.

Operating  expenses  decreased 17% for fiscal 2003 to $8,166,000 from $9,809,000
for the same period last year.  Selling,  general  and  administrative  expenses
("SG&A")  decreased by 20% in the fiscal year to $6,750,000  from  $8,451,000 in
the prior year.  SG&A  consists  primarily  of salaries  and  benefits,  and the
operating costs associated with sales.  Amortization of capital assets, goodwill
and other assets increased to $908,000 from


                                       15
<PAGE>

$797,000 in the previous year mainly due to the relatively  larger capital asset
base existing during fiscal 2003. Interest on long-term debt, other interest and
bank  charges  decreased  to $508,000 in fiscal 2003 from  $561,000 in the prior
year.

   B. Liquidity and capital resources.

Cash at September  30, 2004 was  $245,000,  down from  $618,000 at September 30,
2003. The Company's accounts  receivables declined to $2,221,000 from $3,598,000
while  accounts   payable/accrued   liabilities  increased  to  $5,103,000  from
$4,569,000 at September 30, 2003, respectively during the fiscal year.

   C. Research and development, patents and licenses, etc.

Research and development  expenses were nil (nil:  2003; nil: 2002) for the year
ended  September  30,  2004 as the Company is no longer  active in the  computer
peripherals business.

   D. Trend information.

The Company is currently  affected by several industry trends. One trend is that
of the expansion of Voice over Internet  Protocol (VoIP) usage in North America.
VoIP is expected to a high growth  market over the next few years.  For example,
IDC Canada  forecasts  that the VoIP market in Canada will have an annual growth
rate of 85% and will reach over $442 million in 2006.

According to IDC Canada,  total retail VoIP minutes in Canada were  estimated at
153 million  minutes in 2001 and are expected to grow to 5.5 billion  minutes by
2006, for a CAGR of 105%. The impetus for this growth is the competitive  threat
that VoIP poses to providers of traditional telecom services.  Essentially, VoIP
substantially  increases  communication  cost  efficiencies by running voice and
data over a single  integrated  infrastructure  and  bypassing  traditional  per
minute telecommunication usage rates.

Through its majority-owned  subsidiary,  Newlook,  Eiger is positioned to play a
principal role in the Canadian VoIP services market.  Advertising  based calling
networks have been launched nationally in order to significantly expand its user
base and introducing several potentially  lucrative VoIP products to its growing
user  base  including  lowest  cost  10-10  based   international   calling  and
residential  and corporate flat rate  subscription  plans for unlimited  calling
between major centers nationally.

   E. Off-balance sheet arrangements.

The Company has no off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on the Company's financial  condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or capital  resources  that are  material  to
investors.


                                       16
<PAGE>

Item 6. Directors, Senior Management and Employees

   A. Directors and senior management.

The  following  is a list of the current  directors  and senior  officers of the
Company,  their  municipalities  of residence,  their current  position with the
Company and their principal occupations:

Gerry A. Racicot           Norwich ON         President, C.E.O., and Director

Director since August 21, 1992.

Mr. Racicot has a long career in administration, management and self-employment.
The majority of these years were spent as an Investment  Account  Executive at a
major Canadian brokerage house (Burns Fry), import/export wholesale distribution
and retail  business (Red Mountain  Holdings  Inc. - Stedmans).  Mr.  Racicot is
wholly involved in managing Eiger's business operations.

Jason R. Moretto           Vaughan ON         C.F.O. and Director

Director since January 5, 2004.

Mr. Moretto is a Chartered  Financial Analyst and Certified  General  Accountant
whose  previous  experience  includes  equity  research  and  practicing  as  an
accountant  in both  industry and public  practice.  He also holds a Bachelor of
Commerce  degree from the University of Toronto.  Mr. Moretto is wholly involved
in managing Eiger's business operations.

Sidney S. Harkema          Orillia ON         Director

Director since August 22, 1992.

Mr. Harkema founded and built one of Canada's largest  privately owned transport
and express  companies  (Harkema  Trucking  Group).  He served as President  and
Chairman  of the Board  for 27 years.  He has  since  sold the  entire  trucking
operation, cartage equipment and all 18 terminals located throughout the country
and has  devoted  his  time to  public  service  organizations  (principally  as
Chairman of the Huntley St. Group of Ministries). Mr. Harkema is not involved in
managing Eiger's daily business operations.

Roland P. Austrup          Port Sydney ON     Director

Director since April 10, 2003.

Mr.  Austrup is president  and CEO of  Integrated  Managed  Futures  Corp.,  the
managed futures subsidiary of Integrated Asset Management (IAM), a Toronto-based
asset  manager  with $1.3  billion  under  management.  Mr.  Austrup has been an
important  bridge between the investment  community and Eiger  Technology in the
past. Mr. Austrup is not involved in managing Eiger's daily business operations.

Philip Cassis              St. Thomas ON      Director

Director since March 22, 2005.


                                       17
<PAGE>

Mr. Cassis is a director and former president of China Diamond Corp. He has been
responsible for many aspects of capital management and financing for a number of
private  and  publicly  traded  companies  in Canada and in the U.S.  He is also
president of Nu Media Systems and retains interests in international real estate
development  projects.  Mr.  Cassis is not  involved in managing  Eiger's  daily
business operations.

There are no  arrangements  or  understandings  between  any of the  officers or
directors of the Company as to their election or  employment,  nor are there any
family relationships.

   B. Compensation.

For the year ended September 30, 2004 Gerry Racicot was compensated $150,000 for
his role as  President  of the  Company.  For the  same  period,  Jason  Moretto
received $150,000 for his role as CFO of the Company.

A total of 10 persons  served as members of the  administrative,  supervisory or
management  bodies of the  subsidiaries  of the Company  during fiscal 2004. The
aggregate remuneration paid to such persons was approximately $1.0 million.

The following is a list of stock options  granted during the last full financial
year to members of the Company's executives.

Name                 Quantity               Exercise price    Expiry
--------------------------------------------------------------------------------

Gerry Racicot         200,000               $   .96           December 23, 2008
Jason Moretto         200,000               $   .96           December 23, 2008
Gerry Racicot         500,000               $   .85           March 31, 2009
Jason Moretto         250,000               $   .85           March 31, 2009
Sidney Harkema         10,000               $   .85           March 31, 2009
Rob Hoegler            10,000               $   .85           March 31, 2009
Roland Austrup         10,000               $   .85           March 31, 2009

None of the above  options were  exercised  during the  Company's  most recently
completed financial year.

There  are no other  arrangements  under  which,  directors  or  members  of the
Company's  administrative,  supervisory or management  body, were compensated by
the  Company  during  the most  recently  completed  financial  year  for  their
services.

No plan  exists,  and no amount has been set aside or accrued by the  Company or
any of its subsidiaries,  to provide pension, retirement or similar benefits for
directors or officers of the Company, or any of its subsidiaries.

   C. Board practices.


                                       18
<PAGE>

The directors of the Company are elected annually and hold office until the next
annual general meeting of the Company's  shareholders or until their  successors
in office are duly elected or  appointed.  All of the Company's  directors  were
elected at the Company's most recent annual general meeting, which took place on
March 22, 2005.  Under the Company Act (Ontario) the Company is required to hold
an annual  general  meeting no more than 15 months after its most recent  annual
general meeting.

There are no service  contracts with the Company or any of it  subsidiaries  for
the directors providing benefits upon termination of their service.

The  Company  does not have an  executive  committee.  The  audit  committee  is
comprised of Jason Moretto,  Sidney  Harkema,  Roland Austrup and Philip Cassis.
The committee operates within the guidelines of the Toronto Stock Exchange.

   D. Employees.

The Company  and its  subsidiaries  employed  approximately  42 staff  worldwide
during the last fiscal year. The following is a breakdown of persons employed by
main category of activity and  geographic  location for the last full  financial
year:

                  Administrative/   Sales/
Location          Clerical          Marketing        Manufacturing
--------------------------------------------------------------------------------

Canada               14                2                   0
United States         2                5                   2
South Korea           5                5                   7

The reduction in the number of employees from 52 in the prior year was primarily
due to cost controls implemented, eliminating approximately 10 staff.

The Company and its  subsidiaries  have no involvement  with labour unions.  The
Company and its  subsidiaries  do not employ a  significant  number of temporary
employees.

   E. Share ownership.

<TABLE>
<CAPTION>
Name and Address           Occupation                    Director Since         Number of Voting Shares
                                                                                 Beneficially Owned or
                                                                           Controlled Directly or Indirectly
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>                          <C>
Gerry A. Racicot           President, Chief             August 21, 1992              1,724,880(1)
Norwich, ON                Executive Officer and
                           Director

Jason R. Moretto           Chief Financial Officer      January 5, 2004                164,496(2)
Vaughan, ON                and Director of the
                           Company;
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>
Name and Address           Occupation                    Director Since         Number of Voting Shares
                                                                                 Beneficially Owned or
                                                                           Controlled Directly or Indirectly
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>                          <C>
Sidney S. Harkema          Director of the Company;     August 21, 1992              1,514,100(3)
Orillia, ON                retired

Robert Hoegler             Director of the Company     February 23, 1996                   Nil(4)
Richmond, BC               at last fiscal year end;
                           did not stand for
                           re-election on March 22,
                           2005

Roland P. Austrup          Director of the Company;     April 10, 2003                  6,500(5)
Port Sydney, ON            President/CEO of
                           Integrated Managed
                           Futures Corp.
</TABLE>

--------------------------------------------------------------------------------

(1)   Mr. Racicot holds options to purchase 1,800,000 shares.

(2)   Mr. Moretto holds options to purchase 560,000 shares.

(3)   Mr. Harkema holds options to purchase 235,000 shares.

(4)   Mr. Hoegler holds options to purchase 160,000 shares.

(5)   Mr. Austrup holds options to purchase 275,000 shares.

<TABLE>
<CAPTION>
    -----------------------------------------------------------------------------------
                                           Number of Shares
                                         Beneficially Owned or
                                        Controlled Directly or    Percentage of Total
    Name                                      Indirectly            Shares Issued(1)
    -----------------------------------------------------------------------------------
<S>                                            <C>                        <C>
    Directors and Officers as a Group          3,409,976                  8.8%
    -----------------------------------------------------------------------------------
</TABLE>

(1)   Based on a total of 38,860,174  common shares issued and outstanding as at
      March 29, 2005.

At the  discretion  of the Board,  the stock  option  plan may be  exercised  in
consideration  of services  rendered  and to be rendered  by key  personnel  and
consultants to the Company, its subsidiaries and affiliates.

Item 7. Major Shareholders and Related Party Transactions

   A. Major shareholders.

To the Company's knowledge no person holds five percent or more of the Company's
common shares. There has been no significant change in percentage ownership held
by any major shareholder.

All common shareholders have identical voting rights.

There is no  trading  market for the common  shares in the  United  States.  The
following  table  indicates the  approximate  number of record holders of common
shares with U.S.  addresses and portion and  percentage of common shares so held
in the U.S.  The  calculation  is based on the total issued and  outstanding  as
stated in item 6.E.

    Number of             Number of Common            % of Common shares
  U.S. Holders           shares held in U.S.              held in U.S.
-------------------------------------------------------------------------
       13                      2,537,626                      6.53 %


                                       20
<PAGE>

The computation of the number and percentage of common shares held in the United
States is based upon the number of common  shares  held by record  holders  with
United States  addresses  and by trusts,  estates or accounts with United States
addresses as disclosed to the Company  following  inquiry to all record  holders
known to the  trustees,  executors,  guardians,  custodians  or the  fiduciaries
holding  common  shares for one or more trusts,  estates,  or  accounts.  United
States residents may beneficially own common shares held of record by non-United
States residents.

A  substantial  number of common  shares are held in "Street  Name" by trustees,
executors, guardians,  custodians or other fiduciaries,  including depositories,
brokerage  firms and financial  institutions.  Management is unable to determine
the total number of individual shareholders that this represents.

To the Company's  knowledge,  the Company is not directly or indirectly owned or
controlled by another corporation(s) or by any foreign government.

The Management does not anticipate any change in the control of the Company.

   B. Related party transactions.

No director,  executive officer nor any of their associates or affiliates has or
has had an interest in material transactions of the Company.

All  transactions  within  the  corporate  group  are in the  normal  course  of
business,  are  transacted  at fair market  value,  are recorded at the carrying
value at the time and are eliminated upon consolidation.

   C. Interests of experts and counsel.

        Not Applicable

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information.

The following financial  statements have been audited by an independent auditor,
are accompanied by an audit report, and are attached and incorporated herein:

   (a) balance sheet;

   (b) income statement;

   (c) statement showing changes in equity


                                       21
<PAGE>

   (d) cash flow statement;

   (e)  related  notes  and  schedules  required  by the  comprehensive  body of
accounting  standards  pursuant to which the financial  statements are prepared;
and

   (f) a note  analyzing  the changes in each  caption of  shareholders'  equity
presented in the balance sheet.

Incorporated  herewith are the  comparative  financial  statements  covering the
latest two financial years,  audited in accordance with a comprehensive  body of
auditing standards.

Export Sales

Total Sales               Export Sales      Export Sales as % of Total Sales
----------------------------------------------------------------------------
$ 12,825,000              $ 7,329,000                   57.1%

Legal Proceedings

There are no material pending legal  proceedings to which the Company is a party
or of which any of its subsidiaries or properties are subject. Management is not
aware of any material  proceedings  in which any director,  any member of senior
management, or any of the Company's affiliates are a party adverse to, or have a
material interest adverse to the Company or its subsidiaries.

Dividend Policy

The Company has not paid  dividends on the common shares in any of its last five
fiscal years.  The directors of the Company will determine if and when dividends
should be  declared  and paid in the  future  based on the  Company's  financial
position  at the  relevant  time.  All of the common  shares of the  Company are
entitled to an equal share in any dividends declared and paid.

   B. Significant Changes.

There have been no  significant  changes since the date of the annual  financial
statements included in this document.

Item 9. The Offer and Listing.

   A. Offer and listing details.

Information regarding the price history of the stock.


                                       22
<PAGE>

Calendar Period            High (Cdn$)      Low (Cdn$)          Volume

Month Ended

February, 2005             0.30             0.22                  721,200
January, 2005              0.34             0.25                  576,300
December, 2004             0.33             0.22                1,470,500
November, 2004             0.37             0.24                1,444,800
October, 2004              0.42             0.29                  841,300

Quarter Ended

September 30, 2004         0.63             0.36                2,233,400
June 30, 2004              0.97             0.45                2,186,500
March 31, 2004             1.40             0.75                7,447,600
December 31, 2003          1.29             0.42               10,195,800
September 30, 2003         0.58             0.43                4,132,700
June 30, 2003              0.69             0.44                3,301,200
March 31, 2003             0.85             0.42                3,250,400
December 31, 2002          0.84             0.50                3,862,507

Year Ended

September 30, 2002         2.24             0.37               32,601,669
September 30, 2001         3.24             0.35               16,397,600
September 30, 2000        10.30             0.90               37,181,900

Prior  to  October  11,  1996,  all  trades  were  cleared  through  the VSE and
subsequent to that date all trades were cleared on the TSE.

   B. Plan of distribution.

        Not Applicable.

   C. Markets.

The common  shares of the Company  were listed for trading on the Toronto  Stock
Exchange  (the "TSE") on October 11, 1996 and previous to this, on the Vancouver
Stock Exchange (the "VSE") on April 3, 1991 under the symbol "AXA".

The common  shares  were  listed on the NASD OTC  Electronic  Bulletin  Board on
October 8, 1997 and trade under the symbol "ETIFF".

   D. Selling shareholders.

         Not Applicable.

   F. Dilution.

        Not Applicable.

   F. Expenses of the issue.


                                       23
<PAGE>

         Not Applicable.

Item 10. Additional Information.

   A. Share capital.

        Not Applicable.

   B. Memorandum and articles of association.

The Company is  incorporated  under the laws of the Province of Ontario,  Canada
and has been assigned company number 942684, with its registered office situated
at 330 Bay St., Suite 602, Toronto,  ON M5H 2S8, Canada. The telephone number at
that location is (416) 216-8659.

The  purpose  of the  Company  is to perform  any and all  corporate  activities
permissible under Ontario law. A director may vote in respect of any contract or
arrangement  in  which  such  director  has an  interest  notwithstanding.  Such
director's interest and an interested director will not be liable to the Company
for any profit  realized  through and such contract or  arrangement by reason of
such director holding the office of director.  The remuneration of the directors
shall,  from time to time be determined  by the Company by ordinary  resolution.
Directors  of the Company are not required to own shares of the Company in order
to serve as directors.

The share  capital of the Company is an unlimited  number of  authorized  common
shares and  38,860,174  common  shares  outstanding  as at the  fiscal  year end
September 30, 2004 and 38,860,174 as of March 29, 2005.

All common  shares rank equally with other common  shares,  entitling the common
shareholder to one vote at the annual shareholder's meeting.

There are no provisions  for a classified  board of directors or for  cumulative
voting for directors.

There are no limitations on the rights to own  securities,  including the rights
of non-resident or foreign shareholders to hold or exercise voting rights on the
securities.

There are no  provisions  in the Articles of  Incorporation  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 (or any of its subsidiaries).

There are no provisions in the Articles of Incorporation governing the ownership
threshold  above which  shareholder  ownership must be disclosed.  United States
federal law and Ontario  provincial  securities law, however,  requires that all
directors,  executive


                                       24
<PAGE>

officers  and holders of 10% or more of the stock of a company  that has a class
of stock  registered  under the  Securities  Exchange  Act of 1934,  as amended,
disclose such  ownership.  In addition,  holders of more than 5% of a registered
equity security must disclose such ownership.

   C. Material contracts.

The Company  has not  entered  into any  material  contracts,  other than in the
ordinary course of business, during the preceding two years.

   D. Exchange controls.

Canada  has no system  of  currency  exchange  controls.  There are no  exchange
restrictions  on  borrowing  from foreign  countries  nor on the  remittance  of
dividends,  interest,  royalties and similar  payments,  management  fees,  loan
repayments, settlements of trade debts or the repatriation of capital.

The Investment Canada Act (the "ICA"),  enacted on June 20, 1985, requires prior
notification  to the  Government  of Canada on the  "acquisition  of control" of
Canadian  businesses  by  a  non-Canadian,   as  defined  by  the  ICA.  Certain
acquisitions  of control,  discussed  below,  are reviewed by the  Government of
Canada. The term "acquisition of control" is defined as one or more non-Canadian
persons  acquiring all or  substantially  all of the assets used in the Canadian
business,  or the  acquisition  of the voting  shares of a Canadian  corporation
carrying on the Canadian business, or the acquisition of the voting interests of
an entity controlling or carrying on the Canadian  business.  The acquisition of
the  majority  of the  outstanding  shares is deemed  to be an  "acquisition  of
control"  of a  corporation.  The  acquisition  of  less  than a  majority,  but
one-third or more, of the voting  shares of a  corporation  is presumed to be an
"acquisition of control" of a corporation  unless it can be established that the
purchaser will not control the corporation.

Investments  requiring  notification  and review are all direct  acquisitions of
Canadian  business  with  assets  of Cdn.  $5,000,000  or more  (subject  to the
comments  below on WTO  investors)  and all  indirect  acquisitions  of Canadian
businesses  (subject to the comments below on WTO investors) with assets of more
than Cdn.  $50,000,000 or with assets of between $5,000,000 and Cdn. $50,000,000
which  represent  more  than  50%  of  the  value  of  the  total  international
transactions.  In addition,  specific acquisitions or new business in designated
types of business  activities  related to Canada's cultural heritage or national
identity could be reviewed if the  government of Canada  considers that it is in
the public interest to do so.

The ICA was amended with the  implementation  of the agreement  establishing the
World Trade Organization ("WTO") to provide for special review of thresholds for
"WTO investors", as defined in the ICA. "WTO investors" generally means:


                                       25
<PAGE>

(a) an individual,  other than a Canadian, who is a member of a WTO member (such
as, for example, the United States), or who has the right of permanent residence
in relation to that WTO member.

(b) governments of WTO members; and

(c)  entities  that are not  Canadian  controlled,  but which  are WTO  investor
controlled as determined by the rules specified in the ICA.

The special review  thresholds for WTO investors do not apply, and general rules
described  above do not apply, to the acquisition of control of certain types of
businesses  specified  in  the  ICA,  including  business  that  is a  "cultural
business".  If the WTO investor rules apply,  an investment in the shares of the
Company by or from a WTO investor will be reviewable only if it is an investment
to acquire  control of the Company and the value of the assets of the Company is
equal to or greater than a specified  amount (the "WTO Review  Threshold").  The
WTO  Review  Threshold  is  adjusted  annually  by using a formula  relating  to
increases in the nominal gross domestic  product of Canada.  The 1996 WTO Review
Threshold is Cdn. $168,000,000.

If any  non-Canadian,  whether or not a WTO  investor,  acquires  control of the
Company by the  acquisition of shares,  but the transaction is not reviewable as
described above, the non-Canadian is required to notify the Canadian  government
and  to  provide  certain  basic  information  relating  to  the  investment.  A
non-Canadian,  or  non-WTO  investor,  is  required  to  provide a notice to the
government on the establishment of a new Canadian  business.  If the business of
the Company is then a prescribed type of business  activity  related to Canada's
cultural heritage or national identity, and if the Canadian government considers
it in the public  interest to do so,  then the  Canadian  government  may give a
notice in writing within 21 days requiring the investment to be reviewed.

For  non-Canadian  (other  than WTO  investors),  and  indirect  acquisition  of
control,  by the  acquisition of voting  interests of an entity that directly or
indirectly controls the Company, is reviewable if the value of the assets of the
Company is then Cdn.  $50,000,000 or more. If the WTO investor rules apply, then
this requirement does not apply to a WTO investor,  or to a person acquiring the
entity from a WTO  investor.  Special  rules  specified  in the ICA apply if the
assets of the  Company is more than 50% of the value of the assets of the entity
so acquired.  By these special rules, if the non-Canadian  (whether or not a WTO
investor) is acquiring control of an entity that directly or indirectly controls
the Company,  and the value of the assets of the company and all other  entities
carrying on business in Canada, calculated in the manner provided by the ICA and
the  regulations  under the ICA, of the assets of all  entities,  the control of
which is  acquired,  directly or  indirectly,  in the  transaction  of which the
acquisition  of control of the Company  forms a part,  then the  threshold for a
direct  acquisition  of control as  discussed  above will apply,  that is, a WTO
Review Threshold of Cdn. $168,000,000 (n 1996) for a WTO investor or a threshold
of CDN.  $5,000,000  for  non-Canadian  other than a WTO investor.  If the value
exceeds  that level the  transaction  must be  reviewed  in


                                       26
<PAGE>

the same manner as a direct  acquisition of control by the purchase of shares by
the Company.

If an investment is renewable,  an application for review in the form prescribed
by the regulations is normally required to be filed with the Director  appointed
under the ICA (the  "Director")  prior to the  investment  taking  place and the
investment may not be  consummated  until the review has been  completed.  There
are, however, certain exceptions.  Applications concerning indirect acquisitions
may be filed up to 30 days after the investment is consummated and  applications
concerning reviewable investments in culture-sensitive sectors are required upon
receipt of a notice for review.  In addition,  the Minister (a person designated
as such  under the ICA) may  permit an  investment  to be  consummated  prior to
completion  of the review,  if he is satisfied  that the delay would cause undue
hardship to the acquirer or jeopardize the  operations of the Canadian  business
that is  being  acquired.  The  Director  will  submit  the  application  to the
Minister,  together with any other information or written  undertakings given by
the acquirer and any representation submitted to the Director by a province that
is likely to be of net benefit to Canada,  taking into  account the  information
provided  and having  regard to certain  factors  of  assessment  where they are
relevant. Some of the factors to be considered are:

(a) the  effect of the  investment  on the legal  economic  activity  in Canada,
including  the  effect  on  employment,  on  resource  processing,  and  on  the
utilization of parts, components and services produced in Canada;

(b) the effect of the investment on exports from Canada;

(c) the degree and  significance of  participation  by Canadians in the Canadian
business and in any industry in Canada of which it forms a part;

(d)  the  effect  of the  investment  on  productivity,  industrial  efficiency,
technological development, product innovation and product variety in Canada;

(e)  the  effect  of the  investment  on  competition  within  any  industry  or
industries in Canada;

(f) the compatibility of the investment with national, industrial, economic, and
cultural policies;

(g) the compatibility of the investment with national, industrial, economic, and
cultural policies taking into consideration  industrial,  economic, and cultural
objectives enunciated by the government of legislature of any province likely to
be significantly affected by the investment; and

(h) the  contribution of the investment to Canada's  ability to compete in world
markets.

To ensure  prompt  review,  the ICA set certain time limits for the Director and
the Minister.  Within 45 days after a completed  application  has been received,
the Minister


                                       27
<PAGE>

must notify the acquirer that he is satisfied  that the  investment is likely to
be of net  benefit to Canada,  or that he is unable to complete  his review,  in
which case he shall have 30 additional  days to complete his review  (unless the
acquirer agrees to longer period), or he is not satisfied that the investment is
likely to be of net benefit to Canada.

Where the Minister has advised the acquirer  that he is not  satisfied  that the
investment is likely to be of net benefit to Canada,  the acquirer has the right
to make  representations  and submit  undertakings within 30 days of the date of
notice  (or  any  period  that is  agreed  upon  between  the  acquirer  and the
Minister).  On  the  expiration  of  the  30  day  period  (or  the  agreed-upon
extension),  the  Minister  must  quickly  notify  the  acquirer  that he is not
satisfied that the  investment is likely to be of net benefit to Canada.  In the
latter  case,  the  acquirer  my not  proceed  with the  investment  or,  if the
investment  has already been  consummated,  must divest itself of control of the
Canadian business.

The ICA provides civil remedies for non-compliance with any provision. There are
also  criminal  penalties  for  breach of  confidentiality  or  providing  false
information.

Except  as  provided  in the ICA,  there  are no  limitations  under the laws of
Canada, the Province of British Columbia, or in any constituent documents of the
Company on the right of  non-Canadians  to hold or vote the common shares of the
Company.

   E. Taxation.

Certain United States Federal Income Tax Consequences

The  following is a general  discussion of the material  United  States  Federal
income tax law for U.S. holders that hold such common shares as a capital asset,
as  defined  under  United  States  Federal  income  tax law and is  limited  to
discussion  of U.S.  Holders  that own less than 10% of the common  stock.  This
discussion does not address all potentially  relevant Federal income tax matters
and it does not  address  consequences  peculiar  to persons  subject to special
provisions of Federal income tax law, such as those  described below as excluded
from the definition of a U.S.  Holder.  In addition,  this  discussion  does not
cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code
of 1986,  as amended to the date  hereof  (the  "Code"),  Treasury  Regulations,
published  Internal  Revenue Service ("IRS") rulings,  published  administrative
positions of the IRS and court decisions that are currently  applicable,  any or
all  of  which  could  be  materially  and  adversely  changed,  possibly  on  a
retroactive  basis, at any time. In addition,  this discussion does not consider
the potential  effects,  both adverse and beneficial,  of any future legislation
which,  if enacted,  could be applied,  possibly on a retroactive  basis, at any
time.  The following  discussion is for general  information  only and it is not
intended  to be, nor should it be  construed  to be,  legal or tax advice to any
holder or  prospective  holder of common shares of the Company and no opinion or
representation with respect to the United States Federal income tax consequences
to any such  holder or  prospective  holder is made.  Accordingly,  holders  and
prospective


                                       28
<PAGE>

holders of common  shares of the Company  should  consult their own tax advisors
about the Federal,  state,  local,  and foreign tax  consequences of purchasing,
owning and disposing of common shares of the Company.

U.S. Holders

As used herein, a "U.S.  Holder" is a holder of common shares of the Company who
or which is a citizen  or  individual  resident  (or is  treated as a citizen or
individual  resident) of the United States for federal  income tax  purposes,  a
corporation  or  partnership  created  or  organized  (or  treated as created or
organized for federal income tax purposes) in the United States,  including only
the States and  District of Columbia,  or under the law of the United  States or
any State or  Territory  or any  political  subdivision  thereof,  or a trust or
estate the income of which is includable in its gross income for federal  income
tax  purposes  without  regard to its source,  if, (i) a court within the United
States is able to exercise primary  supervision over the  administration  of the
trust and (ii) one or more United States  trustees have the authority to control
all substantial decisions of the trust. For purposes of this discussion,  a U.S.
Holder does not include persons subject to special  provisions of Federal income
tax law, such as tax-exempt organizations, qualified retirement plans, financial
institutions,  insurance  companies,  real estate investment  trusts,  regulated
investment  companies,  broker-dealers  and  Holders  who  acquired  their stock
through the exercise of employee stock options or otherwise as compensation.

Distributions on common shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends)
with  respect to common  shares of the Company are  required to include in gross
income for United  States  Federal  income tax purposes the gross amount of such
distributions to the extent that the Company has current or accumulated earnings
and profits,  without  reduction for any Canadian  income tax withheld from such
distributions.  Such  Canadian tax withheld may be credited,  subject to certain
limitations,  against  the  U.S.  Holder's  United  States  Federal  income  tax
liability  or,  alternatively,  may be deducted in computing  the U.S.  Holder's
United States Federal taxable income by those who itemize deductions.  (See more
detailed  discussion  at  "Foreign  Tax  Credit"  below).  To  the  extent  that
distributions exceed current or accumulated earnings and profits of the Company,
they  will be  treated  first as a return  of  capital  up to the U.S.  Holder's
adjusted  basis in the  common  shares and  thereafter  as gain from the sale or
exchange of the common  shares.  Preferential  tax rates for  long-term  capital
gains are applicable to a U.S.  Holder which is an individual,  estate or trust.
There are currently no preferential tax rates for long-term  capital gains for a
U.S.  Holder which is a corporation.


Dividends  paid on the  common  shares  of the  Company  will not  generally  be
eligible for the dividends received deduction provided to corporations receiving
dividends  from certain  United States  corporations.  A U.S.  Holder which is a
corporation may, under certain circumstances,  be entitled to a 70% deduction of
the United States source portion of dividends  received from the Company if such
U.S. Holder owns shares  representing at


                                       29
<PAGE>

least 10% of the voting power and value of the Company. The availability of this
deduction is subject to several complex limitations,  which are beyond the scope
of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions)  Canadian income tax
with respect to the  ownership of common  shares of the Company may be entitled,
at the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit  because  a  credit  reduces  United  States  Federal  income  taxes on a
dollar-for-dollar  basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year. There
are significant and complex limitations,  which apply to the credit, among which
is the general limitation that the credit cannot exceed the proportionate shares
of the U.S.  Holder's United States income tax liability that the U.S.  Holder's
foreign  source income bears to his or its  world-wide  taxable  income.  In the
determination of the application of this limitation, the various items of income
and deduction  must be  classified  into foreign and domestic  sources.  Complex
rules govern this classification  process.  There are further limitations on the
foreign tax credit for certain types of income such as "passive  income,"  "high
withholding tax interest,"  "financial  services income,"  "shipping income" and
certain other  classifications  of income.  The  availability of the foreign tax
credit and the  application  of the  limitations on the credit are fact specific
and  holders and  prospective  holders of common  shares of the  Company  should
consult their own tax advisors regarding their individual circumstances.

Disposition of common shares of the Company

A U.S.  Holder will recognize gain or loss upon the sale of common shares of the
Company  equal to the  difference,  if any,  between the amount of cash plus the
fair market  value of any property  received,  and the Holder's tax basis in the
common shares of the Company.  This gain or loss will be capital gain or loss if
the  common  shares  are a capital  asset in the hands of the U.S.  Holder.  Any
capital gain will be a short-term  or long-term  capital gain or loss  depending
upon the  holding  period of the U.S.  Holder.  Gains and  losses are netted and
combined  according to special rules in arriving at the overall  capital gain or
loss for a particular tax year. Deductions for net capital losses are subject to
significant  limitations.  For U.S.  Holders which are  individuals,  any unused
portion of such net  capital  loss may be  carried  over to be used in later tax
years until such net capital loss is thereby  exhausted.  For U.S. Holders which
are corporations (other than corporations  subject to Subchapter S of the Code),
an unused net  capital  loss may be carried  back three years from the loss year
and carried  forward five years from the loss year to be offset against  capital
gains until such net capital loss is thereby exhausted.

Canadian Federal Income Taxation




                                       30
<PAGE>

The following  discussion  summarizes the principal  Canadian federal income tax
considerations  generally  applicable  to a person  who owns one or more  common
shares of the Company (the "Shareholder"), and who at all material times for the
purposes  of the Income Tax Act  (Canada)  (the  "Canadian  Act") deals at arm's
length with the Company,  holds all common shares solely as capital property, is
a  non-resident  of Canada,  and does not, and is not deemed to, use or hold any
Common  share in or in the course of  carrying  on  business  in  Canada.  It is
assumed that the common  shares will at all material  times be listed on a stock
exchange that is prescribed for the purposes of the Canadian Act.

This summary is based on the current  provisions of the Canadian Act,  including
the regulations  thereunder,  and the Canada-United States Income Tax Convention
(1980) (the  "Treaty") as amended.  This summary takes into account all specific
proposals  to amend the  Canadian Act and the  regulations  thereunder  publicly
announced  by the  government  of Canada to the date  hereof  and the  Company's
understanding of the current published administrative and assessing practices of
Canada Customs and Revenue  Agency.  It is assumed that all such amendments will
be enacted substantially as currently proposed,  and that there will be no other
material change to any such law or practice, although no assurances can be given
in these respects. Except to the extent otherwise expressly set out herein, this
summary does not take into account any provincial, territorial or foreign income
tax law or treaty.

This summary is not, and is not to be construed as, tax advice to any particular
Shareholder.  Each  prospective  and  current  Shareholder  is urged  to  obtain
independent  advice as to the Canadian income tax  consequences of an investment
in common shares applicable to the Shareholder's particular circumstances.

A Shareholder  generally will not be subject to tax pursuant to the Canadian Act
on any capital gain realized by the  Shareholder  on a  disposition  of a Common
share unless the Common share  constitutes  "taxable  Canadian  property" to the
Shareholder for purposes of the Canadian Act and the Shareholder is not eligible
for relief pursuant to an applicable  bilateral tax treaty.  A Common share that
is disposed of by a Shareholder will not constitute taxable Canadian property of
the  Shareholder  provided  that the Common share is listed on a stock  exchange
that is  prescribed  for the purposes of the  Canadian  Act (the  Toronto  Stock
Exchange is so prescribed),  and that neither the  Shareholder,  nor one or more
persons  with  whom  the  Shareholder  did not deal at  arm's  length,  alone or
together at any time in the five years  immediately  preceding  the  disposition
owned,  or owned any right to acquire,  25% or more of the issued  shares of any
class of the capital  stock of the Company.  In addition,  the Treaty  generally
will  exempt a  Shareholder  who is a  resident  of the  United  States  for the
purposes of the Treaty, and who would otherwise be liable to pay Canadian income
tax  in  respect  of  any  capital  gain  realized  by  the  Shareholder  on the
disposition of a Common share,  from such  liability  provided that the value of
the  Common  share is not  derived  principally  from real  property  (including
resource property) situated in Canada or that the Shareholder does not have, and
has not had within the 12-month period preceding the  disposition,  a "permanent
establishment"  or "fixed  base," as those terms are defined for the purposes of
the  Treaty,  available  to the


                                       31
<PAGE>

Shareholder  in  Canada.  The  Treaty  may not be  available  to a  non-resident
Shareholder that is a U.S. LLC, which is not subject to tax in the U.S.

Any dividend on a Common share, including a stock dividend, paid or credited, or
deemed to be paid or credited,  by the Company to a Shareholder  will be subject
to  Canadian  withholding  tax at the  rate of 25% on the  gross  amount  of the
dividend, or such lesser rate as may be available under an applicable income tax
treaty.  Pursuant to the Treaty,  the rate of  withholding  tax  applicable to a
dividend paid on a Common share to a Shareholder who is a resident of the United
States for the  purposes of the Treaty  will be reduced to 5% if the  beneficial
owner of the dividend is a company that owns at least 10% of the voting stock of
the  Company,  and in any other case will be reduced to 15%, of the gross amount
of the dividend.  It is Canada  Customs and Revenue  Agency`s  position that the
Treaty  reductions  are  not  available  to a  Shareholder  that  is a  "limited
liability  company" resident in the United States.  The Company will be required
to withhold any such tax from the dividend, and remit the tax directly to Canada
Customs and Revenue Agency for the account of the Shareholder.

   F. Dividends and paying agents.

        Not Applicable.

   G. Statement by experts.

        Not Applicable.

   H. Documents on display.

The documents  concerning  the Company which are referred to in the document are
located at its principal  executive office in Toronto,  at the address stated at
the beginning of this document.

   I. Subsidiary Information.

        Not Applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

        Not Applicable.

Item 12.  Description of Securities other than Equity Securities.

        Not Applicable.


                                       32
<PAGE>

                                     PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

         Not Applicable.

Item 14.  Material  Modifications  to the Rights of Security  Holders and Use of
Proceeds.

         Not Applicable.

Item 15.  Controls and Procedures.

Our Chief Executive  Officer and Chief Financial  Officer,  after evaluating the
effectiveness of the Company's disclosure controls and procedures (as defined in
US Exchange  Act Rule  13a-14(c))  within 90 days of the date of this Form 20-F,
have  concluded  that, as of such date,  the Company's  disclosure  controls and
procedures  were effective to ensure that material  information  relating to the
Company was made known to them by others within the Company  particularly during
the period in which this Form 20-F was being prepared.

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect these controls  subsequent to the date
our Chief  Executive  Officer and our Chief  Financial  Officer  completed their
evaluation,  nor were there any significant  deficiencies or material weaknesses
in the Company's internal controls requiring corrective actions.

Item 16. [Reserved]

Item 16A.  Audit committee financial expert.

The Company's  Board of Directors has  determined  that the Company has at least
one  audit  committee  financial  expert  serving  on its audit  committee.  The
Company's  audit  committee  financial  expert  is  Jason  Moretto,  who  is not
independent for audit committee  purposes,  and who also serves as the Company's
Chief Financial Officer.

Item 16B.  Code of Ethics.

The Company has  adopted a code of ethics  that  applies to its Chief  Executive
Officer  and Chief  Financial  Officer.  The code of ethics may be viewed on the
Company's website, www.eigertechnology.com.


                                       33
<PAGE>

                                    PART III

Item 17. Financial Statements.

         Not Applicable.

Item 18. Financial Statements.

The following financial  statements are attached to and form part of this Annual
Report:

Audit Report

Audited  Consolidated  Financial  Statements  of the Company for the years ended
September 30, 2004 and September 30, 2003.

Item 19. Exhibits.

Exhibit Number

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                               <C>
   1.1   Certificate of Incorporation dated September 8, 1986.                    *
   1.2   Certificate of Name Change dated November 26, 1999.                      *
   1.3   Articles (Bylaws) of the Corporation.                                    *
   1.4   Company Stock Option Plan                                                *
   4.a.1 Plan of Exchange dated as of August 3, 2001 between Onlinetel and
         Eiger Technology, Inc.                                                   *
   4.a.2 Share Purchase Agreement dated as of November 8, 2001 among ETIFF
         Holdings Inc., K-Tronik International Corp., and LMC Capital Corp.       *
   4.a.3 Share Purchase Agreement dated as of December 19, 2001 among
         Vision Unlimited Equipment Inc., ADH Custom Metal Fabricators Inc.,
         and Newlook Capital Corp.                                                *
   31    Section 302 Certifications
   32    Section 906 Certifications
</TABLE>

*     Adopted by reference, as previously filed with the Commission.


                                       34
<PAGE>

                                   SIGNATURES

   The registrant  hereby  certifies that it meets all of the  requirements  for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this Annual Report on its behalf.

   Eiger Technology, Inc.


   /s/   GERRY RACICOT
   -------------------

   Gerry Racicot
   President and C.E.O.

    March 29, 2005


                                       35
<PAGE>

                             EIGER TECHNOLOGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                          YEAR ENDED SEPTEMBER 30, 2004

                                    CONTENTS

Auditors' Report                                                               1

Consolidated Balance Sheet                                                     2

Consolidated Statement of Operations                                           3

Consolidated Statement of Cash Flows                                           4

Notes to Consolidated Financial Statements                                5 - 21

<PAGE>

                                AUDITORS' REPORT

To the Shareholders of
Eiger Technology, Inc.

      We have audited the consolidated  balance sheet of Eiger Technology,  Inc.
as at September 30, 2004 and the consolidated  statements of operations and cash
flows for the year then ended. The financial  statements are the  responsibility
of the  company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audit.

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

      In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at September 30,
2004 and the  results  of its  operations  and its cash  flows for the year then
ended in accordance with Canadian generally accepted accounting principles.

      The consolidated financial statements as at September 30, 2003 and for the
year then ended were audited and reported on by another public  accounting  firm
to which they attached their audit report, without qualification, dated December
30, 2003.


                                        "SF PARTNERSHIP, LLP"

Toronto, Canada                         CHARTERED ACCOUNTANTS
February 25, 2005


                                      - 1 -
<PAGE>

EIGER TECHNOLOGY, INC.
(Incorporated under the Ontario Business Corporations Act)
Consolidated Balance Sheet
September 30, 2004

<TABLE>
<CAPTION>
                                                              2004             2003
<S>                                                   <C>              <C>
                                     ASSETS
Current
     Cash                                             $    245,000     $    618,000
     Short-term investments (note 5)                        30,000          409,000
     Accounts receivable (note 6)                        2,221,000        3,598,000
     Inventories                                         1,648,000        3,049,000
     Prepaid and sundry assets                             128,000          681,000
                                                      -----------------------------

                                                         4,272,000        8,355,000
Property, Plant and Equipment (note 7)                   2,498,000        3,528,000
Investments (note 5)                                        96,000          736,000
Goodwill                                                        --        2,114,000
Future Income Tax                                               --           98,000
Other (note 8)                                             182,000          947,000
                                                      -----------------------------

                                                      $  7,048,000     $ 15,778,000
                                                      =============================

                                   LIABILITIES
Current
     Bank indebtedness (note 9)                       $  1,847,000     $  3,766,000
     Accounts payable and accrued charges                5,103,000        4,569,000
     Long-term debt - current portion (note 10)            500,000          420,000
     Deferred revenue                                      333,000               --
                                                      -----------------------------

                                                         7,783,000        8,755,000
Long-Term Debt (note 10)                                   347,000        1,036,000
Non-Controlling Interest                                (4,356,000)      (3,330,000)
                                                      -----------------------------

                                                         3,774,000        6,461,000
                                                      -----------------------------

                              SHAREHOLDERS' EQUITY
Capital Stock (note 12)                                 43,297,000       42,685,000
Contributed Surplus                                             --          217,000
Deficit                                                (40,023,000)     (33,585,000)
                                                      -----------------------------

                                                         3,274,000        9,317,000
                                                      -----------------------------

                                                      $  7,048,000     $ 15,778,000
                                                      =============================
</TABLE>

APPROVED ON BEHALF OF THE BOARD


       "GERRY RACICOT"                                 "JASON MORETTO"
-------------------------------               ----------------------------------
           Director                                        Director

   (The accompanying notes are an integral part of these financial statements)


                                      - 2 -
<PAGE>

EIGER TECHNOLOGY, INC.
Consolidated Statement of Operations
Year Ended September 30, 2004

<TABLE>
<CAPTION>
                                                                     2004             2003
<S>                                                          <C>              <C>
Sales                                                        $ 12,825,000     $ 22,722,000

Cost of Sales                                                  10,572,000       19,896,000
                                                             -----------------------------

Gross Profit                                                    2,253,000        2,826,000
                                                             -----------------------------

Expenses
     Selling, general and administrative                        5,375,000        6,500,000
     Amortization of Property and Equipment                       394,000          658,000
     Amortization of Intangibles                                   68,000          171,000
     Interest on Long-term Debt                                   172,000           66,000
     Other Interest and Bank Charges                              272,000          401,000
                                                             -----------------------------

                                                                6,281,000        7,796,000
                                                             -----------------------------

Loss Before the Undernoted                                     (4,028,000)      (4,970,000)

     Provision for income taxes - future                           98,000          (98,000)
     Non-controlling interest                                    (730,000)        (748,000)
                                                             -----------------------------

Loss before Non-Recurring Items                                (3,396,000)      (4,124,000)
                                                             -----------------------------

     Goodwill impairment loss                                     336,000          805,000
     Charge for decline in value of long-term investments              --        1,021,000
                                                             -----------------------------

                                                                  336,000        1,826,000
                                                             -----------------------------

Loss from Continuing Operations                                (3,732,000)      (5,901,000)

Loss from Discontinued Operations (note 13)                     2,706,000        1,601,000
                                                             -----------------------------

Net Loss                                                       (6,438,000)      (7,551,000)

Deficit - beginning of year                                   (33,585,000)     (26,034,000)
                                                             -----------------------------

Deficit - end of year                                        $(40,023,000)    $(33,585,000)
                                                             =============================

Loss Per Weighted Average Number of
     Shares Outstanding - Basic and Diluted

     Continuing operations                                   $      (0.09)    $      (0.16)
                                                             =============================

     Discontinued operations                                 $      (0.07)    $      (0.04)
                                                             =============================

Weighted Average Number of Shares
     Outstanding - Basic and Diluted                           37,666,513       36,544,355
                                                             =============================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                     - 3 -
<PAGE>

EIGER TECHNOLOGY, INC.
Consolidated Statement of Cash Flows
Year Ended September 30, 2004

<TABLE>
<CAPTION>
                                                                       2004            2003
<S>                                                             <C>             <C>
Cash Flows from Operating Activities
     Net loss from continuing operations                        $(3,732,000)    $(4,929,000)
     Adjustments for:
       Amortization                                                 462,000         908,000
       Non-controlling interest                                     730,000        (572,000)
       Future income taxes                                           98,000         (98,000)
       Goodwill impairment loss                                     336,000         805,000
       Impairment in carrying value of long-term investments             --       1,021,000
       Loss from discontinued operations                         (2,705,000)     (1,601,000)
                                                                ---------------------------

                                                                 (4,811,000)     (4,466,000)
     Changes in non-cash working capital
       Accounts receivable                                        1,377,000       1,406,000
       Inventory                                                  1,401,000       1,444,000
       Prepaid expenses and sundry assets                           553,000        (303,000)
       Accounts payable and accrued charges                         534,000         174,000
       Deferred revenue                                             333,000              --
                                                                ---------------------------

                                                                   (613,000)     (1,745,000)
                                                                ---------------------------

Cash Flows from Investing Activities
     Acquisition of equipment                                      (681,000)       (224,000)
     Long-term investments                                               --        (847,000)
     Goodwill                                                            --        (135,000)
                                                                ---------------------------

                                                                   (681,000)     (1,206,000)
                                                                ---------------------------

Cash Flows from Financing Activities
     Long-term debt                                                (609,000)        371,000
     Bank indebtedness                                              539,000        (262,000)
     Proceeds from issuance of common shares                        612,000         234,000
                                                                ---------------------------

                                                                    542,000         343,000
                                                                ---------------------------

Net Decrease in Cash                                               (752,000)     (2,608,000)

Cash - beginning of  year                                         1,027,000       3,635,000
                                                                ---------------------------

Cash - end of year                                              $   275,000     $ 1,027,000
                                                                ===========================

Cash
     Cash                                                       $   245,000     $   618,000
     Short-term investments                                          30,000         409,000
                                                                ---------------------------

                                                                $   275,000     $ 1,027,000
                                                                ===========================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                     - 4 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

1.    Going Concern

      These  financial  statements  have been  prepared on a going concern basis
      which   contemplates   the  realization  of  assets  and  the  payment  of
      liabilities  in the  ordinary  course  of  business.  Despite  a  positive
      shareholders'  equity  position  of  $3,274,000  (2003-$9,317,000),  Eiger
      Technology,  Inc.  ("Eiger" or the  "Company")  has  incurred  significant
      operating  losses in previous  years and as at September  30, 2004,  has a
      working capital  deficiency of $3,511,000  (2003-$400,000).  Its continued
      existence as a going concern is dependent  upon the  Company's  ability to
      raise  additional  capital,  to  increase  sales,  and  ultimately  become
      profitable.  Should  the  Corporation  be  unable to  continue  as a going
      concern,  it may be unable to realize the carrying value of its assets and
      to meet its liabilities as they become due. The company at year end was in
      violation  of a tangible  net worth  covenant  with respect to a revolving
      credit line with the Trust Company Bank of New Jersey.

      The Company believes that future shares issuance and certain sales related
      efforts  will provide  sufficient  cash flow for it to continue as a going
      concern in its present form. However,  there can be no assurances that the
      Company will achieve such results. Accordingly, the consolidated financial
      statements do not include any  adjustments  related to the  recoverability
      and   classification   of  recorded   asset  amounts  or  the  amount  and
      classification  of  liabilities  or any other  adjustments  that  might be
      necessary should the Company be unable to continue as a going concern.

2.    Significant Accounting Policies

      a)    Nature of Business

            Eiger  was  originally   incorporated  as  Alexa  Ventures  Inc.  on
            September  8, 1986  under the laws of British  Columbia.  Currently,
            Eiger is a  company  in good  standing  operating  under the laws of
            Ontario. The Company is listed as an issuer on the TSX.

            Through its  subsidiaries,  the Company  offered Voice over Internet
            Protocol   services  to  the  Canadian   long-distance   market  and
            manufactured  and  distributed  electronic/computer  peripherals and
            electronic ballasts to OEM and consumer markets worldwide during the
            fiscal year.  The Company is currently  focused on developing  Voice
            over Internet  Protocol ("VoIP") long distance calling between major
            cities in North America through its subsidiary,  Newlook  Industries
            Corp. ("Newlook").

      b)    Basis of Preparation

            These  financial  statements  have been prepared in accordance  with
            accounting  principles generally accepted in Canada ("Cdn. GAAP"). A
            reconciliation  to U.S.  generally  accepted  accounting  principles
            ("U.S.   GAAP")  is   provided   in  Note  15.   Because  a  precise
            determination  of assets and  liabilities  depends on future events,
            the preparation of periodic  financial  statements  necessitates the
            use of estimates and approximations.  Actual amounts may differ from
            these estimates.

   (The accompanying notes are an integral part of these financial statements)


                                     - 5 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

2. Significant Accounting Policies (cont'd)

      c)    Principles of Consolidation

            The consolidated  financial statements include the accounts of Eiger
            and its  subsidiaries  as listed in Note 4. The Company's  principal
            subsidiary is Newlook.  Another  subsidiary,  Eiger Net, Inc. "Eiger
            Net" is presented as discontinued operations as at July 31, 2004, as
            discussed in note 13. All significant intercompany  transactions and
            balances have been eliminated upon consolidation.

            On March 18, 2004,  Newlook  completed  its  acquisition  of all the
            issued  and  outstanding  shares of  Onlinetel  from  Eiger.  As the
            transaction  has been  deemed a  re-organization  and not a business
            combination, Newlook's interest in Onlinetel has been recorded using
            the  pooling  of  interests  method.  Using  this  method,   Eiger's
            statements of operations, retained earnings and cash flows have been
            combined  as if Newlook  and  Onlinetel  had been  combined  for all
            periods presented.

      d)    Cash and Cash Equivalents

            Cash and cash equivalents  consist of cash on account and short-term
            investments  with  remaining  maturities  of three months or less at
            acquisition.

      e)    Inventory

            Inventory is valued at the lower of cost and net  realizable  value.
            Cost is determined on a first-in,  first-out  basis and includes the
            costs of materials  and direct labour plus the  applicable  share of
            manufacturing overhead.

      f)    Investments

            All  non-significant  influenced  investments  are  accounted for at
            cost.  Short-term  investments are written down to market value when
            less than cost.  Long-term  investments  are written  down to market
            value when a decline in market  value  below the  carrying  value is
            considered to be other than temporary.

      g) Property, plant and equipment

            Property,  plant and equipment are recorded at cost. Amortization is
            calculated using the following annual rates and methods:

                  Buildings                       4-5%
                  Machinery and Equipment         5-10%
                  Automotive Equipment            20-30%
                  Computer Equipment              20-30%
                  Leasehold Improvements          10% straight line basis

   (The accompanying notes are an integral part of these financial statements)


                                     - 6 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

2. Significant Accounting Policies (cont'd)

      h)    Goodwill

            Goodwill is the residual amount that results when the purchase price
            of an acquired  business exceeds the sum of the amounts allocated to
            the  tangible  and  intangible  assets  acquired,  less  liabilities
            assumed,  based on their fair values. When the Company enters into a
            business  combination,  the purchase  method of  accounting is used.
            Goodwill is assigned as of the date of the business  combination  to
            reporting  units  that are  expected  to benefit  from the  business
            combination.  Goodwill  is not  amortized  but instead is tested for
            impairment  annually  or more  frequently  if events or  changes  in
            circumstances  indicate  that  the  asset  might  be  impaired.  The
            impairment  test is carried out in two steps. In the first step, the
            carrying  amount  of the  reporting  unit,  including  goodwill,  is
            compared  with its fair value.  When the fair value of the reporting
            unit exceeds its carrying amount,  goodwill of the reporting unit is
            not  considered to be impaired and the second step of the impairment
            test is  unnecessary.  The  second  step is  carried  out  when  the
            carrying amount of a reporting unit exceeds its fair value, in which
            case,  the  implied  fair value of the  reporting  unit's  goodwill,
            determined in the same manner as the value of goodwill is determined
            in a business  combination,  is compared with its carrying amount to
            measure the amount of the impairment loss, if any.

      i)    Other Assets

            Product  development costs meeting  generally  accepted criteria for
            deferral  are written  down to expected  realizable  value,  and are
            amortized once production  commences over periods ranging from three
            to ten years,  depending  on the  anticipated  economic  life of the
            particular product.  Deferred organization,  finance, and regulatory
            approval  costs are  amortized  over 2 to 5 years.  Long-term  lease
            deposits are recorded at cost.

      j)    Income Taxes

            Income  taxes  are  provided  using  the  liability  method  of  tax
            allocation. Under this method, future tax assets and liabilities are
            determined  based on  differences  between  financial  reporting and
            income tax bases of assets and  liabilities,  and are measured using
            the substantially  enacted tax rates and laws that will be in effect
            when the differences are expected to reverse.

      k)    Issuance of Share Capital

            The costs of issuing share capital are netted against share capital.

   (The accompanying notes are an integral part of these financial statements)


                                     - 7 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

2. Significant Accounting Policies (cont'd)

      l)    Revenue Recognition

            Operating   revenues   are   recognized   when   they  are   earned,
            specifically,  when services are provided, products are delivered to
            customers, persuasive evidence of an arrangement exists, amounts are
            fixed or determinable,  and collectibility is reasonably assured. As
            a result the Company  recognizes  sales when products are shipped as
            at K-Tronik, sales to customers are FOB shipping point.

            Newlook's  principal sources of revenue are recognized  according to
            the following methods:

            (i) Advertising based long distance calling  subscription plans, are
            recorded  as  revenue  on a  monthly  basis.  This is a new  line of
            business launched in the fiscal year;

            (ii)  Traditional  long distance  calling and Internet  subscription
            plans,  are  recorded as revenue as the  services  or  products  are
            provided;

            (iii) New media  services  for  sponsors  on the  advertising  based
            calling network,  are recorded in the period the advertising airs on
            the Company's network; and

            (iv) Dial around long distance casual calling services, are recorded
            as revenue in the month in which they are earned.

            Deferred revenue includes  subscriber  deposits and amounts received
            from  subscribers  related  to  services  and  subscriptions  to  be
            provided in future periods.

      m)    Foreign Currency Translation

            The Company accounts for  transactions  and balances  denominated in
            foreign  currencies  using the temporal  method.  Under this method,
            monetary  assets  and  liabilities  of  foreign   subsidiaries   are
            translated  into Canadian  dollars using the exchange rate in effect
            at the balance  sheet date,  non-monetary  items are  translated  at
            historical exchange rates (except for items carried at market, which
            are  translated  at the  balance  sheet  date  exchange  rate),  and
            revenues and expenses are translated using average exchange rates to
            approximate  the  rates  actually  in  effect  at  the  time  of the
            transactions. Resulting foreign exchange translation gains or losses
            are included in the determination of net income for the year, except
            for such gains or losses  relating the  translation or settlement of
            foreign  currency  denominated  long-term  monetary  items which are
            deferred and amortized over the remaining life of the monetary item.
            There were no material exchange gains or losses on long-term foreign
            currency  denominated  monetary items during either of the reporting
            periods.

   (The accompanying notes are an integral part of these financial statements)


                                     - 8 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

2. Significant Accounting Policies (cont'd)

      n)    Stock-based Compensation

            Effective  October 1, 2002, the Company adopted the  recommendations
            of  CICA  Section   3870,   "Stock-based   Compensation   and  Other
            Stock-based   Payments",   which   established   standards  for  the
            recognition,  measurement and disclosure of stock-based compensation
            and  other  stock-based  payments  made in  exchange  for  goods and
            services. Under the new provisions,  stock-based compensation should
            be  recognized  on a fair value  basis for  stock-based  payments to
            non-employees,  and for  employee  awards that are direct  awards of
            stock,  or call  for  settlement  in cash or other  assets.  The new
            section  permits the Company to continue its existing  policy of not
            recognizing  any  compensation  expense  upon the  granting of stock
            options to its  employees.  Consideration  paid by  employees on the
            exercise  of stock  options is recorded  as share  capital.  The new
            section does,  however,  require additional  disclosures for options
            granted to employees, including the disclosure of pro-forma earnings
            and  pro-forma  earnings per share  calculated  as if the fair value
            method of accounting had been used. This  information is provided in
            Note 3.

      o)    Earnings per Share

            Basic earnings per share is calculated based on the weighted average
            number of shares  outstanding  during the year. Diluted earnings per
            share is  calculated  using the  treasury  stock method based on the
            weighted  average number of shares that would have been  outstanding
            during the year had all the dilutive  options been  exercised at the
            beginning  of the year,  or date of issuance if later,  and assuming
            that option  proceeds would be used to purchase common shares at the
            average market price during the year.

   (The accompanying notes are an integral part of these financial statements)


                                     - 9 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

3.    Stock-based Compensation

      Effective October 1, 2002, the Company adopted the recommendations of CICA
      Section 3870,  "Stock-based  Compensation and Other Stock-based Payments",
      which  requires the  disclosure  of pro-forma net income as if the Company
      had  accounted  for its stock  options  issued to employees  subsequent to
      September  30,  2002  under  the fair  value  method.  Pro-forma  results,
      including stock-based compensation,  for the year ended September 30, 2004
      and the year ended September 30, 2003 for comparison, are as follows:

<TABLE>
<CAPTION>
                                                                                2004            2003
<S>                                                                      <C>             <C>
      Net loss from continuing operations - as reported                  $(3,732,000)    $(4,929,000)
      Stock-based compensation expense                                      (900,000)       (195,000)
                                                                         ---------------------------

      Net loss from continuing operations - pro-forma                    $(4,632,000)    $(5,124,000)
                                                                         ===========================

      Weighted average basic and diluted loss per share - as reported          (0.09)          (0.13)
                                                                         ===========================

      Weighted average basic and diluted loss per share - pro-forma            (0.12)          (0.13)
                                                                         ===========================
</TABLE>

       The fair value of each  option  grant is  estimated  as of the grant date
       using the Black-Scholes option-pricing model. For the twelve months ended
       September  30, 2004,  the Company  used the  following  weighted  average
       assumptions:  risk-free  interest rate of 4.50%;  expected  volatility of
       65%; expected life of 5 years;  expected dividend yield of 0%. Details of
       outstanding stock options are disclosed in Note 12.

   (The accompanying notes are an integral part of these financial statements)


                                     - 10 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

4. Subsidiaries and Related Party Transactions

      Eiger Technology, Inc. is related to the following corporations:

<TABLE>
<CAPTION>
            Name of Corporation                                Nature of Relationship
<S>                                               <C>
      Newlook Industries Corp.                    90% Subsidiary

      Vision Unlimited Equipment Inc.*            100% Subsidiary of Newlook Industries Corp.

      A.D.H.  Custom Metal  Fabricators Inc.      100% Subsidiary of Vision Unlimited Equipment Inc.

      Alexa Properties Inc.                       100% Subsidiary

      ETIFF Holdings, Inc.*                       100% Subsidiary

      K-Tronik International Corp.*               64% Subsidiary of ETIFF Holdings, Inc.

      K-Tronik North America Corp.                100% Subsidiary of K-Tronik International Corp.

      K-Tronik Asia Corp.                         100% Subsidiary of K-Tronik North America Corp.

      Onlinetel Corp.                             100% Subsidiary of Newlook Industries Corp.

      Onlinetel Inc.                              100% Subsidiary of Onlinetel Corp.
</TABLE>

      * Inactive - holding company only

      All  transactions  within the corporate  group are in the normal course of
      business, are transacted at fair market value and recorded at the carrying
      value at the time, and are eliminated  upon  consolidation.  Inter-company
      balances  at  the  financial  statement  date  are  also  eliminated  upon
      consolidation.

      Service fees paid to corporations owned by management personnel during the
      period totaled $207,000 (2003: $481,000).

   (The accompanying notes are an integral part of these financial statements)


                                     - 11 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

5.    Investments

      a)    Short-term Investments

            Short-term  investments are comprised of Canadian money market funds
            and  short-term  commercial  paper plus accrued  interest,  having a
            market value equivalent to their cost amount.

      b)    Long-term Investments

                                                          2004        2003

            Advances to Lexatec VR Systems Inc.       $ 96,000    $ 96,000
            Long-term portfolio equity investments          --     640,000
                                                      --------------------

                                                      $ 96,000    $736,000
                                                      ====================

      The advances noted above are  non-interest  bearing,  and have no specific
      terms of repayment.

6.    Accounts Receivables

      Accounts receivable are reported net of an allowance for doubtful accounts
      of $104,000 (2003: $2,662,000)

7.    Property, Plant and Equipment

<TABLE>
<CAPTION>
                                                                              2004                              2003
                                                                       Accumulated                       Accumulated
                                                             Cost     Amortization             Cost     Amortization
                                                       -------------------------------------------------------------
<S>                                                    <C>              <C>              <C>              <C>
      Land                                             $  159,000       $       --       $  218,000       $       --
      Buildings                                           561,000          183,000        1,102,000          183,000
      Machinery and equipment                             951,000          668,000        3,340,000        2,392,000
      Furniture and fixtures                              244,000          122,000          663,000          474,000
      Automotive equipment                                 22,000           17,000          183,000          107,000
      Telecommunications under capital leasehold          835,000          167,000          415,000           42,000
      Telecommunications                                  989,000          458,000          923,000          344,000
      Computer equipment                                  659,000          307,000          464,000          238,000
                                                       -------------------------------------------------------------

                                                       $4,420,000       $1,922,000       $7,308,000       $3,780,000
                                                       -------------------------------------------------------------

      Net carrying amount                                               $2,498,000                        $3,528,000
                                                                        ----------                        ----------
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                     - 12 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

8. Other

                                                         2004         2003

      Product Development Costs
                                                     $     --     $172,000
      Non-interest Bearing Long-term Deposits          61,000      544,000
      Regulatory Approval                             113,000      143,000
      Other                                             8,000       88,000
                                                     ---------------------

                                                     $182,000     $947,000
                                                     =====================

9.    Bank Indebtedness

      Foreign  and  domestic   subsidiary  lines  of  credit  balances  totaling
      $2,014,000  (Cdn.),  bear interest at rates  ranging from 4.0 - 8.0%,  are
      secured by the short-term  investments,  inventory and equipment,  and are
      repayable  upon  demand.  The  company at year end was in  violation  of a
      tangible net worth  covenant with respect to a revolving  credit line with
      the Trust Company Bank of New Jersey.

10.   Long-Term Debt

      Long-term debt is comprised of the following:

<TABLE>
<CAPTION>
                                                                      2004             2003
<S>                                           <C>              <C>              <C>
      Royal Bank of Canada term loan repayable in
          monthly instalments of $10,000 plus interest
          calculated at Royal Bank prime plus 1/4%             $   385,000      $   505,000
      Capital lease obligations - repayable over two years
          due May 31, 2005 to April 30, 2006; interest
          rates averaging 17.0%                                    462,000          361,000
      KiUp Bank (Korea) term loan, interest only through
          fiscal 2005, then repayable at $71,000 per year
          through fiscal 2010, interest calculated at 4.9%
          per annum                                                     --          535,000
      Other                                                             --           55,000
                                                               ----------------------------

                                                                   847,000        1,456,000
      Less: Current portion                                       (500,000)        (420,000)
                                                               ----------------------------

      Long-term debt                                           $   347,000      $ 1,036,000
                                                               ============================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                     - 13 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

10. Long-Term Debt (cont'd)

      During the year, the Company paid $295,000 (2003- $102,000) in interest on
      long-term debt. Principal payments required on long-term debt for the next
      five years are as follows:

                        2005                       $500,000
                        2006                        202,000
                        2007                        120,000
                        2008                         25,000
                                                   --------

                                                   $847,000
                                                   --------

11.   Financial Instruments

      a) Fair Value

            Cash  and  cash  equivalents,   short-term   investments,   accounts
            receivable and payable,  and bank  indebtedness  are carried at cost
            which  approximates  fair value due to their short time to maturity.
            Management  believes the carrying value of long-term  investments to
            be  equivalent  to their fair market  value.  The fair values of the
            Company's  long-term  debt  obligations,  based on current rates for
            debt with similar terms and maturities,  are  approximately the same
            as their carrying values.

      b)    Interest Rate Risk

            The Company is not exposed to significant  interest rate risk due to
            the  short-term   maturity  of  its  current   monetary  assets  and
            liabilities.  The  Company's  interest  rate risk  pertaining to its
            long-term debt  obligations is not considered to be significant  due
            to the relatively low amounts involved.

      c)    Credit Risk

            The  Company's  financial  assets  that are  exposed to credit  risk
            consist primarily of short-term  investments,  accounts  receivable,
            and long-term investments.

            Short-term  investments  consist  solely of money  market  funds and
            short-term  commercial  paper  issued by  investment-rated  Canadian
            financial institutions which are invested for terms not exceeding 90
            days.

            The Company, in the normal course of business,  is exposed to credit
            risk  from  its  customers.   Management  believes  that  sufficient
            allowance has been made for bad debts in these financial  statements
            based  on  a  review  of  accounts  on  an  individual   basis.  The
            concentration  of credit risk in trade  accounts  receivable  is not
            considered to be significant due to the Company's large client base.

            The  Company  is also  exposed  to credit  risk with  respect to its
            long-term advances to Lexatec VR Systems Inc. and certain subsidiary
            investments.  Advances  to  Lexatec VR Systems  Inc.  are  partially
            secured by a pledge of reciprocal shareholdings.

   (The accompanying notes are an integral part of these financial statements)


                                     - 14 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

12.   Capital Stock

      Authorized: 100,000,000 Common Shares

      Issued:

<TABLE>
<CAPTION>
                                             No. of              2004            No. of              2003
                                             Shares            Amount            Shares            Amount
                                         ----------------------------------------------------------------
<S>                                      <C>             <C>                 <C>             <C>
      Beginning of Year                  37,608,951      $ 43,249,000        36,615,853      $ 42,799,000

      Issued - private placement            993,098           556,000           993,098           450,000
             - exercise of options          130,000            56,000                --                --
             - acquisitions                      --                --                --                --
             - other                        128,125                --                --                --
             - costs of issue                    --                --                --                --
                                         ----------------------------------------------------------------

      End of Year                        38,860,174        43,861,000        37,608,951        43,249,000

      Reciprocal Shareholdings             (568,049)         (564,000)         (568,049)         (564,000)
                                         ----------------------------------------------------------------

                                         38,292,125      $ 43,297,000        37,040,902      $ 42,685,000
                                         ================================================================
</TABLE>

      The Company  awards  unconditional  stock options to employees,  officers,
      directors and others at the  recommendation  of the CEO as approved by the
      shareholders.  Options are granted at the fair market  value of the shares
      on the day granted,  and vest  immediately.  The following is a continuity
      schedule of  outstanding  options for the  reporting  periods,  where WAEP
      refers to "weighted average exercise price".

                                No. of         2004         No. of         2003
                               Options         WAEP        Options         WAEP
      -------------------------------------------------------------------------

      Beginning of Year      4,246,000         1.83      3,991,000         1.96
      Granted                1,626,000         0.86        460,000         0.56
      Exercised               (130,000)        0.43             --           --
      Expired                 (800,000)        4.29       (125,000)        1.07
      -------------------------------------------------------------------------

      End of Year            4,942,000         1.14      4,326,000         1.83
      -------------------------------------------------------------------------

      No stock  options were  exercised  during the year.  The weighted  average
      contractual  life  remaining for options  outstanding  at year end was 947
      days.

   (The accompanying notes are an integral part of these financial statements)


                                     - 15 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

12. Capital Stock (cont'd)

      During the year,  proceeds  from  exercised  stock  options of $56,000 was
      credited to share  capital  (2003:  $nil).  No amounts were  recognized as
      compensation expense with respect to stock options granted or exercised in
      either of the reporting periods.

      Stock options have been granted to the CEO of K-Tronik North America Corp.
      contingent upon meeting sales quotas for that company as tabled below:

<TABLE>
<CAPTION>
                                                 Number of
      Monthly Sales for Six                        Options
      Consecutive Months                       Exercisable          Total       Exercise
      Units of Ballasts                        Per Plateau     Cumulative          Price
<S>                                                 <C>           <C>            <C>
      50,000 per mth for 6 consecutive mths         70,000         70,000        $  0.60
      60,000 per mth for 6 consecutive mths         70,000        140,000           0.60
      70,000 per mth for 6 consecutive mths         70,000        210,000           0.60
      80,000 per mth for 6 consecutive mths         70,000        280,000           0.60
      90,000 per mth for 6 consecutive mths         70,000        350,000           0.60
</TABLE>

      No shares  were  issued in fiscal  2004 or fiscal 2003 as a result of this
      agreement.

      Management  agreed to issue  shares of the Company to four  members of the
      management  team  of  Eiger  Net,  Inc.  and  Eiger  Labs  Group  Inc.  as
      performance earn out consideration  contingent upon achieving the criteria
      tabled below for the combined results of those two companies:

                                         Gross              Net           Common
                         Year     Sales (U.S.)    Income (U.S.)            Share
                         -------------------------------------------------------

                         1999     $ 27,000,000     $  1,000,000          600,000
                         2000       70,000,000        2,500,000          750,000
                         2001       80,000,000        3,500,000          900,000
                         2002       90,000,000        4,000,000          900,000
                         2003      110,000,000        4,000,000          900,000

      600,000  shares were  issued in fiscal 2000 as a result of this  agreement
      based on the operating  results for 1999. No shares have been issued since
      that  time,  and none  will be  issued in  fiscal  2004  pursuant  to this
      agreement as the sales and income criteria have not been met.

   (The accompanying notes are an integral part of these financial statements)


                                     - 16 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

12. Capital Stock (cont'd)

      In connection with the Company's acquisition of Onlinetel,  Inc. in fiscal
      2001, the share exchange  agreement allows that additional shares of Eiger
      Technology,  Inc. may be issued to the former  shareholders  of Onlinetel,
      Inc. if certain earn out provisions are met as follows:

                          Fiscal           Gross             Net          Common
                            Year         Revenue          Income          Shares
                          ------------------------------------------------------

                            2002     $19,083,000     $ 2,442,000       1,800,000
                            2003      37,348,000       6,213,000       1,800,000
                            2004      50,849,000       9,353,000       1,800,000
                            2005      59,867,000      13,849,000       1,800,000

      Unmet earn out  targets  may be carried  forward  and met on a  cumulative
      basis.  The targets for fiscal 2004 were not met and are not being carried
      forward.

13.   Discontinued Operations

      On July 31, 2004, the management  shareholders of Eiger Net, Inc. in South
      Korea  acquired  Eiger's  interest in Eiger Net, Inc. for a nominal sum as
      required by South Korean law. As such, the  purchasers  will assume all of
      the outstanding liabilities of Eiger Net, Inc. as at that date.

<TABLE>
<CAPTION>
                                                                      2004           2003
<S>                                                             <C>            <C>
      Loss on discontinued operations                           $1,306,000     $  321,000
      Loss on disposal of assets of discontinued operations      1,400,000      1,280,000
                                                                -------------------------

                                                                $2,706,000     $1,601,000
                                                                =========================
</TABLE>

      The carrying  values of the major classes of assets and liabilities of the
      discontinued operations are as follows:

                  Cash                          $    20,000
                  Short-term investments            227,000
                  Accounts receivable               462,000
                  Inventory                         550,000
                  Prepaid expenses                  135,000
                  Long-term investments             641,000
                  Equipment                       1,135,000
                  Deferred charges                  233,000
                  Other assets                      588,000
                  Bank indebtedness              (1,364,000)
                  Accounts payable                 (763,000)
                  Long-term debt                   (558,000)
                                                -----------

                                                $ 1,306,000
                                                -----------

   (The accompanying notes are an integral part of these financial statements)


                                     - 17 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

14. Reconciliation to U.S. GAAP

      These   financial   statements  have  been  prepared  in  accordance  with
      accounting   principles   generally  accepted  in  Canada  ("Cdn.  GAAP").
      Significant differences under U.S. GAAP are discussed below.

      In the U.S.  reporting  standards for auditors  require the addition of an
      explanatory  paragraph  (following the opinion paragraph) of the Report of
      Independent   Registered   Public   Accounting  Firm  when  the  financial
      statements  are  affected  by  significant  uncertainties  such  as  those
      referred to in note 1. In Canadian reporting standards such reference does
      not have to be made when the uncertainties are adequately disclosed in the
      notes.

      For fiscal years  beginning  after  December 15, 1998,  U.S. GAAP requires
      that all  organization  costs  (including  those  previously  deferred) be
      expensed currently. Also, all product development costs are to be expensed
      as incurred.

      U.S.  GAAP  requires  the  measurement  and  reporting  of  "comprehensive
      income". Comprehensive income includes net income and all other changes to
      Shareholders'   Equity  other  than  amounts  received  from  or  paid  to
      shareholders.  The  only  reportable  comprehensive  income  item  for the
      Company relates to foreign currency  translation  adjustments as described
      below.

      U.S. GAAP requires the use of the current rate method of foreign  currency
      translation,  with any resulting foreign exchange translation  adjustments
      forming part of  comprehensive  income for the year and  accumulating as a
      separate component of shareholders' equity.

      U.S.  GAAP  permits,  pursuant to APB Opinion 25, the use of the intrinsic
      method of accounting for stock-based compensation,  while SFAS No. 123, as
      modified by SFAS No. 148,  requires  pro-forma  reconciliation to the fair
      value method.

      Reconciliation to U.S. GAAP are as follows:

<TABLE>
<CAPTION>
                                                                       2004            2003
<S>                                                             <C>             <C>
      Net Loss
         - per Cdn. GAAP                                        $(6,438,000)    $(7,551,000)
         - expense deferred product development costs net
             of portion relating to non-controlling interest             --        (172,000)
         - foreign currency translation adjustment                  (55,000)       (283,000)
                                                                ---------------------------

         - per U.S. GAAP                                         (6,493,000)     (8,006,000)
      Comprehensive item - foreign exchange adjustment               55,000         283,000
                                                                ---------------------------

      Comprehensive Loss                                        $(6,438,000)    $(7,723,000)
                                                                ===========================
</TABLE>

   (The accompanying notes are an integral part of these financial statements)


                                     - 18 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

14. Reconciliation to U.S. GAAP (cont'd)

<TABLE>
<CAPTION>
                                                                             2004             2003
<S>                                                                  <C>              <C>
      Deficit
         - per Cdn. GAAP                                             $(40,023,000)    $(33,585,000)
         - expense deferred product development costs                          --         (172,000)
         - foreign currency translation adjustments                       417,000          384,000
                                                                     -----------------------------

         - per U.S. GAAP                                             $(39,606,000)    $(33,373,000)
                                                                     =============================

      Accumulated Other Comprehensive Items:
         - foreign currency translation adjustments                  $   (417,000)    $   (384,000)
                                                                     -----------------------------

         - per U.S. GAAP                                             $   (417,000)    $   (384,000)
                                                                     =============================

      Total Assets:
         - per Cdn. GAAP                                             $  7,048,000     $ 15,778,000
         - expense deferred product development costs                          --         (172,000)
                                                                     -----------------------------

         - per U.S. GAAP                                             $  7,048,000     $ 15,606,000
                                                                     =============================

      Pro-forma Disclosure (SFAS No. 148):
         Comprehensive Loss - as Reported                            $ (6,610,000)    $ (7,723,000)
         Stock-based Compensation Expense                                (900,000)        (195,000)
                                                                     -----------------------------

         Comprehensive Loss - Pro-forma                              $ (7,510,000)    $ (7,918,000)
                                                                     =============================

         Weighted Average Basic and Fully Diluted Loss per Share:
            Loss before Discontinued Operations                             (0.12)           (0.12)
                                                                     -----------------------------

            Net Loss per Share                                              (0.19)           (0.21)
                                                                     -----------------------------
</TABLE>

15.   Cash Payments of Interest and Income Taxes

                                                      2004            2003

      Interest                                    $422,000        $456,000
                                                  ========================

      Income Taxes                                $     --        $     --
                                                  ========================

   (The accompanying notes are an integral part of these financial statements)


                                     - 19 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

16.   Commitments

      As at  September  30,  2004,  the Company had future  minimum  annual rent
      payments on operating leases of $34,000.

17.   Subsequent Event

      On December 15, 2004, K-Tronik International Corp. ("KTI") entered into an
      agreement  to sell all of its  interest in and to the fixed  assets of its
      subsidiary,  K-Troniks Asia Ltd. ("KTA").  The terms of the Agreement call
      for KTA to use the  purchase  proceeds  to retire  the debts of KTA to the
      purchaser.  KTI and the purchaser also entered into agreements whereby KTI
      transfers to the purchaser  ownership of all of the issued and outstanding
      shares of K-Tronik N.A. Inc. ("KTNA"), its U.S. subsidiary which owns KTA.
      The  transfer  of the  shares  of KTNA  has not yet been  effected  but is
      expected  to be effected  shortly.  Upon final  closing of the  agreements
      described  above,  it is expected that the  purchaser  will own all of the
      issued and outstanding shares of KTNA and the assets of KTA. It is further
      expected   that  KTI  will  no  longer  be  engaged  in  the  business  of
      manufacturing, distributing or selling electronic ballasts.

      On November 30, 2004, Alexa Properties sold its manufacturing facility and
      land in Stratford,  Ontario that  previously  housed the operations of ADH
      Custom Metal Fabricators Inc.

18.   Contingent Liabilities

      At  September  30, 2004,  there were three  potential  claims  outstanding
      against the Company.

      The first claim is by a former  employee for wrongful  dismissal,  alleged
      breach of contract,  punitive and aggravated  damages and costs. It is the
      Company's  opinion  that  there  is no merit to the  claim  of  breach  of
      contract,  punitive  or  aggravated  damages.  There may be an  immaterial
      amount if anything owing to this claim.

      Secondly,  there  is a  potential  claim  by a  marketing  firm  for  fees
      allegedly  due and owing that went to  mediation in  September  2004.  The
      Company  took the  position  that if money  was owed that it would be more
      than offset by the Company's counter suit for damages. It is the Company's
      opinion that there will be no resulting liability.

      On November 25,  2004, a claim was issued  against  Onlinetel  Corp.  by a
      telecommunications  company for an alleged  breach of a service  agreement
      plus interest and costs.  It is the Company's  opinion that although there
      may be a potential for liability in this claim,  an amount is not known at
      the present time.

   (The accompanying notes are an integral part of these financial statements)


                                     - 20 -
<PAGE>

EIGER TECHNOLOGY, INC.
Notes to Consolidated Financial Statements
September 30, 2004

19.   Segmented Information

      Management  has  identified   two  reportable   segments:   "Newlook"  and
      "K-Tronik".  Segmentation is determined on the basis of the types of goods
      and services provided and geographic location.

      "Newlook"  consists of Onlinetel Corp. and Onlinetel  Inc.,  which provide
      Voice over  Internet  Protocol  services  to the  Canadian  long  distance
      market.  During the  previous  fiscal  year,  Newlook  consisted of Vision
      Unlimited  Equipment Inc., A.D.H.  Custom Metal Fabricators Inc. and Alexa
      Properties  Inc.  Prior to its assets  being  sold,  A.D.H.  Custom  Metal
      Fabricators  Inc. was a manufacturer of fluorescent  light fixtures,  data
      racks and other metal  cabinetry.  Vision  Unlimited  Equipment  Inc.  was
      inactive.  Alexa Properties Inc. owns the land and manufacturing  facility
      in Stratford,  Ontario.  The operations of Vision Unlimited Equipment Inc.
      and A.D.H.  Custom Metal Fabricators Inc. have been discontinued (see Note
      13).

      "K-Tronik"  includes  K-Tronik  North  America  Corp.,  a  distributor  of
      electronic  ballasts  based in Hackensack,  New Jersey,  and K-Tronik Asia
      Corp., a manufacturer of electronic ballasts operating in Korea.

      "Eiger" includes Eiger Labs Group,  Inc. and EigerNet,  Inc. Both of these
      companies are involved in the  production and  distribution  of electronic
      communications  products.  EigerNet, Inc. is located in South Korea, while
      Eiger Labs Group,  Inc.  operates out of California.  The results of Eiger
      Net, Inc. are presented as  discontinued  operations as Eiger's  ownership
      stake has been acquired (see Note 13).

      Segmented financial information is presented on the following two pages.

   (The accompanying notes are an integral part of these financial statements)


                                     - 21 -
<PAGE>

                                                   [LOGO] SF Partnership, LLP
                                                          Chartered Accountants

                             EIGER TECHNOLOGY, INC.
                              SEGMENTED INFORMATION
                               September 30, 2004

<TABLE>
<CAPTION>
                                                                                                                        Totals per
                                                                                       All           Reconciling         Financial
                                                 Newlook           K-Tronik           Others             Items          Statements
                                               -----------       -----------       -----------       -----------       -----------
                                                     $                  $                $                 $                 $
<S>                                              <C>               <C>               <C>                <C>              <C>
Sales:
 External:
 - Domestic                                      5,481,000                --           501,000         (486,OOO)         5,496,000
 - Foreign                                              --         7,329,000                --                --         7,329,000
                                               -----------       -----------       -----------       -----------       -----------
                                                 5,481,000         7,329,000           501,000          (486,000)       12,825,000

Cost of Sales                                    4,778,000         5,986,000                --          (192,000)       10,572,000
                                               -----------       -----------       -----------       -----------       -----------

Gross Margin                                       703,000         1,343,000           501,000          (294,000)        2,253,000
                                               -----------       -----------       -----------       -----------       -----------

Expenses:
 Operations and Administration                   2,323,000         2,350,000           996,000          (294,000)        5,375,000
 Amortization of Capital and Other Assets          309,000           112,000            41,000                --           462,000
 Interest on Long-term Debt                        145,000                --            27,000                --           172,000
 Other Interest and Bank Charges                   123,000           146,000             3,000                --           272,000
                                               -----------       -----------       -----------       -----------       -----------
                                                 2,900,000         2,608,OOO         1,067,000          (294,000)        6,281,000
                                               -----------       -----------       -----------       -----------       -----------

Income (Loss) before Provision for Income
 Taxes and Non-controlling Interest             (2,197,000)       (1,265,000)         (566,000)               --       (4,028,OOO)

Provision for Income Taxes - Future                 98,000                --                --                --            98,000
Non-controw Interest                              (264,000)         (466,000)               --                --          (730,000)
                                               -----------       -----------       -----------       -----------       -----------

Income (Lass) before Non-Recurring and
   Discontinued Operations                      (2,031,000)         (799,000)         (566,000)               --        (3,396,000)

 Non-recurring Items                              (336,000)               --                --                --          (336,000)
 Discontinued Operations                          (259,000)               --        (2,447,000)               --        (2,706,000)
                                               -----------       -----------       -----------       -----------       -----------

Net Income (Loss) for the Year                  (2,626,000)         (799,000)       (3,013,000)               --       (6,438,OOO)
                                               ===========       ===========       ===========       ===========       ===========

Cash Flows:
 From Operating Activities                        (696,000)            3,000            60,000                --          (613,000)
 From Investing Activities                       (684,OOO)           (28,000)           31,000                --          (681,000)
 From Financing Activities                       1,361,000            49,000          (868,000)               --           542,000
                                               -----------       -----------       -----------       -----------       -----------

                                                   (19,000)           24,000          (757,000)               --          (752,000)

Cash and Cash Equivalents:
 Beginning of the Year                              74,000           204,000           749,000                --         1,027,000
                                               -----------       -----------       -----------       -----------       -----------
 End of the Year                                    55,000           228,000           (8,OOO)                --           275,000
                                               ===========       ===========       ===========       ===========       ===========

Expenditures on Capital Assets
 and Goodwill during the Year                      681,000                --                --                --           681,000
                                               ===========       ===========       ===========       ===========       ===========

Balance of Capital Assets and
 Goodwill - End of the Year
   - Domestic                                    1,466,000                --           627,000                --         2,093,000
   - Foreign                                            --           406,000                --                --           406,000
                                               -----------       -----------       -----------       -----------       -----------

                                                 1,466,000           406,000           627,000                --         2,499,000
                                               ===========       ===========       ===========       ===========       ===========

Total Assets                                     2,305,000         3,947,000           796,000                --         7,048,000
                                               ===========       ===========       ===========       ===========       ===========
</TABLE>

<PAGE>

                                                   [LOGO] SF Partnership, LLP
                                                          Chartered Accountants

                             EIGER TECHNOLOGY, INC.
                              SEGMENTED INFORMATION
                               September 30, 2003

<TABLE>
<CAPTION>
                                                                                                                         Totals per
                                                                                                all        Reconciling    Financial
                                                Newlook       R-Tronik       Eiger Net        Others          Items      Statements
                                             -----------    -----------     -----------     -----------    -----------   -----------
                                                   $             $               $                $             $             $
                                             -----------    -----------     -----------     -----------     ---------   -----------
<S>                                            <C>            <C>             <C>             <C>            <C>          <C>
Sales:
 External:
  - Domestic                                   4,932,000             --              --              --            --     4,932,000
  - Foreign                                           --      9,152,000       8,638,OOO              --            --    17,790,000
                                             -----------    -----------     -----------     -----------     ---------   -----------
                                               4,932,000      9,152,000       8,638,OOO                                  22,722,000

Cost of Sales                                  3,802,000      6,896,000       9,391,000        (193,000)           --    19,896,000
                                             -----------    -----------     -----------     -----------     ---------   -----------

Gross Margin                                   1,130,000      2,256,000        (753,000)        193,000            --     2,826,000
                                             -----------    -----------     -----------     -----------     ---------   -----------

Expenses:
 Operations and Administration                 1,042,000      2,988,000       1,682,000         981,OOO     (193,OOO)     6,500,000
 Amortization of Capital and Other Assets        287,OOO        269,000         147,000         126,000            --       829,OOO
 Interest on Long-term Debt                       35,000             --          31,000              --            --        66,000
 Other Interest and Bank Charges                  29,000        226,000         134,000          12,000            --       401,000
                                             -----------    -----------     -----------     -----------     ---------   -----------
                                               1,393,000      3,483,OOO       1,994,000       1,119,000      (193,000)    7,796,000
                                             -----------    -----------     -----------     -----------     ---------   -----------

Income (Loss) before Provision for Income
 Taxes and Non-controlling Interest             (263,000)    (1,227,000)     (2,747,000)     (1,119,000)    386,OOO      (4,970,000)

Provision for Income Taxes - Future             (98,OOO)             --              --              --            --      (98,OOO)
Non-controlling Interest                        (210,000)      (444,000)        (94,000)             --            --     (748,OOO)
                                             -----------    -----------     -----------     -----------     ---------   -----------

Income (Loss) before Non-Recurring and
  Discontinued Operations                         45,000       (783,000)     (2,653,000)     (1,119,000)      386,000    (4,124,000)

 Non-recurring Items                            (673,000)            --      (1,153,000)             --            --    (1,826,000)
 Discontinued Operations                      (1,601,000)            --              --              --            --    (1,601,000)
                                             -----------    -----------     -----------     -----------     ---------   -----------

Net Income (Loss) for the Year                (2,229,000)     (783,OOO)      (2,653,000)    (l,119,000)     386,OOO      (7,551,000)
                                             ===========    ===========     ===========     ===========     =========   ===========

Cash Flows:
  From Operating Activities                   (1,695,000)       151,000        (301,000)        100,000            --   (1,745,OOO)
  From Investing Activities                      789,OOO       (304,000)    (l,085,000)        (633,000)           --    (1,206,000)
  From Financing Activities                      713,000       (85,OOO)         182,000        (467,000)           --       343,000
                                             -----------    -----------     -----------     -----------     ---------   -----------

                                                (193,000)      (238,000)    (1,177,OOO)      (1,000,000)           --   (2,608,OOO)

Cash and Cash Equivalents:
  Beginning of the Year                          267,000        442,000       1,679,000       1,205,000            --     3,635,000
                                             -----------    -----------     -----------     -----------     ---------   -----------

  End of the Year                                 74,000        204,000         502,000         205,000            --     1,027,000
                                             ===========    ===========     ===========     ===========     =========   ===========

Expenditures on Capital Assets
  and Goodwill during the Year                   159,000        304,000       1,812,000           2,000            --     2,277,000
                                             ===========    ===========     ===========     ===========     =========   ===========

Balance of Capital Assets and
  Goodwill - End of the Year
    - Domestic                                 1,091,000             --              --         650,000            --     1,741,000
    - Foreign                                         --        576,000       1,211,000              --            --     1,787,000
                                             -----------    -----------     -----------     -----------     ---------   -----------
                                               1,091,000        576,000       1,211,000         650,000            --     3,528,000
                                             ===========    ===========     ===========     ===========     =========   ===========

Total Assets                                   4,224,000      6,121,000       4,990,000         443,000            --    15,778,OOO
                                             ===========    ===========     ===========     ===========     =========   ===========
</TABLE>