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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, 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, 2005

Commission File No. 0-29320

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

Ontario, Canada(Jurisdiction of incorporation
or organization)

144 Front Street West, Suite 700Toronto, Ontario M5J 2L7(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.

Check whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Exchange Act). Yes []
  No [ X ]

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 Exhibitsis found at Page 38

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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 Eiger Technology, Inc. (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 ballast | A component that starts a fluorescent lamp.                                                                                                                                                                                                                            
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                        
|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.
|
|
|

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TABLE OF CONTENTS

Page

|PART I    
|----------
|          
|Item 1.   
|          
|Item 2.   
|Item 3.   
|Item 4.   
|Item 5.   
|Item 6.   
|Item 7.   
|Item 8.   
|Item 9.   
|Item 10.  
|Item 11.  
|          
|Item 12.  
|          
|          
|          
|PART II   
|          
|Item 13.  
|          
|Item 14.  
|          
|Item 15.  
|Item 16.  
|Item 16A. 
|Item 16B. 
|Item 16C. 
|Item 16D. 
|Item 16E. 
|          
|          
|PART III  
|          
|Item 17.  
|Item 18.  
|Item 19.  
|          
|          
|SIGNATURES

|3
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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 17 of the attached audited statements. The following table
summarizes information pertaining to operations of the Company for the last five
years ended September 30, 2005.

|                           | 2005         | 2004         | 2003         | 2002         | 2001         
|-------------------------- | ------------ | ------------ | ------------ | ------------ | -------------
|Working Capital            | ($1,743,000) | ($3,255,000) | ($409,000)   | $4,941,000   | $4,942,000   
|Revenue                    | $4,904,000   | $5,754,000   | $4,932,000   | $1,917,000   | $234,000     
|Income (Loss) from         |              |              |              |              |              
|Operations:                | ($1,460,000) | ($1,940,000) | ($1,184,000) | ($3,032,000) | ($940,000)   
|Income (Loss) from         |              |              |              |              |              
|Continuing Operations:     | ($1,460,000) | ($2,276,000) | ($1,184,000) | ($3,032,000) | ($940,000)   
|Net Income (Loss):         | ($3,946,000) | ($6,180,000) | ($7,551,000) | ($5,032,000) | ($20,327,000)
|Earnings (Loss) per Share: | ($0.10)      | ($0.16)      | ($0.21)      | ($0.14)      | ($0.59)      
|Total Assets:              | $1,940,000   | $7,309,000   | $15,778,000  | $23,758,000  | $30,721,000  
|Net Assets:                | ($176,000)   | $3,532,000   | $9,317,000   | $16,418,000  | $21,127,000  
|Long Term Debt:            | $0           | $82,000      | $163,000     | $590,000     | $1,014,000   
|Total Liabilities:         | $2,116,000   | $3,777,000   | $6,461,000   | $7,340,000   | $10,265,000  

|Share Capital:    | $43,297,000   | $43,297,000   | $42,685,000   | $42,235,000   | $42,235,000  
|----------------- | ------------- | ------------- | ------------- | ------------- | -------------
|Retained Earnings |               |               |               |               |              
|(Deficit):        | ($44,806,000) | ($39,765,000) | ($33,585,000) | ($26,034,000) | ($21,091,000)
|Number of Shares: | 38,860,174    | 38,860,174    | 37,608,951    | 36,615,853    | 36,215,853   

|4
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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     
|                 
|                 
|High             
|Low              
|Average          
|Period           

On March 17, 2006 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. $0.8630.

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 17, 2006.

| | MAR  | FEB  | JAN  | DEC  | NOV  | OCT 
| | ---- | ---- | ---- | ---- | ---- | ----
| | 2006 | 2006 | 2006 | 2005 | 2005 | 2005

|High | 0.8832 | 0.8787 | 0.8742 | 0.8690 | 0.8597 | 0.8613
|---- | ------ | ------ | ------ | ------ | ------ | ------
|Low  | 0.8607 | 0.8637 | 0.8528 | 0.8522 | 0.8361 | 0.8413

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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.

Management of the Growth of the CompanyThe
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.

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

New Products and Technological ChangeThe 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

|6
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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 DevelopmentThere 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 ConcernThe 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 PropertyThe 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.

Dependence on Key Personnel and Skilled EmployeesThe
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 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 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.

Relationship with Production EmployeesAlthough 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 ResultsThe 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.

|7
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Foreign Exchange RateMaterial depreciation of the
Canadian dollar against the U.S. dollar may increase certain costs impacting the
Companys profitability and cash flow.

Employment Contracts/Reliance Upon OfficersThe
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 PersonsThe
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 affect service of process within the United States upon the
Corporation or its officers and directors, or to realize in the United States
upon judgments of United States courts predicated upon civil 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.

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 International Corp. (KTI) 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 KTI 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. (KTA). The
Company currently is a 64% shareholder of KTI. 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, KTI
entered into an agreement to sell all of its interest in K-Tronik N.A. Inc.
(KTNA) and the fixed assets of its subsidiary, KTA. Thus, KTI is no longer
engaged in the business of manufacturing, distributing or selling electronic
ballasts.

|8
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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
would issue a maximum of 9,000,000 common shares, which would be comprised of
1,800,000 shares issued to the 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
    2005REVENUE
    $19,083,488
    $37,347,766
    $50,849,180
      $59,867,184NET 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 was not met in any of the above noted years, any gross sales or net
income earned or achieved in that year would be added to the targets of
subsequent years. The common shares of the Company to be issued in respect of
those targets would be considered cumulative and could be achieved in any
subsequent year in respect of the terms of the agreement, if extensions were
granted by Eiger.

On March 18, 2004, Newlook Industries Corp. (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.

|9
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Recent Financings

2006 Newlook Private PlacementOn February 8, 2006,
subsidiary Newlook closed a non-brokered private placement of 500,000 units in
its securities at a price of $0.75 per unit. Each unit is comprised of one share
and one-half share purchase warrant. The warrants, each of which is convertible
to one common share upon exercise, are exercisable for a period of one year at
an exercise price of $1.00 per warrant. As the private placement was fully
subscribed, Newlook received proceeds of $375,000. If the warrants are fully
exercised, Newlook will receive an additional $250,000.

2004 Newlook Private PlacementOn March 18, 2004,
subsidiary 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 two
years at an exercise price of $0.50 per share. The private placement was fully
subscribed, for which Newlook received proceeds of $1,000,000.

March 2003 Private PlacementOn 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 PublicNewlook 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.

|10
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Eiger takes K-Tronik Public
  On January 21, 2004, Eigers majority-owned subsidiary, KTI commenced trading
  on the NASDAQ OTCBB under the symbol KTRK. Eiger currently owns
  14.4 million common shares or 64% of KTI. KTI has since ceased active operations
  (see Business Overview below).

B. Business overview.

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

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 15 years.

K-TRONIK INTERNATIONAL CORP.

KTI is no longer engaged in the business of manufacturing,
distributing or selling electronic ballasts and is considered to have re-entered
the development stage at December 15, 2004. KTI is currently seeking another
acquisition or business opportunity.

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

|11
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competitive long distance rates. Upon these foundation blocks,
Onlinetel provides multiple 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.                                                      

|Sales and Revenue Analysis |                   |                   |                  
|-------------------------- | ----------------- | ----------------- | -----------------
|                           |                   |                   |                  
|Sales                      | Fiscal
      2005 | Fiscal
      2004 | Fiscal
      2003
|                           |                   |                   |                  
|Telecommunication Services | $ 4,904,000       | $ 5,754,000       | $ 4,932,000      

The VoIP-based telecommunication services are offered to the
Canadian market. The electronic ballasts, computer peripherals and fabricated
products businesses have been discontinued. The Companys main business is not
materially 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 toll-quality, premium-value service offering competitive
national rates, the subscription base has expanded through customers word of
mouth.

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:

|                                     | Jurisdiction of  | Percentage of Voting
|------------------------------------ | ---------------- | --------------------
|Name of Subsidiary                   | Organization     | Securities Owned of 
|                                     |                  | Controlled          
|Newlook Industries Corp. (Newlook) | British Columbia | 90%                 
|K-Tronik International Corp. (KTI) | Nevada           | 64%                 

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

|12
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D. Property, plants and
equipment.

The Companys current property, plants and equipment are
comprised primarily of telecommunications and computer equipment. The Company
currently owns no real estate.

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 2005 and 2004

For the fiscal year ended September 30, 2005, Eigers net loss
from continuing operations of $1.5 million ($0.04 per share) improved 36% from
$2.3 million ($0.06 per share) during the prior year. These include net non-cash
expenses amounting to $943,000 in fiscal 2005 and $38,000 in fiscal 2004.
Reported net loss (including non-recurring and discontinued operations) of $4.0
million ($0.10 per share) compared to $6.2 million ($0.16 per share) during the
previous year. Revenues for the period were $4.9 million, compared to $5.8
million in the preceding year.

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Eigers consolidated operating expenses from continuing
operations of $2.5 million (including 700,000 of non-cash items) for the year
ended September 30, 2005 decreased 30% from $3.6 million (including 334,000 of
non-cash items) in fiscal 2004. 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 $1.7 million for the year ended September 30,
2005 decreased 44% from $3.0 million in fiscal 2004.

On December 15, 2004, KTI entered into an agreement to sell all
of its interest in KTNA and the fixed assets of its subsidiary, KTA. As such,
KTI is no longer engaged in the business of manufacturing, distributing or
selling electronic ballasts and therefore, KTI results for the fiscal year are
presented as discontinued operations on the financial statements for fiscal
2005.

Subsidiary Newlooks total revenues for fiscal 2005 were $4.9
million versus $5.7 million in the previous year. Net loss from continuing
operations for the fiscal year was $541,000 ($0.02 per share), compared to $2.4
million ($0.14 per share) in fiscal 2004. Net loss was $580,000 ($0.02 per
share; including $39,000 from discontinued operations) vis a vis a net loss of
$2.7 million ($0.14 per share; including $288,000 from discontinued operations)
in the prior year.

During the fiscal year, Newlooks gross margin increased to
$1.3 million (27% margin) in fiscal 2005 from $960,000 (17% margin) over the
prior period, despite a 15% decline in revenues year-over-year. The mix in
revenues changed substantially during the fiscal year as the Newlook focused on
Call Zone, a sponsor-subsidized, ad-based provincial calling service launched in
October 2003 as well as the Call World international calling service launched in
March 2004 that is made available to all Call Zone subscribers. Call World
currently offers special rates such as to Canada and the U.S. for 2.9 cents per
minute among others.

The improvement in Newlooks gross profit margin in the year
was due mainly to a change in the composition of sales and lower network costs.
A significant portion of revenues in fiscal 2005 came from a corporate focus on
Call Zone, which was more established relative to the prior launch year. In
fiscal 2004, the Newlook launched its own proprietary ad-based calling network.
As such, the focus over fiscal 2004 had been to build up a proprietary
subscriber base at the expense of generating a large proportion of revenues from
advertising. To attract sponsors to advertise on the Call Zone network, a large
enough pool of advertising capacity has to be created to be able to offer the
exposure certain sponsors require to meet their basic advertising demands. It is
anticipated that the initiatives developed in fiscal 2004 and 2005 to build,
develop and expand the proprietary ad-based network will provide the Newlook
significant opportunities to sell sponsor time on the network in fiscal 2006 and
into the future. As advertising becomes a greater component of overall revenues
in the future, it is anticipated that gross margins will increase
accordingly.

|14
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Newlooks SG&A expenses decreased in fiscal 2005 by 49% to
$1.2 million from $2.3 million in the prior year due mainly to a strategy to
reduce costs such as advertising, promotion, human resources and those related
to the development and deployment of the expanded VoIP system. A major
advertising and promotional campaign was embarked in fiscal 2004 to coincide
with the expansion of the Call Zone in Ontario and Quebec. The initiative was
not met with any success. In fiscal 2005, the size of management had been scaled
back and all call centre functions became in-house after having been expanded
and outsourced to accommodate for enhanced hours of operation and
French-speaking capabilities in the previous year. Additionally, Onlinetel was
located in Toronto for the entire year, having been in Kitchener for most of
fiscal 2004.

Newlooks financial expenses decreased to $157,000 during the
fiscal year from $268,000 in the prior year chiefly due to the interest paid as
part of the equipment lease obligations the Newlook made in order to expand its
VoIP network and establish Call Zone in Ontario, Quebec and Alberta during
fiscal 2004. The lease terms established were aggressive, in that they are to be
paid over a 24 month period. As these terms expire between May 31, 2005 to March
31, 2006, financial expenses will likely decline and the resultant cash flow is
anticipated to increase dramatically.

For fiscal 2005, Newlooks positive EBITDA (earnings before
interest, taxes, depreciation and amortization) of $56,000 (including $70,000 of
non-cash expenses) improved significantly from an EBITDA loss of $1,363,000 in
the prior year. Cash EPS was $0.00 for the fiscal year versus negative $0.09 in
the previous year.

In 2004, Newlook had overpaid commodity taxes to the provincial
government in the amount of $258,000. Even though this overpayment was
discovered and refunded in 2005, the correction of this error has been accounted
for retroactively with a restatement of the prior years amounts. As a result of
this restatement, Newlooks fiscal 2004 sales and accounts receivable were
increased by $258,000 and the net loss from continuing operations decreased by
$258,000.

During fiscal 2004, Newlook management determined that there
was an impairment of the goodwill and as a result, goodwill of $336,172 was
charged to income for the year. Additionally, a $98,000 future income tax asset
taken in fiscal 2003 was reversed during the subsequent year as management
determined that it not likely at this point to be realized through the reduction
of future income tax payments.

Eiger believes it has sufficient capital to support expected
operating levels at its current subsidiaries. Consolidated cash and marketable
securities at September 30, 2005 was $33,000 compared to $27,000 at September
30, 2004. The Companys consolidated accounts receivable decreased to $586,000
from $1.1 million and consolidated accounts payable, accrued liabilities and
other payable increased to $2.0 million from $1.9 million over the year ended
September 30, 2004. Total consolidated debt (capital lease obligations) at
fiscal year end was $82,000 compared to $462,000 at September 30, 2004.

|15
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At September 30, 2005, Newlooks cash position of $39,000 had
not changed significantly from $55,000 at the prior year-end. Net equipment
decreased by 27% to $1.1 million at year-end due to amortization taken on the
telecommunications equipment acquired for the expansion of Onlinetels VoIP
telecom network in Ontario, Quebec and Alberta.

Newlooks accounts receivable of $584,000 dropped from $999,000
over the year as a lower emphasis was put on the dial-around business, which
relies on a third party for billing and collection services. To a lesser extent,
the wholesale business was more prevalent in fiscal 2004, and is more
collection-intensive than the other revenue streams. Additionally, the fiscal
2004 year end receivables balance has been restated to include $258,000 owing
from the provincial government for commodity tax overpayments discovered in
2005.

Newlooks accounts payable and accrued charges of $727,000 and
other payable of $923,000 at September 30, 2005 were collectively lower than
$1.9 million in the prior year as positive cash flow was applied to pay down
supplier accounts. Long-term debt including current portion decreased to $82,000
at year end from $462,000 at the previous year as a result of the equipment
leases being paid down and expiring. Deferred revenue of $387,000 in fiscal 2005
relates to subscription fees for the Call Zone calling plan launched during the
prior year. As the subscription is for a one-year term of service, the fee is
amortized on a monthly basis over the one-year period and the revenue is
deferred until earned. Advances from parent company increased marginally over
the year to $2,289,000 from $2,052,084 to reflect payments made by Eiger for
Newlook.

Concurrent with the closing of the Onlinetel acquisition in
fiscal 2004, Newlook closed a private placement of 1,000,000 units of its
securities at a price of $1.00 per unit. Each unit was comprised of one share
and one warrant. Each warrant is convertible to one common share for a period of
two years at an exercise price of $0.50 per share. The private placement was
fully subscribed, for which Newlook received proceeds of $1,000,000. If all
warrants are exercised, Newlook will receive an additional $500,000 in fiscal
2006.

Comparative Analysis Between Fiscal 2004 and 2003

For the fiscal year ended September 30, 2004, net loss before
non-recurring items of $1,940,000 ($0.05 per share) increased 64% from
$1,184,000 ($0.03 per share) during the prior year. Reported net loss (including
discontinued operations and non-recurring items) of $6,180,000 ($0.16 per share)
decreased 18% from $7,551,000 ($0.21 per share) during the previous year.
Revenues for the period were $5,754,000, compared to $4,932,000 in the preceding
year.

Consolidated operating expenses from continuing operations of
$3,548,000 for the year ended September 30, 2004 increased 39% from $2,544,000
in fiscal 2003 due largely from an increase in selling, general and
administrative expenses (SG&A), which consists primarily of salaries and
benefits, and the operating costs associated with sales.

|16
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Consolidated SG&A of $2,944,000 for the year ended
September 30, 2004 increased 40% from $2,108,000 in fiscal 2003.

During the year, Company management determined that there was
an impairment of the goodwill and as a result, goodwill of $336,172 was charged
to income for the year. Additionally, a $98,000 future income tax asset taken in
fiscal 2003 was reversed during the year as management determined that it not
likely at this point to be realized through the reduction of future income tax
payments.

In an effort to focus on the long-term profitability of its
core publicly-traded subsidiaries, the Company reached an agreement, effective
July 31, 2004, to sell its interest in Eiger Net, Inc. to the non-controlling
shareholders for a nominal amount. The purchasers assumed all of the outstanding
liabilities of Eiger Net as at that date. On November 30, 2004, Alexa Properties
sold its property in Stratford, Ontario and no longer has active business
operations. On December 15, 2004, K-Tronik International Corp. entered into an
agreement to sell all of its interest in K-Tronik North America Corp. and the
fixed assets of its subsidiary, K-Tronik Asia Corp. As such, K-Tronik
International Corp. will no longer be engaged in the business of manufacturing,
distributing or selling electronic ballasts. Therefore, Eiger Net, Alexa
Properties and K-Tronik results for the fiscal year are presented as
discontinued operations on the Statement of Operations and Retained Earnings.
This loss from discontinued operations is comprised of $2,504,000 from
operational losses and $1,400,000 from disposal of assets. In comparison, the
loss from discontinued operations for fiscal 2003 is comprised of $3,735,000
from operational losses and $2,632,000 from disposal of assets.

Subsidiary Newlooks total revenues for fiscal 2004 were
$5,738,877 versus $4,931,993 in the previous year. Operating loss before
non-recurring items (relating to a write-down of goodwill and loss on disposal
of assets due to the discontinuance of operations of ADH Custom Metal
Fabricators Inc.) for the fiscal year was $1,940,120, compared to $263,101 in
fiscal 2003. Net loss (including non-recurring items) for the fiscal year was
$2,661,955 versus $2,095,512 in the previous year.

During the fiscal year, Newlook experienced an 16% increase in
overall revenues. The mix in revenues changed substantially during the fiscal
year relative to the prior year as new revenue streams were added, which
currently are the focus of future growth and development. These include Call
Zone, a sponsor-subsidized, ad-based provincial calling service launched in
October 2003 as well as the Call World international calling service launched in
March 2004 that was made available to all Call Zone subscribers. Call World
currently offers special rates such as to Canada and the U.S. of 2.9 cents per
minute among others.

Newlooks gross profit margin declined from 23% in fiscal 2003
to 17% in the year due mainly to a change in the composition of sales. A
significant portion of revenues in fiscal 2003 were the result of higher margin
advertising revenue from a promotion with a major advertiser. For fiscal 2004,
Newlook launched its own proprietary ad-based calling network. As such, the
focus over fiscal 2004 had been to build up a proprietary subscriber

|17
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base at the expense of generating a large proportion of
revenues from advertising. To attract sponsors to advertise on the Call Zone
network, a large enough pool of advertising capacity has to be created to be
able to offer the exposure certain sponsors require to meet their basic
advertising demands. It is anticipated that the initiatives developed in fiscal
2004 to build, develop and expand the proprietary ad-based network will provide
Newlook significant opportunities to sell sponsor time on the network in the
future. As advertising becomes a greater component of overall revenues in the
future, it is anticipated that gross margins will increase accordingly.

Newlooks selling, general and advertising expenses increased
in fiscal 2004 to $2,323,251 from $1,041,964 in the prior year due mainly to an
increase in advertising, promotion, human resources and increased costs related
to the development and deployment of the expanded VoIP system. A major
advertising and promotional campaign was embarked in the fiscal year to coincide
with the expansion of the Call Zone in Ontario and Quebec. The initiative was
not met with any success. Human resource costs increased as a result of an
initiative to increase the level of telecom management expertise within Newlook.
Additionally, certain call centre functions were expanded and outsourced such as
the hours of operation and French-speaking capabilities. Today, the level of
management has been scaled back and all call centre functions are in-house once
again.

Newlooks financial expenses increased to $268,292 during the
fiscal year from $63,713 in the prior year chiefly due to the interest paid as
part of the equipment lease obligations Newlook made in order to expand its VoIP
network and establish Call Zone in Ontario, Quebec and Alberta. The lease terms
established were aggressive, in that they are to be paid over a 24 month period.
As these terms expire between May 31, 2005 to April 30, 2006, financial expenses
as the resultant cash flow is anticipated to increase.

B. Liquidity and capital
resources.

Eiger believes it has sufficient capital to support expected
operating levels at its current subsidiaries. Consolidated cash and marketable
securities at September 30, 2005 was $33,000 compared to $27,000 at September
30, 2004. The Companys consolidated accounts receivable decreased to $586,000
from $1.1 million and consolidated accounts payable, accrued liabilities and
other payable increased to $2.0 million from $1.9 million over the year ended
September 30, 2004. Total consolidated debt (capital lease obligations) at
fiscal year end was $82,000 compared to $462,000 at September 30, 2004.

At September 30, 2005, Newlooks cash position of $39,000 had
not changed significantly from $55,000 at the prior year-end. Net equipment
decreased by 27% to $1.1 million at year-end due to amortization taken on the
telecommunications equipment acquired for the expansion of Onlinetels VoIP
telecom network in Ontario, Quebec and Alberta.

Newlooks accounts receivable of $584,000 dropped from $999,000
over the year as a lower emphasis was put on the dial-around business, which
relies on a third party for

|18
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billing and collection services. To a lesser extent, the
wholesale business was more prevalent in fiscal 2004, and is more
collection-intensive than the other revenue streams. Additionally, the fiscal
2004 year end receivables balance has been restated to include $258,000 owing
from the provincial government for commodity tax overpayments discovered in
2005.

Newlooks accounts payable and accrued charges of $727,000 and
other payable of $923,000 at September 30, 2005 were collectively lower than
$1.9 million in the prior year as positive cash flow was applied to pay down
supplier accounts. Long-term debt including current portion decreased to $82,000
at year end from $462,000 at the previous year as a result of the equipment
leases being paid down and expiring. Deferred revenue of $387,000 in fiscal 2005
relates to subscription fees for the Call Zone calling plan launched during the
prior year. As the subscription is for a one-year term of service, the fee is
amortized on a monthly basis over the one-year period and the revenue is
deferred until earned. Advances from parent company increased marginally over
the year to $2,289,000 from $2,052,084 to reflect payments made by Eiger for
Newlook.

On February 8, 2006, Newlook completed a non-brokered private
placement of units in its securities at a price of $0.75 per unit. Each unit is
comprised of one share and one-half share purchase warrant. The warrants, each
of which is convertible to one common share upon exercise, are exercisable for a
period of one year at an exercise price of $1.00 per warrant. The private
placement had a maximum subscription of 500,000 Units. The private placement was
fully subscribed and Newlook received proceeds of $375,000. If the warrants are
exercised, Newlook will receive an additional $250,000.

Concurrent with the closing of the Onlinetel acquisition 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 was comprised of one share
and one warrant. Each warrant was convertible to one common share for a period
of two years at an exercise price of $0.50 per share. The private placement was
fully subscribed, for which Newlook received proceeds of $1,000,000. Newlook
received an additional $470,000 from the exercise of warrants in fiscal
2006.

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

Research and development expenses were nil (nil: 2004; nil:
2003) for the year ended September 30, 2005.

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.

|19
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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.

F. Tabular disclosure of
contractual obligations.

The following table sets forth the Companys contractual
obligations for the periods indicated:

|                                                                                                                        |            | Payments Due By Period |          
|----------------------------------------------------------------------------------------------------------------------- | ---------- | ---------------------- | ---------
|Contractual Obligations:                                                                                                | Total      | < 1 year               | 1-3 years
|Long-Term Debt (1)                                                                                                      | $1,050,000 | $1,050,000             | nil      
|(1)For details of the composition
      of Company debt, see notes 10 and 11 to the consolidated financial  statements.

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. RacicotNorwich 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.

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Jason R. MorettoVaughan 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.

John G. SimmondsKing ON Director Director since
September 20, 2005.

Mr. Simmonds is an entrepreneur with a track record of serving
as an executive and on board positions with several communications, wireless and
other businesses. Mr. Simmonds is founder of merchant bank Simmonds Capital
Ltd., and currently serves as Chairman of Wireless Age Communications Inc., a
consolidation of retail, wholesale and engineering businesses within the
wireless products and services industry. Mr. Simmonds is involved in managing
Eigers business operations.

Sidney S. HarkemaOrillia 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.

Brian CatoAjax ON Director Director since March 21,
2006.

Mr. Cato has extensive experience in the telecommunications
sector. He has held many senior positions with large multinational corporations
that include Senior Vice-President and General Manager of ICG Communications,
Inc., General Manager with S&P Data and General Manager of Onlinetel Corp.
among others. Mr. Cato is a graduate of York University. Mr. Cato is not
involved in managing Eigers daily business operations.

Neal RomanchychAurora ON Director Director since March
21, 2006.

Mr. Romanchych has over twenty years of experience in the
telecommunications sector. Over that period, he has been involved with several
successful start-ups and has held senior positions with large telecom companies.
His past postings include ten years with Call Net/Sprint Canada (where he was
appointed to the Board of Directors of CNE Fiber Development Corp., its U.S.
operating subsidiary), Vice President of Primus, Vice President of Riptide Inc.
and President of Newlook Industries Corp. Mr. Romanchych holds an Honors
Bachelor of Administrative Studies from Trent University. Mr. Romanchych is not
involved in managing Eigers daily business operations.

|21
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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, 2005 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 6 persons served as members of the administrative,
supervisory or management bodies of the subsidiaries of the Company during
fiscal 2005. The aggregate remuneration paid to such persons was approximately
$500,000.

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 | 500,000  | $ 0.50         | October 5, 2009
|Jason Moretto | 250,000  | $ 0.50         | October 5, 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.

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 21, 2006. 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 currently comprised of Sidney Harkema, Brian Cato and Neal
Romanchych, who are all

22

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independent directors. The committee operates within the
guidelines of the Toronto Stock Exchange.

D. Employees.

The Company and its subsidiaries employed approximately 16
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   | 16              | 0         | 0            

The reduction in the number of employees from 42 in the prior
fiscal year was due to KTNA operations that were discontinued in fiscal 2005 and
Eiger Net operations that were discontinued in fiscal 2004. These discontinued
operations represented 9 and 17 staff, respectively, in fiscal 2004.

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.

|Name and Address  | Occupation                  | Director Since     | Number of Voting Shares          
|----------------- | --------------------------- | ------------------ | ---------------------------------
|                  |                             |                    | Beneficially Owned or            
|                  |                             |                    | Controlled Directly or Indirectly
|Gerry A. Racicot  | President, Chief Executive  | August 21, 1992    | 1,724,880(1)                     
|Norwich, ON       | Officer and Director        |                    |                                  
|                  |                             |                    |                                  
|Jason R. Moretto  | Chief Financial Officer and | January 5, 2004    | 164,496(2)                       
|Vaughan, ON       | Director of the Company;    |                    |                                  
|                  |                             |                    |                                  
|John G. Simmonds  | Director of the Company;    | September 20, 2005 | Nil(3)                           
|King, ON          | President & CEO of          |                    |                                  
|                  | Simmonds Mercantile &       |                    |                                  
|                  | Management Inc.             |                    |                                  
|                  |                             |                    |                                  
|Sidney S. Harkema | Director of the Company;    | August 21, 1992    | 1,514,100(4)                     
|Orillia, ON       | Retired                     |                    |                                  
|                  |                             |                    |                                  
|                  |                             |                    |                                  
|Brian Cato        | Director of the Company;    | March 21, 2006     | Nil(5)                           
|Ajax, ON          | Consultant                  |                    |                                  
|                  |                             |                    |                                  
|                  |                             |                    |                                  
|Neal Romanchych   | Director of the Company;    | March 21, 2006     | Nil(6)                           
|Aurora, ON        | Self-Employed               |                    |                                  
|                  |                             |                    |                                  
|                  |                             |                    |                                  

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(2) Mr. Moretto holds options to purchase 810,000 shares.
(3) Mr. Simmonds holds no options.(4) Mr. Harkema holds options to
purchase 185,000 shares. (5) Mr. Cato holds no options.(6) Mr.
Romanchych holds no options.

|                                  | Number of Shares       |                           
|--------------------------------- | ---------------------- | --------------------------
|                                  | Beneficially Owned or  |                           
|                                  | Controlled Directly or | Percentage of Total Shares
|Name                              | Indirectly             | Issued(1)                 
|                                  |                        |                           
|Directors and Officers as a Group | 3,403,476              | 8.8%                      

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                 | 2,654,021           | 6.83 %            

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.

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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

(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
|----------------- | ------------------ | --------------------------------------
|$4,904,000        | $Nil               | 0%                                    

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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.

|Calendar Period    | High (Cdn$) | Low (Cdn$) | Volume    
|------------------ | ----------- | ---------- | ----------
|                   |             |            |           
|Month Ended        |             |            |           
|                   |             |            |           
|February, 2006     | 0.35        | 0.25       | 735,500   
|January, 2006      | 0.40        | 0.26       | 2,130,000 
|December, 2005     | 0.53        | 0.25       | 2,930,900 
|November, 2005     | 0.30        | 0.19       | 1,320,100 
|October, 2005      | 0.24        | 0.15       | 336,300   
|                   |             |            |           
|Quarter Ended      |             |            |           
|                   |             |            |           
|September 30, 2005 | 0.28        | 0.12       | 2,879,900 
|June 30, 2005      | 0.28        | 0.11       | 2,077,700 
|March 31, 2005     | 0.34        | 0.14       | 2,552,400 
|December 31, 2004  | 0.42        | 0.22       | 3,756,600 
|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
|                   |             |            |           
|Year Ended         |             |            |           
|                   |             |            |           

|September 30, 2003 | 0.85 | 0.42 | 14,546,807
|------------------ | ---- | ---- | ----------
|September 30, 2002 | 2.24 | 0.37 | 32,601,669
|September 30, 2001 | 3.24 | 0.35 | 16,397,600

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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.

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 144 Front St. W., Suite 700, Toronto, ON, M5J 2L7, Canada.
The telephone number at that location is (416) 216-8659.

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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, 2005 and 38,860,174 as of March 27, 2006.

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 nonresident 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 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,

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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:

(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

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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
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

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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 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.

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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 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.

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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 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

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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

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

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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 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.

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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.

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 Exchange Act Rule 13a-15(e)) as of the end of the period covered
by this Form 20-F, have concluded that, as of such date, the Companys
disclosure controls and procedures were effective.

There was no significant change in the Companys internal
control over financial reporting that occurred during the Companys most
recently completed fiscal year ended September 30, 2005 that has materially
affected, or is reasonably likely to materially

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affect, the Companys internal control over financial
reporting, 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 Sidney Harkema, who
is independent for audit committee purposes.

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.

Item 16C. Principal Accountant Fees and
ServicesItem 16C. Exemptions from the Listing Standards for Audit
CommitteeItem 16E. Purchases of Equity Securities by the Company and
Affiliated Purchasers

Not Applicable.

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 ReportAudited Consolidated Financial
Statements of the Company for the years ended September 30, 2005, September 30,
2004 and September 30, 2003.

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Item 19. Exhibits.

|Exhibit Number |                                                                                                                                                                        
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                        
|               |                                                                                                                                                                        
|               |                                                                                                                                                                        
|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.           | 1Plan of Exchange dated as of August 3, 2001 between
      Onlinetel and Eiger Technology, Inc.                                                                        
|
|4.a.           | 2Share Purchase Agreement dated as of November 8,
      2001 among ETIFF Holdings Inc., K-Tronik International Corp., and LMC Capital
      Corp.                      
|
|4.a.           | 3Share 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                                                                                                                                             

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

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 27, 2006        

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EIGER TECHNOLOGY, INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2005, 2004 AND 2003







CONTENTS

|Auditors' Report                           | 1-2   
|------------------------------------------ | ------
|                                           |       
|Consolidated Balance Sheets                | 3     
|                                           |       
|Consolidated Statements of Operations      | 4     
|                                           |       
|Consolidated Statements of Cash Flows      | 5     
|                                           |       
|Notes to Consolidated Financial Statements | 6 - 19

---

AUDITORS' REPORT

To the Shareholders of Eiger Technology, Inc.

We
  have audited the consolidated balance sheets of Eiger Technology, Inc.
  as at September 30, 2005 and 2004 and these consolidated statements of operations
  and cash flows for the years then ended. The financial statements are the responsibility
  of the Company's management. Our responsibility is to express an opinion on
  these financial statements based on our audit.

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

In
  our opinion, these consolidated financial statements present fairly, in all
  material respects, the financial position of the Company as at September 30,
  2005 and 2004 the results of its operations and its cash flows for the years
  then ended in accordance with Canadian generally accepted accounting principles.

The
  accompanying consolidated financial statements have been prepared assuming that
  the Company will continue as a going concern. As discussed in Note 2 to the
  consolidated financial statements, the Company has incurred losses and has a
  working capital deficiency. These factors raise substantial doubt about the
  Company's ability to continue as a going concern. Management's plans regarding
  these matters are described in Note 2. The consolidated financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.

The
  consolidated financial statements as at September 30, 2003 and for the year
  then ended, prior to reclassifications for discontinued operations as described
  in note 15, were audited and reported on by another public accounting firm to
  which they attached their audit report, without qualification, dated December
  30, 2003. We have audited the reclassifications to the 2003 consolidated financial
  statements and in our opinion, such adjustments, in all material respects, are
  appropriate and have been properly applied.

|Toronto, Canada   | CHARTERED ACCOUNTANTS
|----------------- | ---------------------
|December 22, 2005 |                      

- 1 -

---

AUDITORS' REPORT

To the Shareholders of 
  Eiger Technology, Inc.:

We
  have audited the consolidated balance sheet of Eiger Technology, Inc. as at
  September 30, 2003 and the consolidated statements of operations and retained
  earnings and cash flows for the year then ended. These financial statements
  are the responsibility of the Companys management. Our responsibility
  is to express an opinion on these financial statements based on our audits.

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

In
  our opinion, these financial statements present fairly, in all material respects,
  the financial position of Eiger Technology, Inc. as at September 30, 2003 and
  the results of its operations and its cash flows for the year then ended in
  accordance with accounting principles generally accepted in Canada.

Monteith, Monteith &
  Co.

CHARTERED ACCOUNTANTS

Stratford, Ontario, 
  December 30, 2003

- 2 -

---

EIGER TECHNOLOGY, INC.(Incorporated under the Ontario Business Corporations Act) 
  Consolidated Balance Sheets 
  September 30, 2005, 2004 and 2003

|                                                     |   | (Note
      15 and 22) |   |   | (Note 15    | )
|---------------------------------------------------- | - | ---------------------- | - | - | ----------- | -
|                                                     |   | 2005                   |   |   | 2004        |  
|ASSETS                                               |   |                        |   |   |             |  
|Current                                              |   |                        |   |   |             |  
|Cash                                                 | $ | 25,000                 |   | $ | -           |  
|Short-term investments (note 6)                      |   | 8,000                  |   |   | 30,000      |  
|Accounts receivable
      (note 7)                   |   | 586,000                |   |   | 1,087,000   |  
|Prepaid and sundry assets                            |   | 59,000                 |   |   | 21,000      |  
|Current assets
      of discontinued operations      |   | 3,000                  |   |   | 3,393,000   |  
|                                                     |   | 681,000                |   |   | 4,531,000   |  
|Property, Plant and Equipment(note
      8)          |   | 1,148,000              |   |   | 1,558,000   |  
|Investments(note 6)                                  |   | 96,000                 |   |   | 96,000      |  
|Goodwill                                             |   | -                      |   |   | -           |  
|Future Income Tax                                    |   | -                      |   |   | -           |  
|Other(note 9)                                        |   | 15,000                 |   |   | 15,000      |  
|Assets of Discontinued Operations                    |   | -                      |   |   | 1,109,000   |  
|                                                     | $ | 1,940,000              |   | $ | 7,309,000   |  
|LIABILITIES                                          |   |                        |   |   |             |  
|Current                                              |   |                        |   |   |             |  
|Bank indebtedness                                    | $ | -                      |   | $ | 3,000       |  
|Accounts payable
      and accrued charges           |   | 1,030,000              |   |   | 1,904,000   |  
|Capital lease - current portion
      (note 11)      |   | 82,000                 |   |   | 380,000     |  
|Other payable (note
      10)                        |   | 923,000                |   |   | -           |  
|Deferred revenue                                     |   | 387,000                |   |   | 333,000     |  
|Current liabilities
      of discontinued operations |   | 2,000                  |   |   | 5,166,000   |  
|                                                     |   | 2,424,000              |   |   | 7,786,000   |  
|Capital Lease Obligation(note 11)                    |   | -                      |   |   | 82,000      |  
|Liabilities of Discontinued Operations               |   | -                      |   |   | 265,000     |  
|Non-Controlling Interest                             |   | (308,000               | ) |   | (4,356,000  | )
|                                                     |   | 2,116,000              |   |   | 3,777,000   |  
|SHAREHOLDERS' DEFICIT                                |   |                        |   |   |             |  
|Capital Stock(note 13)                               |   | 43,297,000             |   |   | 43,297,000  |  
|Stock Based Compensation                             |   | 1,333,000              |   |   | -           |  
|Contributed Surplus                                  |   | -                      |   |   | -           |  
|Deficit                                              |   | (44,806,000            | ) |   | (39,765,000 | )
|                                                     |   | (176,000               | ) |   | 3,532,000   |  
|                                                     | $ | 1,940,000              |   | $ | 7,309,000   |  

|APPROVED ON BEHALF OF THE BOARD |  |                
|------------------------------- |  | ---------------
|                                |  |                
|"GERRY RACICOT"                 |  | "JASON MORETTO"
|Director                        |  | Director       

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

- 3 -

---

EIGER TECHNOLOGY, INC.Consolidated Statements of Operations 
  Years Ended September 30, 2005, 2004 and 2003

|                                                         |   | (Note
      15 and 22) |   |   | (Note 15    | )
|-------------------------------------------------------- | - | ---------------------- | - | - | ----------- | -
|                                                         |   | 2005                   |   |   | 2004        |  
|                                                         |   |                        |   |   |             |  
|Sales                                                    | $ | 4,904,000              |   | $ | 5,754,000   |  
|                                                         |   |                        |   |   |             |  
|Cost of Sales                                            |   | 3,581,000              |   |   | 4,778,000   |  
|                                                         |   |                        |   |   |             |  
|Gross Profit                                             |   | 1,323,000              |   |   | 976,000     |  
|                                                         |   |                        |   |   |             |  
|Expenses                                                 |   |                        |   |   |             |  
|Selling, general and administrative                      |   | 1,681,000              |   |   | 2,944,000   |  
|Amortization of
      property and equipment             |   | 459,000                |   |   | 321,000     |  
|Amortization of intangibles                              |   | -                      |   |   | 13,000      |  
|Interest and bank
      charges                          |   | 159,000                |   |   | 270,000     |  
|Stock based compensation                                 |   | 168,000                |   |   | -           |  
|                                                         |   |                        |   |   |             |  
|                                                         |   | 2,467,000              |   |   | 3,548,000   |  
|                                                         |   |                        |   |   |             |  
|Loss Before the Undernoted                               |   | (1,144,000             | ) |   | (2,572,000  | )
|                                                         |   |                        |   |   |             |  
|Provision for income taxes - future                      |   | -                      |   |   | 98,000      |  
|Non-controlling
      interest                           |   | 316,000                |   |   | (730,000    | )
|                                                         |   |                        |   |   |             |  
|                                                         |   | 316,000                |   |   | (632,000    | )
|                                                         |   |                        |   |   |             |  
|Loss Before Non-Recurring Items                          |   | (1,460,000             | ) |   | (1,940,000  | )
|                                                         |   |                        |   |   |             |  
|Goodwill impairment
      loss                           |   | -                      |   |   | 336,000     |  
|                                                         |   |                        |   |   |             |  
|Loss from Continuing Operations                          |   | (1,460,000             | ) |   | (2,276,000  | )
|                                                         |   |                        |   |   |             |  
|Loss from discontinued
      operations (note 15)        |   | (2,486,000             | ) |   | (3,904,000  | )
|                                                         |   |                        |   |   |             |  
|Net Loss                                                 |   | (3,946,000             | ) |   | (6,180,000  | )
|                                                         |   |                        |   |   |             |  
|Deficit - beginning of year,as
      previously reported |   | (40,023,000            | ) |   | (33,585,000 | )
|                                                         |   |                        |   |   |             |  
|Restatement (note
      22)                              |   | 258,000                |   |   | -           |  
|                                                         |   |                        |   |   |             |  
|Deficit - beginning of year, as
      restated           |   | (39,765,000            | ) |   | (33,585,000 | )
|                                                         |   |                        |   |   |             |  
|Change in accounting
      policy (note 4)               |   | (1,095,000             | ) |   | -           |  
|                                                         |   |                        |   |   |             |  
|Deficit - end of year                                    | $ | (44,806,000            | ) | $ | (39,765,000 | )
|                                                         |   |                        |   |   |             |  
|                                                         |   |                        |   |   |             |  
|Loss Per Weighted Average Number of                      |   |                        |   |   |             |  
|Shares Outstanding
      - Basic and Diluted             |   |                        |   |   |             |  
|                                                         |   |                        |   |   |             |  
|Continuing operations                                    | $ | (0.04                  | ) | $ | (0.06       | )
|                                                         |   |                        |   |   |             |  
|Discontinued operations                                  | $ | (0.06                  | ) | $ | (0.10       | )
|                                                         |   |                        |   |   |             |  
|Weighted Average Number of Shares                        |   |                        |   |   |             |  
|Outstanding - Basic and Diluted                          |   | 38,292,125             |   |   | 37,666,513  |  

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

- 4 -

---

EIGER TECHNOLOGY, INC.Consolidated Statements of Cash Flows 
  Years Ended September 30, 2005, 2004 and 2003

|                                                           |   | (Note
      15 and 22) |   |   | (Note 15   | )
|---------------------------------------------------------- | - | ---------------------- | - | - | ---------- | -
|                                                           |   | 2005                   |   |   | 2004       |  
|Cash Flows from Operating Activities                       |   |                        |   |   |            |  
|Net loss from continuing operations                        | $ | (1,460,000             | ) | $ | (2,276,000 | )
|Adjustments for:                                           |   |                        |   |   |            |  
|Amortization                                               |   | 459,000                |   |   | 334,000    |  
|Non-controlling
      interest                             |   | 316,000                |   |   | (730,000   | )
|Future income taxes                                        |   | -                      |   |   | 98,000     |  
|Goodwill
      impairment loss                             |   | -                      |   |   | 336,000    |  
|Stock based compensation                                   |   | 168,000                |   |   | -          |  
|Funds provided
      by (used in) continuing operating     |   |                        |   |   |            |  
|activities                                                 |   | (517,000               | ) |   | (2,238,000 | )
|Changes in non-cash
      working capital                  |   |                        |   |   |            |  
|Accounts receivable                                        |   | 501,000                |   |   | (102,000   | )
|Short-term
      investments                               |   | 22,000                 |   |   | 23,000     |  
|Prepaid expenses
      and sundry assets                   |   | (38,000                | ) |   | 10,000     |  
|Accounts
      payable and accrued charges                 |   | (874,000               | ) |   | 999,000    |  
|Other payable                                              |   | 923,000                |   |   | -          |  
|Deferred
      revenue                                     |   | 54,000                 |   |   | 333,000    |  
|Net funds provided by (used in)
      continuing operating |   |                        |   |   |            |  
|activities                                                 |   | 71,000                 |   |   | (975,000   | )
|                                                           |   |                        |   |   |            |  
|Net loss from discontinued
      operations                |   | (2,486,000             | ) |   | (3,904,000 | )
|Adjustments for:                                           |   |                        |   |   |            |  
|Amortization                                               |   | -                      |   |   | 55,000     |  
|Non-controlling interest                                   |   | 3,802,000              |   |   | (487,000   | )
|Goodwill
      impairment loss                             |   | -                      |   |   | 346,000    |  
|Loss from discontinued
      operations                    |   | -                      |   |   | 1,400,000  |  
|Assets
      of discontinued operations                    |   | 4,499,000              |   |   | 6,439,000  |  
|Liabilities of discontinued
      operations               |   | (5,429,000             | ) |   | (2,829,000 | )
|Net funds provided
      by (used in) discontinuing        |   |                        |   |   |            |  
|operations                                                 |   | 386,000                |   |   | 1,020,000  |  
|Cash Flows from Investing Activities                       |   |                        |   |   |            |  
|Acquisition of equipment                                   |   | (49,000                | ) |   | (576,000   | )
|                                                           |   |                        |   |   |            |  
|Net funds provided by (used in)
      investing activities |   | (49,000                | ) |   | (576,000   | )
|Cash Flows from Financing Activities                       |   |                        |   |   |            |  
|Long-term debt                                             |   | (380,000               | ) |   | 102,000    |  
|Bank
      indebtedness                                    |   | (3,000                 | ) |   | (72,000    | )
|Proceeds from issuance
      of common shares              |   | -                      |   |   | 395,000    |  
|                                                           |   |                        |   |   |            |  
|Net funds provided by (used in)
      financing activities |   | (383,000               | ) |   | 425,000    |  
|                                                           |   |                        |   |   |            |  
|Net Decrease in Cash                                       |   | 25,000                 |   |   | (106,000   | )
|Cash - beginning of year                                   |   | -                      |   |   | 106,000    |  
|                                                           |   |                        |   |   |            |  
|Cash - end of year                                         | $ | 25,000                 |   | $ | -          |  

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

- 5 -

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EIGER TECHNOLOGY, INC.Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|1. | Organization and Nature of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Eiger Technology, Inc. (the "Company" or "Eiger")
        was originally incorporated as Alexa Ventures Inc. on September 8, 1986
        under the laws of British Columbia. Currently, the Company is in good
        standing, operating under the laws of Ontario. The Company is listed as
        an issuer on the TSX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Through its subsidiaries, the Company is engaged
        in developing Voice over Internet Protocol ("VoIP") long distance calling
        between major cities in North America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated 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.
        The Company has incurred significant operating losses in previous years
        and as at September 30, 2005, has a working capital deficiency of $(1,743,000)
        (2004- $(3,255,000); 2003-$(409,000)) and a shareholders' deficit of $176,000
        (shareholders' equity: 2004-$3,532,000; 2003-$9,317,000). 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 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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.                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These consolidated financial statements have
        been prepared in accordance with Canadian generally accepted accounting
        principles ("GAAP") which, except as noted in note 17, are consistent
        in all material respects with accounting principles generally accepted
        in the United States of America. The principal accounting policies followed
        by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 6 -

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**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|3. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | a)                                     
|   |                                        
|   |                                        
|   |                                        
|   | b)                                     
|   |                                        
|   |                                        
|   |                                        
|   | c)                                     
|   |                                        
|   |                                        
|   |                                        
|   | d)                                     
|   |                                        
|   |                                        

Office Furniture
      20-30%
      Declining BalanceComputer Equipment
      20-30%
      Declining BalanceTelecommunications Equipment
      30%
      Declining BalanceLeasehold improvements
      10%
      Straight Line


| | e) | 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.

- 7 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|3. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | e)                                     
|   |                                        
|   |                                        
|   |                                        
|   | f)                                     
|   |                                        
|   |                                        
|   |                                        
|   | g)                                     
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   | h)                                     
|   |                                        
|   |                                        

- 8 -

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**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|3. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | i)                                     
|   |                                        
|   |                                        
|   |                                        
|   | j)                                     
|   |                                        
|   |                                        
|   |                                        
|   | k)                                     
|   |                                        
|   |                                        

|4. | Changes in Accounting Policies
|-- | ------------------------------

Stock-Based Compensation

Executives and certain senior managers
  of the Company participate in the stock-based compensation plan, as described
  in note 14. Effective October 1, 2004, the Company adopted, on a retroactive
  basis, the recommendations of CICA Section 3870, Stock-based Compensation
  and Other Stock-based Payments. These recommendations require that compensation
  for all equity based awards made to non-employees and employees be measured
  and recorded in the consolidated financial statements at fair value. The fair
  value of stock based compensation is determined using the Black-Scholes option
  pricing model. The resulting value is charged against income over the vesting
  periods of the option.

- 9 -

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**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|4. | Changes in Accounting Policies(cont'd)
|-- | --------------------------------------

Stock-Based Compensation (cont'd)

For fiscal years prior to 2005, the Company
  applied the intrinsic value based method of accounting for share-based compensation
  awards granted to employees, as permitted by GAAP. As the Company has selected
  the the retroactive application without restatement method, the impact on net
  income of adopting the fair value based method in the comparative period is
  disclosed in note 14.

|5. | Subsidiaries and Related Party Transactions                     
|-- | ----------------------------------------------------------------
|   |                                                                 
|   | Eiger Technology, Inc. is related to the following corporations:

| | Name of Corporation                   | Nature of Relationship                                  
| | ------------------------------------- | --------------------------------------------------------
| |                                       |                                                         
| | 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.            
| |                                       |                                                         
| | Onlinetel Corp.                       | 100% Subsidiary of Newlook Industries
      Corp.       
| |                                       |                                                         
| | Onlinetel Inc .                       | 100% Subsidiary of Onlinetel Corp.                      

* Inactive - holding company only

All transactions within the corporate
  group are in the normal course of business and are recorded at the carrying
  value. Inter-company transactions and balances are eliminated upon consolidation.

Service fees paid to corporations owned
  by management personnel during the period totaled $150,000 (2004-$207,000; 2003:
  $481,000).

|6. | Investments
|-- | -----------
|   |            
|   | a)         
|   |            
|   |            

- 10 -

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**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|6. | Investments(cont'd) b) Long-Term Investments
|-- | --------------------------------------------

| |                                     |   | 2005   |  |   | 2004   |  |   | 2003   | 
| | ----------------------------------- | - | ------ |  | - | ------ |  | - | ------ | 
| | Advances to Lexatec VR Systems Inc. | $ | 96,000 |  | $ | 96,000 |  | $ | 96,000 | 

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

|7. | Accounts Receivables                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                            
|   | Accounts receivable are reported net of an allowance
        for doubtful accounts of $Nil (2004-$104,000; 2003: $101,000).
|   |                                                                                                                            
|8. | Property, Plant and Equipment                                                                                              

(Note 15
      )
      
      (Note 15
      )2005
      
      
      2004
      
      
      2003Accumulated
      
      
      Net Book
      
      
      Net Book
      
      
      Net BookCost
      
      
      Amortization
      
      
      Value
      
      
      Value
      
      
      ValueFurniture and fixtures
      $
      172,000
      
      $
      84,000
      
      $
      88,000
      
      $
      102,000
      
      $
      99,000Telecommunicationsequipment
      
      1,867,000
      
      
      985,000
      
      
      882,000
      
      
      1,200,000
      
      
      952,000Computer equipment
      
      466,000
      
      
      288,000
      
      
      178,000
      
      
      254,000
      
      
      134,000Leasehold improvements
      
      4,000
      
      
      4,000
      
      
      -
      
      
      2,000
      
      
      3,000$
      2,509,000
      
      $
      1,361,000
      
      $
      1,148,000
      
      $
      1,558,000
      
      $
      1,188,000


|9. | Other
|-- | -----

| |                   |   | 2005   |  |   | 2004   |  |   | 2003   | 
| | ----------------- | - | ------ |  | - | ------ |  | - | ------ | 
| |                   |   |        |  |   |        |  |   |        | 
| | Registration fees | $ | 15,000 |  | $ | 15,000 |  | $ | 15,000 | 

- 11 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|10. | Other Payable                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                              
|    | Pursuant to a Forbearance Agreement signed on September
        30, 2005 with a telecommunications company, the Company is obligated to
        pay a principal amount of $898,907 with interest calculated at an annual
        rate of 8% per annum from and after May 31, 2005. The amount is due on
        May 31, 2006.
|    |                                                                                                                                                                                                                                                                                                                              
|11. | Long-Term Debt                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                              
|    | Long-term debt is comprised of the following:                                                                                                                                                                                                                                                                                

| |                                                     |   | 2005    |   |   | 2004     |   |   | 2003     |  
| | --------------------------------------------------- | - | ------- | - | - | -------- | - | - | -------- | -
| |                                                     |   |         |   |   |          |   |   |          |  
| | Capital lease obligations - secured by              |   |         |   |   |          |   |   |          |  
| | telecommunications equipment as described           |   |         |   |   |          |   |   |          |  
| | in note 8 having a net
      book value of $215,000 |   |         |   |   |          |   |   |          |  
| | (2004-$534,000) are repayable in monthly            |   |         |   |   |          |   |   |          |  
| | installments of principal
      and interest at     |   |         |   |   |          |   |   |          |  
| | average interest rates of 17% per annum
      and   |   |         |   |   |          |   |   |          |  
| | are due on March 31, 2006                           | $ | 82,000  |   | $ | 462,000  |   | $ | 360,000  |  
| |                                                     |   |         |   |   |          |   |   |          |  
| | Less: current portion                               |   | (82,000 | ) |   | (380,000 | ) |   | (197,000 | )
| |                                                     |   |         |   |   |          |   |   |          |  
| | Long-term debt                                      | $ | -       |   | $ | 82,000   |   | $ | 163,000  |  

During the year, the Company paid $23,000
  (2004-$145,000; 2003- $35,000) in interest on long-term debt.

|12. | Deferred Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company receives subscription fees for its ad-based
        calling plan. As the subscription is for a one-year term of service, the
        fee is amortized on a monthly basis over the one-year period. When a one-year
        subscription term expires, customers may continue service by renewing
        for another one-year term. Accordingly, the subscription fee at the time
        of renewal would be amortized over the period of the new subscription
        term. Monthly amortized revenue reflects the amortized portion of existing
        plus new subscriber revenue.

- 12 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|13. | Capital Stock                                
|--- | ---------------------------------------------
|    |                                              
|    | Authorized: 100,000,000 Common Shares Issued:

2005
      
      
      2004
      
      
      2003No. of
      
      
      
      
      
      No. of
      
      
      
      
      
      No. ofShares
      
      
      Amount
      
      
      Shares
      
      
      Amount
      
      
      Shares
      
      
      AmountBeginning of year
      
      38,860,174
      
      $
      43,861,000
      
      
      37,608,951
      
      $
      43,249,000
      
      
      36,615,853 $
      
      
      42,799,000Issued- 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
      
      
      38,860,174
      
      
      43,861,000
      
      
      37,608,951
      
      
      43,249,000Reciprocalshareholdings
      
      (568,049
      )
      
      (564,000
      )
      
      (568,049
      )
      
      (564,000
      )
      
      (568,049
      )
      
      (564,000
      )38,292,125
      
      $
      43,297,000
      
      
      38,292,125
      
      $
      43,297,000
      
      
      37,040,902
      
      $
      42,685,000


A summary of the status of the Company's
  stock option plan as at September 30, 2005, 2004 and 2003, and changes during
  the year ended are presented below:

| |                             |  |            |   |   | Weighted | 
| | --------------------------- |  | ---------- | - | - | -------- | 
| |                             |  |            |   |   | Average  | 
| |                             |  | Number     |   |   | Exercise | 
| |                             |  | of Options |   |   | Price    | 
| |                             |  |            |   |   |          | 
| | Balance, September 30, 2002 |  | 3,911,000  |   | $ | 1.96     | 
| | Issued                      |  | 460,000    |   |   | 0.56     | 
| | Exercised                   |  | -          |   |   | -        | 
| | Cancelled                   |  | (125,000   | ) |   | 1.07     | 
| |                             |  |            |   |   |          | 
| | Balance, September 30, 2003 |  | 4,246,000  |   |   | 1.83     | 
| |                             |  |            |   |   |          | 
| | Issued                      |  | 1,626,000  |   |   | 0.86     | 
| | Exercised                   |  | (130,000   | ) |   | 0.43     | 
| | Cancelled                   |  | (800,000   | ) |   | 4.29     | 
| |                             |  |            |   |   |          | 
| | Balance, September 30, 2004 |  | 4,942,000  |   |   | 1.14     | 
| |                             |  |            |   |   |          | 
| | Issued                      |  | 1,000,000  |   |   | 0.40     | 
| | Exercised                   |  | -          |   |   | -        | 
| | Cancelled                   |  | (843,000   | ) |   | 2.66     | 
| |                             |  |            |   |   |          | 
| | Balance, September 30, 2005 |  | 5,099,000  |   | $ | 0.74     | 

- 13 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|14. | Stock-Based Compensation                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                              
|    | Under the stock option plan, the Company may grant options
        to plan members. The exercise price of each option is greater than the
        Company's stock on the date of the grant and an options maximum term is
        five years.
|    |                                                                                                                                                                                                                                              
|    | The table below presents pro-forma net income using
        the fair market value method of accounting for stock-based compensation:                                                                                                         

| |                                                     |   | 2005       |   |   | 2004       |   |   | 2003       |  
| | --------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| | Net loss from continuing operations - as reported   | $ | (1,460,000 | ) | $ | (2,276,000 | ) | $ | (1,184,000 | )
| | Add: Share-based compensation included              |   |            |   |   |            |   |   |            |  
| | in net income                                       |   | 238,000    |   |   | -          |   |   | -          |  
| | Deduct: Share-based compensation                    |   |            |   |   |            |   |   |            |  
| | determined under the fair value
      method        |   | (238,000   | ) |   | (900,000   | ) |   | (195,000   | )
| | Net loss from continuing operations - pro-forma     |   | (1,460,000 | ) |   | (3,176,000 | ) |   | (1,379,000 | )
| | Net loss from discontinued operations - pro-forma   |   | (2,486,000 | ) |   | (3,904,000 | ) |   | (6,367,000 | )
| | Total pro-forma net loss                            | $ | (3,946,000 | ) | $ | (7,080,000 | ) | $ | (7,746,000 | )
| |                                                     |   |            |   |   |            |   |   |            |  
| | Weighted average basic and diluted loss per share - |   |            |   |   |            |   |   |            |  
| | as reported                                         | $ | (0.10      | ) | $ | (0.16      | ) | $ | (0.21      | )
| | Weighted average basic and diluted loss per share - |   |            |   |   |            |   |   |            |  
| | pro-forma                                           | $ | (0.10      | ) | $ | (0.18      | ) | $ | (0.21      | )

The fair value of each option grant is
  estimated on the date of grant using the Black-Scholes option pricing model
  with the following weighted average assumptions used:

Dividend yield
      0.0%Expected volatility
      65.0%Risk-free interest rate
      4.4%Expected lives
      5


- 14 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|15. | Discontinued Operations                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | On July 31, 2004, the management 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.                                               
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | On November 30, 2004, Alexa Properties Inc. sold its
        property in Stratford consisting of building and land with any related
        encumbrances discharged on that date. Alexa Properties Inc. no longer
        has active operations.                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | On December 15, 2004, K-Tronik International Corp. ("KTI")
        entered into an agreement to sell all of its interest in K-Tronik North
        America Corp. and the fixed assets of its subsidiary, K-Tronik Asia Corp.
        KTI is no longer engaged in the business of manufacturing, distributing
        or selling electronic ballasts.

| |                                                             |   | 2005       |   |   | 2004       |   |   | 2003       |  
| | ----------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                             |   |            |   |   |            |   |   |            |  
| | Loss on discontinued operations                             | $ | (2,340,000 | ) | $ | (2,504,000 | ) | $ | (3,735,000 | )
| |                                                             |   |            |   |   |            |   |   |            |  
| | Loss on disposal of assets of discontinued
      operations |   | (146,000   | ) |   | (1,400,000 | ) |   | (2,632,000 | )
| |                                                             |   |            |   |   |            |   |   |            |  
| |                                                             | $ | (2,486,000 | ) | $ | (3,904,000 | ) | $ | (6,367,000 | )

Assets and liabilities presented in the
  consolidated balance sheets include the following assets and liabilities of
  discontinued operations:

| |                               |   | 2005  |  |   | 2004      |  |   | 2003      | 
| | ----------------------------- | - | ----- |  | - | --------- |  | - | --------- | 
| |                               |   |       |  |   |           |  |   |           | 
| | Current assets                | $ | 3,000 |  | $ | 3,393,000 |  | $ | 2,577,000 | 
| | Property, plant and equipment |   | -     |  |   | 1,109,000 |  |   | 1,211,000 | 
| | Other                         |   | -     |  |   | -         |  |   | 1,370,000 | 
| |                               |   |       |  |   |           |  |   |           | 
| |                               |   |       |  |   |           |  |   |           | 
| |                               |   | 3,000 |  |   | 4,502,000 |  |   | 5,158,000 | 
| |                               |   |       |  |   |           |  |   |           | 
| |                               |   |       |  |   |           |  |   |           | 
| | Bank indebtedness             |   | -     |  |   | 1,847,000 |  |   | 1,416,000 | 
| | Current liabilities           |   | 2,000 |  |   | 3,319,000 |  |   | 844,000   | 
| | Long term debt                |   | -     |  |   | 265,000   |  |   | 296,000   | 
| |                               |   |       |  |   |           |  |   |           | 
| |                               |   |       |  |   |           |  |   |           | 
| |                               | $ | 2,000 |  | $ | 5,431,000 |  | $ | 2,556,000 | 

- 15 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|16. | Financial Instruments
|--- | ---------------------
|    |                      
|    | a)                   
|    |                      
|    |                      
|    |                      
|    | b)                   
|    |                      
|    |                      
|    |                      
|    | c)                   
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      

|17. | 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 2. In Canadian reporting standards such reference
        does not have to be made when the uncertainties are adequately disclosed
        in the notes.

- 16 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|17. | Reconciliation to U.S. GAAP(cont'd)                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 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.                                                                                                    
|
|
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Reconciliation to U.S. GAAP are as follows:                                                                                                                                                                                                                                                                                                                                                                

| |                                                  |   | 2005        |   |   | 2004        |   |   | 2003        |  
| | ------------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------- | -
| |                                                  |   |             |   |   |             |   |   |             |  
| | Net loss                                         |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                  | $ | (3,946,000  | ) | $ | (6,180,000  | ) | $ | (7,551,000  | )
| | - foreign currency
      translation adjustment  |   | 50,000      |   |   | (55,000     | ) |   | (283,000    | )
| |                                                  |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                  |   | (3,896,000  | ) |   | (6,235,000  | ) |   | (7,834,000  | )
| | Comprehensive item - foreign exchange            |   |             |   |   |             |   |   |             |  
| | adjustment                                       |   | 50,000      |   |   | 55,000      |   |   | 283,000     |  
| |                                                  |   |             |   |   |             |   |   |             |  
| | Comprehensive loss                               | $ | (3,846,000  | ) | $ | (6,180,000  | ) | $ | (7,551,000  | )
| |                                                  |   |             |   |   |             |   |   |             |  
| | Deficit                                          |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                  | $ | (44,876,000 | ) | $ | (39,765,000 | ) | $ | (33,585,000 | )
| | - foreign currency
      translation adjustments |   | 50,000      |   |   | 417,000     |   |   | 384,000     |  
| |                                                  |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                  | $ | (44,826,000 | ) | $ | (39,348,000 | ) | $ | (33,201,000 | )
| |                                                  |   |             |   |   |             |   |   |             |  
| | Accumulated other comprehensive items:           |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                  | $ | -           |   | $ | -           |   | $ | -           |  
| | - foreign currency
      translation adjustments |   | 50,000      |   |   | (417,000    | ) |   | (384,000    | )
| |                                                  |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                  | $ | 50,000      |   | $ | (417,000    | ) | $ | (384,000    | )

- 17 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|18. | Interest and Income Taxes Paid                                                                             
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|    | During the year, the Company had cash flows arising
        from interest and income taxes paid as follows:

| | Interest paid     | $ | 157,000 |  | $ | 422,000 |  | $ | 456,000 | 
| | ----------------- | - | ------- |  | - | ------- |  | - | ------- | 
| |                   |   |         |  |   |         |  |   |         | 
| | Income taxes paid | $ | -       |  | $ | -       |  | $ | -       | 

|19. | Commitments and Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|20. | Segmented Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Management has identified one reportable segment:
        "Newlook". 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 provides Voice over Internet Protocol services to the Canadian
        long distance market. During the 2003 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. owned the land and manufacturing facility
        in Stratford, Ontario. The operations of Vision Unlimited Equipment Inc.
        and A.D.H. Custom Metal Fabricators Inc. and Alexa Properties Inc. have
        been discontinued (see Note 15).

- 18 -

---

**EIGER TECHNOLOGY, INC.**Notes to Consolidated Financial Statements 
  September 30, 2005, 2004 and 2003

|21. | Subsequent Event                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                    
|    | On November 2, 2005, the Company entered into a 5 year
        operating lease agreement for premise occupancy, effective February 1,
        2006.
|    |                                                                                                                                                    
|    | Under the terms of the agreement, the Company is committed
        to rental payments as follows:                                                  

2006
      $
      30,0002007
      
      30,0002008
      
      30,0002009
      
      30,0002010
      
      30,000$
      150,000


|22. | Restatement of Prior Year Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | In 2005, it was determined that the Company had over
        paid commodity taxes to the provincial government in the amount of $258,000
        in 2004. The correction of this error has been accounted for retroactively
        with a restatement of prior year's amounts. As a result of this restatement,
        sales and accounts receivable were increased by $258,000 and the net loss
        from continuing operations decreased by $258,000. The refund of the overpayment
        was received in the current year.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|23. | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Certain figures for the year ended September 30, 2004
        have been reclassified in order to conform with the current year's financial
        statement presentation.                                                                                                                                                                                                                                                                                                                                                          

- 19 -

---