---

UNITED STATES SECURITIES
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, 2004

Commission File No. 0-29320

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

Ontario, Canada(Jurisdiction of incorporation
or organization)

330 Bay Street, Suite 602 Toronto, Ontario M5H
2S8 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act: None

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

Common Shares, without par value (Title of
Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
Issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 38,860,174 Common Shares without par
value.

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by 
  Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
  12 months 
  (or for such shorter period that the registrant was required to file such reports),
  and (2) has 
  been subject to such filing requirements for the past 90 days.
  Yes x No  ̈

Indicate by check mark which financial statement item the registrant
  has elected to follow.
  Item 17  ̈ Item 18 x

The Index to Exhibits is found at Page 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 the Company as contained in this Annual Report.

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

electronic ballasts A component that starts a fluorescent
lamp.

|LAN         | Local Area Network is a group of PCs, computers and
      peripheral devices that are linked together where each device is located
      in close proximity to all the other devices. LANs typically consist of a
      number of PCs, shares printers, shared directories and files.
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
|              |                                                                                                                                                                                                                                                                                          
|peripherals | A peripheral is a device, which can be attached to a PC
      and is controlled by its processor. Examples include printers and modems.                                                                                                                                                  
|
|
|              |                                                                                                                                                                                                                                                                                          
|VoIP        | Voice over Internet Protocol is a term used in
      telecommunications for a set of facilities for managing the delivery of
      voice information over broadband. A major advantage of VOIP is that it
      avoids the tolls charged by ordinary telephone service.                  
|
|
|

2

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TABLE OF CONTENTS

|           |                                                                                                          | Page
|---------- | -------------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                          |     
|PART I    
|           |                                                                                                          |     
|Item 1.    | Identity of Directors, Senior
      Management and Advisors Not Applicable                               | 4   
|Item 2.    | Offer Statistics and Expected
      Timetable  Not Applicable                                           | 4   
|Item 3.    | Key Information                                                                                          | 4   
|Item 4.    | Information on the Company                                                                               | 9   
|Item 5.    | Operating and Financial Review
      and Prospects                                                       | 14  
|Item 6.    | Directors, Senior Management
      and Employees                                                         | 20  
|Item 7.    | Major Shareholders and Related
      Party Transactions                                                  | 23  
|Item 8.    | Financial Information                                                                                    | 25  
|Item 9.    | The Offer and Listing                                                                                    | 26  
|Item 10.   | Additional Information                                                                                   | 27  
|Item 11.   | Quantitative and Qualitative
      Disclosure about Market Risk Not Applicable                           | 36  
|Item 12.   | Description of Securities Other
      than Equity Securities Not Applicable                              | 36  
|           |                                                                                                          |     
|           |                                                                                                          |     
|PART II   
|           |                                                                                                          |     
|Item 13.   | Defaults, Dividend Arrearages
      and Delinquencies Not Applicable                                     | 36  
|Item 14.   | Material Modifications to the
      Rights of Security Holders andUse of Proceeds 
      Not Applicable | 36  
|Item 15.   | Controls and Procedures                                                                                  | 36  
|Item 16.   | Reserved                                                                                                 | 36  
|Item 16A.  | Audit Committee Financial Expert                                                                         | 36  
|Item 16B.  | Code of Ethics                                                                                           | 36  
|           |                                                                                                          |     
|           |                                                                                                          |     
|PART III  
|           |                                                                                                          |     
|Item 17.   | Financial Statements 
      Not Applicable                                                              | 38  
|Item 18.   | Financial Statements                                                                                     | 38  
|Item 19.   | Exhibits                                                                                                 | 38  
|           |                                                                                                          |     
|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 14 of the attached audited statements. The following table
summarizes information pertaining to operations of the Company for the last five
years ended September 30, 2004.

|                           | 2004         | 2003         | 2002         | 2001          | 2000       
|-------------------------- | ------------ | ------------ | ------------ | ------------- | -----------
|                           |              |              |              |               |            
|Working Capital            | ($3,511,000) | ($401,000)   | $4,941,000   | $4,942,000    | $12,815,000
|                           |              |              |              |               |            
|Revenue                    | $12,825,000  | $14,084,000  | $12,024,000  | $19,325,000   | $30,070,000
|                           |              |              |              |               |            
|Income (Loss) from         |              |              |              |               |            
|Operation:                 | ($3,396,000) | ($2,186,000) | ($4,116,000) | ($20,327,000) | ($693,000) 
|                           |              |              |              |               |            
|Income (Loss) from         |              |              |              |               |            
|Continuing Operation:      | ($3,732,000) | ($2,186,000) | ($4,116,000) | ($20,327,000) | ($629,000) 
|                           |              |              |              |               |            
|Net Income (Loss):         | ($6,438,000) | ($7,551,000) | ($5,032,000) | ($20,327,000) | ($693,000) 
|                           |              |              |              |               |            
|Earnings (Loss) per Share: | ($0.17)      | ($0.21)      | ($0.14)      | ($0.59)       | ($0.03)    
|                           |              |              |              |               |            
|Total Assets:              | $7,048,000   | $15,778,000  | $23,758,000  | $30,721,000   | $57,145,000
|                           |              |              |              |               |            
|Net Assets:                | $3,274,000   | $9,317,000   | $16,418,000  | $21,127,000   | $38,348,000
|                           |              |              |              |               |            
|Long Term Debt:            | $347,000     | $548,000     | $590,000     | $1,014,000    | $1,488,000 
|                           |              |              |              |               |            
|Total Liabilities:         | $3,774,000   | $6,461,000   | $7,340,000   | $10,265,000   | $15,501,000

4

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|Share Capital:               | $43,297,000   | $42,685,000   | $42,235,000   | $42,235,000   | $42,001,000
|---------------------------- | ------------- | ------------- | ------------- | ------------- | -----------
|                             |               |               |               |               |            
|Retained Earnings (Deficit): | ($40,023,000) | ($33,585,000) | ($26,034,000) | ($21,091,000) | ($764,000) 
|                             |               |               |               |               |            
|Number of Shares:            | 38,860,174    | 37,608,951    | 36,615,853    | 36,215,853    | 33,945,858 

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 EndedSeptember 302004
    2003
    2002
    2001
    2000High
    0.7912
    0.7506
    0.6654
    0.6711
    0.6984Low
    0.7159
    0.6254
    0.6179
    0.6319
    0.6604Average
    0.7550
    0.6854
    0.6359
    0.6515
    0.6795Period
    0.7912
    0.7408
    0.6300
    0.6335
    0.6651


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

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

MAR
    FEB
    JAN
    DEC
    NOV
    OCT2005
    2005
    2005
    2004
    2004
    2004High
    0.8320
    0.8131
    0.8342
    0.8433
    0.8493
    0.8199Low
      0.8024
    0.7958
    0.8051
    0.8056
    0.8150
      0.7859


5

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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.

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

Management of the Growth of the 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

6

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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 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.

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

7

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

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

Risks of International BusinessThe Company currently
has production facilities in Asia and North America. As well, the Company
distributes, markets and sells its products in numerous foreign countries.
Accordingly, the Company is subject to the risks associated with producing and
selling in international markets. These risks include the imposition of tariff
and non-tariff barriers to trade requirements for export licenses local business
regulation including the imposition of taxes.

Relationship with Production 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.

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

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

8

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

Item 4. Information on the Company

A.
History and development of the company.

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

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

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

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

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

9

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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
    $59,867,184NETINCOME
    $2,442,015
    $6,212,532
    $9,352,747
    $13,848,741


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

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

Recent Financings

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

March 2003 Private 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.

10

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Other Recent Developments

Eiger takes Onlinetel Public

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

Eiger takes K-Tronik Public

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

B.
Business overview.

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

NEWLOOK INDUSTRIES CORP.

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

By leveraging its technology platform and scalable network
infrastructure, Onlinetel has taken advantage of disruptive pricing and delivers
multiple communication offerings to its customers. Onlinetel offers telephony
services for international calling, long distance calling subscriptions plans
and Internet access. Through its Intelliswitch application, Onlinetel has
pioneered and developed a new media for advertisers, enabling individuals and
businesses to benefit from free long distance while sponsors benefit from
one-to-one

11

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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 14 years.

K-TRONIK INTERNATIONAL CORP.

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

Description of Principal Products

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

| | 1. | Call Zone/Call World  Free, sponsor-subsidized, ad-based
      provincial calling with no-ad international calling.                           
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                
| | 2. | Subscription Plans  Traditional long distance and
      Internet plans for the residential and small office/home office (SOHO)
      market.
| |    |                                                                                                                                                
| | 3. | Advertising - New media services for sponsors on the Call
      Zone free calling network.                                                     
| |    |                                                                                                                                                
| | 4. | 10-10-580 - Dial-around services for pay-per-call
      domestic and international calling.                                                    

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

12

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Sales and Revenue Analysis

|Sales                      |   | Fiscal 2004 |  |   | Fiscal 2003 |  |   | Fiscal 2002 | 
|-------------------------- | - | ----------- |  | - | ----------- |  | - | ----------- | 
|                           |   |             |  |   |             |  |   |             | 
|Electronic Ballasts        | $ | 7,329,000   |  | $ | 9,152,000   |  | $ | 10,107,000  | 
|                           |   |             |  |   |             |  |   |             | 
|Computer Peripherals       | $ | nil         |  | $ | nil         |  | $ | nil         | 
|                           |   |             |  |   |             |  |   |             | 
|Telecommunication Services | $ | 5,496,000   |  | $ | 4,932,000   |  | $ | 1,917,000   | 
|                           |   |             |  |   |             |  |   |             | 
|Fabricated Products        | $ | nil         |  | $ | nil         |  | $ | nil         | 

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

Marketing and Distribution Channels

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

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

C.
Organizational structure.

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

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

13

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



***D.
Property, plants and equipment.***

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

Item 5. Operating and Financial Review and Prospects

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

A.
Operating results.

Comparative Analysis Between Fiscal 2004 and 2003

For the fiscal year ended September 30, 2004, net loss before
non-recurring items of $3,396,000 ($0.09 per share) increased 55% from
$2,186,000 ($0.06 per share) during the prior year. Reported net loss (including
discontinued operations and non-recurring items) of $6,438,000 ($0.17 per share)
decreased 15% from $7,551,000 ($0.21 per share) during the previous year.
Revenues for the period were $12,825,000, compared to $14,084,000 in the
preceding year. Revenues from ongoing operations were as follows:

14

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|($'000s) FYE-Sept. |  | 2004   |  | 2003   |  | Increase (Decrease) | 
|------------------ |  | ------ |  | ------ |  | ------------------- | 
|Eiger Net          |  | *      |  | *      |  | n.a.                | 
|K-Tronik           |  | 7,329  |  | 9,152  |  | -20%                | 
|Newlook            |  | 5,496  |  | 4,932  |  | +11%                | 
|Total              |  | 12,825 |  | 14,084 |  | -9%                 | 

Consolidated operating expenses from continuing operations of
$6,281,000 for the year ended September 30, 2004 increased 8% from $5,802,000 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. Consolidated SG&A of $5,375,000
for the year ended September 30, 2004 decreased 12% from $4,817,000 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 will assume all of the
outstanding liabilities of Eiger Net as at that date. Therefore, Eiger Net
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 $1,306,000 from operational losses and $1,400,000
from disposal of assets. In comparison, the loss from discontinued operations
for fiscal 2003 is comprised of $3,003,000 from operational losses and
$2,632,000 from disposal of assets.

Subsidiary Newlooks total revenues for fiscal 2004 were
$5,480,662 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 $2,198,435, compared to $263,101 in
fiscal 2003. Net loss (including non-recurring items) for the fiscal year was
$2,920,170 versus $2,095,512 in the previous year.

During the fiscal year, Newlook experienced an 11% 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.

15

---

Newlooks gross profit margin declined from 23% in fiscal 2003
to 13% 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 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 fiscal 2005 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.

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 dramatically.

Subsidiary K-Tronik reported net sales of US$5,531,014 for
fiscal 2004, a decrease of US$1,005,964 or 15% from the US$6,536,978 in sales
reported for fiscal 2003. The sales decrease was mainly attributed to an
unexpected shortage of inventory during the third and fourth quarters of fiscal
2004 related to a shortage of copper and steel, which are key components in the
manufacture of ballasts. Additionally, K-Troniks manufacturer received several
shipments of ballast components which were defective which had to be replaced
and caused a delay in the shipment of inventory to K-Tronik.

K-Troniks gross profit decreased to US$1,013,382 in fiscal
2004, a decrease of US$598,217 or 37% compared to US$1,611,599 in fiscal 2003 as
a result of the above factors that resulted in a decrease of sales. The decrease
was further impacted by the write-off US$320,989 of inventory at K-Troniks
Asian subsidiary. These factors led to a decrease in the gross profit margin
from 25% in fiscal 2003 to 18% in fiscal 2004.

16

---

K-Troniks SG&A expenses decreased to US$2,169,607 in
fiscal 2004, versus the prior year total of US$2,322,747. The decrease of
US$153,140 or 7% is primarily attributable to a reduction in costs at KTA of
approximately US$206,000 at KTA, a reduction in professional fees of US$136,000,
bad debt expenses of US$57,000 and wages and payroll related costs of US$27,000.
These decreases were offset by an increase in investor relation costs of
US$353,000. K-Troniks loss from operations increased to US$1,156,225 in fiscal
2004 from a US$711,148 loss in fiscal 2003. The increase in the loss from
operations is directly related to those items discussed above. K-Troniks
interest and other expenses decreased to US$105,206 for fiscal 2004 from
US$156,648 for fiscal 2003. This decrease was primarily due to an overall
reduction in the average amount borrowed and a lower interest rate associated
with K-Troniks new credit facility. Interest expense decreased to US$108,535 in
fiscal 2004 compared to US$161,602 in fiscal 2003 primarily due to the lower
interest rate during fiscal 2004 and decreased debt levels. For the reasons
stated above K-Tronik incurred a net loss of US$1,261,431 for fiscal 2004 as
compared to a loss of $867,796 for the prior year.

On December 15, 2004, K-Tronik International Corp. entered into
an agreement to sell all of its interest in K-Tronik N.A. Inc. (KTNA) and the
fixed assets of its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the
Agreement call for KTA to use the purchase proceeds to retire the debts of KTA
to the purchaser. Upon final closing of the agreement, it is expected that the
purchaser will own all of the issued and outstanding shares of KTNA and the
assets of KTA and that K-Tronik International Corp. will no longer be engaged in
the business of manufacturing, distributing or selling electronic ballasts.rough
acquisition.

Comparative Analysis Between Fiscal 2003 and 2002

Revenues for the fiscal year ending September 30, 2003
increased 17% to $14.1 million from $12.0 million during the prior year. Loss
from continuing operations for the period was $2.2 million ($0.06 per share),
compared to a loss of $4.1 million ($0.11 per share) during the prior year.
Discontinued operations totaling $5.4 million ($.15 per share) are comprised of
non-recurring items relating to the write-down of certain capital assets,
inventory and goodwill and the discontinued operations of ADH Custom Metal
Fabricators, Inc. (ADH) and Eiger Net. Revenue from ongoing operations was as
follows:

|($000s) FYE-Sept. |  | 2003   |  | 2002   |  | Increase (Decrease) | 
|------------------ |  | ------ |  | ------ |  | ------------------- | 
|Onlinetel          |  | 4,932  |  | 1,917  |  | +157%               | 
|Eiger Net          |  | *      |  | *      |  | n.a.                | 
|K-Tronik           |  | 9,152  |  | 10,107 |  | -9%                 | 
|Newlook            |  | *      |  | *      |  | n.a.                | 
|Total              |  | 14,084 |  | 12,024 |  | +17%                | 

17

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Onlinetel drove Eigers considerable revenue growth in fiscal
2003. Onlinetel experienced a significant increase in revenues as the companys
core operations shift increasingly towards the rapidly expanding residential
market. Newlooks revenues were categorized as discontinued operations as a
result of its May 2003 announcement that it would be ceasing its ADH business
and closing its manufacturing facility. ADH operations were wound-up in August
2003.

Operating expenses decreased 16% for fiscal 2003 to $5,802,000
from $6,945,000 for the prior period. SG&A decreased by 21% in the fiscal
year to $4,817,000 from $6,085,000 in the prior year. SG&A consists
primarily of salaries and benefits, and the operating costs associated with
sales. Amortization of capital assets, goodwill and other assets increased to
$682,000 from $451,000 in the previous year mainly due to the relatively larger
capital asset base existing during fiscal 2003. Interest on long-term debt,
other interest and bank charges decreased to $303,000 in fiscal 2003 from
$409,000 in the prior year.

B.
Liquidity and capital resources.

Eiger consolidated cash and marketable securities at September
30, 2004 was $245,000 compared to $325,000 at September 30, 2003. Over the
fiscal year, cash and marketable securities were impacted by a media campaign
launched at Newlook and the purchase of capital assets relating to the expansion
of Onlinetels telecom network in Ontario, Quebec and Alberta. The Companys
accounts receivable decreased to $2,221,000 from $2,791,000 and accounts payable
and accrued liabilities increased to $5,103,000 from $3,828,000 over the year
ended September 30, 2003. Total debt (bank indebtedness and long-term debt) at
fiscal year end was $2,694,000 compared to $3,216,000 at September 30, 2003.

The Company received $612,000 in fiscal 2004 in proceeds from
the issuance of common shares. This was mainly represented by $556,000 in
proceeds from warrants exercised relating to the private placement of 993,098
units issued in fiscal 2003. Additionally, $56,000 came from the exercise of
Company stock options.

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

At September 30, 2004, Newlooks cash position of $54,720 had
not changed significantly from $73,975 at the prior year-end. Equipment rose to
$1,466,158 at year-end due to purchase of capital assets relating to the
expansion of Onlinetels VoIP telecom network in Ontario, Quebec and Alberta.
Accounts receivable of $740,454

18

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dropped from $921,801 over the year as a lower emphasis was put
on the wholesale business, which is more collections intensive than the other
revenue streams.

Newlooks accounts payable and accrued charges of $1,852,328 at
September 30, 2004 was significantly higher than $881,250 in the prior year
mainly due to increased costs involved with the outlay and expansion of the
system-build before resultant revenues materialized. Current accounts payable is
significantly lower. Long-term debt increased to $461,784 at year end from
$360,536 at the previous year as a result of increased equipment leasing due to
the network expansion. Deferred revenue of $332,715 appears in fiscal 2004 as
Newlook receives subscription fees for the Call Zone calling plan launched
during the 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 dropped significantly over
the year to $2,052,084 from $2,938,627 due primarily to the $1,200,000 debt
forgiveness by the Company as part of the Onlinetel acquisition.

At September 30, 2004, K-Tronik had working capital deficit of
US$1,322,141, and cash and cash equivalents of US$180,701 as compared to working
capital deficit of US$439,971 and cash and cash equivalents of US$145,952 at
September 30, 2003. The decrease in working capital was primarily attributed to
the net loss in fiscal 2004.

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

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

D. Trend
information.

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

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

Through its majority-owned subsidiary, Newlook, Eiger is
positioned to play a principal role in the Canadian VoIP services market.
Advertising based calling networks have been launched nationally in order to
significantly expand its user base and introducing several

19

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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 PeriodContractual Obligations:
    Total
    < 1 year
    1-3 years
    4-5 years
    > 5 yearsLong-Term Debt (1)
    $847,000
    $500,000
    $347,000
    nil
    nil


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.

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.

Sidney S.
HarkemaOrillia
ON                               
Director Director since August 22, 1992.

20

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

Roland P. AustrupPort Sydney ON                    
  Director 
  Director since April 10, 2003.
  Mr. Austrup is president and CEO of Integrated Managed Futures Corp., the managed
  futures subsidiary of Integrated Asset Management (IAM), a Toronto-based asset
  manager with $1.3 billion under management. Mr. Austrup has been an important
  bridge between the investment community and Eiger Technology in the past. Mr.
  Austrup is not involved in managing Eigers daily business operations.

Philip CassisSt. Thomas ON                      Director
  
  Director since March 22, 2005.
  Mr. Cassis is a director and former president of China Diamond Corp. He has
  been responsible for many aspects of capital management and financing for a
  number of private and publicly traded companies in Canada and in the U.S. He
  is also president of Nu Media Systems and retains interests in international
  real estate development projects. Mr. Cassis is not involved in managing Eigers
  daily business operations.

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

B.
Compensation.

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

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

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

Name
    Quantity
    Exercise price
    ExpiryGerry Racicot
    200,000
    $ .96
    December 23, 2008Jason Moretto
    200,000
    $ .96
    December 23, 2008Gerry Racicot
    500,000
    $ .85
    March 31,
2009


21

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Jason Moretto
    250,000
    $ .85
    March 31, 2009Sidney Harkema
    10,000
    $ .85
    March 31, 2009Rob Hoegler
    10,000
    $ .85
    March 31, 2009Roland Austrup
    10,000
    $ .85
    March 31, 2009


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

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

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

C. Board
practices.

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

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

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

D.
Employees.

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

|              | Administrative/ | Sales/    |              
|------------- | --------------- | --------- | -------------
|Location      | Clerical        | Marketing | Manufacturing
|              |                 |           |              
|Canada        | 14              | 2         | 0            
|United States | 2               | 5         | 2            
|South Korea   | 5               | 5         | 7            

22

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

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

***E.
Share ownership.***

|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;      |                   |                                  
|                  |                               |                   |                                  
|                  |                               |                   |                                  
|                  |                               |                   |                                  
|Sidney S. Harkema | Director of the Company;      | August 21, 1992   | 1,514,100(3)                     
|Orillia, ON       | retired                       |                   |                                  
|                  |                               |                   |                                  
|                  |                               |                   |                                  
|Robert Hoegler    | Director of the Company at    | February 23, 1996 | Nil(4)                           
|Richmond, BC      | last fiscal year end; did not |                   |                                  
|                  | stand for re-election on      |                   |                                  
|                  | March 22, 2005                |                   |                                  
|                  |                               |                   |                                  
|                  |                               |                   |                                  
|Roland P. Austrup | Director of the Company;      | April 10, 2003    | 6,500(5)                         
|Port Sydney, ON   | President/CEO of Integrated   |                   |                                  
|                  | Managed Futures Corp.         |                   |                                  
|                  |                               |                   |                                  

|(1) | Mr. Racicot holds options to purchase 1,800,000 shares.
|--- | -------------------------------------------------------
|(2) | Mr. Moretto holds options to purchase 560,000 shares.  
|(3) | Mr. Harkema holds options to purchase 235,000 shares.  
|(4) | Mr. Hoegler holds options to purchase 160,000 shares.  
|(5) | Mr. Austrup holds options to purchase 275,000 shares.  

Number of SharesBeneficially Owned orControlled Directly or
      Percentage of Total SharesName
      Indirectly
      Issued(1)Directors and Officers as a Group
    3,409,976
    8.8%


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

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

Item 7. Major Shareholders and Related Party
Transactions

23

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A. Major
shareholders.

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

All common shareholders have identical voting rights.

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

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

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

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

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

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

B.
Related party transactions.

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

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

C.
Interests of experts and counsel.

24

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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
|------------ | ------------ | --------------------------------
|$ 12,825,000 | $ 7,329,000  | 57.1%                           

Legal Proceedings

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

Dividend Policy

The Company has not paid dividends on the common shares in any
of its last five fiscal years. The directors of the Company will determine if
and when dividends should be declared and paid in the future based on the
Companys financial position at the relevant

25

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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$)
    Low (Cdn$)
    VolumeMonth EndedFebruary, 2005
    0.30
    0.22
    721,200January, 2005
    0.34
    0.25
    576,300December, 2004
    0.33
    0.22
    1,470,500November, 2004
    0.37
    0.24
    1,444,800October, 2004
    0.42
    0.29
    841,300Quarter EndedSeptember 30, 2004
    0.63
    0.36
    2,233,400June 30, 2004
    0.97
    0.45
    2,186,500March 31, 2004
    1.40
    0.75
    7,447,600December 31, 2003
    1.29
    0.42
    10,195,800September 30, 2003
    0.58
    0.43
    4,132,700June 30, 2003
    0.69
    0.44
    3,301,200March 31, 2003
    0.85
    0.42
    3,250,400December 31, 2002
    0.84
    0.50
    3,862,507Year EndedSeptember 30, 2002
    2.24
    0.37
    32,601,669September 30, 2001
    3.24
    0.35
    16,397,600September 30, 2000
    10.30
    0.90
    37,181,900


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

B. Plan
of distribution.

Not Applicable.

C.
Markets.

26

---

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.

E.
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 330 Bay St., Suite 602, Toronto, ON M5H 2S8, Canada. The
telephone number at that location is (416) 216-8659.

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

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

27

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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, 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.

28

---

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 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

29

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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
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;

30

---

(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.

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

31

---

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. 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

32

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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 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

33

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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 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

34

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(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.

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.

35

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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 were no changes in the Companys internal control over
financial reporting that occurred during the year ended September 30, 2004 that
have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit committee financial expert.

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

Item 16B. Code of Ethics.

36

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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.

37

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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, 2004 and September
30, 2003.

Item 19. Exhibits.

|Exhibit Number |                                                                                                                                                                        | **Page**
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------
|               |                                                                                                                                                                        |         
|1.1            | Certificate of Incorporation dated September 8,
      1986.                                                                                                            | *       
|1.2            | Certificate of Name Change dated November 26, 1999.                                                                                                                    | *       
|1.3            | Articles (Bylaws) of the Corporation.                                                                                                                                  | *       
|1.4            | Company Stock Option Plan                                                                                                                                              | *       
|4.a.1          | Plan of Exchange dated as of August
      3, 2001 between Onlinetel and Eiger Technology, Inc.                                                                         | *       
|
|4.a.2          | Share Purchase Agreement dated as of
      November 8, 2001 among ETIFF Holdings Inc., K-Tronik International Corp.,
      and LMC Capital Corp.                       | *       
|
|4.a.3          | Share Purchase Agreement dated as of
      December 19, 2001 among Vision Unlimited Equipment Inc., ADH Custom Metal
      Fabricators Inc., and Newlook Capital Corp. | *       
|
|
|31.1           | Section 302 Certifications                                                                                                                                             |         
|31.2           | Section 302 Certifications                                                                                                                                             |         
|32.1           | Section 906 Certifications                                                                                                                                             |         
|32.2           | Section 906 Certifications                                                                                                                                             |         

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

38

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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.

November 2, 2005

39

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EIGER TECHNOLOGY, INC.

CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED SEPTEMBER 30, 2004

(RESTATED)







|CONTENTS                                  
|------------------------------------------
|                                          
|Auditors' Report                          
|                                          
|Consolidated Balance Sheets               
|                                          
|Consolidated Statements of Operations     
|                                          
|Consolidated Statements of Cash Flows     
|                                          
|Notes to Consolidated Financial Statements

---

AUDITORS' REPORT

To the Shareholders ofEiger Technology, Inc.

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

We
  conducted our audit in accordance with Canadian generally accepted auditing
  standards 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 provide 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,
  2004 and the results of its operations and its cash flows for the year then
  ended in accordance with Canadian generally accepted accounting principles.

The
  accompanying consolidated financial statements have been prepared assuming that
  the Company will continue as a going concern. As discussed in Note 1 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 1. 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 2002, and for
  the years then ended were audited and reported on by another public accounting
  firm to which they attached their audit report, without qualification, dated
  December 30, 2003.

We
  also audited the adjustments described in note 14 that were applied to restate
  the 2003 and 2002 financial statements. In our opinion, such adjustments are
  appropriate and have been properly applied.

**"SF
  PARTNERSHIP, LLP"
  CHARTERED ACCOUNTANTS**

Toronto, CanadaFebruary 25, 2005 except as to note 14 which 
  is at July 11, 2005

- 1 -

---

AUDITORS' REPORT

To the Shareholders of 
  Eiger Technology, Inc.:

We
  have audited the consolidated balance sheets of Eiger Technology, Inc. as at
  September 30, 2003 and 2002, and the consolidated statements of operations and
  retained earnings and cash flows for the years 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
  2002, and the results of its operations and its cash flows for the years then
  ended in accordance with accounting principles generally accepted in Canada.

Monteith,
  Monteith & Co.

CHARTERED ACCOUNTANTS

Stratford, Ontario, 
  December 30, 2003

- 2 -

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

|                                                     |   | 2004        |   |   | 2003        |   |   | 2002        |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                     |   |             |   |   | (Note 14    | ) |   | (Note 14    | )
|ASSETS                                               |   |             |   |   |             |   |   |             |  
|Current                                              |   |             |   |   |             |   |   |             |  
|Cash                                                 | $ | 245,000     |   | $ | 325,000     |   | $ | 711,000     |  
|Short-term investments
      (note 5)                |   | 30,000      |   |   | 53,000      |   |   | 770,000     |  
|Accounts receivable (note 6)                         |   | 2,221,000   |   |   | 2,791,000   |   |   | 2,908,000   |  
|Inventories                                          |   | 1,648,000   |   |   | 2,440,000   |   |   | 2,526,000   |  
|Prepaid and sundry assets                            |   | 128,000     |   |   | 169,000     |   |   | 291,000     |  
|Current assets of
      discontinued operations      |   | -           |   |   | 2,577,000   |   |   | 6,303,000   |  
|                                                     |   | 4,272,000   |   |   | 8,355,000   |   |   | 13,509,000  |  
|Property, Plant and Equipment(note
      7)          |   | 2,498,000   |   |   | 2,316,000   |   |   | 2,384,000   |  
|Investments(note 5)                                  |   | 96,000      |   |   | 96,000      |   |   | 123,000     |  
|Goodwill                                             |   | -           |   |   | 2,114,000   |   |   | 2,208,000   |  
|Future Income Tax                                    |   | -           |   |   | 98,000      |   |   | -           |  
|Other(note 8)                                        |   | 182,000     |   |   | 218,000     |   |   | 295,000     |  
|Assets of Discontinued Operations                    |   | -           |   |   | 2,581,000   |   |   | 5,239,000   |  
|                                                     | $ | 7,048,000   |   | $ | 15,778,000  |   | $ | 23,758,000  |  
|LIABILITIES                                          |   |             |   |   |             |   |   |             |  
|Current                                              |   |             |   |   |             |   |   |             |  
|Bank indebtedness (note 9)                           | $ | 1,847,000   |   | $ | 2,351,000   |   | $ | 2,529,000   |  
|Accounts payable
      and accrued charges           |   | 5,103,000   |   |   | 3,828,000   |   |   | 1,983,000   |  
|Long-term debt - current portion
      (note 10)     |   | 500,000     |   |   | 317,000     |   |   | 120,000     |  
|Deferred revenue                                     |   | 333,000     |   |   | -           |   |   | -           |  
|Current liabilities of discontinued
      operations |   | -           |   |   | 2,260,000   |   |   | 3,936,000   |  
|                                                     |   | 7,783,000   |   |   | 8,756,000   |   |   | 8,568,000   |  
|Long-Term Debt(note 10)                              |   | 347,000     |   |   | 548,000     |   |   | 590,000     |  
|Liabilities of Discontinued Operations               |   | -           |   |   | 296,000     |   |   | 1,014,000   |  
|Non-Controlling Interest                             |   | (4,356,000  | ) |   | (3,139,000  | ) |   | (2,832,000  | )
|                                                     |   | 3,774,000   |   |   | 6,461,000   |   |   | 7,340,000   |  
|SHAREHOLDERS' EQUITY                                 |   |             |   |   |             |   |   |             |  
|Capital Stock(note 12)                               |   | 43,297,000  |   |   | 42,685,000  |   |   | 42,235,000  |  
|Contributed Surplus                                  |   | -           |   |   | 217,000     |   |   | 217,000     |  
|Deficit                                              |   | (40,023,000 | ) |   | (33,585,000 | ) |   | (26,034,000 | )
|                                                     |   | 3,274,000   |   |   | 9,317,000   |   |   | 16,418,000  |  
|                                                     | $ | 7,048,000   |   | $ | 15,778,000  |   | $ | 23,758,000  |  

|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 
  Year Ended September 30, 2004 
  (Restated)

|                                                  |   | 2004        |   |   | 2003        |   |   | 2002        |  
|------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                  |   |             |   |   | (Note 14    | ) |   | (Note 14    | )
|                                                  |   |             |   |   |             |   |   |             |  
|Sales                                             | $ | 12,825,000  |   | $ | 14,084,000  |   | $ | 12,024,000  |  
|                                                  |   |             |   |   |             |   |   |             |  
|Cost of Sales                                     |   | 10,572,000  |   |   | 11,010,000  |   |   | 9,638,000   |  
|                                                  |   |             |   |   |             |   |   |             |  
|Gross Profit                                      |   | 2,253,000   |   |   | 3,074,000   |   |   | 2,386,000   |  
|                                                  |   |             |   |   |             |   |   |             |  
|Expenses                                          |   |             |   |   |             |   |   |             |  
|Selling, general and administrative               |   | 5,375,000   |   |   | 4,817,000   |   |   | 6,085,000   |  
|Amortization of
      property and equipment      |   | 394,000     |   |   | 545,000     |   |   | 318,000     |  
|Amortization of intangibles                       |   | 68,000      |   |   | 137,000     |   |   | 133,000     |  
|Interest on long-term
      debt                  |   | 172,000     |   |   | 35,000      |   |   | 60,000      |  
|Other interest and bank charges                   |   | 272,000     |   |   | 268,000     |   |   | 349,000     |  
|                                                  |   |             |   |   |             |   |   |             |  
|                                                  |   | 6,281,000   |   |   | 5,802,000   |   |   | 6,945,000   |  
|                                                  |   |             |   |   |             |   |   |             |  
|Loss Before the Undernoted                        |   | (4,028,000  | ) |   | (2,728,000  | ) |   | (4,559,000  | )
|                                                  |   |             |   |   |             |   |   |             |  
|Provision for income taxes - future               |   | 98,000      |   |   | (98,000     | ) |   | -           |  
|Non-controlling
      interest                    |   | (730,000    | ) |   | (444,000    | ) |   | (443,000    | )
|                                                  |   | (632,000    | ) |   | (542,000    | ) |   | (443,000    | )
|Loss Before Non-Recurring Items                   |   | (3,396,000  | ) |   | (2,186,000  | ) |   | (4,116,000  | )
|Goodwill impairment loss                          |   | 336,000     |   |   | -           |   |   | -           |  
|                                                  |   |             |   |   |             |   |   |             |  
|Loss from Continuing Operations                   |   | (3,732,000  | ) |   | (2,186,000  | ) |   | (4,116,000  | )
|                                                  |   |             |   |   |             |   |   |             |  
|Loss from discontinued operations
      (note 13) |   | (2,706,000  | ) |   | (5,365,000  | ) |   | (916,000    | )
|                                                  |   |             |   |   |             |   |   |             |  
|Net Loss                                          |   | (6,438,000  | ) |   | (7,551,000  | ) |   | (5,032,000  | )
|                                                  |   |             |   |   |             |   |   |             |  
|Deficit - beginning of year                       |   | (33,585,000 | ) |   | (26,034,000 | ) |   | (21,002,000 | )
|                                                  |   |             |   |   |             |   |   |             |  
|Deficit - end of year                             | $ | (40,023,000 | ) | $ | (33,585,000 | ) | $ | (26,034,000 | )
|                                                  |   |             |   |   |             |   |   |             |  
|Loss Per Weighted Average Number of               |   |             |   |   |             |   |   |             |  
|Shares Outstanding
      - Basic and Diluted      |   |             |   |   |             |   |   |             |  
|                                                  |   |             |   |   |             |   |   |             |  
|Continuing operations                             | $ | (0.09       | ) | $ | (0.06       | ) | $ | (0.11       | )
|                                                  |   |             |   |   |             |   |   |             |  
|Discontinued operations                           | $ | (0.07       | ) | $ | (0.15       | ) | $ | (0.03       | )
|                                                  |   |             |   |   |             |   |   |             |  
|Weighted Average Number of Shares                 |   |             |   |   |             |   |   |             |  
|Outstanding - Basic and Diluted                   |   | 37,666,513  |   |   | 36,544,355  |   |   | 35,868,364  |  

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

- 4 -

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EIGER TECHNOLOGY, INC.Consolidated Statements of Cash Flows 
  Year Ended September 30, 2004 
  (Restated)

|                                                           |   | 2004       |   |   | 2003       |   |   | 2002       |  
|---------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                           |   | (Note 14   | ) |   | (Note 14   | ) |   |            |  
|Cash Flows from Operating Activities                       |   |            |   |   |            |   |   |            |  
|Net loss from continuing operations                        | $ | (3,732,000 | ) | $ | (2,186,000 | ) | $ | (4,116,000 | )
|Adjustments for:                                           |   |            |   |   |            |   |   |            |  
|Amortization                                               |   | 462,000    |   |   | 682,000    |   |   | 451,000    |  
|Non-controlling
      interest                             |   | (730,000   | ) |   | (444,000   | ) |   | (443,000   | )
|Future income taxes                                        |   | 98,000     |   |   | (98,000    | ) |   | -          |  
|Goodwill
      impairment loss                             |   | 336,000    |   |   | -          |   |   | -          |  
|Funds provided by (used in) continuing
      operating     |   |            |   |   |            |   |   |            |  
|activities                                                 |   | (3,566,000 | ) |   | (2,046,000 | ) |   | (4,108,000 | )
|Changes in non-cash working capital                        |   |            |   |   |            |   |   |            |  
|Accounts
      receivable                                  |   | 570,000    |   |   | 117,000    |   |   | (824,000   | )
|Short-term investments                                     |   | 23,000     |   |   | 717,000    |   |   | 3,148,000  |  
|Inventory                                                  |   | 792,000    |   |   | 86,000     |   |   | (5,000     | )
|Prepaid expenses
      and sundry assets                   |   | 41,000     |   |   | 122,000    |   |   | (22,000    | )
|Accounts
      payable and accrued charges                 |   | 1,275,000  |   |   | 1,845,000  |   |   | (504,000   | )
|Deferred revenue                                           |   | 333,000    |   |   | -          |   |   | -          |  
|Net funds provided
      by (used in) continuing operating |   |            |   |   |            |   |   |            |  
|activities                                                 |   | (532,000   | ) |   | 841,000    |   |   | (2,315,000 | )
|                                                           |   |            |   |   |            |   |   |            |  
|Net loss from discontinued operations                      |   | (2,706,000 | ) |   | (5,365,000 | ) |   | (916,000   | )
|Adjustments for:                                           |   |            |   |   |            |   |   |            |  
|Amortization                                               |   | -          |   |   | 226,000    |   |   | 346,000    |  
|Non-controlling
      interest                             |   | (487,000   | ) |   | (194,000   | ) |   | (509,000   | )
|Goodwill impairment
      loss                             |   | 346,000    |   |   | 27,000     |   |   | -          |  
|Loss
      from discontinued operations                    |   | 1,400,000  |   |   | 2,632,000  |   |   | -          |  
|Assets of discontinued
      operations                    |   | 5,158,000  |   |   | 3,891,000  |   |   | 6,217,000  |  
|Liabilities
      of discontinued operations               |   | (2,556,000 | ) |   | (2,394,000 | ) |   | (2,075,000 | )
|Net funds provided by (used in)
      discontinuing        |   |            |   |   |            |   |   |            |  
|operations                                                 |   | 1,155,000  |   |   | (1,177,000 | ) |   | 3,063,000  |  
|Cash Flows from Investing Activities                       |   |            |   |   |            |   |   |            |  
|Acquisition
      of equipment                             |   | (576,000   | ) |   | (477,000   | ) |   | (985,000   | )
|                                                           |   |            |   |   |            |   |   |            |  
|Net funds provided
      by (used in) investing activities |   | (576,000   | ) |   | (477,000   | ) |   | (985,000   | )
|Cash Flows from Financing Activities                       |   |            |   |   |            |   |   |            |  
|Long-term
      debt                                       |   | (18,000    | ) |   | 155,000    |   |   | (289,000   | )
|Bank indebtedness                                          |   | (504,000   | ) |   | (178,000   | ) |   | 318,000    |  
|Proceeds
      from issuance of common shares              |   | 395,000    |   |   | 450,000    |   |   | 219,000    |  
|                                                           |   |            |   |   |            |   |   |            |  
|Net funds provided
      by (used in) financing activities |   | (127,000   | ) |   | 427,000    |   |   | 248,000    |  
|                                                           |   |            |   |   |            |   |   |            |  
|Net Decrease in Cash                                       |   | (80,000    | ) |   | (386,000   | ) |   | 11,000     |  
|                                                           |   |            |   |   |            |   |   |            |  
|Cash - beginning of year                                   |   | 325,000    |   |   | 711,000    |   |   | 700,000    |  
|                                                           |   |            |   |   |            |   |   |            |  
|Cash - end of year                                         | $ | 245,000    |   | $ | 325,000    |   | $ | 711,000    |  

(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, 2004

|1. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These financial statements have been prepared
        on a going concern basis which contemplates the realization of assets
        and the payment of liabilities in the ordinary course of business. Despite
        a positive shareholders' equity position of $3,274,000 (2003-$9,317,000;
        2002-$16,418,000), Eiger Technology, Inc. ("Eiger" or the "Company") has
        incurred significant operating losses in previous years and as at September
        30, 2004, has a working capital deficiency of $3,511,000 (2003-$401,000).
        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 at year end
        was in violation of a tangible net worth covenant with respect to a revolving
        credit line with the Trust Company Bank of New Jersey.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company believes that future shares issuance
        and certain sales related efforts will provide sufficient cash flow for
        it to continue as a going concern in its present form. However, there
        can be no assurances that the Company will achieve such results. Accordingly,
        the consolidated financial statements do not include any adjustments related
        to the recoverability and classification of recorded asset amounts or
        the amount and classification of liabilities or any other adjustments
        that might be necessary should the Company be unable to continue as a
        going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 6 -

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

|2. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | c)                                     
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   | d)                                     
|   |                                        
|   |                                        
|   |                                        
|   | e)                                     
|   |                                        
|   |                                        
|   |                                        
|   | f)                                     
|   |                                        
|   |                                        
|   |                                        
|   | g)                                     
|   |                                        
|   |                                        

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


- 7 -

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

|2. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | h)                                     
|   |                                        
|   |                                        
|   |                                        
|   | i)                                     
|   |                                        
|   |                                        
|   |                                        
|   | j)                                     
|   |                                        
|   |                                        
|   |                                        
|   | k)                                     
|   |                                        
|   |                                        

- 8 -

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

|2. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | l)                                     
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   |                                        
|   | m)                                     
|   |                                        
|   |                                        

- 9 -

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

|2. | Significant Accounting Policies(cont'd)
|-- | ---------------------------------------
|   |                                        
|   | n)                                     
|   |                                        
|   |                                        
|   |                                        
|   | o)                                     
|   |                                        
|   |                                        

- 10 -

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

|3. | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Effective October 1, 2002, the Company adopted the recommendations
        of CICA Section 3870, "Stock-based Compensation and Other Stock-based
        Payments", which requires the disclosure of pro-forma net income as if
        the Company had accounted for its stock options issued to employees subsequent
        to September 30, 2002 under the fair value method. Pro-forma results,
        including stock-based compensation, for the year ended September 30, 2004
        and the year ended September 30, 2003 and 2002 for comparison, are as
        follows:

| |                                                           |   | 2004       |   |   | 2003       |   |   | 2002       |  
| | --------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
| |                                                           |   |            |   |   |            |   |   |            |  
| | Net loss from continuing operations - as reported         | $ | (3,732,000 | ) | $ | (2,186,000 | ) | $ | (4,116,000 | )
| | Stock-based compensation expense                          |   | (900,000   | ) |   | (195,000   | ) |   | (285,000   | )
| |                                                           |   |            |   |   |            |   |   |            |  
| | Net loss from continuing operations - pro-forma           | $ | (4,632,000 | ) | $ | (2,381,000 | ) | $ | (4,401,000 | )
| | Weighted average basic and diluted loss per
      share - |   |            |   |   |            |   |   |            |  
| | as reported                                               |   | (0.09      | ) |   | (0.06      | ) |   | (0.11      | )
| | Weighted average basic and diluted loss per
      share - |   |            |   |   |            |   |   |            |  
| | pro-forma                                                 |   | (0.12      | ) |   | (0.07      | ) |   | (0.12      | )

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

- 11 -

---

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

|4. | Subsidiaries and Related Party Transactions                     
|-- | ----------------------------------------------------------------
|   |                                                                 
|   | Eiger Technology, Inc. is related to the following corporations:

| | 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.            
| |                                      |                                                         
| | K-Tronik North America Corp.         | 100% Subsidiary of K-Tronik International
      Corp.   
| |                                      |                                                         
| | K-Tronik Asia Corp.                  | 100% Subsidiary of K-Tronik North
      America Corp.   
| |                                      |                                                         
| | Onlinetel Corp.                      | 100% Subsidiary of Newlook Industries
      Corp.       
| |                                      |                                                         
| | Onlinetel Inc .                      | 100% Subsidiary of Onlinetel Corp.                      

* Inactive - holding company only

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

Service fees paid to corporations owned
  by management personnel during the period totaled $207,000 (2003: $481,000;
  2002: $456,000).

- 12 -

---

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

|5. | Investments
|-- | -----------
|   |            
|   | a)         
|   |            
|   |            
|   |            
|   | b)         

| |                                     |   | 2004   |  |   | 2003   |  |   | 2002    | 
| | ----------------------------------- | - | ------ |  | - | ------ |  | - | ------- | 
| |                                     |   |        |  |   |        |  |   |         | 
| | Advances to Lexatec VR Systems Inc. | $ | 96,000 |  | $ | 96,000 |  | $ | 123,000 | 

|   | The advances noted above are non-interest bearing, and have no specific
      terms of repayment.                           
|-- | ----------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                             
|6. | Accounts Receivables                                                                                                        
|   |                                                                                                                             
|   | Accounts receivable are reported net of an allowance for doubtful accounts
      of $104,000 (2003: $101,000; 2002: $27,000)
|   |                                                                                                                             
|7. | Property, Plant and Equipment                                                                                               

2004
      
      
      2003
      
      
      2002Accumulated
      
      
      Net Book
      
      
      Net Book
      
      
      Net BookCost
      
      
      **Amortization**
      
      
      Value
      
      
      Value
      
      
      ValueLand
      $
      159,000
      
      $
      -
      
      $
      159,000
      
      $
      159,000
      
      $
      159,000Buildings
      
      561,000
      
      
      183,000
      
      
      378,000
      
      
      396,000
      
      
      409,000Machinery andequipment
      
      951,000
      
      
      668,000
      
      
      283,000
      
      
      447,000
      
      
      173,000Furniture and fixtures
      
      244,000
      
      
      122,000
      
      
      122,000
      
      
      127,000
      
      
      172,000Automotive equipment
      
      22,000
      
      
      17,000
      
      
      5,000
      
      
      9,000
      
      
      11,000Telecommunicationsunder capital leasehold
      
      835,000
      
      
      167,000
      
      
      668,000
      
      
      373,000
      
      
      -Telecommunications
      
      989,000
      
      
      458,000
      
      
      531,000
      
      
      579,000
      
      
      1,018,000Computer equipment
      
      659,000
      
      
      307,000
      
      
      352,000
      
      
      226,000
      
      
      330,000Leasehold improvements
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      112,000$
      4,420,000
      
      $
      1,922,000
      
      $
      2,498,000
      
      $
      2,316,000
      
      $
      2,384,000


- 13 -

---

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

|8. | Other
|-- | -----

| |                                         |   | 2004    |  |   | 2003    |  |   | 2002    | 
| | --------------------------------------- | - | ------- |  | - | ------- |  | - | ------- | 
| |                                         |   |         |  |   |         |  |   |         | 
| | Non-interest bearing long-term deposits | $ | 61,000  |  | $ | 68,000  |  | $ | 115,000 | 
| | Regulatory approval                     |   | 113,000 |  |   | 143,000 |  |   | 153,000 | 
| | Other                                   |   | 8,000   |  |   | 7,000   |  |   | 27,000  | 
| |                                         |   |         |  |   |         |  |   |         | 
| |                                         | $ | 182,000 |  | $ | 218,000 |  | $ | 295,000 | 

|9.  | Bank Indebtedness                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Foreign and domestic subsidiary lines of credit balances
        totaling $2,014,000 (Cdn.), bear interest at rates ranging from 4.0 -
        8.0%, are secured by the short-term investments, inventory and equipment,
        and are repayable upon demand. The Company at year end was in violation
        of a tangible net worth covenant with respect to a revolving credit line
        with the Trust Company Bank of New Jersey.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10. | Long-Term Debt                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Long-term debt is comprised of the following:                                                                                                                                                                                                                                                                                                                                                                                               

| |                                                      |   | 2004     |   |   | 2003     |   |   | 2002     |  
| | ---------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
| |                                                      |   |          |   |   |          |   |   |          |  
| | Royal Bank of Canada term loan repayable in          |   |          |   |   |          |   |   |          |  
| | monthly instalments of $10,000 plus interest         |   |          |   |   |          |   |   |          |  
| | calculated at Royal Bank
      prime plus 1/4%       | $ | 385,000  |   | $ | 505,000  |   | $ | 625,000  |  
| | Capital lease obligations - repayable over two years |   |          |   |   |          |   |   |          |  
| | due May 31, 2005 to April
      30, 2006; interest   |   |          |   |   |          |   |   |          |  
| | rates averaging 17.0%                                |   | 462,000  |   |   | 360,000  |   |   | -        |  
| | Other                                                |   | -        |   |   | -        |   |   | 85,000   |  
| |                                                      |   |          |   |   |          |   |   |          |  
| |                                                      |   | 847,000  |   |   | 865,000  |   |   | 710,000  |  
| | Less: current portion                                |   | (500,000 | ) |   | (317,000 | ) |   | (120,000 | )
| |                                                      |   |          |   |   |          |   |   |          |  
| | Long-term debt                                       | $ | 347,000  |   | $ | 548,000  |   | $ | 590,000  |  

- 14 -

---

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

|10. | Long-Term Debt(cont'd)                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                 
|    | During the year, the Company paid $295,000 (2003: $102,000)
        in interest on long-term debt. Principal payments required on long-term
        debt for the next five years are as follows:

2005
      $
      500,0002006
      
      202,0002007
      
      120,0002008
      
      25,000$
      847,000


|11. | Financial Instruments
|--- | ---------------------
|    |                      
|    | a)                   
|    |                      
|    |                      
|    |                      
|    | b)                   
|    |                      
|    |                      
|    |                      
|    | c)                   
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      
|    |                      

- 15 -

---

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

|12. | Capital Stock                                
|--- | ---------------------------------------------
|    |                                              
|    | Authorized: 100,000,000 Common Shares Issued:

| |                       |  | No. of     |   |   | 2004       |   |  | No. of     |   |   | 2003       |   |  | No. of     |   |   | 2002       |  
| | --------------------- |  | ---------- | - | - | ---------- | - |  | ---------- | - | - | ---------- | - |  | ---------- | - | - | ---------- | -
| |                       |  | Shares     |   |   | Amount     |   |  | Shares     |   |   | Amount     |   |  | Shares     |   |   | Amount     |  
| |                       |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| | Beginning of year     |  | 37,608,951 |   | $ | 43,249,000 |   |  | 36,615,853 |   | $ | 42,799,000 |   |  | 36,215,853 |   | $ | 42,543,000 |  
| |                       |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| | Issued                |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| | - private placement   |  | 993,098    |   |   | 556,000    |   |  | 993,098    |   |   | 450,000    |   |  | -          |   |   | -          |  
| | - exercise of options |  | 130,000    |   |   | 56,000     |   |  | -          |   |   | -          |   |  | 310,000    |   |   | 209,000    |  
| | - acquisitions        |  | -          |   |   | -          |   |  | -          |   |   | -          |   |  | -          |   |   | -          |  
| | - other               |  | 128,125    |   |   | -          |   |  | -          |   |   | -          |   |  | 90,000     |   |   | 47,000     |  
| | - costs of issue      |  | -          |   |   | -          |   |  | -          |   |   | -          |   |  | -          |   |   | -          |  
| |                       |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| | End of year           |  | 38,860,174 |   |   | 43,861,000 |   |  | 37,608,951 |   |   | 43,249,000 |   |  | 36,615,853 |   |   | 42,799,000 |  
| | Reciprocal            |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| | shareholdings         |  | (568,049   | ) |   | (564,000   | ) |  | (568,049   | ) |   | (564,000   | ) |  | (568,049   | ) |   | (564,000   | )
| |                       |  |            |   |   |            |   |  |            |   |   |            |   |  |            |   |   |            |  
| |                       |  | 38,292,125 |   | $ | 43,297,000 |   |  | 37,040,902 |   | $ | 42,685,000 |   |  | 36,047,804 |   | $ | 42,235,000 |  

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

| |                   |  | No. of    |   |  | 2004 |  |  | No. of    |   |  | 2003 |  |  | No. of    |   |  | 2002 | 
| | ----------------- |  | --------- | - |  | ---- |  |  | --------- | - |  | ---- |  |  | --------- | - |  | ---- | 
| |                   |  | Options   |   |  | WAEP |  |  | Options   |   |  | WAEP |  |  | Options   |   |  | WAEP | 
| |                   |  |           |   |  |      |  |  |           |   |  |      |  |  |           |   |  |      | 
| | Beginning of year |  | 4,246,000 |   |  | 1.83 |  |  | 3,911,000 |   |  | 1.96 |  |  | 3,446,000 |   |  | 2.29 | 
| | Granted           |  | 1,626,000 |   |  | 0.86 |  |  | 460,000   |   |  | 0.56 |  |  | 1,075,000 |   |  | 0.55 | 
| | Exercised         |  | (130,000  | ) |  | 0.43 |  |  | -         |   |  | -    |  |  | (310,000  | ) |  | 0.67 | 
| | Expired           |  | (800,000  | ) |  | 4.29 |  |  | (125,000  | ) |  | 1.07 |  |  | (300,000  | ) |  | 2.02 | 
| |                   |  |           |   |  |      |  |  |           |   |  |      |  |  |           |   |  |      | 
| | End of year       |  | 4,942,000 |   |  | 1.14 |  |  | 4,246,000 |   |  | 1.83 |  |  | 3,911,000 |   |  | 1.96 | 

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

- 16 -

---

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

|12. | Capital Stock(cont'd)                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|    | During the year, proceeds from exercised stock options
        of $56,000 was credited to share capital (2003: $nil). No amounts were
        recognized as compensation expense with respect to stock options granted
        or exercised in either of the reporting periods.
|    |                                                                                                                                                                                                                                                                                
|    | Stock options have been granted to the CEO of K-Tronik
        North America Corp. contingent upon meeting sales quotas for that company
        as tabled below:                                                                                                              

| |                                           |  | Number of   |  |  |            |  |   |          | 
| | ----------------------------------------- |  | ----------- |  |  | ---------- |  | - | -------- | 
| | Monthly Sales for Six                     |  | Options     |  |  |            |  |   |          | 
| | Consecutive Months                        |  | Exercisable |  |  | Total      |  |   | Exercise | 
| | Units of Ballasts                         |  | Per Plateau |  |  | Cumulative |  |   | Price    | 
| |                                           |  |             |  |  |            |  |   |          | 
| | 50,000 per month for 6 consecutive months |  | 70,000      |  |  | 70,000     |  | $ | 0.60     | 
| | 60,000 per month for 6 consecutive months |  | 70,000      |  |  | 140,000    |  |   | 0.60     | 
| | 70,000 per month for 6 consecutive months |  | 70,000      |  |  | 210,000    |  |   | 0.60     | 
| | 80,000 per month for 6 consecutive months |  | 70,000      |  |  | 280,000    |  |   | 0.60     | 
| | 90,000 per month for 6 consecutive months |  | 70,000      |  |  | 350,000    |  |   | 0.60     | 

No shares were issued in fiscal 2004,
  2003 or 2002 as a result of this agreement.

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

Gross
      
      
      Net
      
      
      CommonYear
      
      Sales (U.S.)
      
      
      Income (U.S.)
      
      
      Share1999
      $
      27,000,000
      
      $
      1,000,000
      
      
      600,0002000
      
      70,000,000
      
      
      2,500,000
      
      
      750,0002001
      
      80,000,000
      
      
      3,500,000
      
      
      900,0002002
      
      90,000,000
      
      
      4,000,000
      
      
      900,0002003
      $
      110,000,000
      
      $
      4,000,000
      
      
      900,000


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

- 17 -

---

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

|12. | Capital Stock(cont'd)                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                            
|    | In connection with the Company's acquisition of Onlinetel,
        Inc. in fiscal 2001, the share exchange agreement allows that additional
        shares of Eiger Technology, Inc. may be issued to the former shareholders
        of Onlinetel, Inc. if certain earn out provisions are met as follows:

Fiscal
      
      Gross
      
      
      Net
      
      
      CommonYear
      
      Revenue
      
      
      Income
      
      
      Shares2002
      $
      19,083,000
      
      $
      2,442,000
      
      
      1,800,0002003
      
      37,348,000
      
      
      6,213,000
      
      
      1,800,0002004
      
      50,849,000
      
      
      9,353,000
      
      
      1,800,0002005
      
      59,867,000
      
      
      13,849,000
      
      
      1,800,000


|    | Unmet earn out targets may be carried forward and met
        on a cumulative basis. The targets for fiscal 2004 were not met and are
        not being carried forward.                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                           
|13. | Discontinued Operations                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                           
|    | On July 31, 2004, the management shareholders of Eiger
        Net, Inc. in South Korea acquired Eiger's interest in Eiger Net, Inc.
        for a nominal sum as required by South Korean law. As such, the purchasers
        will assume all of the outstanding liabilities of Eiger Net, Inc. as at
        that date.

| |                                            |   | 2004       |   |   | 2003       |   |   | 2002     |  
| | ------------------------------------------ | - | ---------- | - | - | ---------- | - | - | -------- | -
| | Loss on discontinued operations            | $ | (1,306,000 | ) | $ | (3,003,000 | ) | $ | (916,000 | )
| | Loss on disposal of assets of discontinued |   |            |   |   |            |   |   |          |  
| | operations                                 |   | (1,400,000 | ) |   | (2,632,000 | ) |   | -        |  
| |                                            |   |            |   |   |            |   |   |          |  
| |                                            | $ | (2,706,000 | ) | $ | (5,635,000 | ) | $ | (916,000 | )

- 18 -

---

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

|13. | Discontinued Operations(cont'd)                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                             
|    | Assets and liabilities presented in the consolidated
        balance sheets include the following assets and liabilities of discontinued
        operations:

2004
      
      
      2003
      
      
      2002Current assets
      $
      -
      
      $
      2,577,000
      
      $
      6,303,000Property, plant and equipment
      
      -
      
      
      1,211,000
      
      
      2,483,000Other
      
      -
      
      
      1,370,000
      
      
      2,756,000-
      
      
      5,158,000
      
      
      11,542,000Bank indebtedness
      
      -
      
      
      1,416,000
      
      
      1,500,000Current liabilities
      
      -
      
      
      844,000
      
      
      2,436,000Long term debt
      
      -
      
      
      296,000
      
      
      1,014,000$
      -
      
      $
      2,556,000
      
      $
      4,950,000


- 19 -

---

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

|14. | Restatement of Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company's 2004 consolidated financial statements
        were audited by SF Partnership, LLP and contained an unqualified opinion
        on those financial statements dated February 25, 2005. The 2003 and 2002
        consolidated financial statements were audited by Monteith, Monteith &
        Co. and contained an unqualified opinion on those financial statements
        dated December 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The issuance of the February 25, 2005 audit report on
        the consolidated financial statements of the Company included an audit
        report in accordance with Canadian generally accepted auditing standards
        and presented financial statements for 2004 and 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Subsequent to the issuance of the audit report dated
        February 25, 2005, the financial statements were re-issued to include
        the fiscal 2002 comparatives and the inclusion of the audit report of
        Monteith, Monteith & Co. on the 2003 and 2002 consolidated financial
        statements. The 2004 audit report of SF Partnership, LLP was revised to
        include that the audit was in accordance both Canadian generally accepted
        auditing standards and the standards of the Public Company Accounting
        Oversight Board (United States). Consequently, the standards of the Public
        Company Accounting Oversight Board (United States) require the inclusion
        of an explanatory paragraph to be added to highlight note 1 of the financial
        statements on going concern. Accordingly an additional paragraph has been
        added to the audit report.                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | For comparative purposes the 2003 and 2002 non-controlling
        interest figures have been restated to include the effect of the increase
        in the minority share which occurred in 2004. The non-controlling interest
        was previously reported by Monteith and Monteith & Co. as $3,172,000
        on the consolidated balance sheet as at September 30, 2003 (2002 - $1,873,000),
        and the statement of operations for the year ended 2003 were previously
        reported as $885,000 (2002 - $2,392,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | For comparative purposes the 2003 and 2002 balance sheets
        and statements of operations have been reclassified to include the effect
        of discontinued operations which occured during fiscal 2004 and 2003.
        The current assets of discontinued operations and the assets of discontinued
        operations reported on the consolidated balance sheets as at September
        30, 2003 were previously reported as $0 (2002 - $0). The current liabilities
        of discontinued operations and the liabilities of discontinued operations
        reported on the consolidated balance sheets as at September 30, 2003 were
        previously reported as $0 (2002 - $0). The loss from discontinued operations
        reported on the consolidated statement of operations as at September 30,
        2003 were previously reported as $1,061,000 (2002 - $0). As a result of
        these recalssifications, the statements of cash flows have been restated
        for years ending 2004, 2003 and 2002.

- 20 -

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

|15. | Reconciliation to U.S. GAAP                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | These financial statements have been prepared
        in accordance with accounting principles generally accepted in Canada
        ("Cdn. GAAP"). Significant differences under U.S. GAAP are discussed below.                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In the U.S. reporting standards for auditors
        require the addition of an explanatory paragraph (following the opinion
        paragraph) of the Report of Independent Registered Public Accounting Firm
        when the financial statements are affected by significant uncertainties
        such as those referred to in note 1. In Canadian reporting standards such
        reference does not have to be made when the uncertainties are adequately
        disclosed in the notes.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | For fiscal years beginning after December
        15, 1998, U.S. GAAP requires that all organization costs (including those
        previously deferred) be expensed currently. Also, all product development
        costs are to be expensed as incurred.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | U. S. GAAP requires the measurement
        and reporting of "comprehensive income". Comprehensive income includes
        net income and all other changes to Shareholders' Equity other than amounts
        received from or paid to shareholders. The only reportable comprehensive
        income item for the Company relates to foreign currency translation adjustments
        as described below.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | U. S. GAAP requires the use of
        the current rate method of foreign currency translation, with any resulting
        foreign exchange translation adjustments forming part of comprehensive
        income for the year and accumulating as a separate component of shareholders'
        equity.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | U. S. GAAP permits, pursuant to
        APB Opinion 25, the use of the intrinsic method of accounting for stock-based
        compensation, while SFAS No. 123, as modified by SFAS No. 148, requires
        pro-forma reconciliation to the fair value method.                                                                                                                                                                                                                                 

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

|15. | Reconciliation to U.S. GAAP(cont'd)
      Reconciliation to U.S. GAAP are as follows:
|--- | -------------------------------------------------------------------------------------

| |                                                      |   | 2004        |   |   | 2003        |   |   | 2002        |  
| | ---------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
| |                                                      |   |             |   |   |             |   |   |             |  
| | Net loss                                             |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                      | $ | (6,438,000  | ) | $ | (7,551,000  | ) | $ | (5,032,000  | )
| | - foreign currency translation
      adjustment      |   | (55,000     | ) |   | (283,000    | ) |   | 341,000     |  
| | - future income tax savings related to
      above   |   | -           |   |   | -           |   |   | (100,000    | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                      |   | (6,493,000  | ) |   | (7,834,000  | ) |   | (4,791,000  | )
| | Comprehensive item - foreign
      exchange          |   |             |   |   |             |   |   |             |  
| | adjustment                                           |   | 55,000      |   |   | 283,000     |   |   | (341,000    | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Comprehensive Loss                                   | $ | (6,438,000  | ) | $ | (7,551,000  | ) | $ | (5,132,000  | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Deficit                                              |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                      | $ | (40,023,000 | ) | $ | (33,585,000 | ) | $ | (26,034,000 | )
| | - foreign currency translation adjustments           |   | 417,000     |   |   | 384,000     |   |   | 667,000     |  
| |                                                      |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                      | $ | (39,606,000 | ) | $ | (33,201,000 | ) | $ | (25,367,000 | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Accumulated other comprehensive items:               |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                      | $ | -           |   | $ | -           |   | $ | -           |  
| | - foreign currency translation adjustments           |   | (417,000    | ) |   | (384,000    | ) |   | 667,000     |  
| |                                                      |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                      | $ | (417,000    | ) | $ | (384,000    | ) | $ | 667,000     |  
| |                                                      |   |             |   |   |             |   |   |             |  
| | Total assets:                                        |   |             |   |   |             |   |   |             |  
| | - per Cdn. GAAP                                      | $ | 7,048,000   |   | $ | 15,778,000  |   | $ | 23,758,000  |  
| |                                                      |   |             |   |   |             |   |   |             |  
| | - per U.S. GAAP                                      | $ | 7,048,000   |   | $ | 15,778,000  |   | $ | 23,758,000  |  
| |                                                      |   |             |   |   |             |   |   |             |  
| | Pro-forma disclosure (SFAS No. 148):                 |   |             |   |   |             |   |   |             |  
| | Comprehensive Loss - as Reported                     | $ | (6,438,000  | ) | $ | (7,551,000  | ) | $ | (5,132,000  | )
| | Stock-based Compensation
      Expense               |   | (900,000    | ) |   | (195,000    | ) |   | (285,000    | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Comprehensive loss - pro-forma                       | $ | (7,338,000  | ) | $ | (7,746,000  | ) | $ | (5,417,000  | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Weighted average basic
      and fully diluted Lossl |   |             |   |   |             |   |   |             |  
| | per
      share:                                     |   |             |   |   |             |   |   |             |  
| | Loss before
      discontinued operations            |   | (0.10       | ) |   | (0.07       | ) |   | (0.11       | )
| |                                                      |   |             |   |   |             |   |   |             |  
| | Net loss
      per share                             |   | (0.17       | ) |   | (0.21       | ) |   | (0.13       | )

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

|16. | Cash Payments of Interest and Income Taxes
|--- | ------------------------------------------

| |              |   | 2004    |  |   | 2003    |  |   | 2002    | 
| | ------------ | - | ------- |  | - | ------- |  | - | ------- | 
| | Interest     | $ | 422,000 |  | $ | 456,000 |  | $ | 538,000 | 
| | Income Taxes | $ | -       |  | $ | -       |  | $ | -       | 

|17. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | As at September 30, 2004, the Company had future minimum
        annual rent payments on operating leases of $34,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18. | Subsequent Event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On December 15, 2004, K-Tronik International Corp. ("KTI")
        entered into an agreement to sell all of its interest in and to the fixed
        assets of its subsidiary, K-Troniks Asia Ltd. ("KTA"). The terms of the
        Agreement call for KTA to use the purchase proceeds to retire the debts
        of KTA to the purchaser. KTI and the purchaser also entered into agreements
        whereby KTI transfers to the purchaser ownership of all of the issued
        and outstanding shares of K-Tronik N.A. Inc. ("KTNA"), its U.S. subsidiary
        which owns KTA. The transfer of the shares of KTNA has not yet been effected
        but is expected to be effected shortly. Upon final closing of the agreements
        described above, it is expected that the purchaser will own all of the
        issued and outstanding shares of KTNA and the assets of KTA. It is further
        expected that KTI will no longer be engaged in the business of manufacturing,
        distributing or selling electronic ballasts.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On November 30, 2004, Alexa Properties sold its manufacturing
        facility and land in Stratford, Ontario that previously housed the operations
        of ADH Custom Metal Fabricators Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19. | Contingent Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | At September 30, 2004, there were three potential claims
        outstanding against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The first claim is by a former employee for wrongful
        dismissal, alleged breach of contract, punitive and aggravated damages
        and costs. It is the Company's opinion that there is no merit to the claim
        of breach of contract, punitive or aggravated damages. There may be an
        immaterial amount if anything owing to this claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Secondly, there is a potential claim by a marketing
        firm for fees allegedly due and owing that went to mediation in September
        2004. The Company took the position that if money was owed that it would
        be more than offset by the Company's counter suit for damages. It is the
        Company's opinion that there will be no resulting liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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

|19. | Contingent Liabilities(cont'd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On November 25, 2004, a claim was issued against Onlinetel
        Corp. by a telecommunications company for an alleged breach of a service
        agreement plus interest and costs. It is the Company's opinion that although
        there may be a potential for liability in this claim, an amount is not
        known at the present time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|20. | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Certain of the comparative figures have been reclassified
        to conform with current year presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|21. | Segmented Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Management has identified two reportable segments: "Newlook"
        and "K-Tronik". Segmentation is determined on the basis of the types of
        goods and services provided and geographic location.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Newlook" consists of Onlinetel Corp. and Onlinetel
        Inc., which provide Voice over Internet Protocol services to the Canadian
        long distance market. During the previous fiscal year, Newlook consisted
        of Vision Unlimited Equipment Inc., A.D.H. Custom Metal Fabricators Inc.
        and Alexa Properties Inc. Prior to its assets being sold, A.D.H. Custom
        Metal Fabricators Inc. was a manufacturer of fluorescent light fixtures,
        data racks and other metal cabinetry. Vision Unlimited Equipment Inc.
        was inactive. Alexa Properties Inc. owns the land and manufacturing facility
        in Stratford, Ontario. The operations of Vision Unlimited Equipment Inc.
        and A.D.H. Custom Metal Fabricators Inc. have been discontinued (see Note
        13).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "K-Tronik" includes K-Tronik North America Corp., a
        distributor of electronic ballasts based in Hackensack, New Jersey, and
        K-Tronik Asia Corp., a manufacturer of electronic ballasts operating in
        Korea.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | "Eiger" includes Eiger Labs Group, Inc. and EigerNet,
        Inc. Both of these companies are involved in the production and distribution
        of electronic communications products. EigerNet, Inc. is located in South
        Korea, while Eiger Labs Group, Inc. operates out of California. The results
        of Eiger Net, Inc. are presented as discontinued operations as Eiger's
        ownership stake has been acquired (see Note 13).                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Segmented financial information is presented on the
        following three pages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

- 24 -

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