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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 F O R M 20-F o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended DECEMBER 31, 2004o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission file number
    016353
 BRONX VENTURES INC. 
 (Formerly Lucky 1
Enterprises Inc.)
 (Incorporated in the Province of British Columbia, Canada) 6th
Floor, 1199 West Hastings StreetVancouver, British Columbia, Canada V6E 3T5 Securities registered or to be registered pursuant to
Section 12(b) of the Act. Title of each class
    
    Name of each exchange on which registeredCommon Shares (no par value)
    
    OTC Bulletin Board
 Securities registered or to be registered pursuant to
Section 12 (g) of the Act. As at December 31, 2004, the authorized capital of the registrant consisted of 200,000,000
(pre-consolidation) common shares without par value of which 11,924,888 (pre-consolidation) common
shares without par value were issued and outstanding. As of May 31, 2005, the authorized capital of
the Registrant consists of an unlimited number of common and preferred shares without par value of
which 340,711 (post consolidation) common shares are issued and no preferred shares have been
issued. 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 þ       No o Indicate by check mark which financial statement item the registrant has elected to follow. þ Item 17      o Item 18   1




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Bronx Ventures Inc.
(formerly Lucky 1 Enterprises Inc.) FORM 20-F ANNUAL REPORT TABLE OF CONTENTS  
 Item 1. Identity of Directors, Senior Management and Advisers (Not Applicable)
    
    
    3Item 2. Offer Statistics and Expected Timetable (Not Applicable)
    
    
    3Item 3. Key Information
    
    
    3Item 4. Information on the Company
    
    
    8Item 5. Operating and Financial Review and Prospects
    
    
    13Item 6. Directors, Senior Management and Employees
    
    
    24Item 7. Major Shareholders and Related Party Transactions
    
    
    28Item 8. Financial Information
    
    
    32Item 9. The Offer and Listing
    
    
    33Item 10. Additional Information
    
    
    34Item 11. Quantitative and Qualitative Disclosures about Market Risk
    
    
    42Item 12. Description of Securities Other than Equity Securities (Not Applicable)
    
    
    42Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    42Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    42Item 15. Controls and Procedures
    
    
    43Item 16. Audit Committee, Code of Ethics, Accountant Fees
    
    
    43Item 17. Financial Statements
    
    
    44Item 18. Financial Statements
    
    
    44Item 19. Exhibits
    
    
    45Certification pursuant to the Sarbanes-Oxley Act (2002) Section 302
    
    Exhibit 31.1Certification pursuant to the Sarbanes-Oxley Act (2002) Section 906
    
    Exhibit 32.1EX-3.2EX-11.1EX-31.1EX-32.1EX-99.1
  2




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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. 
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. 
 ITEM 3. KEY INFORMATION Item 3.A. Selected Financial Data The selected financial data in Table I has been derived from the financial statements of BRONX
VENTURES INC. (Formerly Lucky 1 Enterprises Inc.) [Hereinafter referred to as the Company or the
Registrant or Bronx] which have been prepared in accordance with accounting principles
generally accepted in Canada. The information should be read in conjunction with the Registrants
financial statements and notes thereto included in Item 17 of this Annual Report. All financial figures presented herein and throughout this Annual Report are expressed in Canadian
dollars (Cdn$) unless otherwise specified. On January 17, 2005, the Companys share capital was
consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share
capital was subsequently increased to an unlimited number of common and preferred shares without
par value. All common shares and per share amounts have been re-stated to give retroactive effect
to the 35:1 share consolidation. TABLE I Year Ended
    
    
    
    Year Ended
    
    
    
    Year Ended
    
    
    
    Year Ended
    
    
    
    Year EndedDecember 31,
    
    
    
    December 31,
    
    
    
    December 31,
    
    
    
    December 31,
    
    
    
    December 31,2004
    
    
    
    2003
    
    
    
    2002
    
    
    
    2001
    
    
    
    2000Operating Revenue
    
    
    $
    292,372
    
    
    
    
    100,951
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest Income
    
    
    $
    1,002
    
    
    
    
    1,425
    
    
    
    
    356
    
    
    
    
    420
    
    
    
    
    1,896Net loss
    
    
    $
    369,461
    
    
    
    
    104,297
    
    
    
    
    449,397
    
    
    
    
    291,116
    
    
    
    
    473,149Basic net loss per
common share
    
    
    $
    1.08
    
    
    
    
    0.37
    
    
    
    
    2.16
    
    
    
    
    14.61
    
    
    
    
    28.15Total Assets
    
    
    $
    1,124,370
    
    
    
    
    778,312
    
    
    
    
    52,953
    
    
    
    
    55,422
    
    
    
    
    45,508Capital Stock
    
    
    $
    22,662,838
    
    
    
    
    22,459,414
    
    
    
    
    21,501,417
    
    
    
    
    21,179,417
    
    
    
    
    21,152,417Number of common
shares
    
    
    
    340,711
    
    
    
    
    282,916
    
    
    
    
    208,202
    
    
    
    
    19,916
    
    
    
    
    16,804Long
term-obligations
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Had the financial statements of Bronx been prepared in accordance with accounting principles and
practices generally accepted in the United States and required by the United States Securities and
Exchange Commission (SEC), certain selected financial data would be disclosed as per Table II. 3




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TABLE II Year Ended
    
    
    
    Year Ended
    
    
    
    Year Ended
    
    
    
    Year Ended
    
    
    
    Year EndedDecember 31,
    
    
    
    December 31,
    
    
    
    December 31,
    
    
    
    December 31,
    
    
    
    December 31,2004
    
    
    
    2003
    
    
    
    2002
    
    
    
    2001
    
    
    
    2000Net loss
    
    
    $
    243,811
    
    
    
    $
    292,125
    
    
    
    $
    449,397
    
    
    
    $
    291,116
    
    
    
    $
    454,697Basic loss per
common share
    
    
    
    0.72
    
    
    
    
    1.03
    
    
    
    
    2.16
    
    
    
    
    14.61
    
    
    
    
    27.05Number of Common
shares
    
    
    
    340,711
    
    
    
    
    282,916
    
    
    
    
    208,202
    
    
    
    
    19,916
    
    
    
    
    16,804Total Assets
    
    
    $
    1,250,020
    
    
    
    $
    1,100,612
    
    
    
    $
    52,953
    
    
    
    $
    55,422
    
    
    
    $
    45,508
 A discussion of the differences between accounting principles and practices generally accepted in
Canada and accounting principles and practices generally accepted in the United States and required
by the SEC is contained in Note 13 to the financial statements included in Item 17 of this Annual
Report. Exchange Rates Monthly High ($)(1)
    
    
    Monthly Low ($)(1)December 2004
    
    
    
    0.8095
    
    
    
    
    0.8448January 2005
    
    
    
    0.8059
    
    
    
    
    0.8331February 2005
    
    
    
    0.7962
    
    
    
    
    0.8163March 2005
    
    
    
    0.8039
    
    
    
    
    0.8320April 2005
    
    
    
    0.7945
    
    
    
    
    0.8019May 2005
    
    
    
    0.7876
    
    
    
    
    0.8082
 
 (1)
    
    The high and low exchange rate in each month has been calculated using the average monthly rate of the Bank of Canada. For Year Ended
    
    
    For Year Ended
    
    
    For Year Ended

    
    
    For Year Ended

    
    
    For Year EndedDecember 31,

    
    
    December 31,

    
    
    December 31,

    
    
    December 31,

    
    
    December 31,2004

    
    
    2003

    
    
    2002

    
    
    2001

    
    
    2000Average rate
($)(2)
    
    
    
    0.7683
    
    
    
    
    0.7135
    
    
    
    
    0.6367
    
    
    
    
    0.6458
    
    
    
    
    0.6733High ($)(3)
    
    
    
    0.7255
    
    
    
    
    0.6489
    
    
    
    
    0.625
    
    
    
    
    0.6443
    
    
    
    
    0.6718Low ($)(3)
    
    
    
    0.8361
    
    
    
    
    0.7619
    
    
    
    
    0.6531
    
    
    
    
    0.6471
    
    
    
    
    0.6748
 
 (2)
    
    The average exchange rate for the period has been calculated using the average yearly rate of
the Bank of Canada.(3)
    
    The high and low exchange rate in each period was determined from the average yearly rate of
the Bank of Canada. All of the amounts in the Exchange rates tables above are stated in U.S. currency.
Accordingly, at the closing on December 31, 2004, the U.S. $1.00 was equal to Cdn $1.2020. At the
closing on May 31, 2005, the U.S. $1.00 was equal to Cdn $1.2552. 4




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Item 3.D. Risk Factors The Company, and the Securities of the Company, should be considered a highly speculative
investment. The following risk factors should be given special consideration when evaluating an
investment in any of the Companys Securities: 1).RISKS RELATED TO THE COMPANYS BUSINESS - Regulations:Bronxs proposed mineral exploration program, is subject to extensive federal,
provincial and local laws and regulations governing such exploration, development and operation of
mining activities as well as the protection of the environment, including laws and regulations
relating to obtaining permits to mine, protection of air and water quality, hazardous waste
management, mine reclamation and the protection of endangered or threatened species. -Exploration and Development: All of the resource properties in which the Company has a clear or
undisputed interest or the right to acquire a clear or undisputed interest are in the exploration
stages only and are without a known body of commercial ore. Development of the Companys resource
properties will only follow upon obtaining satisfactory results. Exploration and development of
natural resources involve a high degree of risk and few properties which are explored are
ultimately developed into producing properties. Substantial expenditures are required to establish
reserves through drilling, to develop processes to extract the resources and, in the case of new
properties, to develop the extraction and processing facilities and infrastructure at any site
chosen for extraction. Although substantial benefits may be derived from the discovery of a major
deposit, no assurance can be given that resources will be discovered in sufficient quantities or
grades to justify commercial operations or that the funds required for development can be obtained
on a timely basis. -Operating Hazards and Risks:Exploration for natural resources involves many risks, which even a
combination of experience, knowledge and careful evaluation may not be able to overcome.
Operations in which the Company has a direct or indirect interest will be subject to all the
hazards and risks normally incidental to exploration, development and production of resources, any
of which could result in work stoppages, damages to persons or property and possible environmental
damages. Although the Company may obtain liability insurance in an amount which it considers
adequate, the nature of these risks is such that liabilities might exceed policy limits, the
liabilities and hazards might not be insurable against, or the Company might not elect to insure
itself against such liabilities due to high premium costs or other reasons, in which event the
Company could incur significant costs that could have a material adverse effect upon its financial
condition. -Fluctuating Metal Prices: The prices of those commodities have fluctuated widely,
particularly in recent years, and are affected by numerous factors beyond the Companys control
including international, economic and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative
activities and increased production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the prices of metals, and therefore the
economic viability of the Companys exploration projects, cannot be accurately predicted. -Environmental Factors: Should the Company decide to conduct any mineral exploration works then
all phases of the Companys mineral exploration works shall be subject to environmental regulation
in the various jurisdictions in which the Company operates. Environmental legislation is evolving
in a manner which will require stricter standards and enforcement, increased fines and penalties
for non-compliance, more stringent environmental assessments of proposed projects and a heightened
degree of responsibility for companies and their officers, directors and employees. 5




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-Competition: The resource industry and the online gaming industry are intensely competitive in
all of
their respective phases, and the Company competes with many companies possessing much greater
financial resources and technical facilities than itself. Competition could adversely affect the
Companys ability to acquire suitable properties for mineral exploration and other interests in
online gaming software in the future. The on-line gaming software in which the Company has made an
investment will compete against those of other new and developing companies as well as companies
that are established in existing and other markets, some of which have greater financial,
marketing, and other resources than those of the Company. The marketplace for the on-line gaming
software is constantly undergoing changes, is intensely competitive and is subject to changes in
customer preferences. -Reliance on the Internet and Internet Service Providers:The operation of the Companys
investment in the On-Line Gaming Software will rely on the Internet as a means of promoting and
selling the card games. Any changes in the Internets role as the premier computer network
information service or any shutdown of Internet service by significant Internet service providers
will have an adverse impact on the On-Line Gaming Softwares ability to generate revenue.
Furthermore, the operations of the on-line gaming software can be adversely affected from power
failures, internet interruptions, software failures and, hackings. -Legal:There is an ongoing effort in the U.S.A. to enact legislation for the prohibition of
on-line gaming and for financial transactions pertaining to on-line gaming. The passage of such
legislation would adversely affect the Companys investment in the on-line gaming software. -Changes in Policies:Changes in policies of companies or financial institutions that handle
credit card transactions for on-line gaming could have an adverse impact on the Companys
investment in the on-line gaming software. -Management: The Company is dependent on a relatively small number of key employees, the loss of
any of whom could have an adverse effect on the Company. -Exchange Rate Fluctuation: The profitability of the Company may be adversely affected by
fluctuations in the rate of exchange of the Canadian dollar in relation to the US dollar. The
Company does not currently take any steps to hedge against currency fluctuations. -Dilution: There are a number of outstanding securities and agreements pursuant to which common
shares of the Company may be issued in the future. This will result in further dilution to the
Companys shareholders. -Revenues and Dividends: The Company currently generates some revenues and does not anticipate
generating any significant revenues in the future and, as a consequence, if it requires additional
funds for exploration and development of its mineral properties or for operating capital purposes,
or for acquiring interests in other projects of merit, it will have to seek equity or debt
financing which may or may not be available. Furthermore, the Company has not paid dividends in
the past and does not expect to pay dividends in the future. In the event of generating any
meaningful earnings, the Company expects to retain its earnings to finance further growth and, when
appropriate, retire debt. -Requirement of New Capital: As a company without any meaningful revenues, the Company typically
needs more capital than it has available to it or can expect to generate through the sale of its
assets. In the past, the Company has had to raise, by way of debt and equity financings,
considerable funds to meet its capital needs. There is no assurance that the Company will be able
to continue to raise funds needed for its business. Failure to raise the necessary funds in a
timely fashion will limit the Companys growth.
The Company is currently seeking the possibility of getting involved in projects of merit. In the
event that the Company is successful in its efforts to get involved in projectsof merit, then the
Company will have to raise the required funds for such acquisitions. There is no assurance that
the Company will succeed in 6




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raising the required funds for such acquisitions. -U.S. Federal Income Tax Considerations: The Company is classified as a Passive Foreign
Investment Company (PFIC) for U.S. Federal Income Tax purposes. Classification as a PFIC will
create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC
provisions and that are not encountered in other investments. Prospective investors are advised to
consult their own tax advisors with respect to the tax consequences of an investment in the common
shares of the Company. -Penny Stock: The Companys securities are deemed to be Penny Stocksand are therefore subject to
Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock
disclosure requirements may have the effect of reducing the level of trading activity of the
Companys securities in the secondary market. Penny Stocks are low-priced shares of small
companies not traded on a U.S. national exchange or quoted on Nasdaq. The Companys securities are
quoted for trading on the OTC Bulletin Board. Penny Stocks, such as the Companys securities, can
be very risky. Prices of Penny Stocks are often not available. Investors in Penny Stocks are
often unable to sell stock back to the dealer that sold them the stock. Investors may lose all
their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before
an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor
the offer and the bid on the Penny Stock, and the compensation the salesperson and the firm
receive for the trade. The firm also must mail a confirmation of these prices to the investor
after the trade. The Investors Broker-dealer is required to obtain the investors signature to
show that the investor has received the statement titled Important Information on Penny Stocks
before the investor first trades in a Penny Stock. This Statement is required by the U.S.
Securities and Exchange Commission (SEC) and contains important information on Penny Stocks.
Furthermore, under penalty of Federal Law the Investors brokerage firm must tell the investor at
two different times  before the investor agrees to buy or sell a Penny Stock, and after the trade,
by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock, and
the number of shares to which the quoted prices apply, 2) the brokerage firms compensation for the
trade, 3) the compensation received by the brokerage firms salesperson for the trade. In
addition, to these items listed above the investors brokerage firm must send the investor monthly
account statements and a written statement of the investors financial situation and investment
goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990. 2). RISKS RELATED TO THE COMPANYS INVESTMENTS The Company entered into an Investment Agreement (Exhibit 9.2  Incorporated by reference) on
January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the
Inter-Café Project for $90,000. The Inter-Café Project is still in its conceptual stage and has
not yet been developed. There are no assurances whatsoever that the Inter-Café Project will ever
be developed or if developed, shall prove to be successful. Consequently, as at December 31, 2004,
the Company wrote off this investment in its entirety since recovery of the investment became
doubtful. From time to time the Company has acquired, for investment purposes, securities (the Las Vegas
Securities) in the capital of Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related
company. The Company may in the future, either increase or decrease its investment in the Las
Vegas Securities. The Company is exposed to significant market risk with respect to the Las Vegas
Securities and there are no assurances whatsoever that the Company will recover its investment in
the Las Vegas Securities. On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas, a related
company, for the joint development of certain gaming software consisting of three card games (the
three card games Software). Pursuant to this Licensing Agreement, (Exhibit 1.4  Incorporated by
reference) the Company has paid a one time only license fee of $200,000 to Las Vegas as the
Companys sole contribution for the development costs of the three card games Software, as a result
of which, the three 7




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card games Software is now equally owned by Las Vegas and the Company. Las
Vegas shall be the operator of the three card games Software and shall market the three card games.
Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the
three card games Software
and the Company shall receive 40%. As at December 31, 2004, the Companys share of revenues from
the three card games software was $292,372 (2003: $100,951) (2002: $Nil) and, for the three month
period ended March 31, 2005, the Companys share of revenues was $102,360 (2004: $37,608) (2003:
$3,643). To date, the three card games Software has generated some revenues for the Company,
however, there are no assurances whatsoever that the three card games Software shall continue to
generate any revenues for the Company in the future. It is quite possible that the three card
games Software may stop generating any revenues for the Company. On March 26, 2004, the Company entered into an Option Agreement (Exhibit 9.1  Incorporated by
reference) with an arms length party (the Optionor) to acquire, under certain terms and
conditions, a 100% undivided interest, subject to a 11/2% Net Smelter Returns Royalty, in the Extra
High Property, which is located in the Province of British Columbia. Pursuant to the Option
Agreement, the Company is required to make staged cash payments to the Optionor totaling $150,000
and must incur exploration expenditures on the Extra High Property totaling $500,000 over a period
of 3 years. Upon acquiring the 100% undivided interest, Bronx may purchase 50% of the Net Smelter
Returns Royalty (i.e., 0.75%) by making a cash payment of $500,000 to the Optionor. Exploration
for natural resources involves many risks, which even a combination of experience, knowledge and
careful evaluation may not be able to overcome. It is quite possible that the Company might lose
all its investment in the Extra High Property and might have to write-off, in its entirety, the
Companys investment in the Extra High Property. 
 ITEM 4. INFORMATION ON THE COMPANY Item 4.A. History and Development of the Company The legal and commercial name of the company is BRONX VENTURES INC. The Company was incorporated by memorandum (Exhibit 1.1  Incorporated by reference) under the
Company Act of the Province of British Columbia, Canada on August 24, 1984 and was registered
extra-provincially in the Province of Ontario, Canada on October 19, 1984. On May 31, 1988, the
Company adopted as the French form of its name Ressources Armeno Inc.. On May 25, 1992, the name
of the Company was changed to Ag Armeno Mines and Minerals Inc. in the English form, and Les Mines
et Mineraux Ag Armeno Inc. in the French form. On April 25, 2000, the name of the Company was
changed from Ag Armeno Mines and Minerals Inc. in the English form, and Les Mines et Mineraux Ag
Armeno Inc., in the French form, to Golden Nugget Exploration Inc. On May 2, 2002, the name of
the Company was changed from Golden Nugget Exploration Inc. to Lucky 1 Enterprises Inc. On January
17, 2005, the name of the Company was changed from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the
Company adopted new Articles (Exhibit 3.2*  Attached). Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises
Inc. were de-listed from trading on the OTC Bulletin Board in the USA and the common shares of
Bronx Ventures Inc. commenced trading on the OTC Bulletin Board under the trading symbol BRXVF. On April 4, 1985, the Companys common shares were listed and posted for trading on the Vancouver
Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on
May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the
Montreal Exchange, and, on October 3, 1994, the Companys shares were delisted from the Nasdaq
SmallCap Market. Effective October 4, 1994, the Companys shares have been listed for trading on
the OTC Bulletin Board. Effective November 29, 1999 the Vancouver Stock Exchange became known as
the Canadian Venture Exchange (hereinafter referred to as the CDNX) as a result of the merger
between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company
made a formal application to the CDNX requesting the voluntary delisting of the Companys common 8




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shares from trading on the CDNX, as a result of which, the common shares of the Company were
delisted from trading on the CDNX effective at the close of trading on July 31, 2001. On July 30, 1986, the Companys share capital split on the basis of one-old-for-two-new common
shares. On May 25, 1992, the Companys share capital was consolidated on the basis of
ten-old-for-one-new common share. On April 25, 2000, the Companys share capital was consolidated
on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Companys share capital
was consolidated on the basis of five-old-for-one-new common share and its authorized share capital
was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the
Companys share capital was consolidated on the basis of thirty-five-old-for-one-new common share
and its authorized share capital was increased to an unlimited number of common and preferred
shares without par value. Since its incorporation, the Company has been engaged primarily in the acquisition, exploration
and, if warranted, the development of natural resource properties and, for a brief period of time,
the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A.
(Armenonic) operated the San Bartolome mine in Ecuador. Bronx is a junior mineral exploration company with interests in the Extra High Claims located in
the Province of British Columbia and, Lithium Mineral Properties located in the Province of
Ontario. The Company has made an investment in software for on-line gaming, an investment in
securities of a publicly listed related company and an investment in the Inter-Café Project.
Currently, the principal business of Bronx is in mineral exploration. The Companys ability to pursue its stated primary business and to meet its obligations as they
come due is dependent upon the ability of management to obtain the necessary financings either
through private placements or by means of public offerings of the Companys securities or through
the exercise of incentive stock options or warrants or through debt financings or through revenues
generated from its investment in the three card games Software. The Companys head office is located at: 6th Floor  1199 West Hastings Street,
Vancouver, British Columbia, Canada V6E 3T5. The telephone number is (604) 681-1519 and the
telefax number is (604) 681-9428. The contact person is Bedo H. Kalpakian. The Company used to have a wholly owned subsidiary, Blue Rock Mining, Inc. (Blue Rock) which has
been dissolved. The Companys registered office and records office is located at: P.O. Box 10068, #1600 -609
Granville Street, Vancouver, British Columbia, Canada V7Y 1C3. The telefax number is (604)
669-3877. The Registrar and Transfer Agent of the Company is Computershare Trust Company of Canada,
9th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1. The telefax number
is (416) 981-9800. The auditors of the Company are Smythe Ratcliffe, Chartered Accountants, 7th floor,
Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8. The telefax
number is (604) 688-4675. 9




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Item 4.B. Business Overview Summary Bronx is a junior mineral exploration company with interests in the Extra High Claims located in
the Province of British Columbia and, Lithium Mineral Properties located in the Province of
Ontario. The Company has made an investment in software for on-line gaming, an investment in
securities of a publicly listed related company and an investment in the Inter-Café Project.
Currently, the principal business of Bronx is in mineral exploration. Presently, Bronx is seeking opportunities of merit to get involved in. It should be noted that
there are no assurances that Bronx shall be successful in its attempts of seeking opportunities of
merit to get involved in. Item 4. C. Organizational Structure Not Applicable. Item 4.D. Property, Plants and Equipment I. Extra High Property, Kamloops Mining Division, British Columbia, Canada On March 26, 2004, Bronx entered into an Option Agreement (Exhibit 9.1  Incorporated by reference)
with an arms length party (the Optionor) to acquire, under certain terms and conditions, a 100%
undivided interest, subject to a 11/2% Net Smelter Returns Royalty, in the Extra High Property, which
is located in the Province of British Columbia, Canada. Pursuant to the Option Agreement, Bronx is
required to make staged cash payments to the Optionor totaling $150,000 and, must incur exploration
expenditures on the Extra High Property totaling $500,000 over a period of 3 years. Upon acquiring
the 100% undivided interest, Bronx may purchase 50% of the Net Smelter Returns Royalty (i.e.,
0.75%) by making a cash payment of $500,000 to the Optionor. As of March 31, 2005, the Companys investment in the Extra High Property totals $66,520 which
consists of $45,000 in cash payments made to the Optionor, $4,588 in cash payments made to maintain
the Extra High property in good standing and $16,932 of exploration expenditures incurred since
acquisition. Pursuant to the Option Agreement, any claims staked within 1 (one) kilometre from the outermost
boundary of the optioned claims shall be deemed to be an area of common interest and shall thus be
subject to the Option Agreement. During April and May, 2004, Paul Watt staked additional claims
surrounding the optioned mineral claims, which are all now subject to the Property Option Agreement
as mentioned above. A two phased exploration work program commenced on the Companys Extra High Property which is
located on Samatosum Mountain, 60km North of Kamloops, British Columbia. The Extra High Property
is immediately south of the formerly producing Samatosum Mine. The first phase of the exploration work program commenced in May, 2005, and is expected to be
completed by June, 2005, and shall entail the re-establishing of a grid over portions of the Extra
High Property, soil sampling to verify anomalies, geological mapping and a trenching program. The
budget for the first phase of the exploration work program is estimated to be Cdn $71,000. The second phase shall commence in July, 2005, and is expected to be completed by August, 2005, and 10




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##### Table of Contents



shall entail additional trenching, geological mapping and soil sampling. The budget for the second
phase is estimated to be Cdn $67,000. Upon completion of the second phase of the exploration work program, the Company shall evaluate the
results obtained from the first and second phases, and dependant upon the results obtained, the
Company
may conduct a diamond drilling program on the Extra High Property during September/October 2005.
The exploration work programs will be conducted by, and shall be under the direct supervision of,
J.W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101. Exploration for natural resources involves many risks, which even a combination of experience,
knowledge and careful evaluation may not be able to overcome. It is quite possible that Bronx
might lose all its investment in the Extra High Property and might have to write-off, in its
entirety, Bronxs investment in the Extra High Property. It should be noted that there are no assurances whatsoever that commercial quantities of minerals
can be discovered on the Extra High Property, or, if discovered, that they can be developed or
placed into commercial production. Furthermore, there are no known bodies of commercial ore on the
Extra High Property. Legal Description of Property. In the spring of 2004, Bronx commissioned Erik Ostensoe, P. Geo., to prepare an independent report
to include a review and a recommended program of work to explore the mineral potential on the Extra
High Property. His technical report on the Extra High Property, pursuant to National Policy
43-101, was completed on April 22, 2004, and has been filed by
the Company on www.Sedar.com. The
Extra High Property Claims are located in the Kamloops Mining Division of the Province of British
Columbia. The British Columbia Governments Mineral Titles Branch has recently introduced and is currently
conducting a Mineral Titles Conversion Program whereby Mineral Property owners are being encouraged
to convert their old tenure claims to new tenures. As a result, Bronx has converted all of its old
Extra High mineral property tenures to the following new Extra High mineral property tenures and
which are more particularly described as follows:-  TENURE
    
    PROPERTY
    
    
    
    
    
    
    CONVERSION
    
    
    BC
    
    
    EXPIRYNUMBER
    
    NAME
    
    
    OWNER
    
    
    DATE
    
    
    MAP #
    
    
    DATE509949
    
    Extra High
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/APR/02509956
    
    Extra High
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/APR/02509961
    
    Extra High
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/APR/02509963
    
    Extra High
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/APR/02509969
    
    Extra High
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/APR/02510213
    
    Extra High
    
    BRONX (100%)
    
    2005/APR/05
    
    
    082M
    
    
    2006/APR/02510214
    
    Extra High
    
    BRONX (100%)
    
    2005/APR/05
    
    
    082M
    
    
    2006/APR/02510215
    
    Extra High
    
    BRONX (100%)
    
    2005/APR/05
    
    
    082M
    
    
    2006/APR/02510306
    
    Extra High
    
    BRONX (100%)
    
    2005/APR/05
    
    
    082M
    
    
    2006/APR/02DATE STAKED509952*
    
    Super High #1
    
    BRONX (100%)
    
    2005/MAR/31
    
    
    082M
    
    
    2006/MAR/31
 
 *
    
    The Company staked the Super High#1 mineral tenure on March 31, 2005. 11




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II. Lithium Properties, Ontario, Canada The Company holds a 100% interest in 45 mining claims in five claim groups that are located in the
Nipigon area of north western Ontario and which are: the Noranda-McVittie group, the Newkirk-Vegan
group, the Jean Lake Group, the Hanson Lake group and the Foster-Lew group.  Name of Claim Group
    
    No. of ClaimsNoranda-McVittie
    
    
    6Newkirk-Vegan
    
    
    8Jean Lake
    
    
    25Hanson Lake
    
    
    2Foster-Lew
    
    
    4
 All claims have achieved Mining Lease Status declaring them in good standing for 21 years
commencing from May 1, 1989 with respect to the Newkirk-Vegan group, June 1, 1989 with respect to
the Noranda-McVittie and the Jean Lake groups, and February 1, 1990 with respect to the Hanson Lake
and the Foster-Lew groups. At the end of the year 2000, the Company wrote-off these properties. The Company does not have any
plans to conduct any types of works on these Lithium properties. It should be noted that there is no assurance that commercial quantities of minerals can be
discovered on the Companys Lithium properties or, if discovered, that they can be developed or
placed into commercial production. Furthermore, there are no known bodies of commercial ore on the
Companys properties. III. On-line Gaming Software. On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas from Home.com
Entertainment Inc. (Las Vegas), a related company, (Exhibit 1.4  Incorporated by reference) for
the joint development of certain Gaming Software consisting of three card games (the three card
games Software). Pursuant to this Licensing Agreement, the Company has paid a one time only
license fee of $200,000 to Las Vegas as the Companys sole contribution for the development costs
of the three card games Software, as a result of which, the three card games Software is now
equally owned by Las Vegas and the Company. Las Vegas shall be the operator of the three card
games Software and shall market the three card games. Las Vegas shall receive 60% of all revenues
that shall be generated from the operation of the three card games Software and the Company shall
receive 40%. As at December 31, 2004, the Companys share of revenues from its investment in the
three card games Software was $292,372 (2003: $100,951; 2002: $Nil). For the three month period
ended March 31, 2005, the Companys share of revenues from its investment in the three card games
Software was $102,360 (2004: $37,608; 2003:$3,643). IV. Investment in the Inter-Café Project. The Company entered into an Investment Agreement (Exhibit 9.2  Incorporated by reference) on
January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the
Inter-Café Project for $90,000. The Inter-Café Project is still in its conceptual stage and has
not yet been developed. There are no assurances whatsoever that the Inter-Café Project will ever
be developed or if developed, shall prove to be successful. Due to the doubtful recovery of this
investment, during 2004, the Company has written-off, in its entirety, its investment in the

Inter-Café Project. 12




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##### Table of Contents



V. Securities of a related company. During 2004, Bronx has invested by purchasing a total of 4,000,000 common shares in the capital of
Las Vegas From Home.com Entertainment Inc., (Las Vegas) a related company, for the total sum of
$1,225,000 (the Las Vegas Shares). Bronx is exposed to significant market risk with respect to
the Las Vegas Shares. There are no assurances whatsoever that the Company will recover its
investment in the Las Vegas Shares. Of the 4,000,000 Las Vegas Shares acquired during 2004, the
Company has sold 2,357,500 during the year ended December 31, 2004, for total proceeds to the
Company of $303,230. As of December 31, 2004, the Company holds 1,642,500 Las Vegas Shares. As of January 7, 2005, the Company has acquired for investment purposes, 1,250,000 units of Las
Vegas, a related company, at a price of $0.20 per unit. Each unit consists of one Las Vegas common
share and one-half of one warrant. One whole warrant is required to purchase one Las Vegas common
share at $0.25 per common share for a period of 24 months. The 1,250,000 Las Vegas Shares and
warrants had a hold period which expired on May 8, 2005. The warrants expire on January 7, 2007. The Company may in the future either increase or decrease its investment in Las Vegas. The Company
is exposed to significant market risk with respect to the Las Vegas Shares. There are no
assurances whatsoever that the Company will recover its investment in the Las Vegas Shares. 
 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS Item. 5.A. Results of Operations Selected annual information from the audited financial statements for the three years ended
December, 31, 2004, 2003 and 2002 is shown in the following table: Year Ended
    
    
    
    Year Ended
    
    
    
    Year EndedDecember
    
    
    
    December
    
    
    
    December31, 2004
    
    
    
    31, 2003
    
    
    
    31, 2002Revenue
    
    
    $
    292,372
    
    
    
    $
    100,951
    
    
    
    $
    0Interest Income
    
    
    
    1,002
    
    
    
    
    1,425
    
    
    
    
    356Loss before other items
    
    
    
    287,530
    
    
    
    
    265,885
    
    
    
    
    449,753Basic loss per common share
before other items
    
    
    
    0.84
    
    
    
    
    0.94
    
    
    
    
    2.16Net loss
    
    
    
    369,461
    
    
    
    
    104,297
    
    
    
    
    449,397Basic net loss per common share
    
    
    
    1.08
    
    
    
    
    0.37
    
    
    
    
    2.16Total Assets
    
    
    
    1,124,370
    
    
    
    
    778,312
    
    
    
    
    52,953Long term financial obligations
    
    
    
    4,440
    
    
    
    
    4,440
    
    
    
    
    4,440Cash dividends
    
    
    Nil
    
    
    
    Nil
    
    
    
    Nil
 All common shares and per share amounts included in this Form 20-F (2004) and in the Companys
Audited Financial Statements for the years ended December 31, 2004 and 2003 have been restated to
give retroactive effect to the 35:1 share consolidation described on page 3 of this document and in
notes 3 (a) and 15 to the Audited Financial Statements for the years ended December 31, 2004 and
2003. 13




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##### Table of Contents



All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise
specified. For the year ended December 31, 2004, the Company recorded Revenue of $292,372 (2003: $100,951)
(2002: $Nil), due to an increase in income being generated from the Companys investment in the
three card games Software. Interest income of $1,002 (2003: $1,425) (2002: $356) reflected a
reduction of cash balances in the bank. The loss before other items was $287,530 (2003: $265,885)
(2002: $449,753) due to the fact that the total expenses increased to $579,902 as compared to
$366,836 for the same period in 2003 and $449,753 for the same period in 2002. Items which contributed to an increase in operating expenses during the year ended December 31,
2004, were finance, interest and foreign exchange, legal, accounting and audit fees, management
fees, salaries and benefits, commission fees, consulting and geological fees, shareholder
communication and telephone expenses. Management fees in 2004 were $240,000 (2003: $180,000; 2002: $140,000). Salaries and benefits in
2004 were $153,354 (2003: $88,961; 2002: $7,323). Legal, accounting and audit fees in 2004 were
$83,632 (2003: $46,280; 2002: $20,595). During the year ended December 31, 2004, the Company recorded a net gain of $7,067 on the sale of
marketable securities as compared to $104,295 during the same period in 2003 (2002: $Nil). The
Company wrote down its investment in the amount of $90,000 in the Inter-Café Project (2003: $Nil;
2002: $Nil). Total assets of $1,124,370 (2003: $778,312) (2002: $52,953) was comprised of cash and
term deposits, marketable securities, receivable from related parties, cash held on behalf of
related party, investment in the Extra High Mineral Property, and furniture and equipment. The
Company has not paid any cash dividends and does not plan to pay any cash dividends in the future. During the year ended December 31, 2004, the Company had a net loss of $369,461; ($1.15 per share),
as compared to a net loss of $104,297; ($0.17 per share) in the same period of 2003, and as
compared to a net loss of $449,397; ($4.25 per share) in the same period in 2002. The net loss
increased as a result of increased operating expenses mainly due to stock option compensation
expenses, an increase in management fees, commission fees and the write-down of the Companys
investment in the Inter-Café Project. During the year ended December 31, 2004, the weighted average number of outstanding shares was
322,269 as compared to 241,321 for the same period in 2003, and as compared to 105,750 for the same
period in 2002. For the year ended December 31, 2004, the Company had a working capital of $465,278 as compared to
a working capital of $488,799 in the same period of 2003, and as compared to a working capital
deficit of $164,169 in the same period of 2002. In the spring of 2004, Bronx commissioned an independent review of the Extra High Property by Erik
Ostensoe, P. Geo., who prepared a report, dated the 22nd day of April, 2004, titled
National Policy 43-101 Report, Extra High Property, Kamloops Mining Division, British Columbia.
The report recommends exploration work programs be carried out on the Extra High Property in order
to evaluate the mineral potential of the Extra High Property. This report has been filed on
www.Sedar.com by the Company. As at December 31, 2004, the Company has incurred exploration
related expenditures of $16,932 in respect to the Extra High Property. The Company has not incurred any exploration related expenditures on its Lithium properties during 14




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##### Table of Contents



2004, 2003 and 2002. During 2004, and pursuant to the Agreement with Interfranchise Inc., the Company invested an
additional $65,000 and completed its acquisition of a 10% interest in the Inter-Café Project for a
total investment by the Company amounting to $90,000. As at December 31, 2004, the Company
wrote-off this investment, in its entirety, since recovery on the investment became doubtful. Directors of the Company entered into Private Placement Flow-Through Share Financing Agreements
with the Company on December 29, 2003, and March 10, 2004, for the purchase of 24,286 flow-through
share units and 28,571 flow-through share units at the purchase price of $3.50 per unit,
respectively. Each unit consists of common shares (the flow-through shares) of the Company which
will be a flow-through share pursuant to the provisions of Subsection 66(15) of the Income Tax
Act. (Canada) (the ITA) and one non-transferable common share purchase warrant (the Warrants),
each Warrant entitling the holder to purchase one common share (the flow-through warrant shares)
at a price of $5.25 per flow-through warrant share for a period of twelve months and thereafter at
a price of $7.00 per flow-through warrant share for a further six months, and thereafter one common
share (the non-flow-through warrant shares) of the Company at a price of $7.00 per
non-flow-through warrant share for a further six months. All common shares and non-transferable
warrants of the Company pursuant to these Private Placement Financings have been issued. During 2004, the Company renounced $85,000 of exploration expenses on the Extra High Property
pursuant to the Private Placement Flow-Through Share Agreement dated December 29, 2003. The
renounced expenses were subsequently reduced since the Company was unable to use the whole amount
of $85,000 for mineral exploration, and all such unused expenses may be renounced by the Company in
the event that the Company incurs mineral exploration expenditures by December 31, 2005. During 2004, the Company entered into a Debt Settlement Agreement (Exhibit 9.5  Incorporated by
reference) for the geological services provided by a company owned by a director of the Company
whereby a total of 652 common shares of the Company were issued in full satisfaction of the debt
totalling $3,424. During 2004, Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors
of the Company, entered into a Private Placement Financing Agreement with the Company on July 20,
2004 for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per
unit for total proceeds to the Company of $100,000. Each unit consists of one common share in the
capital of the Company and one warrant to purchase an additional common share in the capital of the
Company. Each warrant is exercisable at the price of $5.25 per common share, if exercised during
the first year, and at the price of $7.00 per common share, if exercised during the second year.
The warrants expire on July 20, 2006 . The Board of Directors of the Company resolved to adopt on April 12, 2004, subject to
shareholder approval, the 2004 Stock Option Plan (Exhibit 9.3  Incorporated by reference) which
provides for the granting of incentive stock options to directors, officers, employees and
consultants of the Company entitling them to purchase up to 20% of the issued and outstanding
common shares of the Company as of the day of granting. The 2004 Stock Option Plan replaces the
Companys 2002 and 2003 Stock Option Plans. At the 2004 Annual General Meeting of the shareholders of the Company which was held on April 30,
2004, the shareholders approved the Audited Financial Statements for the year ended December 31,
2003, and the Auditors report thereon; the re-election of the Companys Board of Directors; the
re-appointment of the Companys Auditor, Smythe Ratcliffe, for the ensuing year and, the adoption
of the Companys 2004 Stock Option Plan whereby the Company may reserve for granting to directors,
officers, employees and consultants up to 20% of the issued and outstanding common shares of the 15




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##### Table of Contents



Company calculated from time to time on a rolling basis. The material terms of the 2004 Stock
Option Plan are outlined in the Companys Information Circular included with the Notice of Annual
General Meeting (Exhibit 1.8  Incorporated by reference)
which has been filed on www.Sedar.com. Effective January 2004, the Company adopted the new requirements of the Canadian Institute of
Chartered Accountants (CICA) Handbook Section 3870, which requires an expense to be recognized in
the financial statements for all forms of employee stock-based compensation, including stock
options. Previously, the Company did not record any compensation cost on the granting of stock
options to employees and directors, as the exercise price was equal to or greater than the market
price at the date of the grants. Options granted are accounted for using the fair value method
where compensation expense is calculated using the Black-Scholes options pricing model. As a result of this change in accounting, the opening deficit was restated on a retroactive basis
to show the effect of compensation expense associated with stock options granted to employees and
directors from January 1, 2003 to December 31, 2003, which amounted to $64,122 and an
increase of $64,122 to contributed surplus. At the Companys 2005 Special General Meeting held on January 10, 2005, the shareholders approved
the deletion of the Pre-Existing Company Provisions in the notice of Articles of the Company and
approved the alteration of the Companys Notice of Articles. The shareholders approved the
increase of the Companys authorized capital to an unlimited number of Common and Preferred Shares,
both without par value, approved the adoption of new articles in substitution for the old articles
of the Company (Exhibit 3.2*  Attached). In addition, the shareholders approved the consolidation of the issued and
outstanding common shares of the Company on the basis of 35 common shares before consolidation to 1
common share after consolidation and approved changing the name of the Company to Bronx Ventures
Inc. All material terms are provided in greater detail in the Companys Notice of Special General
Meeting and Information circular dated November 29, 2004 (Exhibit 1.8.A  Incorporated by
reference). Disclosure of the differences between accounting principles and practices generally accepted in
Canada and those generally accepted in the United States and required by the SEC, are included in
Note 13 of the financial statements included in Item 17 of the Annual Report. Effective January 2004, the Company adopted the new requirements of the Canadian Institute of
Chartered Accountants (CICA) Handbook Section 3870, which requires an expense to be recognized in
the financial statements for all forms of employee stock-based compensation, including stock
options. Previously, the Company did not record any compensation cost on the granting of stock
options to employees and directors, as the exercise price was equal to or greater than the market
price at the date of the grants. Options granted are accounted for using the fair value method
where compensation expense is calculated using the Black-Scholes options pricing model. As a result of this change in accounting, the opening deficit was restated on a retroactive basis
to show the effect of compensation expense associated with stock options granted to employees and
directors from January 1, 2003 to December 31, 2003, which amounted to $64,122 and an increase of
$64,122 to contributed surplus. The Company finances its exploration programs through the issuance of flow-through common shares.
Income tax deductions relating to these expenditures are claimable only by the investors. Proceeds
from common shares issued pursuant to flow-through financings are credited to capital stock. 16




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##### Table of Contents



Summary of Quarterly Results The following are the unaudited results for the twelve most recent quarterly periods, starting with
the three month quarterly period ended March 31, 2005: March 31,
    
    
    
    December 31,
    
    
    
    September 30,
    
    
    
    June 30,
    
    
    
    March 31,For the Quarterly Periods ending on:
    
    
    2005
    
    
    
    2004
    
    
    
    2004
    
    
    
    2004
    
    
    
    2004Total Revenues
    
    
    $
    102,948
    
    
    
    
    212,446
    
    
    
    
    21,636
    
    
    
    
    20,520
    
    
    
    
    37,770Income (loss) before
other items
    
    
    
    (37,382
    )
    
    
    
    (22,465
    )
    
    
    
    (67,414
    )
    
    
    
    (59,895
    )
    
    
    
    (137,756
    )Earnings (loss) per
common share before
other items
    
    
    
    (0.11
    )
    
    
    
    (0.07
    )
    
    
    
    (0.20
    )
    
    
    
    (0.19
    )
    
    
    
    (0.44
    )Fully diluted
earnings (loss) per
common share before
other items
    
    
    
    (0.08
    )
    
    
    
    (0.05
    )
    
    
    
    (0.15
    )
    
    
    
    (0.12
    )
    
    
    
    (0.25
    )Net income (loss) for
the period
    
    
    
    181,707
    
    
    
    
    (101,443
    )
    
    
    
    (430,152
    )
    
    
    
    (262,895
    )
    
    
    
    425,029Basic net earnings
(loss) per share
    
    
    
    0.53
    
    
    
    
    (0.30
    )
    
    
    
    (1.26
    )
    
    
    
    (0.84
    )
    
    
    
    1.36Diluted net earnings
(loss) per share
    
    
    
    0.40
    
    
    
    
    (0.23
    )
    
    
    
    (0.95
    )
    
    
    
    (0.54
    )
    

    
    
    0.76
 December 31,
    
    
    
    September 30,
    
    
    
    June 30,
    
    
    
    March 31,
    
    
    
    December 31,For the Quarterly Periods ending on:
    
    
    2003
    
    
    
    2003
    
    
    
    2003
    
    
    
    2003
    
    
    
    2002Total Revenues
    
    
    $
    38,346
    
    
    
    
    53,297
    
    
    
    
    5,038
    
    
    
    
    4,270
    
    
    
    
    314Income (loss)
before other items
    
    
    
    (77,508
    )
    
    
    
    (19,711
    )
    
    
    
    (70,318
    )
    
    
    
    (34,226
    )
    
    
    
    (252,210
    )Earnings (loss) per
common share before
other items
    
    
    
    (0.27
    )
    
    
    
    (0.08
    )
    
    
    
    (0.29
    )
    
    
    
    (0.14
    )
    
    
    
    (1.21
    )Fully diluted
earnings (loss) per
common share before
other items
    
    
    
    (0.15
    )
    
    
    
    (0.04
    )
    
    
    
    (0.16
    )
    
    
    
    (0.08
    )
    
    
    
    (0.64
    )Net income (loss)
for the period
    
    
    
    (20,211
    )
    
    
    
    234,584
    
    
    
    
    (220,322
    )
    
    
    
    (34,226
    )
    
    
    
    (252,209
    )Basic net earnings
(loss) per share
    
    
    
    (0.07
    )
    
    
    
    0.93
    
    
    
    
    (0.92
    )
    
    
    
    (0.14
    )
    
    
    
    (1.21
    )Diluted net
earnings (loss) per
share
    
    
    
    (0.04
    )
    
    
    
    0.51
    
    
    
    
    (0.51
    )
    
    
    
    (0.08
    )
    
    
    
    (0.64
    )
 17




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##### Table of Contents



September 30,
    
    
    
    June 30,For the Quarterly Periods ending on:
    
    
    2002
    
    
    
    2002Total Revenues
    
    
    $
    28
    
    
    
    
    8Income (loss) before other items
    
    
    
    (51,943
    )
    
    
    
    (70,115
    )Earnings (loss) per common share before other
items
    
    
    
    (0.25
    )
    
    
    
    (0.72
    )Fully diluted earnings (loss) per common share
before other items
    
    
    
    (0.13
    )
    
    
    
    (0.40
    )Net income (loss) for the period
    
    
    
    (51,944
    )
    
    
    
    (70,115
    )Basic net earnings (loss) per share
    
    
    
    (0.25
    )
    
    
    
    (0.72
    )Diluted net earnings (loss) per share
    
    
    
    (0.13
    )
    
    
    
    (0.40
    )
 For the quarterly period ended March 31, 2003, the Company started receiving revenue from its
investment in the three card games Software. The Companys total revenues for the periods ended
June 30, 2003, September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004, September 30,
2004, December 31, 2004, and March 31, 2005, were mainly generated from the Companys investment in
the three card games Software. For the quarterly period ended September 30, 2003, the Company realized a net income of $234,584 as
compared to a net loss of $220,322 for the immediately preceding quarter due mainly to the Company
realizing a gain on its investment in marketable securities. As a result, the basic net gain per
share for the quarterly period ended September 30, 2003, was $0.93 per share as compared to a basic
net loss of $0.92 per share for the immediately preceding quarterly period, and the diluted net
gain per share was $0.51 as compared to a diluted net loss of $0.51 per share for the immediately
preceding quarterly period. For the quarterly period ended December 31, 2003, the Company realized a net loss of $20,211 as
compared to a net gain of $234,584 for the immediately preceding quarter. As a result, the basic
net loss per share for the quarterly period ended December 31, 2003, was $0.07 per share as
compared to a basic net gain of $0.93 per share for the immediately preceding quarterly period, and
the diluted net loss per share was $0.04 as compared to a diluted net gain of $0.51 per share for
the immediately preceding quarterly period. For the quarterly period ended March 31, 2004, the Company realized a net gain of $425,029 as
compared to a net loss of $20,211 for the immediately preceding quarter due mainly to the Company
realizing a gain on the sale of its investment in marketable securities. As a result, the basic
net gain per share for the quarterly period ended March 31, 2004, was $1.36 per share as compared
to a basic net loss of $0.07 per share for the immediately preceding quarterly period, and the
diluted net gain per share was $0.76 as compared to a diluted net loss of $0.04 per share for the
immediately preceding quarterly period. For the quarterly period ended June 30, 2004, the Company realized a net loss of $262,895 mainly
due to the Company writing down its investment in marketable securities as compared to a net gain
of $425,029 realized from the Companys investment in marketable securities for the immediately
preceding quarterly period. As a result, the basic net loss per share for the quarterly period
ended June 30, 2004, was $0.84 per share as compared to a gain of $1.36 per share for the
immediately preceding quarterly period and the diluted net loss per share for the quarterly period
ended June 30, 2004, was $0.54 per share as compared to a diluted net gain of $0.76 per share for
the immediately preceding quarterly period. 18




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##### Table of Contents



For the quarterly period ended September 30, 2004, the Company realized a net loss of $430,152 due
to the loss on the sale of the Companys investment in marketable securities and the write-down of
marketable securities as compared to a net loss of $262,895 for the immediately preceding quarterly
period. As a result, the basic net loss per share for the quarterly period ended September 30,
2004, was $1.26 per share as compared to a basic net loss of $0.84 per share for the immediately
preceding quarterly period and the diluted net loss per share for the quarterly period ended
September 30, 2004, was $0.95 per share as compared to a diluted net loss of $0.54 per share for
the immediately preceding quarterly period. For the quarterly period ended December 31, 2004, the Company realized a net loss of $101,443 due
to the loss on the sale of its investment in marketable securities and the write-down of marketable
securities as compared to a net loss of $430,152 for the immediately preceding quarterly period.
As a result, the basic net loss per share for the quarterly period ended December 31, 2004, was
$0.30 as compared to a basic net loss of $1.26 per share for the immediately preceding quarterly
period and the diluted net loss per share for the quarterly period ended December 31, 2004, was
$0.23 as compared to a diluted net loss of $0.95 per share for the immediately preceding quarterly
period. For the quarterly period ended March 31, 2005, the Company realized a net gain of $181,707 due to

the gain on the sale of its investment in marketable securities as compared to a net loss of
$101,443 for the immediately preceding quarterly period. As a result, the basic net gain per share
for the quarterly period ended March 31, 2005, was $0.53 as compared to a basic net loss of $0.30
per share for the immediately preceding quarterly period and the diluted net gain per share for the
quarterly period ended March 31, 2005, was $0.40 as compared to a diluted net loss of $0.23 per
share for the immediately preceding quarterly period. The Companys business is not of a seasonal nature. Item 5.B. Liquidity and Capital Resources The Company has limited earnings which are not sufficient to cover the Companys total
expenditures. During 2005, the Company shall require at least $400,000 so as to conduct its
operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity
and/or debt financings through private placements and/or public offerings and/or loans. In the
past, the Company has been successful in securing equity and debt financings in order to conduct
its operations uninterruptedly. While the Company does not give any assurances whatsoever that in
the future it will continue being successful in securing equity and/or debt financings in order to
conduct its operations uninterruptedly, it is the Companys intention to pursue these methods for
future funding of the Company. Pursuant to the terms of the Option Agreement dated March 26, 2004, between the Company and the
Optionor, the Company has the right to acquire a 100% undivided interest in the Extra High
Property, subject to a 11/2% Net Smelter Returns Royalty, by making staged cash payments totaling
$150,000 and incurring $500,000 of exploration expenditures over a period of 3 years. To date, the
Companys investment in the Extra High Property totals $66,520 which consists of $45,000 in cash
payments made to the Optionor, $4,588 in cash payments made to maintain the Extra High property in
good standing and $16,932 of exploration expenditures incurred since acquisition. During 2005, the
Company shall, on a best efforts basis, attempt to secure mineral exploration funds in order to
conduct exploration work programs on the Extra High Property. Due to reasons beyond Bronxs
control including, but not limited to, fluctuating metal prices and adverse financial market
conditions, it is quite possible that Bronx may not be able to raise the required funding for its
proposed exploration work programs and may possibly have to abandon and write-off its entire
investment in the Extra High Property. 19




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##### Table of Contents



The Company has issued warrants to acquire common shares of the Company, at certain prices, to
various parties. Should any outstanding warrants be exercised by any party, then any funds
received by the
Company shall be used for working capital purposes. However, there are no assurances whatsoever
that any warrants will be exercised before their respective expiry dates. During the year ended December 31, 2004, a total of 27,748 stock options at an exercise price of US
$5.25 per common share were granted to directors, officers, employees and consultants. No stock
options were exercised or cancelled, however, 20,147 stock options, exercisable at prices ranging
from US $5.25 to Cdn $78.75 per common share expired. As of May 31, 2005, all of the outstanding
stock options totalling 27,970 have expired. During the year ended December 31, 2004, no share purchase warrants were exercised, 184,000 share
purchase warrants expired which were exercisable at $7.00 per common share and a total of 57,142
share purchase warrants were issued, exercisable at $5.25 per common share in the first year and at
$7.00 per common share in the second year. As at December 31, 2004, the Company had $18,530 in cash and term deposits as compared to $73,673
for the period ended December 31, 2003 and to $6,364 for the period ended December 31, 2002.
Working capital as at December 31, 2004, was $465,278 as compared to a working capital of $488,799
for the period ended December 31, 2003, and to a working capital deficit of $164,169 for the period
ended December 31, 2002. Marketable securities as at December 31, 2004, were $222,611 as compared
to $528,200 for the period ended December 31, 2003, and to $4 for the period ended December 31,
2002. Accounts receivable as at December 31, 2004, was $257,729 as compared to $Nil for the period
ended December 31, 2003, and to $26,821 for the period ended December 31, 2002. As at March 31, 2005, the Company had $256,050 in cash and term deposits as compared to $18,530 for
the period ended December 31, 2004. Working capital as at March 31, 2005, was $613,193 as compared
to a working capital of $465,278 for the period ended December 31, 2004. The cost of marketable
securities as at March 31, 2005, was $289,879 as compared to $222,611 for the period ended December
31, 2004. As at March 31, 2005, the market value of the marketable securities was $809,130 as
compared to $382,893 for the period ended December 31, 2004. Accounts receivable as at March 31,
2005, was $5,495 as compared to $Nil for the period ended December 31, 2004, and receivables from
related parties as at March 31, 2005, was $83,024 as compared to $257,729 for the period ended
December 31, 2004. From time to time the Company has acquired, for investment purposes, securities (the Las Vegas
Securities) in the capital of Las Vegas from Home.com Entertainment Inc. (Las Vegas), a related
company. The Company may in the future, either increase or decrease its investment in the Las
Vegas Securities. During the year ended December 31, 2004, the Company sold 4,000,000 shares of Las Vegas From
Home.com Entertainment Inc. (the Las Vegas Securities) which the Company had acquired during 2003
at an average price of $0.31 per share to net the Company $1,240,000. Subsequently, the Company
acquired by means of Private Placement Financing Agreements a total number of 4,000,000 Las Vegas
Securities at prices ranging between $0.30 and $0.32 per common share for a total amount of
$1,225,000. During the year ended December 31, 2004, the Company sold 2,357,500 Las Vegas
Securities which the Company had acquired during 2004 for total proceeds to the Company of
$303,230. Marketable securities are valued at the lower of cost and market at the balance sheet
date. The cost of all marketable securities which the Company holds is $222,611 (2003: $528,200;
2002: $4). As at December 31, 2004, the market value of these securities is $382,893 (2003:
$850,500; 2002:$Nil). As at December 31, 2004, the Company holds 1,642,500 Las Vegas Securities
(2003: 4,000,000; 2002: Nil). During the three month period ended March 31, 2005, the Company realized a gain of $219,089 on the
sale of some of the Las Vegas Securities. 20




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##### Table of Contents



During the three month period ended March 31, 2005, the Company acquired for investment purposes,
1,250,000 units (the Las Vegas units) of Las Vegas, at a price of $0.20 per unit. Each Las Vegas
unit
consists of one common share and one-half of one warrant. One whole warrant is required to
purchase one Las Vegas common share at $0.25 per share for a period of 24 months. The 1,250,000
Las Vegas units issued to the Company had a hold period which expired on May 8, 2005. The warrants
expire on January 7, 2007. Directors of the Company entered into Private Placement Flow-Through Share Financing Agreements
with the Company on December 29, 2003, and March 10, 2004, for the purchase of 24,286 flow-through
share units and 28,571 flow-through share units at the purchase price of $3.50 per unit,
respectively. Each unit consists of common shares (the flow-through shares) of the Company which
will be a flow-through share pursuant to the provisions of Subsection 66(15) of the Income Tax
Act (Canada) (the ITA) and one non-transferable common share purchase warrant (the Warrants),
each Warrant entitling the holder to purchase one common share (the flow-through warrant shares)
at a price of $5.25 per flow-through warrant share for a period of twelve months and thereafter at
a price of $7.00 per flow-through warrant share for a further six months and thereafter at a price
of $7.00 per flow-through warrant share for a further six months. All common shares and
non-transferable warrants of the Company pursuant to these Private Placement Financings have been
issued. During 2004, the Company renounced $85,000 of exploration expenses on the Extra High Property
pursuant to the Private Placement Flow-Through Share Agreement dated December 29, 2003. The
renounced expenses were subsequently reduced since the Company was unable to use the whole amount
of $85,000 for mineral exploration, and all such unused expenses may be renounced by the Company in
the event that the Company incurs mineral exploration expenditures by December 31, 2005. On April 8, 2004, the Company entered into a Debt Settlement Agreement (Exhibit 9.5 
Incorporated by reference) with J.W. Murton & Associates, (the Creditor) a company owned by a
director of the Company. A total of 652 common shares at a price of $5.25 per share have been
issued in full satisfaction of the debt totalling $3,424 which was owed by the Company to the
Creditor. Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the
Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004,
for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit
for total proceeds to the Company of $100,000. Each unit consists of one common share in the
capital of the Company and one warrant to purchase an additional common share in the capital of the
Company. Each warrant is exercisable at the price of $5.25 per common share if exercised during
the first year and at the price of $7.00 per common share if exercised during the second year. The
warrants expire on July 20, 2006. Pursuant to a Licensing Agreement dated November 4, 2002, with Las Vegas, a related company, the
Companys share of revenues from its investment in the three card games Software for the year ended
December 31, 2004 was $292,372 (2003: $100,951; 2002: $Nil). For the three month period ended
March 31, 2005, the Companys share of revenues from its investment in the three card games
Software was $102,360 (2004: $37,608; 2003: $3,643). The Companys financial statements have been prepared in conformity with Canadian generally
accepted accounting principles. Accounting principles generally accepted in Canada differ in
certain significant respects from accounting principles generally accepted in the United States of
America and are discussed in Note 13 to the Financial Statements in Item 17 of this Annual Report
on Form 20-F. These financial statements have been prepared on the basis of accounting principles
applicable to a going-concern, which assumes that the Company will continue in operation for the
foreseeable future and will be able to realize its assets and discharge its liabilities in the
normal course of operations. 21




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##### Table of Contents



Item 5.C. Research and development, patents and licences The Company does not have a research and development department nor does it have any patents or
licenses. Item 5.D. Trend Information The Marketplace for the on-line three card games Software, which the Company has an interest in, is
constantly undergoing changes. The operation of the Companys on-line three card games Software,
in which the Company has an interest, will rely on the Internet as a means of promoting and selling
the three card games. The Internet continues to change and evolve in both its systems and its
accepted methods of marketing. The online gaming industry is intensely competitive in all of its
respective phases and furthermore it is subject to changes in customer preferences. Changes in
international Governmental regulations and laws could adversely affect the online gaming industry. In respect to the Companys Lithium and Extra High Mineral Properties, the exploration of mineral
properties involves significant risks which even experience, knowledge and careful evaluation may
not be able to avoid. The price of metals has fluctuated widely, particularly in recent years as
it is affected by numerous factors which are beyond the Companys control including international,
economic and political trends, expectations of inflation, currency exchange fluctuations, interest
rates, global or regional consumptive patterns, speculative activities and increased production due
to new extraction methods. The effect of these factors on the price of metals, and therefore the
economic viability of the Companys mineral exploration properties cannot be accurately predicted.
Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may
have a direct impact on the Companys ability to raise funds for its mineral exploration
properties. A drop in the availability of equity financings will likely impede spending on mineral
properties. Item 5.E. Off balance sheet arrangements. The Company has no off balance sheet arrangements whatsoever and the Companys financial
information including its balance sheet and statement of operations and deficit have been fairly
represented in accordance with generally accepted accounting principles. 22




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##### Table of Contents



Item 5.F. Tabular disclosure of contractual obligations The Company has no Long Term Debt Obligations, Capital Lease Obligations, Purchase Lease
Obligations, or Other Long Term Liabilities reflected on the Companys Balance Sheet. Payments due by periodLess than
    
    
    
    1-3
    
    
    
    3-5
    
    
    
    More thanContractual Obligations
    
    
    Total
    
    
    
    1 Year
    
    
    
    years
    
    
    
    years
    
    
    
    5 years[Long Term Debt Obligations]
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a[Capital (Finance) Lease Obligations]
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a[Purchase Lease Obligations]
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a[Operating Lease Obligations]
    
    
    $
    4,440
    
    
    
    $
    4,440
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/aOther Long Term Liabilities
Reflected on the Companys Balance
Sheet under the GAAP of the primary
financial statements
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/aTotal
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
    
    
    
    
    n/a
 In respect to information covered by Items 5.E. and 5.F., all financial information and
statements have been fairly represented in accordance with generally accepted accounting
principles. Item 5.G. Safe Harbour Special Note regarding Forward-Looking Statements We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of
the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, relating to our financial condition, profitability, liquidity, resources, business
outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments,
capital requirements and other matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbour for forward-looking statements. To comply with the terms of the safe
harbour, we note that a variety of factors could cause our actual results and experience to differ
substantially from the anticipated results or other expectations expressed in our forward-looking
statements. When words and expressions such as: believes, expects, anticipates, estimates,
plans, intends, objectives, goals, aims, projects, forecasts, possible, seeks,
may, could, should, might, likely, enable or similar words or expressions are used in
this Form 20-F, as well as statements containing phrases such as in our view, there can be no
assurances, although no assurances can be given, or there is no way to anticipate with
certainty, forward-looking statements are being made. These forward-looking statements speak as
of the date of this Form 20-F. The forward-looking statements are not guarantees of future performance and involve risk and
uncertainties. These risks and uncertainties may affect the operation, performance, development
and results of our business and could cause future outcomes to differ materially from those set
forth in our forward-looking statements. These statements are based on our current beliefs as to
the outcome projected or implied in the forward-looking statements. Further, some forward-looking
statements are based upon assumptions of future events which may not prove to be accurate. The
forward-looking 23




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##### Table of Contents



statements involve risks and uncertainties including, but not limited to, the risks
and uncertainties
referred to in Item 3.D. RISK FACTORS, and elsewhere within the document and in other of our
filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or revise any forward-looking statements as a result
of future developments, events and conditions outside of our control. New risk factors emerge from
time to time and it is not possible for us to predict all such risk factors, nor can we assess the
impact of all such risk factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ significantly from those forecast in any
forward-looking statements. Given these risks and uncertainties, investors should not overly rely
or attach undue weight to forward-looking statements as an indication of our actual future results. 
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES As of May 31, 2005, the name, municipality of residence and the principal occupation of the
directors and officers of the Company are the following: Name and municipality
    
    
    Position with
    
    
    Date ofof residence
    
    
    the Registrant
    
    
    Birth
    
    
    Principal occupation
    
    
    Term of OfficeBedo H. Kalpakian*
Richmond, B.C.
Canada
    
    
    President and
Director
    
    
    May 14, 1946
    
    
    President of
Registrant;
Chairman of Las
Vegas From Home.com
Entertainment Inc.
    
    
    Director:- 1984 to
Present;
President:- 1991 to
PresentJacob H. Kalpakian
Vancouver, B.C.
Canada
    
    
    Vice President and
Director
    
    
    October 18, 1968
    
    
    Vice President of
Registrant;
President of Las
Vegas From Home.com
Entertainment Inc.
    
    
    1991 to PresentGregory T. McFarlane*
Las Vegas, NV, USA
    
    
    Director
    
    
    November 13, 1968
    
    
    Advertising
copywriter with
Schadler Kramer
Advertising, Las
Vegas, Nevada and
DRGM Advertising
and Public
Relations.
    
    
    1992 to PresentJ. Wayne Murton*
Kelowna, B.C. Canada
    
    
    Director
    
    
    November 2, 1937
    
    
    President of J.W.
Murton &
Associates, a
private geological
engineering and
mining services
company.
    
    
    1999 to PresentPenilla Klomp
Richmond, B.C.
Canada
    
    
    Corporate Secretary
    
    
    August 23, 1962
    
    
    Corporate Secretary
of the Registrant
and of Las Vegas
From Home.com
Entertainment Inc.
    
    
    May 1, 2003 to
Present
 
 *
    
    Members of the audit committee. Jacob H. Kalpakian is the nephew of Bedo H. Kalpakian. All directors serve for a term of one year
until the next annual general meeting or until the date of their resignation, whichever occurs
first. There are no arrangements or understandings whatsoever with major shareholders, customers,
suppliers or others pursuant to which any person referred to above was selected as a director or
member of senior management. Item 6.B. Compensation Total cash remuneration paid to all directors and officers of the Company for the period ended
December 31, 2004, amounted to $248,266 (2003:$227,742). Certain directors of the Company are
compensated for automobile expenditures and furthermore, certain directors, officers and employees
of the Company 24




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##### Table of Contents



are covered under a group medical and dental insurance plan. Presently there exists
no plan regarding
directors and officers pension, retirement or other similar benefits. Furthermore, there are no
amounts set aside or accrued by the Company to provide pension, retirement or similar benefits. A
director of the Company was issued (during 2003 and 2004) an aggregate of 3,223 common shares in
the capital of the Company in settlement of debts totalling $ 21,421 representing geological
services rendered to the Company (Exhibits 9.4 & 9.5  Incorporated by reference). Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and
Kalpakian Bros. of B.C. Ltd., a company related by common directors, dated November 1, 2001 as
amended on August 14, 2003 by a resolution of the Directors of Bronx, (the New Management Services
Agreement) (Exhibit 1.6  Incorporated by reference). Pursuant to the New Management Services
Agreement, the Company pays Kalpakian Bros. of B.C. Ltd., a management fee of $20,000 plus G.S.T.
per month and the Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other
expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd. For the year ended
December 31, 2004, the Company has paid $240,000 (2003: $180,000) (2002: $140,000) to Kalpakian
Bros. of B.C. Ltd., in respect to Management fees. Pursuant to indemnity agreements dated April 1, 1993, April 15, 1999, April 1, 2002 and May 1,
2003, between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane,
J.W. Murton and Penilla Klomp (collectively the directors and officers), the Company agreed to
indemnify and save the directors and officers, their heirs and personal representatives harmless
from and against all costs, charges and expenses arising out of their association with the
Registrant. These costs, charges and expenses include any amounts paid to settle an action or to
satisfy a judgement brought or found against the directors and/or officers and any amounts paid to
settle an administrative action or proceeding provided that the indemnified party has acted in good
faith and in the best interests of the Company. The Company Act requires a Court Order to be
obtained prior to the Company making payment under the indemnity agreements. To date, the Company
has not made any payments under the indemnity agreements. For the Fiscal year ended December 31, 2004, and up to and including the date of this report (May
31, 2005) no incentive stock options were exercised by any of the Companys directors or officers.
As of May 31, 2005, there are no outstanding incentive stock options. The Company has no long term incentive plans in place and, has not granted any stock appreciation
rights. Item 6.C. Board Practices 6.C.1. Directors Terms of service. All directors are elected annually by the Companys shareholders to serve for a term of one year
until the next annual general meeting of the shareholders or until the date of their resignation or
the appointment of their successors, whichever occurs first. All directors may be annually
re-elected by the Companys shareholders at the annual general meeting of the shareholders for
additional one year terms. Bedo H. Kalpakian has served as a director since 1984; Jacob H.
Kalpakian has served as a director since 1991; Gregory T. McFarlane has served as a director since
1992 and J. Wayne Murton has served as a director since 1999. 6.C.2. Details of Directors Service Contracts. Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and
Kalpakian Bros. of B.C. Ltd., a company related by common directors, dated November 1, 2001 as
amended on August 14, 2003 by a resolution of the Directors of Bronx (the New Management Services 25




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##### Table of Contents



Agreement) (Exhibit 1.6 Incorporated by reference). Pursuant to the New Management Services
Agreement, the Company pays Kalpakian Bros. of B.C. Ltd., a management fee of $20,000 plus G.S.T.
per month and the Company reimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other
expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd. For the twelve month period ended December 31, 2004, the Company has paid to Kalpakian Bros. of
B.C. Ltd. $240,000 (2003:$180,000; 2002:$140,000) pursuant to the New Management Services
Agreement. For the three month period ended March 31, 2005, the Company has paid $60,000 (2004:
$60,000; 2003: $17,200) to Kalpakian Bros. of B.C. Ltd., in respect to Management fees. The New Management Services Agreement is automatically renewable on a year by year basis and may be
terminated at anytime by either party on three months written notice. 6.C.3. Details relating to the Companys audit committee and remuneration committee. All directors are elected annually by the Companys shareholders to act as directors of the Company
for a term of one year. The Companys audit committee is appointed on an annual basis by the
Companys directors. Presently, the Companys audit committee consists of the following directors;
Bedo H. Kalpakian, Gregory T. McFarlane and J. Wayne Murton. The majority of the members of the
audit committee must be made up of directors who are not officers of the Company. The audit
committee is also responsible to monitor compliance of the Companys Code of Ethics (see item
16.B). Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the
charter of the Companys Audit Committee and other information required to be disclosed have been
disclosed in the Companys Annual Information Circular with respect to the Companys upcoming
Annual Shareholders meeting which is scheduled to take place on June 23, 2005. The Information
Circular (Exhibit 1.9  Incorporated by reference) includes the Companys Audit Committee
Disclosure under Form 52-110F2. The Company does not have a remuneration committee largely due to its size. Item 6.D. Employees The Company employs 4 people in Administration and 2 in Management. The Companys employees are not represented by a union or other collective bargaining organization
and the Company has not experienced a work stoppage by its employees. The Company believes that
its employee relations are good. 26




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##### Table of Contents



Item 6.E. Share Ownership The number of common shares without par value beneficially owned (directly or indirectly) by
officers and directors of the Company as of May 31, 2005,are as follows: Name of Director/Officer and
    
    
    Number of
    
    
    Percentage of the total Issued ShareMunicipality
    
    
    Issued Shares
    
    
    Capital*Bedo H. Kalpakian
    
    

    61,751
directRichmond, BC, Canada
    
    

    14,690
indirect (1)
    
    
    
    22.4
    %Jacob H. Kalpakian
    
    

    57,067
directVancouver, BC, Canada
    
    


    14,690

indirect (1)
    
    
    
    21.1
    %Gregory
T. McFarlane
Las Vegas, Nevada, USA
    
    

    Nil

    
    
    
    0
    %J.
Wayne Murton
Kelowna, BC, Canada
    
    


    Nil


    
    
    
    0
    %Penilla
Klomp
Richmond, BC, Canada
    
    


    Nil



    
    
    
    0
    %
 
 Notes:*
    
    Based on 340,711 issued and outstanding common shares as of May 31, 2005.(1)
    
    Of these common shares, 29,380 are held by Kalpakian Bros. of B.C. Ltd., a private
company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders
with equal ownership. (i.e. 14,690 shares each) Item 6.E.2. Stock Options for Employees From time to time the Company grants Incentive Stock Options to its directors, officers, employees
and consultants. The incentive stock options entitle the holders to acquire common shares of the
Company from treasury. The incentive stock options are a means of rewarding future services
provided to the Company and are not intended as a substitute for salaries or wages, or as a means
of compensation for past services rendered. At the Companys Annual General Meeting of shareholders held on April 30, 2004, the shareholders of
the Company approved the Companys 2004 Stock Option Plan (Exhibit 9.3  Incorporated by reference)
whereby the Company may reserve for granting to directors, officers, employees and consultants up
to 20% of the issued and outstanding common shares of the Company calculated from time to time on a
rolling basis. The material terms of the 2004 Stock Option Plan are outlined in the Companys
Information Circular included with the Notice of Annual General Meeting (Exhibit 1.8 Incorporated
by reference). As of May 31, 2005, there are no incentive stock options granted or outstanding. 27




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##### Table of Contents



ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A.1.The Company is a publicly-owned corporation, the common shares of which are owned by
Canadian residents, U.S. residents, and residents of other countries. The Company is neither
directly nor indirectly owned nor controlled by any other corporation or any foreign government. As at May 31, 2005,the following persons or corporations beneficially own, directly or indirectly,
or exercise control over shares carrying more than 5% of the issued and outstanding shares of the
Company: Name of Shareholder
    
    
    Number of
    
    
    
    Percentage of theAnd Municipality
    
    
    Issued Capital
    
    
    
    Total Issued Share Capital*Bedo H. Kalpakian, Richmond,
British Columbia and
Jacob H. Kalpakian,
Vancouver, British Columbia
    
    
    
    159,629
    (1)
    
    

    46.8
    %CDS & Co., Toronto, Ontario**
    
    
    
    259,510
    
    
    

    76.2
    %Cede & Co **.
    
    
    
    18,098
    
    
    

    5.31
    %
 
 (1)
    
    Of these common shares, 61,751 are held by Bedo H. Kalpakian directly, 57,069 are held by
Jacob H. Kalpakian directly, an aggregate of 29,380 common shares are held by Kalpakian Bros.
of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the
principal shareholders and 11,429 common shares are held by family members of Jacob H.
Kalpakian.*
    
    Based on 340,711issued and outstanding common shares as of May 31, 2005.**
    
    Depository trust which holds shares on behalf of others and the beneficial holders of these
shares are not within the knowledge of the Company. As at May 31, 2004,the following persons or corporations beneficially own, directly or
indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding
shares of the Company: All shares in the following table have been re-stated to give
retroactive effect to the Companys 35:1 share consolidation on January 17, 2005. Name of Shareholder
    
    
    Number of

    
    
    Percentage of theAnd Municipality
    
    
    Issued Capital

    
    
    Total Issued Share Capital*Bedo H. Kalpakian,
Vancouver, British Columbia
and
    
    
    
    118,820

direct (1)Jacob H. Kalpakian, Vancouver, British Columbia
    
    
 
1,094
indirect (2)
    
    
    
    38.4
    %CDS & Co., Toronto, Ontario**
    
    
    
    203,574
    
    
    
    
    65.2
    %Interfranchise Inc.,
Rosemere, Quebec ***
    
    
    
    32,143
    
    
    
    
    10.3
    %
 
 (1)
    
    Of these common shares, 61,751 are held by Bedo H. Kalpakian directly, 57,069 are held by
Jacob H. Kalpakian directly.(2)
    
    Of these common shares 1,094 shares are held by Kalpakian Bros. of B.C. Ltd., indirectly, a
private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal
shareholders.*
    
    Based on 10,924,887 pre-consolidated (312,139 post-consolidated)issued and outstanding common
shares as of May 31, 2004.**
    
    Depository trust which holds shares on behalf of others and the beneficial holders of these
shares are not within the knowledge of the Company.***
    
    Claude Lavigne has a beneficial ownership of 10% or more of Interfranchise Inc. 28




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##### Table of Contents



As at May 31, 2003,the following persons or corporations beneficially own, directly or
indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding
shares of the Company: All shares in the following table have been re-stated to give
retroactive effect to the Companys 35:1 share consolidation on January 17, 2005. Name of Shareholder
    
    
    Number of

    
    
    Percentage of theAnd Municipality
    
    
    Issued Capital

    
    
    Total Issued Share Capital*Bedo H. Kalpakian, and
    
    




    
    65,107
    direct (1)Jacob
H. Kalpakian, Vancouver,British Columbia
    
    


    
    5,509
    indirect (2)







    
    
    
    29.38
    %Interfranchise Inc., Rosemere,
Quebec
    
    
    
    43,571
    
    
    
    
    18.13
    %Penson Canada, Montreal, Quebec
    
    
    
    42,875
    
    
    
    
    17.84
    %Beaumont Capital, Wanchai,
Hong Kong
    
    
    
    28,571
    
    
    
    
    11.89
    %CDS & Co., Toronto, Ontario
    
    
    
    14,406
    
    
    
    
    6.0
    %Minhas Sayani, Dubai, UAE
    
    
    
    14,286
    
    
    
    
    5.9
    %
 
 (1)
    
    Of these common shares, 34,466 are held by Bedo H. Kalpakian directly, 30,641 are held by
Jacob H. Kalpakian directly.(2)
    
    Of these common shares, 5,509 shares are held by Kalpakian Bros. of B.C. Ltd., indirectly, a
private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal
shareholders.*
    
    Based on 8,412,075 pre-consolidated (240,345 post-consolidated)issued and outstanding common
shares as of May 31, 2003.**
    
    Depository trust which holds shares on behalf of others and the beneficial holders of these
shares are not within the knowledge of the Company. 7.A.1.(c)All shareholders of the Company have equal voting rights. Holders of common shares
of the Company are entitled to one vote per share at all meetings of shareholders, to receive
dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of
the Company available for distribution to common shareholders in the event of the liquidation,
dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights
attached to the common shares of the Company. 7.A.2.As of December 31, 2004, the Company had 11,924,888 pre-consolidated (340,711 post
consolidated) issued and outstanding common shares. The number of outstanding common shares of the
Company held in the United States and the number of recorded holders thereof were 138,982
pre-consolidated (3,954 post consolidated) outstanding common shares and 151 recorded shareholders
respectively. 7.A.3.To the best of the Companys knowledge the Company is not controlled directly or indirectly
by another corporation or by any foreign government or by any natural or legal person severally or
jointly other than as disclosed in 7.A.1.in this Annual Report. 7.A.4.To the best of the Companys knowledge, there are no known arrangements which may at a
subsequent date result in a change of control of the Company. 29




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##### Table of Contents



Item 7.B. Related Party Transactions The Company shares office space with Las Vegas From Home.com Entertainment Inc. (Las Vegas), a
company related by common management and directors. The Company charged Las Vegas for its
proportionate share of payroll expenses and other expenses (Las Vegas obligations). During the
twelve month period ended December 31, 2004, Las Vegas has paid to the Company the sum of $199,589
(2003: $185,425) (2002: $174,170) for the Las Vegas obligations which are as follows: payroll
expenses of $185,450 (2003: $155,796) (2002: $142,351) and other expenses of $14,139 (2003:
$29,629) (2002: $31,819). Subsequent to August 2001, rent for the office premises was paid by Las
Vegas and the Company was charged for its proportionate share which was $6,032 for the twelve month
period ended December 31, 2004 (2003: $7,090) (2002: $5,153). As of January 1, 2005, the Company and Las Vegas do not have any inter-company related party
transactions with regards to Office expenses, Loans, Benefits and Rent. Las Vegas invoices the
Company, on a monthly basis, for a portion of the Rent and Office expenses incurred by Las Vegas.
The Company invoices Las Vegas, on a monthly basis, for a portion of Salaries paid by the Company. On November 4, 2002, the Company entered into a Licensing Agreement with Las Vegas from Home.com
Entertainment Inc. (Las Vegas), a related company, for the joint development of certain Gaming
Software consisting of three card games (the three card games Software). Pursuant to this
Licensing Agreement, the Company has paid a one time only license fee of $200,000 to Las Vegas as
the Companys sole contribution for the development costs of the three card games Software, as a
result of which, the three card games Software is now equally owned by Las Vegas and the Company.
Las Vegas shall be the operator of the three card games Software and shall market the three card
games. Las Vegas shall receive 60% of all revenues that shall be generated from the operation of
the three card games Software and the Company shall receive 40%. During the year ended December

31, 2004 the Companys share of revenues from its investment in the three card games Software was
$292,372 (2003: $100,951) (2002: $ Nil), and $102,360 for the three month period ended March 31,
2005, (2004: $37,608; 2003: $3,643). On August 14, 2003, the Management Services Agreement dated November 1, 2001, between the Company,
Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd., a company related by common
directors, was amended by a resolution of the Directors of Bronx, (the New Management Services
Agreement). Pursuant to the New Management Services Agreement, the Company pays Kalpakian Bros.
of B.C. Ltd., a Management fee of $20,000 plus G.S.T. per month and the Company reimburses
Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the
Company by Kalpakian Bros. of B.C. Ltd. For the year ended December 31, 2004, the Company has paid
$240,000 (2003: $180,000) (2002: $140,000) to Kalpakian Bros. of B.C. Ltd., and for the three month
period ended March 31, 2005, the Company has paid $60,000 (2004: $60,000) (2003: $17,200) to
Kalpakian Bros. of B.C. Ltd. in respect to Management fees. On January 20, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement
with Las Vegas, a related company, whereby the Company acquired, for investment purposes, 1,250,000
common shares in the capital of Las Vegas at the price of $0.32 per common share, for a total
amount of $400,000. The 1,250,000 Las Vegas common shares have been issued to the Company. On February 12, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement
with Las Vegas, a related company, whereby the Company acquired, for investment purposes, 2,750,000
common shares in the capital of Las Vegas at the price of $0.30 per common share, for a total
amount of $825,000. The 2,750,000 Las Vegas common shares have been issued to the Company. The Company has sold a total of 2,357,500 Las Vegas common shares during the year ended December 30




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##### Table of Contents



31, 2004, for total proceeds to the Company of $303,230 and as of the year ended December 31, 2004,
the Company holds a total of 1,642,500 Las Vegas common shares. During the three month period
ended March 31, 2005, the Company realized a gain of $219,089 on the sale of some of the Las Vegas
Securities. On January 7, 2005, the Company acquired for investment purposes, 1,250,000 units (the Las Vegas
units) of Las Vegas, at a price of $0.20 per unit. Each Las Vegas unit consists of one common
share and one-half of one warrant. One whole warrant is required to purchase one Las Vegas common
share at $0.25 per share for a period of 24 months. The 1,250,000 Las Vegas units issued to the
Company had a hold period which expired on May 8, 2005. The warrants expire on January 7, 2007.
In the future, the Company may either increase or decrease its investment in Las Vegas. Directors of the Company entered into Private Placement Flow-Through Share Financing Agreements
with the Company on December 29, 2003, and March 10, 2004, for the purchase of 24,286 flow-through
share units and 28,571 flow-through share units at the purchase price of $3.50 per unit,
respectively. Each unit consists of one common share (the flow-through shares) of the Company
and one non-transferable common share purchase warrant (the warrants), each warrant entitling the
holder to purchase one common share at a price of $5.25 per share for a period of twelve months and
thereafter at a price of $7.00 per share for a further period of twelve months. All common shares
and warrants of the Company pursuant to these Private Placement Financings have been issued. On April 8, 2004, the Company entered into a Debt Settlement Agreement with J.W. Murton &
Associates, (the Creditor), a company owned by a director of the Company. A total of 652 common
shares at a price of $5.25 per share have been issued in full satisfaction of the debt totalling
$3,424 which was owed by the Company to the Creditor. Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the
Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004,
for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit
for total proceeds to the Company of $100,000. Each unit consists of one common share in the
capital of the Company and one warrant to purchase an additional common share in the capital of the
Company. Each warrant is exercisable at the price of $5.25 per common share if exercised during
the first year and at the price of $7.00 per common share if exercised during the second year. All
common shares issued pursuant to this financing had a hold period which expired on November 21,
2004. The warrants expire on July 20, 2006. During 2004 and 2003, none of the directors advanced any funds to the Company, however, during
2004, the Company advanced the sum of $45,000 to a director which bears interest at the rate of
Bank of Montreal Prime plus 1% and which is payable on demand. As of December 31, 2004, the total
amount receivable, including interest, is $45,406. During 2002, two directors advanced the sum of
$15,048 to the Company at an interest rate of the Bank of Montreal, prime plus 1% per annum which
has been repaid by the Company during 2003. The Company is related to the following companies by common management and/or directors and/or
officers:  -
    
    Las Vegas From Home.com Entertainment Inc. (Las Vegas), a public
company listed on the TSX Venture Exchange, also quoted in the U.S.A.
on the OTC Bulletin Board and, on the Berlin Stock Exchange;-
    
    Kalpakian Bros. of B.C. Ltd., a private company incorporated under the
laws of the Province of British Columbia, the principal shareholders
of which are Jacob H. Kalpakian and Bedo H. Kalpakian, directors of
the Company;-
    
    Blue Rock Mining, Inc., a private Nevada corporation which was a
wholly-owned subsidiary of the Registrant and which was dissolved
during 2003; 31




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##### Table of Contents



-
    
    Texas Pacific Minerals Inc., a private company incorporated under the
laws of the Province of British Columbia, the principal shareholders
of which are Jacob H. Kalpakian and Bedo H. Kalpakian, directors of
the Company;-
    
    Pacific Missouri Holdings Inc., a private company incorporated under
the laws of the Province of British Columbia, the principal
shareholders of which are Jacob H. Kalpakian and Bedo H. Kalpakian,
directors of the Company;-
    
    Colt Capital Corp, a reporting Alberta Corporation which is extra
provincially registered in the Province of British Columbia;-
    
    J.W. Murton & Associates, a private company incorporated under the
laws of the Province of British Columbia, the principal shareholder of
which is J. Wayne Murton, a director of the Company. Item 7.C. Interests of Experts and Counsel Not Applicable. 
 ITEM 8. FINANCIAL INFORMATION Item 8.A. Financial Statements and Other Information The Companys Audited Financial Statements for the year ended December 31, 2004, are included in
Item 17 of this report. Item 8.A.7. Legal Proceedings The Company is presently not a party to any legal proceeding of any kind. The Companys corporate legal counsels are:-  
    
    Anfield Sujir Kennedy & Durno, Barristers and Solicitors, (Attn: Michael Kennedy),
located at #1600  609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3. The
telefax number is (604) 669-3877.
    
    Venture Law Corporation, (Attn: Alixe Cormick), located at #618  688 West Hastings
Street, Vancouver, British Columbia, Canada V6B 1P1. The telefax number is (604) 659-9188 Item 8.A.8. Dividends The Company has never paid and does not intend to pay any dividends in the future. Item 8. B. Significant Changes There have been no significant changes in the affairs of the Company since the year ended December
31, 2004, other than the following:-  1.
    
    the Company has initiated a 2005 exploration works program which is currently underway on the
Companys Extra High Property;2.
    
    On January 10, 2005, the Company held a Special General Meeting of its shareholders whereby
the shareholders approved the following:- the alteration of the Companys Notice of Articles,
the increase of the Companys authorized capital to an unlimited number of common and
preferred shares both without par value, the adoption of new articles in substitution for the
old articles of the Company, the consolidation of the issued and outstanding common shares of
the Company on the basis of 35 common shares before consolidation to 1 common share after
consolidation, and the name 32




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##### Table of Contents



change of the Company to Bronx Ventures Inc.;3.
    
    On January 17, 2005, the Companys name was changed to Bronx Ventures Inc. and its share
capital was consolidated on the basis of 35 old for 1 new common share and its authorized
share capital was increased to an unlimited number of common and preferred shares, both
without par value.4.
    
    Effective at the opening of business on January 24, 2005, the common shares of Bronx Ventures
Inc. commenced trading on the OTC Bulletin Board in the United States under the trading symbol
BRXVF. 
 ITEM 9. THE OFFER & LISTING Item 9.A. (4) Listing Details On April 4, 1985, the Companys common shares were listed and posted for trading on the Vancouver
Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on
May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the
Montreal Exchange, and, on October 3, 1994, the Companys shares were delisted from the Nasdaq
SmallCap Market. Effective October 4, 1994, the Companys shares have been listed for trading on
the OTC Bulletin Board. Effective on November 29, 1999 the Vancouver Stock Exchange became known
as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock
Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the
voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which,
the common shares of the Company were de-listed from trading on the CDNX effective at the close of
trading on July 31, 2001. The trading symbol of the Companys common shares when they were listed
on the CDNX was GGG. During the period commencing from January, 2001, up to July 31, 2001, a
total of 373,095 common shares of the Company traded on the CDNX at prices ranging from a high of
$0.40 to a low of $0.22. On July 30, 1986, the Companys share capital split on the basis of one-old-for-two-new common
shares. On May 25, 1992, the Companys share capital was consolidated on the basis of
ten-old-for-one-new common share. On April 25, 2000, the Companys share capital was consolidated
on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Companys name was
changed to Lucky 1 Enterprises Inc. and its share capital was consolidated on the basis of
five-old-for-one-new common share and its authorized share capital was subsequently increased to
200,000,000 common shares without par value. On January 17, 2005, the Companys name was changed
to Bronx Ventures Inc. and its share capital was consolidated on the basis of
thirty-five-old-for-one-new-common share, and its authorized share capital was subsequently
increased to an unlimited number of common and preferred shares without par value. Effective at the
opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were
de-listed, and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board
in the U.S.A. under the trading symbol BRXVF. The following table sets forth the market price (US$), range and trading volumes of the common
shares of the Company on the OTC Bulletin Board for the periods indicated. OTC BULLETIN BOARDTrading Range U.S.$ High
    
    
    
    U.S.$ Low
    
    
    
    VolumeFive
Most Recent Financial Years2000
    
    
    
    0.87
    
    
    
    
    0.15
    
    
    
    
    273,7002001
    
    
    
    0.32
    
    
    
    
    0.07
    
    
    
    
    412,4002002
    
    
    
    0.61
    
    
    
    
    0.02
    
    
    
    
    673,5002003
    
    
    
    2.00
    
    
    
    
    0.199
    
    
    
    
    1,257,8002004
    
    
    
    0.59
    
    
    
    
    0.05
    
    
    
    
    1,282,700Two Most Recent Financial YearsYear 2003Jan 1  Mar 31
    
    
    
    2.00
    
    
    
    
    0.35
    
    
    
    
    378,100
 33




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##### Table of Contents



U.S.$ High
    
    
    
    U.S.$ Low
    
    
    
    VolumeApr 1  Jun 30
    
    
    
    0.61
    
    
    
    
    0.32
    
    
    
    
    504,400Jul 1  Sep 30
    
    
    
    0.48
    
    
    
    
    0.20
    
    
    
    
    333,200Oct 1  Dec 31
    
    
    
    0.38
    
    
    
    
    0.20
    
    
    
    
    42,100Year 2004Jan 1  Mar 31
    
    
    
    0.35
    
    
    
    
    0.15
    
    
    
    
    243,400Apr 1  Jun 30
    
    
    
    0.59
    
    
    
    
    0.15
    

    
    
    
    375,200Jul 1  Sep 30
    
    
    
    0.12
    
    
    
    
    0.05
    
    
    
    
    273,100Oct 1  Dec 31
    
    
    
    0.25
    
    
    
    
    0.05
    
    
    
    
    391,000Year 2005Jan 1  Mar 31
    
    
    
    8.00
    
    
    
    
    0.20
    
    
    
    
    254,600Six Most Recent MonthsDecember 2004
    
    
    
    3.50
    
    
    
    
    1.75
    
    
    
    
    301,400January 2005
    
    
    
    2.10
    
    
    
    
    1.05
    
    
    
    
    222,100February 2005
    
    
    
    8.00
    
    
    
    
    0.20
    
    
    
    
    5,000March 2005
    
    
    
    7.25
    
    
    
    
    0.50
    
    
    
    
    27,500April 2005
    
    
    
    6.75
    
    
    
    
    3.00
    
    
    
    
    37,400May 2005
    
    
    
    3.50
    
    
    
    
    3.00
    
    
    
    
    600
 Item 9.C. Markets On April 4, 1985, the Companys common shares were listed and posted for trading on the Vancouver
Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on
May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the

Montreal Exchange, and, on October 3, 1994, the Companys shares were de-listed from the Nasdaq
SmallCap Market. Effective October 4, 1994, the Companys shares have been listed for trading on
the OTC Bulletin Board. The current trading symbol of the Companys common shares on the OTC
Bulletin Board is BRXVF. Effective on November 29, 1999 the Vancouver Stock Exchange became
known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta
Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the
voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which,
the common shares of the Company were de-listed from trading on the CDNX effective at the close of
trading on July 31, 2001. In order to have a Canadian Listing, the Company has applied to have its securities listed for
trading on the Canadian Trading and Quotation System Inc. (CNQ) which is Canadas newest Stock
Exchange. The Company must meet certain requirements in order to have its securities listed for
trading on the CNQ. There can be no assurances whatsoever that the Companys application shall be
accepted by the CNQ. 
 ITEM 10. ADDITIONAL INFORMATION Item 10. A. Share Capital Effective January 17, 2005, the Companys name was changed to Bronx Ventures Inc., its share
capital was consolidated on a 35:1 basis, and the Companys authorized capital was increased to an
unlimited number of common and preferred shares, both without par value. The authorized share capital of the Company consists of an unlimited number of common and preferred
shares without par value of which 340,711 common shares are issued and outstanding as of May 31,
2005, and no preferred shares have been issued. Holders of common shares of the Company are entitled to one vote per share at all meetings of
shareholders of the Company, to receive dividends as and when declared by the Directors, and to
receive a pro-rata share of the assets of the Company available for distribution to common
shareholders in the 34




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##### Table of Contents



event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive,
conversion or surrender rights attached to the common shares of the Company. All shares have been issued pursuant to resolutions of the Board of Directors of the Company. Outstanding Share Data
    
    
    No. of Shares

    
    
    Exercise Price

    
    
    Expiry DateIssued and Outstanding
as at May 31, 2005
    
    
    
    340,711
    
    
    
    
    N/A
    
    
    
    
    N/AStock Options
    
    
    
    0Warrants
    
    
    
    81,428
    
    
    
    Cdn $5.25-$7.00
    
    
    Dec 30/05 to July 20/06Fully Diluted as at
May 31, 2005
    
    
    
    422,139
    
    
    
    
    N/A
    
    
    
    
    N/A
 Item 10.A.4. Warrants All warrants have been issued pursuant to resolutions of the Board of Directors of the Company. At March 31, 2005, and up until May 31, 2005, the following warrants are outstanding. The warrants
entitle the holders to purchase the stated number of common shares at the exercise price. Each
warrant is entitled to one common share. The expiry dates are as follows:  Exercise
    
    
    Number ofExpiry Date
    
    Price
    
    
    Warrants*March 10, 2005 or
    
    $
    5.25March 10, 2006
    
    $
    7.00
    
    
    
    28,571July 20, 2005 or
    
    $
    5.25July 20, 2006
    
    $
    7.00
    
    
    
    28,571December 31, 2004 or
    
    $
    5.25December 30, 2005
    
    $
    7.00
    
    
    
    24,286Balance, end of Period
    
    
    
    
    
    
    81,428
 
 *
    
    One warrant is required to purchase 1 (one) common share. Item 10.A.5. Stock Options The Company has adopted its 2004 Stock Option Plan whereby the Company may reserve for granting to
directors, officers, employees and consultants up to 20% of the issued and outstanding common
shares of the Company calculated from time to time on a rolling basis. The Companys 2004 Stock
Option Plan has received the required approval of the Companys shareholders and of its Board of
Directors. From time to time, the Company grants stock options to its directors, employees and
consultants on terms and conditions acceptable to the regulatory authorities. The stock options
entitle the holders to acquire common shares of the Company from treasury. 35




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##### Table of Contents



The following summarizes the stock options that have been granted, exercised, cancelled and expired
during the three month period ended March 31, 2005.  Number of


    
    
    Exercise priceStock Options
    
    options **
    
    
    per option $Balance beginning of period
    
    
    27,970
    
    
    Cdn $ 78.75 to US  $ 5.25Options expired
    
    
    (222
    )
    
    Cdn  $
    78.75Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options cancelled
    
    
    
    
    
    
    Balance end of period
    
    
    27,748
    
    
    US  $
    5.25
 
 **
    
    One option is required to purchase 1 (one) common share. As at March 31, 2005, the following stock options are outstanding. The options entitle the
holders to purchase the stated number of common shares at the exercise price with the expiry
dates as follows:  Number of

    
    
    Exercise price perExpiry dates
    
    options **
    
    
    option $April 21, 2005
    
    
    27,748
    
    
    US  $5.25Total options outstanding
    
    
    27,748
    
    
    US  $5.25
 
 **
    
    One option is required to purchase 1 (one) common share. On April 21, 2005, all of the 27,748 outstanding stock options expired, and consequently, as
of May 31, 2005, there are no outstanding stock options. Item 10. A.6. History of Share Capital There are no special voting rights attached to any of the Companys issued and outstanding shares.
All shares which were issued from the Companys Treasury were issued for cash or in the case of
Finders Fees, for services rendered. 36




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##### Table of Contents



CAPITAL STOCK Authorized: Unlimited number of Common and Preferred shares without par value, of which
there are no preferred shares issued.  Number ofCommonShares
    
    
    AmountBalance, December 31, 2001
    
    
    19,916
    
    
    
    21,152,417Private Placement
    
    
    184,000
    
    
    
    322,000Shares issued for settlement of debt
    
    
    4,286
    
    
    
    27,000Balance, December 31, 2002
    
    
    208,202
    
    
    $
    21,501,417Private placement
    
    
    72,143
    
    
    
    735,000Subscriptions received
    
    
    0
    
    
    
    250,000Finders fee
    
    
    0
    
    
    
    (45,000
    )Shares issued for settlement of debt
    
    
    2,571
    
    
    
    17,997Balance, December 31, 2003
    
    
    282,916
    
    
    
    22,459,414Private placement
    
    
    57,143
    
    
    
    200,000Shares issued for settlement of debt
    
    
    652
    
    
    
    3,424Balance, December 31, 2004
    
    
    340,711
    
    
    $
    22,662,838
 All common shares and per share amounts have been restated to give retroactive effect to the
35:1 share consolidation. Item 10.B. Articles of Association The Companys shareholders considered and approved a special resolution to adopt
new Articles for the Company at the Companys Special Meeting held January 10, 2005, (Exhibit 3.2*  Attached). Item 10. C. Material Contracts The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com
Entertainment Inc. (Las Vegas) a related company, (Exhibit 1.4  Incorporated by reference) for
the joint development of certain on-line gaming software consisting of three card games; Pan, Big
2, and Chinese Poker, (the three card games Software). The Company entered into an Investment Agreement (Exhibit 9.2  Incorporated by reference) on
January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the
Inter-Café Project for $90,000. On March 26, 2004, Bronx entered into an Option Agreement (Exhibit 9.1  Incorporated by reference)
with an arms length party (the Optionor) to acquire, under certain terms and conditions, a 100%
undivided interest, subject to a 11/2% Net Smelter Returns Royalty, in the Extra High Property, which
is located in the Province of British Columbia. The New Management Services Agreement dated November 1, 2001, (Exhibit 1.6  Incorporated by
reference) entered into between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian
Bros. of B.C. Ltd., a private company related by common directors, pays Kalpakian Bros. of B.C.
Ltd. a 37




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##### Table of Contents



management fee of $20,000 plus G.S.T. per month. The New Management Services Agreement is
automatically renewable on a year by year basis and may be terminated by either party on three
months written notice. Item 10. D. Exchange Controls  (a)
    
    No governmental laws, decrees or regulations in the Province of British Columbia, Canada,
restrict export or import of capital, including, but not limited to, foreign exchange
controls, or affect the remittance of dividends, interest or other payments to non-resident
holders of the Registrants securities.  (b)
    
    There are no limitations on the right of non-resident or foreign owners to hold or vote such
securities imposed by foreign law or by the charter or other constituent document of the
Registrant. Item 10.E. Taxation General The following comments summarize the material Canadian and U.S. Federal Income Tax consequences for
a shareholder of the Registrant who is a non-resident of Canada and who is a resident of the United
States subject to taxation under the laws of the United States. The following is based upon the current provisions of the Income Tax Act (Canada) (the Tax Act)
and regulations thereunder, the U.S. Internal Revenue Code of 1986 (the Code) and regulations
thereunder, the Canada-United States Income Tax Convention, 1980 (the Convention), the current
administrative policies and practices published by Revenue Canada or by the U.S. Internal Revenue
Service and all specific proposals to amend the Tax Act and regulations thereunder that have been
publicly announced by the Minister of Finance (Canada) prior to the date hereof, and judicial
decisions, all of which are subject to change. The following does not take into account the tax
laws of the various provinces or territories of Canada or the tax laws of the various state and
local jurisdictions of the United States or foreign jurisdictions. The following is intended to be a general description of the Canadian and U.S. Federal income tax
considerations material to a purchase of the common shares and is not intended to be, nor should it
be construed to be, legal or tax advice to any prospective holders. The following does not address
consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax
law. Therefore, prospective holders are urged to consult their own tax advisors with respect to
the tax consequences of an investment in the common shares of BRONX VENTURES INC. CANADIAN FEDERAL INCOME TAX CONSIDERATIONS Dividends on Common Stock Under the Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on
dividends from a corporation resident in Canada. The Convention reduces this rate to 15% for a
shareholder resident in the United States. Withholding tax is further reduced to 5% if the United
States resident shareholder is a corporation that beneficially owns at least 10% of the voting
stock of the corporation paying the dividend. Exemptions from Withholding Tax The Convention provides exemption from Canadian income tax on dividends paid to religious,
scientific, 38




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literary, educational or charitable organizations or to an organization constituted and operated
exclusively to administer or provide benefits under one or more pension, retirement or employee
benefit funds or plans. To qualify for exemption such organizations must be resident in the United
States and be exempt from income tax under the laws of the United States. Dispositions of Common Stock The following comments apply only to a shareholder whose Common stock constitutes capital property
to him for purposes of the Income Tax Act. Common stock will generally constitute capital property unless the holder is a trader or dealer in
securities or is engaged in a venture in the nature of trade in respect of Common Stock. Common stock of a resident public corporation will constitute taxable Canadian property of a
shareholder at a particular time if at any time in the preceding five (5) years, 25% or more of the
issued shares of any class of the capital stock of the Registrant belonged to the non-resident
shareholder, persons with whom the non-resident did not deal at arms length, or to the
non-resident shareholder and persons with whom the non-resident shareholder did not deal at arms
length. Under the Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains
from dispositions of taxable Canadian property and may deduct allowable capital losses from
dispositions of taxable Canadian property. If the shares are considered taxable Canadian property,
the vendor may be required to withhold tax pursuant to section 116 of the Tax Act. Upon disposal of capital property the amount, if any, by which a taxpayers proceeds of disposition
exceed or are exceeded by the adjusted cost base of the capital property (including expenses of
disposition) represent the capital gain (or loss) on disposition of the capital property. One half
of the gain (the taxable capital gain) is brought into income and taxed at normal rates. One
half of the loss (the allowable capital loss) can be deducted from taxable capital gains realized
in the same year. Pursuant to the Federal Budget which was announced on February 28, 2000, the
taxable capital gain and allowable capital loss inclusion rate was reduced from three-fourths to
two-thirds for dispositions after February 27, 2000. On October 18, 2000, the Federal Budget
further reduced the inclusion rate from two-thirds to one-half for dispositions after October 17,
2000. For dispositions of taxable Canadian property any excess of allowable capital losses over
taxable capital gains becomes a net capital loss which can be carried to other years to reduce
taxable capital gains from the disposition of such property. The Convention gives protection to United States residents from Canadian tax on certain gains
derived from the alienation of property. There is no protection for a gain on a disposition of
shares the value of which is derived principally from real property in Canada. Protection under
the Convention will be available as long as the Registrant remains a Canadian public corporation or
its shares continue to be listed on a prescribed stock exchange. Revenue Canada has indicated that it considers the protection of the Convention with respect to
capital gains extend to a deemed disposition under the Tax Act, including the deemed
disposition arising upon the death of a taxpayer. U.S. FEDERAL INCOME TAX CONSIDERATIONS BRONX VENTURES INC. (Bronx) is classified as a Passive Foreign Investment company (PFIC) for U.S.
federal income tax purposes since the following conditions have applied for at least one taxable
year since 1986: 1) 75% or more of its gross income has been passive; 39




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2) The average percentage of its assets producing passive income is at least 50%. The following is intended to be a general description of the U.S. Federal income tax considerations
material to a purchase of the common shares and is not intended to be, nor should it be construed
to be, legal or tax advice to any prospective holders. Prospective holders are urged to consult
their own tax advisors with respect to the tax consequences of an investment in the common shares
of Bronx. Since Bronx has satisfied the PFIC criteria for at least one taxable year since 1986, while a
shareholder holds shares in Bronx, it remains a PFIC as to that shareholder even if it no longer
meets the income or asset test. Classification as a PFIC will create U.S. tax consequences to a
U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other
investments. Generally, a U.S. shareholder will realize ordinary income on the receipt of cash dividends or
property distributions from an investment in the shares of a foreign corporation to the extent such
dividends are paid out of the foreign companys current accumulated earnings and profits. To the
extent of any withholding taxes, both individual and corporate investors must include such taxes in
income and, in turn, claim a foreign tax credit. Certain corporate investors are also entitled to
gross up the underlying foreign corporate income taxes and claim a foreign tax credit. Thus, under the general rule, no U.S. federal income tax consequences occur until an actual
dividend is paid. Although this general rule can apply in a PFIC investment, there are significant
deviations from this general rule and many elections available to a U.S. shareholder that can alter
the U.S. federal income tax consequences. Such consequences will be unique to each U.S.
shareholder. In the absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess
distribution method. Under this method, where a current year dividend exceeds 125% of the average
of dividends during the preceding three taxable years, the excess must be allocated rateably to
each day in the taxpayers holding period. The amount of the excess allocated to the current year and to years when the corporation was not a
PFIC is included in the shareholders gross income for the year of the distribution. The remainder
of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax
amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC
year and computing and paying the resultant interest on the recomputed tax for each PFIC year. As
indicated above, foreign tax credit relief is available for withholding taxes for both individual
and corporate investors. Relief for underlying corporate tax is only available for certain
corporate investors. Under the excess distribution method, gain on the disposition of PFIC shares results in the same
allocation process; gross income inclusion; tax re-computation; and interest charges as an excess
distribution. In lieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a
Qualified Electing Fund (QEF) and be taxed under the QEF method. If that election is made, the
U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF. The
current income inclusion eliminates the interest charge under the excess distribution method.
Thus, unlike the excess distribution method that requires the receipt of cash from an actual
dividend or sale, the QEF method invokes taxation without the receipt of cash. Shareholders, who make a QEF election may, or may not, remain subject to tax under the excess
distribution method. If the U.S. shareholder makes the QEF election for the foreign corporations
first tax year as a PFIC that is included in the shareholders holding period, the excess
distribution will not apply to the shareholder. Thus, this type of shareholder will include its
pro-rata share of PFIC earnings as a dividend, claim the appropriate foreign tax credit, and not
face any interest charge. 40




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If the shareholder makes the QEF election at a later time, in the absence of any other PFIC
election, current taxation under the QEF method will apply prospectively. However, the excess
distribution method continues to apply prior to the effective date of the QEF election. If the shareholder makes the QEF election at a later time, the shareholder has an additional option
to make a purging election. If a purging election is made, the PFIC stock would be treated as if
it were sold and the gain treated as an excess distribution requiring: a gross income inclusion;
allocation to PFIC years in the shareholders holding period, a tax re-computation for PFIC years
in the shareholders holding period; and an interest charge payment. As a result of the purging
election, thereafter the excess distribution method would not apply to that shareholder. Under the QEF method, the U.S. shareholder has another option. In lieu of paying the tax on its
pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last day of the QEFs tax
year may elect to extend the time for payment of any of its undistributed PFIC earnings tax
liability for the tax year. If the election is made, the election is treated as an extension of
time to pay tax and, thus, the U.S. shareholder is liable for interest. In lieu of any of the above-described methods, since Bronx is regularly traded on a national
securities exchange, U.S. shareholders may wish to make an election to mark to market. A U.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock. If the
election is made, the shareholder includes in income each year an amount equal to the excess, if
any, of the fair market value of the PFIC stock as of the close of the tax year over the
shareholders adjusted basis in the stock. Decreases in market value are allowed as deductions,
within certain prescribed limits. Generally, under the mark to market election, the general PFIC rules under the excess distribution
method and QEF method do not apply. However, if the mark to market election is made after a U.S.
shareholder has maintained its investment, there are provisions that ensure that the interest
charge on amounts attributable to periods before the election is not avoided. PERSONS CONSIDERING THE PURCHASE OF THE COMPANYS COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS
WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION. Item 10. F. Dividends and Paying Agents. Not Applicable. Item 10. G. Statement by Experts Not Applicable. Item 10. H. Documents on Display. We have filed this 2004 Annual Report on Form 20-F with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. Statements made in this annual report as to the
contents of any contract, agreement or other document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an exhibit to this annual
report, reference is made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such reference. We are subject to the informational requirements of the Securities Exchange Act and file reports
and 41




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other information with the Securities and Exchange Commission. Reports and other information which
we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may
be inspected at the public reference facilities of the Securities and Exchange Commission at: 450
Fifth Street N.W., Room 1024, Washington, D.C. 20549. Additionally, copies of this material may
also be obtained from the Securities and Exchange Commissions Investor Site at http://www.sec.gov.
The Commissions telephone number is 1-800-SEC-0330. Item 10. I Subsidiary Information Not Applicable. 
 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Financial Instruments  (a)
    
    Fair valueThe fair values of cash and term deposits, amounts receivable from related parties, accounts
payable and accruals, and amounts payable to related parties approximate their carrying
amounts because of their short term to maturity. The fair value of marketable securities
approximate quoted market values.(b)
    
    Interest rate riskThe Company is not exposed to significant interest rate risk due to the short-term maturity
of its monetary assets and liabilities.(c)
    
    Credit riskThe Company is not exposed to significant credit risk with respect to its cash and cash held
on behalf of related party because the funds are held in a recognized financial institution.(d)
    
    Market riskThe Company is exposed to significant market risk with respect to marketable securities from
adverse fluctuations in their market value and in the event the marketable securities are
de-listed from public trading. 
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not Applicable. 
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES The Company is not in default in the payment of principal, interest, sinking fund instalment or any
other default with respect to any indebtedness of the Company. 
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS There have been no changes in the constituent instruments defining the rights of holders of common
stock and no issuance of any other securities that has modified the rights of holders of common
stock. 42




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Use of Proceeds from Offering Not Applicable. 
 ITEM 15. CONTROLS AND PROCEDURES  a)
    
    EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive Officer and Chief
Financial Officer has evaluated the effectiveness of our disclosure controls and procedures
[(as defined in Rules 13a-14(c) and 15d -14(c) under the Securities Exchange Act of 1934
(Exchange Act)] as of a date within 90 days of the filing date of this Annual Report on Form
20-F. Based on such evaluation, he has concluded that as of such date, our disclosure
controls and procedures are effective and designed to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in applicable SEC rules
and forms.  b)
    
    CHANGES IN INTERNAL CONTROLS. There were no changes in our internal controls or in other
factors that could affect these controls subsequent to the date of evaluation by our Chief
Executive Officer and Chief Financial Officer.[Exhibit *12.A. 1] 
 ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES. 16.A. Audit Committee Financial Expert The financial experience of Bedo H. Kalpakian, including his experience serving as Chief Financial
Officer of another public company and a private company, and his experience in actively supervising
principal financial officers, principal accounting officers, accountants, controllers and auditors
determines that he is an audit committee financial expert within the meaning of the U.S.
Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this report for further details on the Audit
Committee.) 16.B. Code of Ethics On May 31, 2004, the Companys Board of Directors adopted a Code of Ethics (the Code) for the
Companys Chief Executive Officer and Chief Financial Officer and its principal accounting officer
or controller, or persons performing similar function (the Senior Financial Officers) to deter
wrongdoing and promote honest and ethical conduct in the practice of financial management, full,
fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and
regulations. These Senior Financial Officers are expected to abide by this Code as well as by all
of the Companys other applicable business policies, standards and guidelines. (Exhibit 9.6
-Incorporated by reference) The Code of Ethics can be accessed electronically at http://www.Bronxventures.com. Item 16.C. Auditors Fees & Services  (a)
    
    Audit Fees: The aggregate fees billed for each of the last three fiscal years by the
Companys Auditors were (2004: $19,143) (2003:$12,388) and (2002:$11,000).  (b)
    
    Audit  Related Fees: There were no further fees other than those disclosed in item
(a) above.  (c)
    
    Tax Fees: Tax fees were (2004: $900) (2003: $600) and (2002: $800) which are included
in the amounts disclosed in item (a) above.  (d)
    
    All other Fees: There were no other fees. 43




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For further details with respect to the Audit Committees Charter included in the Companys
Information Circular dated May 9th, 2005. (Exhibit 9.1  Incorporated by reference) The Audit Committees pre-approval policies and procedures: The Audit Committee has adopted
procedures to pre-approve audit services and all non-audit services to be rendered by the Companys
external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve
audit services up to a maximum cost of $15,000 and individual assignments up to a maximum cost of
$10,000. All other assignments must be pre-approved by the Audit Committee. 
 ITEM 17. FINANCIAL STATEMENTS The Companys Audited Financial Statements for the year ended December 31, 2004 and 2003, together
with the report of the auditors, Smythe Ratcliffe, Chartered Accountants, are filed as part of this
annual report. The Companys financial statements are stated in Canadian dollars (Cdn $) A) Index to Financial Statements i) Financial Statements -Report of Independent Registered Public Accounting Firm
for the years 2004 and 2003
    
    Page 49-Comments by Independent Accountants
for United States Readers on Canada
- United States Reporting Conflict
    
    Page 49-Balance Sheets as at December 31, 2004 and December 31, 2003
    
    Page 50-Statements of Operations and Deficit for
the years ended December 31, 2004, 2003 and 2002
    
    Page 51-Statements of Cash Flows for the years ended December 31, 2004,
2003 and 2002
    
    Page 52-Notes to the Financial Statements
    
    Page 53-69
 All schedules are omitted because they are either not applicable or the required information is
shown in the financial statements or notes thereto. 
 ITEM 18.FINANCIAL STATEMENTS The Companys financial statements which are required to be filed hereunder are listed in Item 17
and are specifically incorporated herein by this reference. The Companys financial statements are
stated in Canadian dollars (Cdn $) and are prepared in accordance with Canadian generally accepted
accounting principles. 
 ITEM 19. EXHIBITS 
 44




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1.2.
    
    Full & Final Settlement (Incorporated by reference) Agreement dated September 24, 2002,
pursuant to a Subscription Agreement Dated March 15, 2001.
(Incorporated by reference - previously filed on Form 20-F/A, June 2003)1.3.
    
    2003 Stock Option Plan.(Incorporated by reference
previously filed on Form 20-F/A, June 2003)1.4.
    
    Licensing Agreement with Las Vegas From Home.com
Entertainment Inc. dated November 4, 2002. (Incorporated by reference -
previously filed on Form 20-F/A, June 2003)1.5.
    
    2002 Stock Option Plan, (Incorporated by reference -
previously filed on form S8 September 30, 2002.)1.6
    
    New Management Services Agreement, (Incorporated by reference -
previously filed on Form 20-F, 2001 as amended on August 14, 2003)1.7
    
    Change of Auditor Reporting Package (Pursuant to Cdn National Policy #31)
(Incorporated by reference - previously filed March 2003 on Form S8)1.8
    
    Notice of Annual General Meeting, 2004 and Management Proxy Materials
(Incorporated by reference - previously filed on Form 6-K March, 2004)1.8.A
    
    Notice of Special General Meeting, 2005 and Management Proxy Materials
(Incorporated by reference - previously filed on Form 6-K December 3, 2004)1.9
    
    Notice of Annual General Meeting, 2005 and Management Proxy Materials
(Incorporated by reference - previously filed on Form 6-K May 30, 2005)3.1
    
    Certificate of Incorporation and Memorandum and Articles (Incorporated
by Reference  Previously filed on Registration Statement on Form 20-F, May 1988)3.2*
    
    New Articles (Attached) Static Copy of British Columbia
Business Corporations Act (BCBCA)9.1
    
    Property Option Agreement  Previously filed on Form 20-F 2003.9.2
    
    Investment Agreement in the Intercafé Project - Previously filed on Form 20-F 2003.9.3
    
    2004 Stock Option Plan - Previously filed on Form 20-F 2003.9.4
    
    Debt Settlement Agreement dated August 15, 2003  Previously filed on Form 20-F 2003.9.5
    
    Debt Settlement Agreement dated April 8, 2004  Previously filed on Form 20-F 2003.9.6
    
    Code of Ethics - Previously filed on Form 20-F 2003.11.1*
    
    Statement explaining in reasonable detail how earnings/loss per share is calculated31.1*
    
    Sarbanes Oxley Act Section 302, Certified by Bedo H. Kalpakian, President32.1*
    
    Sarbanes Oxley Act Section 906, Certified by Bedo H. Kalpakian, C.E.O & C.F.O.
 99.1* Financial Exhibits:  (unaudited)  (a)
    
    Schedules I - Marketable Securities - Other Investments(b)
    
    Schedules II - Amounts Receivable from Related Parties and Underwriters, 45




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Promoters and Employees other than Related Parties  (c)
    
    Schedules III & IV - Property, Plant and Equipment and Accumulated
Depreciation, Depletion and Amortization of Property,
Plant and Equipment   * Filed Herewith (Attached)
 46




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SIGNATURE Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant
certifies that it meets all of the requirements for filing on Form 20-F(2004) and has duly caused
this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. BRONX VENTURES INC.Bedo
H. KalpakianBedo H. KalpakianPresident Dated this 31st day of May, 2005. 47




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(SMYTHERATCLIFFE LOGO) BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) Financial Statements
December 31, 2004 and 2003 INDEX
    
    PageReport of Independent Registered Public Accounting Firm
    
    49Financial StatementsBalance Sheets
    
    50Statements of Operations and Deficit
    
    51Statements of Cash Flows
    
    52Notes to Financial Statements
    
    53-69
 (PKF LOGO) 48




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SmytheRatcliffe.com 7th Floor, Marine Building
355 Burrard Street
Vancouver, B.C. V6C 2G8 (SMYTHERATCLIFFE LOGO) facsimile: 604.688.4675
telephone: 604.687.1231 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE SHAREHOLDERS OF BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) We have audited the balance sheets of Bronx Ventures Inc. (formerly Lucky 1 Enterprises Inc.)
as at December 31, 2004 and 2003 and the related statements of operations and deficit and cash
flows for the three years ended December 31, 2004, 2003 and 2002. These financial statements are
the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the
standards of the Public Company Accounting Oversight Board (PCAOB) in the United States of
America. Those standards require that we plan and perform the 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, the financial statements referred to above present fairly, in all material
respects, the financial position of the Company as at December 31, 2004 and 2003 and the results of
its operations and cash flows for each of the three years ended December 31, 2004, 2003 and 2002 in
conformity with Canadian generally accepted accounting principles. Accounting principles generally
accepted in Canada differ in certain significant respects from accounting principles generally
accepted in the United States of America and are discussed in note 13 to the financial statements. In the United States of America, reporting standards for auditors require the addition of an
explanatory paragraph when the financial statements are affected by the Companys ability to
continue as a going-concern. Our report to the shareholders dated February 11, 2005 is also
expressed in accordance with Canadian reporting standards that do not permit a reference to such an
uncertainty in the auditors report when the uncertainty is adequately disclosed in the financial
statements. Smythe Ratcliffe Chartered Accountants Vancouver, Canada
February 11, 2005 COMMENTS BY AUDITORS FOR US READERS The accompanying financial statements have been prepared assuming the Company will continue as
a going-concern. As discussed in note 2 to the financial statements, the Company has incurred
significant operating losses to date and has periodically had a working capital deficiency. These
matters raise substantial doubt about the Companys ability to continue as a going-concern. The
financial statements do not include any adjustment that might result from the outcome of this
uncertainty. As discussed in notes 3(i) and 13(b)(iv) to the financial statements, the Company adopted FASB
Interpretation 123R, Share Based Payment and, accordingly began expensing stock options granted to
officers, directors and employees using the fair value method. This change was accounted on a
prospective basis for US GAAP. Smythe Ratcliffe Chartered Accountants Vancouver, Canada
February 11, 2005 (PKF LOGO) 49




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) 
 Balance Sheets
 December 31
(Canadian Dollars)
   2004
    
    
    2003AssetsCurrentCash and term deposits
    
    $
    18,530
    
    
    $
    73,673Marketable securities (note 5)
    
    
    222,611
    
    
    
    528,200Receivable from related parties (note 10)
    
    
    257,729
    
    
    
    0Cash held on behalf of related party (note 10)
    
    
    583,670
    
    
    
    138,3611,082,540
    
    
    
    740,234Deposit on Investment in Inter-Café Project(note 6)
    
    
    0
    
    
    
    25,000Mineral Property(note 8)
    
    
    31,932
    
    
    
    0Furniture and Equipment(note 7)
    
    
    9,898
    
    
    
    13,078$
    1,124,370
    
    
    $
    778,312LiabilitiesCurrentAccounts payable and accruals
    
    $
    24,390
    
    
    $
    39,673Payable to related parties (note 10)
    
    
    9,202
    
    
    
    73,401Cash held on behalf of related party
    
    
    583,670
    
    
    
    138,361617,262
    
    
    
    251,435Shareholders EquityCapital Stock(note 9)
    
    
    22,662,838
    
    
    
    22,459,414Contributed Surplus
    
    
    213,850
    
    
    
    67,582Deficit
    
    
    (22,369,580
    )
    
    
    (22,000,119
    )507,108
    
    
    
    526,877$
    1,124,370
    
    
    $
    778,312
 Commitments (note 14)
On behalf of the Board: Bedo H. Kalpakian
    
    DirectorBedo H. KalpakianJ.W. Murton
    
    DirectorJ.W. Murton
 50




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) 
 Statements of Operations and Deficit
Years Ended December 31
(Canadian Dollars)
    2004
    
    
    2003
    
    
    2002(note 3(i))Revenues
    
    $
    292,372
    
    
    $
    100,951
    
    
    $
    0ExpensesManagement fees
    
    
    240,000
    
    
    
    180,000
    
    
    
    140,000Salaries and benefits
    
    
    153,354
    
    
    
    88,961
    
    
    
    7,323Legal, accounting and audit
    
    
    83,632
    
    
    
    46,280
    
    
    
    20,595Commission fees
    
    
    50,984
    
    
    
    0
    
    
    
    0Office and miscellaneous
    
    
    17,861
    
    
    
    19,443
    
    
    
    17,158Regulatory and transfer fees
    
    
    8,213
    
    
    
    8,735
    
    
    
    15,011Finance, interest and foreign exchange
    
    
    6,305
    
    
    
    3,202
    
    
    
    8,908Rent
    
    
    6,032
    
    
    
    7,090
    
    
    
    5,153Shareholder communication
    
    
    5,054
    
    
    
    1,678
    
    
    
    17,476Telephone
    
    
    2,885
    
    
    
    2,404
    
    
    
    3,635Consulting and geological fees
    
    
    2,212
    
    
    
    0
    
    
    
    0Travel, meals and entertainment
    
    
    190
    
    
    
    2,357
    
    
    
    7,807Software development
    
    
    0
    
    
    
    0
    
    
    
    200,000Amortization
    
    
    3,180
    
    
    
    6,686
    
    
    
    6,687579,902
    
    
    
    366,836
    
    
    
    449,753Loss Before Other Items
    
    
    (287,530
    )
    
    
    (265,885
    )
    
    
    (449,753
    )Other ItemsInterest income
    
    
    1,002
    
    
    
    1,425
    
    
    
    356Write-down of investment in Inter-Café
Project
    
    
    (90,000
    )
    
    
    0
    
    
    
    0Write-down of mineral property
    
    
    0
    
    
    
    (4
    )
    
    
    0Gain on sale of securities, net
    
    
    7,067
    
    
    
    104,295
    
    
    
    0Abandonment of subsidiary
    
    
    0
    
    
    
    55,872
    
    
    
    0(81,931
    )
    
    
    161,588
    
    
    
    356Net Loss for Year
    
    
    (369,461
    )
    
    
    (104,297
    )
    
    
    (449,397
    )Deficit,as previously reported
    
    
    (21,935,997
    )
    
    
    (21,895,822
    )
    
    
    (21,446,425
    )Adjustment for Change in Accounting
Policy(note 3(i))
    
    
    (64,122
    )
    
    
    0
    
    
    
    0Deficit, Beginning of Year
    
    
    (22,000,119
    )
    
    
    (21,895,822
    )
    
    
    (21,446,425
    )Deficit, End of Year
    
    $
    (22,369,580
    )
    
    $
    (22,000,119
    )
    
    $
    (21,895,822
    )Weighted Average Number of Common
Shares Outstanding
    
    
    322,269
    
    
    
    241,321
    
    
    
    105,750Basic Net Loss per Common Share
    
    $
    (1.15
    )
    
    $
    (0.43
    )
    
    $
    (4.25
    )
 51




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) 
 Statements of Cash Flows
Years Ended December 31
(Canadian Dollars)
 2004
    
    
    2003
    
    
    2002Operating ActivitiesNet loss
    
    $
    (369,461
    )
    
    $
    (104,297
    )
    
    $
    (449,397
    )Items not involving cashAmortization
    
    
    3,180
    
    
    
    6,686
    
    
    
    6,687Stock-based compensation
    
    
    146,268
    
    
    
    67,582
    
    
    
    0Write-down of mineral properties
    
    
    0
    
    
    
    4
    
    
    
    0Write-down of marketable securities
    
    
    582,658
    
    
    
    0
    
    
    
    0Write-down of investment in Inter-Café
Project
    
    
    90,000
    
    
    
    0
    
    
    
    0Gain on sale of securities
    
    
    (589,725
    )
    
    
    (104,295
    )
    
    
    0Abandonment of subsidiary
    
    
    0
    
    
    
    (55,872
    )
    
    
    0(137,080
    )
    
    
    (190,192
    )
    
    
    (442,710
    )Change in Non-Cash Working Capital(note 11)
    
    
    (333,817
    )
    
    
    16,406
    
    
    
    (125,713
    )Cash Used in Operating Activities
    
    
    (470,897
    )
    
    
    (173,786
    )
    
    
    (568,423
    )Financing ActivitiesIssue of shares, net of issue costs
    
    
    200,000
    
    
    
    735,000
    
    
    
    322,000Finders fee
    
    
    0
    
    
    
    (45,000
    )
    
    
    0Subscription shares
    
    
    0
    
    
    
    0
    
    
    
    250,000Cash Provided by Financing Activities
    
    
    200,000
    
    
    
    690,000
    
    
    
    572,000Investing ActivitiesProceeds on sale of marketable securities
    
    
    1,591,501
    
    
    
    354,295
    
    
    
    0Purchase of interest in long-term
investment
    
    
    (96,932
    )
    
    
    (25,000
    )
    
    
    0Purchase of marketable securities
    
    
    (1,278,815
    )
    
    
    (778,200
    )
    
    
    0Cash Provided by (Used in) Investing Activities
    
    
    215,754
    
    
    
    (448,905
    )
    
    
    0Inflow (Outflow) of Cash
    
    
    (55,143
    )
    
    
    67,309
    
    
    
    3,577Cash and Term Deposits, Beginning of Year
    
    
    73,673
    
    
    
    6,364
    
    
    
    2,787Cash and Term Deposits, End of Year
    
    $
    18,530
    
    
    $
    73,673
    
    
    $
    6,364
 52




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.) 
 Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  1.
    
    NATURE OF OPERATIONSThe Company was incorporated on August 24, 1984 in the Province of British Columbia. The
principal business of the Company is the exploration and development of natural resource
properties with interests in the Extra High Property located in British Columbia and
Lithium mineral properties located in Ontario.The Company also has an investment in software for online gaming and an investment in the
securities of a publicly listed related company. The Companys revenues are derived from
its investment in online gaming software.The Companys common shares trade on the OTC Bulletin Board in the USA under the trading
symbol BRXVF.2.
    
    GOING-CONCERNThese financial statements have been prepared on the basis of accounting principles
applicable to a going-concern, which assumes that the Company will continue in operation
for the foreseeable future and will be able to realize its assets and discharge its
liabilities in the normal course of operations.The Company has incurred significant operating losses to date and has periodically had a
working capital deficiency. Managements efforts are directed at pursuing opportunities of
merit for the Company. It is the Companys intention to pursue equity and debt financings
in order to conduct its operations without interruption.These financial statements do not reflect adjustments that would be necessary if the
going-concern assumptions were not appropriate because management believes that the
actions already taken or planned will mitigate the adverse conditions.If the going-concern assumptions were not appropriate for these financial statements,
then adjustments would be necessary in the carrying values of assets and liabilities, the
reported revenues and expenses, and the balance sheet classifications used.3.
    
    SIGNIFICANT ACCOUNTING POLICIES  (a)
    
    Basis of presentationComparative operations figures for the years ended December 31, 2004 and 2003
include the operations of Bronx Ventures Inc. and its wholly-owned subsidiary Blue
Rock Mining Inc. (Blue Rock), which was dissolved during 2003. All amounts are
stated in Canadian dollars.All share and per share amounts included in the accompanying financial statements
have been restated to give retroactive effect to the 35:1 reverse stock split
described in note 15. 53




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  3.
    
    SIGNIFICANT ACCOUNTING POLICIES(Continued)  (b)
    
    Use of estimatesThe preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates and would impact future results of
operations and cash flows.(c)
    
    Mineral propertiesThe Company is engaged in the acquisition, exploration and development of mineral
properties. The mineral properties are recorded at cost. The costs relating to a
property abandoned are written off when the decision to abandon is made.(d)
    
    Software developmentThe Company expenses all research and development costs when incurred until the
product reaches technological viability at which point all material research and
development costs are capitalized. During the year, there were no material research
and development costs incurred and capitalized.(e)
    
    Loss per shareLoss per share is calculated using the weighted average number of shares
outstanding. The dilutive effect of options and warrants is not reflected in net
loss per share as the effect would be anti-dilutive.(f)
    
    Foreign currency translationAmounts recorded in foreign currency are translated into Canadian dollars as
follows:  (i)
    
    Monetary assets and liabilities at the rate of exchange in
effect as at the balance sheet date;(ii)
    
    Non-monetary assets and liabilities at the exchange rates
prevailing at the time of the acquisition of the assets or assumption of the
liabilities; and(iii)
    
    Revenues and expenses (excluding amortization, which is
translated at the same rate as the related asset) at the average rate of
exchange for the year.  Gains and losses arising from this translation of foreign currency are included in
the determination of net loss for the year.(g)
    
    Marketable securitiesMarketable securities are valued at the lower of cost and market at the balance
sheet date. 54




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
   3.
    
    SIGNIFICANT ACCOUNTING POLICIES(Continued)  (h)
    
    AmortizationProperty and equipment are recorded at cost. The Company amortizes its assets on a
declining-balance basis as follows: Furniture and equipment
    
    - 20%Computer equipment
    
    - 30%
  (i)
    
    Stock-based compensation plansEffective January 2004, the Company adopted the new requirements of the Canadian
Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires an
expense to be recognized in the financial statements for all forms of employee
stock-based compensation, including stock options. Previously, the Company did not
record any compensation cost on the granting of stock options to employees and
directors, as the exercise price was equal to or greater than the market price at
the date of the grants. Options granted are accounted for using the fair value
method where compensation expense is calculated using the Black-Scholes options
pricing model.As a result of this change in accounting, the opening deficit was restated on a
retroactive basis to show the effect of compensation expense associated with stock
options granted to employees and directors from January 1, 2003 to December 31,
2003, which amounted to $64,122 and an increase of $64,122 to contributed surplus.(j)
    
    Flow-through common sharesThe Company finances its exploration programs through the issuance of flow-through
common shares. Income tax deductions relating to these expenditures are claimable
only by the investors. Proceeds from common shares issued pursuant to flow-through
financings are credited to capital stock.(k)
    
    Revenue recognitionThe Company earns revenues from customers of Las Vegas from Home.com Entertainment
Inc. (Las Vegas), a related company, in accordance with an agreement which
entitles the Company to 40% of revenues that are generated by Las Vegas from certain
online games. The Company recognizes these revenues as they are reported and
received by Las Vegas.(l)
    
    Income taxesThe Company follows the liability method based on the accounting recommendations for
income taxes issued by the CICA. Under the liability method, future income tax
assets and liabilities are computed based on differences between the carrying
amounts of assets and liabilities on the balance sheet and their corresponding tax
values, using the enacted income tax rates at each balance sheet date. Future
income tax assets can also result by applying unused loss carry-forwards and other
deductions. The valuation of any future income tax assets is reviewed annually and
adjusted, if necessary, by use of a valuation allowance to reflect the estimated
realizable amount. 55




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  4.
    
    FINANCIAL INSTRUMENTS  (a)
    
    Fair valueThe fair values of cash and term deposits, amounts receivable from related parties,
accounts payable and accruals, and amounts payable to related parties approximate
their carrying amounts because of their short term to maturity. The fair value of
marketable securities approximate quoted market values, as disclosed in note 5.(b)
    
    Interest rate riskThe Company is not exposed to significant interest rate risk due to the short-term
maturity of its monetary assets and liabilities.(c)
    
    Credit riskThe Company is not exposed to significant credit risk with respect to its cash and
cash held on behalf of related party because the funds are held in a recognized
financial institution.(d)
    
    Market riskThe Company is exposed to significant market risk with respect to marketable
securities from adverse fluctuations in their market value and in the event the
marketable securities are delisted from public trading.  5.
    
    MARKETABLE SECURITIES 2004
    
    
    2003Marketable
securities (market - $382,893; 2003 - $850,500)
    
    $
    222,611
    
    
    $
    528,200
  The Company owns 1,642,500 shares (2.35%) of the total outstanding Las Vegas shares as of
December 31, 2004 (2003  4,000,000 shares, or 7.69%). The market value is determined based
on the stock price of Las Vegas at December 31, 2004.6.
    
    INVESTMENT IN INTER-CAFÉ PROJECTDuring 2003, the Company deposited $25,000 on an investment in the Inter-Café Project, a
business concept developed by Interfranchise Inc. to introduce online gaming to an Internet
Café environment. The agreement with Interfranchise Inc. requires an additional investment
of $65,000 to acquire a 10% interest in the Inter-Café Project. During 2004, the Company
invested the additional $65,000 and completed its acquisition of a 10% interest in the
Inter-Café Project for a total investment amounting to $90,000. During 2004, the Company
wrote-off this investment since recovery on the investment became doubtful. 56




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  7.
    
    FURNITURE AND EQUIPMENT 2004AccumulatedCost
    
    
    Amortization
    
    
    NetFurniture and equipment
    
    $
    126,494
    
    
    $
    120,502
    
    
    $
    5,992Computer equipment
    
    
    35,112
    
    
    
    31,206
    
    
    
    3,906$
    161,606
    
    
    $
    151,708
    
    
    $
    9,898
 2003AccumulatedCost
    
    
    Amortization
    
    
    NetFurniture and equipment
    
    $
    126,494
    
    
    $
    119,002
    
    
    $
    7,492Computer equipment
    
    
    35,112
    
    
    
    29,526
    
    
    
    5,586$
    161,606
    
    
    $
    148,528
    
    
    $
    13,078
  8.
    
    MINERAL PROPERTYOn March 26, 2004, the Company entered into an Option Agreement with an arms length party
(the Optionor) in respect to certain mineral claims, which are situated in the Kamloops
Mining Division in the Province of British Columbia (the Extra High Property). Pursuant
to the terms of the Option Agreement, the Company has the right to acquire a 100% interest
in the Extra High Property, subject to a 11/2% net smelter returns royalty, by making staged
cash payments totalling $150,000 (of which $15,000 was paid upon the execution of the Option
Agreement) and incurring exploration expenditures on the Extra High Property totalling
$500,000 over a period of three years. Upon the Company earning a 100% interest in the
Extra High Property, the Company may at any time purchase 50% of the net smelter returns
royalty by paying to the Optionor the sum of $500,000 leaving the Optionor with a 0.75% net
smelter returns royalty.The Company has a 100% interest in lithium properties located in the Nipigon area, Thunder
Bay Mining Division of North Western Ontario. During 2000, the Company wrote-off these
mineral properties.The $31,932 investment in mineral property consists of the $15,000 cost of the option
agreement plus $16,932 of exploration expenditures incurred since acquisition. 57




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  9.
    
    CAPITAL STOCK  (a)
    
    AuthorizedUnlimited number of common and preferred shares without par
value of which there are no preferred shares issued(b)
    
    Issued Number ofCommonShares
    
    
    AmountBalance, December 31, 2002
    
    
    208,202
    
    
    $
    21,501,417Private placement
    
    
    72,143
    
    
    
    735,000Subscriptions received
    
    
    0
    
    
    
    250,000Finders fee
    
    
    0
    
    
    
    (45,000
    )Shares issued for settlement of debt
    
    
    2,571
    
    
    
    17,997Balance, December 31, 2003
    
    
    282,916
    
    
    
    22,459,414Private placement
    
    
    57,143
    
    
    
    200,000Shares issued for settlement of debt
    
    
    652
    
    
    
    3,424Balance, December 31, 2004
    
    
    340,711
    
    
    $
    22,662,838
  All common shares and per share amounts have been restated to give retroactive
effect to the 35:1 share consolidation (note 15).Directors of the Company entered into Private Placement Flow-Through Share Financing
Agreements with the Company on December 29, 2003 and March 10, 2004 for the purchase
of 24,286 flow-through share units and 28,571 flow-through share units at the
purchase price of $3.50 per unit, respectively. Each unit consists of common shares
(the flow-through shares) of the Company which will be a flow-through share
pursuant to the provisions of Subsection 66(15) of the Income Tax Act. (Canada) (the
ITA) and one non-transferable common share purchase warrant (the Warrants), each
Warrant entitling the holder to purchase one common share (the flow-through warrant
shares) at a price of $5.25 per flow-through warrant share for a period of twelve
months and thereafter at a price of $7.00 per flow-through warrant share for a
further six months, and thereafter one common share (the non-flow-through warrant
shares) of the Company at a price of $7.00 per non-flow-through warrant share for a
further six months. All common shares and non-transferable warrants of the Company
pursuant to these Private Placement Financings have been issued.During 2004, the Company renounced $85,000 of exploration expenses on the Extra High
Property pursuant to the Private Placement Flow-Through Share Agreement dated
December 29, 2003. The renounced expenses were subsequently reduced since the
Company was unable to use the whole amount of $85,000 for mineral exploration, and
all such unused expenses may be renounced by the Company in the event that the
Company incurs mineral exploration expenditures by December 31, 2005. 58




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  9.
    
    CAPITAL STOCK(Continued)  (b)
    
    Issued (Continued)During 2004, the Company entered into a Debt Settlement Agreement for the geological
services provided by a company owned by a director of the Company whereby a total of
652 common shares of the Company were issued in full satisfaction of the debt
totalling $3,424.During 2004, Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by
two directors of the Company, entered into a Private Placement Financing Agreement
with the Company on July 20, 2004 for the purchase of 28,571 units of the securities
of the Company at the price of $3.50 per unit for total proceeds to the Company of
$100,000. Each unit consists of one common share in the capital of the Company and
one warrant to purchase an additional common share in the capital of the Company.
Each warrant is exercisable at the price of $5.25 per common share, if exercised
during the first year, and at the price of $7.00 per common share, if exercised
during the second year. All common shares issued pursuant to this financing have a
hold period expiring on November 21, 2004. The warrants expire on July 20, 2006.During 2003, the Company entered into a non-brokered private placement agreement
with an investor in respect to the issuance of 32,143 common shares at a price of
$14.00 per share for gross proceeds of $450,000.During 2003, the Company entered into a Debt Settlement Agreement with a creditor.
A total of 2,571 common shares at a price of $7.00 per share have been issued in
full satisfaction of the debt totalling $17,997, which was owed by the Company to
the creditor.During 2003, the Company entered into a non-brokered Private Placement Financing
with an individual for 8,571 common shares at the price of $35 per share, for total
proceeds of $300,000. A finders fee of 10% was paid to an arms length third party
in respect to this non-brokered Private Placement Financing.During 2003, the Company entered into a non-brokered Private Placement Financing
with an individual for 7,143 common shares at the price of $21 per share, for total
proceeds of $150,000. A finders fee of 10% was paid to an arms length third party
in respect to this non-brokered Private Placement Financing.During the year ended December 31, 2002 there was a 5:1 share consolidation. The
number of shares has been adjusted to reflect these changes.During 2002, the Company closed a non-brokered Private Placement Financing with
certain Company directors and individuals for 184,000 units of the Companys
securities at the price of $1.75 per unit, for total proceeds of $322,000. Each
unit consisted of one common share and one non-transferable share purchase warrant.
Each share purchase warrant entitled the holder thereof to purchase an additional
common share at an exercise price of $5.25 per common share if exercised in the
first year (now expired) and at an exercise price of $7.00 per common share if
exercised in 2004. 59




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  9.
    
    CAPITAL STOCK(Continued)  (c)
    
    WarrantsAt December 31, 2004 and 2003, the following warrants are outstanding. The warrants
entitle the holder to purchase the stated number of common shares at the exercise
price with the following expiry dates. Exercise
    
    
    Number of SharesExpiry Date
    
    Price
    
    
    2004
    
    
    2003March 10, 2005 or
    
    $
    5.25March 10, 2006
    
    $
    7.00
    
    
    
    28,571
    
    
    
    0June 17, 2003 or
    
    $
    5.25June 17, 2004
    
    $
    7.00
    
    
    
    0
    
    
    
    77,143July 20, 2005 or
    
    $
    5.25July 20, 2006
    
    $
    7.00
    
    
    
    28,571
    
    
    
    0August 30, 2003 or
    
    $
    5.25August 30, 2004
    
    $
    7.00
    
    
    
    0
    
    
    
    49,714September 20, 2003 or
    
    $
    5.25September 20, 2004
    
    $
    7.00
    
    
    
    0
    
    
    
    57,143December 31, 2004 or
    
    $
    5.25December 30, 2005
    
    $
    7.00
    
    
    
    24,286
    
    
    
    24,286Balance, end of year
    
    
    
    
    
    
    81,428
    
    
    
    208,286
  (d)
    
    Stock optionsThe Companys 2004 Stock Option Plan reserves for granting to directors, officers,
employees and consultants up to 20% of the issued and outstanding common shares of
the Company calculated from time to time on a rolling basis. The Companys 2004
Stock Option Plan has replaced the Companys former 2002 and 2003 Stock Option
Plans.During 2004, an aggregate of 27,748 stock options were granted to directors,
officers, employees and consultants at an exercise price of US $5.25 per common
share. No stock options were exercised or cancelled; however, 20,147 stock options
expired during the year. 60




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  9.
    
    CAPITAL STOCK(Continued)  (d)
    
    Stock options (Continued)The following summarizes the employee and director stock options that have been
granted, exercised, cancelled and expired during the years ended December 31, 2004,
2003 and 2002. During 2003, the exercise price of 9,886 stock options was amended
to US $5.25. Number
    
    
    Exerciseof Shares
    
    
    PriceBalance, December 31, 2001
    
    
    692
    
    
    Cdn  $78.75Options expired
    
    
    (110
    )
    
    Cdn  $78.75Options cancelled
    
    
    (76
    )
    
    Cdn  $78.75Balance, December 31, 2002
    
    
    506
    
    
    Cdn  $78.75Options granted
    
    
    19,886
    
    
    US  $5.25Options granted
    
    
    10,000
    
    
    US  $78.75Options expired
    
    
    (10,000
    )
    
    US  $78.75Options cancelled
    
    
    (23
    )
    
    Cdn  $78.75Balance, December 31, 2003
    
    
    20,369
    
    
    US  $5.25 to Cdn  $78.75Options granted
    
    
    27,748
    
    
    US  $5.25Options expired
    
    
    (20,147
    )
    
    US  $5.25 to Cdn  $78.75Balance, December 31, 2004
    
    
    27,970
    
    
    US  $5.25 to Cdn  $78.75
  As at December 31, 2004 and 2003, the following stock options are outstanding. The
options entitle the holders to purchase the stated number of common shares at the
exercise price with the following expiry dates: Exercise
    
    
    Number of SharesExpiry Date
    
    Price
    
    
    2004
    
    
    2003March 21, 2004 (amended price) (expired)
    
    US  $5.25
    
    
    0
    
    
    
    9,886April 9, 2004 (expired)
    
    Cdn  $78.75
    
    
    0
    
    
    
    47May 26, 2004 (expired)
    
    Cdn  $78.75

    
    
    0
    
    
    
    121September 23, 2004 (expired)
    
    US  $5.25
    
    
    0
    
    
    
    10,000October 5, 2004 (expired)
    
    Cdn  $78.75
    
    
    0
    
    
    
    93February 3, 2005
    
    Cdn  $78.75
    
    
    222
    
    
    
    222April 21, 2005
    
    US  $5.25
    
    
    27,748
    
    
    
    0Total stock options outstanding
    
    US  $5.25 to Cdn $78.75
    
    
    27,970
    
    
    
    20,369
 61




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  9.
    
    CAPITAL STOCK(Continued)  (d)
    
    Stock options (Continued)The Company applies the fair value method using the Black-Scholes options pricing
model in accounting for its stock options granted to employees and, accordingly,
compensation expense of $131,200 (2003  $3,460; 2002  $0) was recognized as
salaries expense, and $15,068 was recognized as consulting expense in 2004.The fair value of each option grant is calculated using the following weighted
average assumptions: 2004
    
    
    2003Expected life (years)
    
    
    1
    
    
    
    1Interest rate
    
    
    3.00
    %
    
    
    3.00
    %Volatility
    
    
    239.39
    %
    
    
    183.67
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
  10.
    
    RELATED PARTY TRANSACTIONS 2004
    
    
    2003Receivable from related partiesLoan receivable from Las Vegas, interest at prime plus 1%
per annum and due on demand
    
    $
    16,418
    
    
    $
    0Gaming revenue receivable from Las Vegas (note 3(k))
    
    
    195,905
    
    
    
    0Shareholder loans, interest at prime plus 1% per annum and
due on demand
    
    
    45,406
    
    
    
    0$
    257,729
    
    
    $
    0Payable to related partiesLoan payable to Las Vegas, interest at prime plus 1% per
annum and payable on demand
    
    $
    0
    
    
    $
    (2,471
    )Loan payable to Kalpakian Bros. of B.C. Ltd., interest at
prime plus 1% per annum and payable on demand
    
    
    0
    
    
    
    (70,930
    )Geological services payable to a company owned by a director
    
    
    (9,202
    )
    
    
    0$
    (9,202
    )
    
    $
    (73,401
    )
  Cash held on behalf of Las Vegas of $583,670 (2003  $138,361) is without interest and
payable on demand. 62




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  10.
    
    RELATED PARTY TRANSACTIONS(Continued)Related party transactions during the year:  (a)
    
    Geological services of $13,468 (2003  $0; 2002  $60) were provided by a
company owned by a director.(b)
    
    Management fees of $240,000 (2003  $180,000; 2002  $140,000) were paid to a
company related by common management and directors.(c)
    
    The Company shares office space with Las Vegas, a company related by common
management, directors and officers.(d)
    
    The Company entered into two private placement agreements to acquire a total of
4,000,000 common shares of Las Vegas at $0.30 and $0.32 per common share for a total
investment of $1,225,000.(e)
    
    Interest was charged for funds loaned to the Company by Las Vegas in the amount
of $513 (2002  $1,740; 2001  $4,734).(f)
    
    Interest revenue was earned for funds loaned to Las Vegas by the Company in the
amount of $378 (2003  $1,387; 2001  $303).  Paid to the Company  The Company charged Las Vegas for its share of:  (i)
    
    payroll expenses $185,450 (2003  $155,796; 2002  $142,351);
and(ii)
    
    other expenses $14,139 (2003  $29,629; 2002  $31,819).  Paid to Las Vegas  Las Vegas charged the Company for its share of:  (i)
    
    rent $6,032 (2003  $7,090; 2002  $5,153).  11.
    
    CHANGE IN NON-CASH WORKING CAPITAL 2004
    
    
    2003
    
    
    2002Receivable from related parties
    
    $
    (257,729
    )
    
    $
    26,821
    
    
    $
    (26,821
    )Payables and accruals
    
    
    (11,859
    )
    
    
    (50,771
    )
    
    
    42,470Payable to related parties
    
    
    (64,229
    )
    
    
    40,356
    
    
    
    (141,362
    )$
    (333,817
    )
    
    $
    16,406
    
    
    $
    (125,713
    )Supplementary informationShares issued for settlement of debt
    
    $
    3,424
    
    
    $
    17,997
    
    
    $
    0Interest paid
    
    $
    4,384
    
    
    $
    4,164
    
    
    $
    6,491
 63




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  12.
    
    INCOME TAXES 2004
    
    
    2003Future income tax assetsNon-capital loss carry-forwards for Canadian purposes
    
    $
    2,696,000
    
    
    $
    3,237,000Excess of undepreciated capital cost over net book
value of fixed assets
    
    
    640,000
    
    
    
    637,000Excess of unused exploration expenditures for
Canadian purposes over accounting value of resource
propertiesUnused earned depletion base
    
    
    19,000
    
    
    
    19,000Unused cumulative Canadian exploration expenses
    
    
    2,380,000
    
    
    
    2,380,000Unused cumulative Canadian development expenses
    
    
    108,000
    
    
    
    108,000Unused cumulative foreign development expenses
    
    
    217,000
    
    

    
    217,000$
    6,060,000
    
    
    $
    6,598,000Tax rate - 38.00%
    
    $
    2,302,800
    
    
    $
    2,507,240Less: Valuation allowance
    
    
    (2,302,800
    )
    
    
    (2,507,240
    )$
    0
    
    
    $
    0
  The valuation allowance reflects the Companys estimate that the tax assets will likely not
be realized and, consequently, have not been recorded in these financial statements.The Company has available approximate non-capital losses, which may be carried forward to
apply against future income for Canadian tax purposes. The losses expire as follows: 2005
    
    $
    640,0002006
    
    
    725,0002007
    
    
    452,0002008
    
    
    319,0002009
    
    
    440,0002010
    
    
    105,0002014
    
    
    15,000$
    2,696,000
  The benefit of these losses has not been recorded in these financial statements. 64




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  13.
    
    DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
PRACTICES  (a)
    
    Recent US accounting pronouncements  (i)
    
    In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of Accounting Research
Bulletin No. 51, Consolidated Financial Statements.Interpretation 46
establishes accounting guidance for consolidation of variable interest entities
that function to support the activities of the primary beneficiary.
Interpretation 46 applies to any business enterprise both public and private
that has a controlling interest, contractual relationship or other business
relationship with a variable interest entity. The Company has no investment in
or contractual relationship or other business relationship with a variable
interest entity and, therefore, the adoption did not have any impact on the
Companys financial position, results of operations or cash flows.(ii)
    
    On April 30, 2003, the FASB issued Statement No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. Statement 149
is intended to result in more consistent reporting of contracts as either
freestanding derivative instruments subject to Statement 133 in its entirety,
or as hybrid instruments with debt host contracts and embedded derivative
features. In addition, Statement 149 clarifies the definition of a derivative
by providing guidance on the meaning of initial net investments related to
derivatives. Statement 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of Statement 149 did not have any effect on
its financial position, results of operations or cash flows.(iii)
    
    In May 2003, the FASB issued SFAS No. 150 Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity.
SFAS No. 150 establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or asset in some circumstances). These
requirements of SFAS No. 150 apply to issuers classification and measurement
of freestanding financial instruments, including those that comprise more than
one option or forward contract. SFAS No. 150 does not apply to features that
are embedded in a financial instrument that is not a derivative in its
entirety. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003, except for mandatory
redeemable financial instruments of non-public entities. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of SFAS
No. 150 and still existing at the beginning of the interim period of adoption.
The Companys adoption of SFAS No. 150 did not have any effect on its financial
position, results of operations or cash flows. 65




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  13.
    
    DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
PRACTICES(Continued)  (a)
    
    Recent US accounting pronouncements (Continued)  (iv)
    
    FAS 151, Inventory Costs. This statement is effective for inventory
costs incurred during fiscal years beginning after June 15, 2005. Earlier
application is permitted for inventory costs incurred during fiscal years
beginning after November 24, 2004. The provisions of this statement should be
applied prospectively. There is no impact on the Companys financial
statements.(v)
    
    FAS 152, Accounting for Real Estate Time-Sharing Transactions.
This statement is effective for financial statements for fiscal years beginning
after June 15, 2005. Restatement of previously issued financial statements is
not permitted. There is no impact on the Companys financial statements.(vi)
    
    FAS 153, Exchanges of Non-Monetary Assets. The provisions of
this statement is effective for non-monetary asset exchanges occurring in
fiscal periods beginning after June 15, 2005. Earlier application is permitted
for non-monetary asset exchanges occurring in fiscal periods beginning after
December 16, 2004. The provisions of this statement should be applied
prospectively. There is no impact on the Companys financial statements.(vii)
    
    FIN 46(R), Consolidation of Variable Interest Entities,
applies at different dates to different types of enterprises and entities, and
special provisions apply to enterprises that have fully or partially applied
Interpretation 46 prior to issuance of Interpretation 46(R). Application of
Interpretation 46 or Interpretation 46(R) is required in financial statements
of public entities that have interests in variable interest entities or
potential variable interest entities commonly referred to as special-purpose
entities for periods ending after December 15, 2003. Application by public
entities (other than small business issuers) for all other types of entities is
required in financial statements for periods ending after March 15, 2004.
Application by small business issuers to entities other than special-purpose
entities and by non-public entities to all types of entities is required at
various dates in 2004 and 2005. In some instances, enterprises have the option
of applying or continuing to apply Interpretation 46 for a short period of time
before applying Interpretation 46(R). There is no impact on the Companys
financial statements.(viii)
    
    In 2004, FASB issued a revision of FASB Statement No. 123, Accounting for
Stock-Based Compensation. This statement supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation
guidance. This revised pronouncement requires that all stock options and
warrants be accounted for using the fair value method. This pronouncement had
no impact on the Company, as the Company accounts for all options and warrants
using the fair value method, under Canadian GAAP. 66




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  13.
    
    DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
PRACTICES(Continued)  (b)
    
    The financial statements have been prepared in accordance with accounting
principles and practices generally accepted in Canada (Canadian GAAP) which differ in
certain respects from those principles and practices that the Company would have
followed had its financial statements been prepared in accordance with principles and
practices generally accepted in the United States of America (US GAAP).Under US GAAP, the accounting treatment would differ as follows:  (i)
    
    Exploration costs are expensed as incurred. As a result, under
US GAAP, there is greater expense in earlier periods and fewer write-downs in
subsequent periods than under Canadian GAAP.(ii)
    
    The value of marketable securities is recorded at market value. The
value recorded under Canadian GAAP is the lower of cost and market.For US GAAP purposes, unrealized gains and losses on marketable securities
are recorded as a separate item in the shareholders equity section as other
comprehensive income. For Canadian GAAP, gains and losses are only
recognized in the income statements when realized.(iii)
    
    Under US GAAP, comprehensive income must be reported, which is
defined as all changes in equity other than those resulting from investments by
owners and distributions to owners.Other comprehensive income includes the unrealized holding gains and losses
on the available-for-sale securities (note 13(b)(ii)).(iv)
    
    Under Canadian GAAP, the Company did not need the criteria to
adopt the fair value prospectively and, therefore, had to adopt the change
retroactively (note 3(i)). Under US GAAP, the Company has the option to adopt
the change either prospectively or retroactively. The Company adopted the
change for US GAAP, prospectively. 67




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BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  13.
    
    DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
PRACTICES(Continued)  (b)
    
    (Continued) 2004
    
    
    2003
    
    
    2002Net loss per Canadian GAAP
    
    $
    (369,461
    )
    
    
    (104,297
    )
    
    $
    (449,397
    )Write-off on mineral property for US GAAP
    
    
    (31,932
    )
    
    
    0
    
    
    
    0Adopt fair value for stock-based compensation
prospectively under US GAAP
    
    
    0
    
    
    
    64,122
    
    
    
    0Net loss per US GAAP
    
    
    (401,393
    )
    
    
    (40,175
    )
    
    
    (449,397
    )Unrealized gain on marketable
securities
    
    
    157,582
    
    
    
    332,300
    
    
    
    0Comprehensive loss for US GAAP
    
    $
    (243,811
    )
    
    $
    (292,125
    )
    
    $
    (449,397
    )
 2004
    
    
    2003
    
    
    2002Effect on total assetsTotal assets under Canadian GAAP
    
    $
    1,124,370
    
    
    $
    778,312
    
    
    $
    52,953Available-for-sale securities recorded at
cost for Canadian GAAP purposes and at
fair value for US GAAP purposes (note
3(g))
    
    
    157,582
    
    
    
    322,300
    
    
    
    0Write-off on mineral property under US GAAP
    
    
    (31,932
    )
    
    
    0
    
    
    
    0Total assets under US GAAP
    
    $
    1,250,020
    
    
    $
    1,100,612
    
    
    $
    52,953
 2004
    
    
    2003
    
    
    2002Effect on shareholders equityShareholders equity (deficit) under Canadian GAAP
    
    $
    507,108
    
    
    $
    526,877
    
    
    $
    (144,405
    )Comprehensive income on available-for-sale
securities recorded at cost for Canadian GAAP
purposes and at fair value for US GAAP purposes
    
    
    157,582
    
    
    
    322,300
    
    

    
    0Write-off of mineral property under US GAAP
    
    
    (31,932
    )
    
    
    0
    
    
    
    0Shareholders equity (deficit) under US GAAP
    
    $
    632,758
    
    
    $
    849,177
    
    
    $
    (144,405
    )
 68




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##### Table of Contents



BRONX VENTURES INC.
(Formerly Lucky 1 Enterprises Inc.)
Notes to Financial Statements
Years Ended December 31, 2004 and 2003
(Canadian Dollars)
  14.
    
    COMMITMENTS  (a)
    
    The Company has an equipment lease with minimum annual payments of $4,440
expiring in 2005.(b)
    
    The Company has a management services agreement with Kalpakian Bros. of B.C.
Ltd., a company which is owned by two directors. The remuneration for the services
provided is $20,000 plus GST per month. The agreement expires in October 2005 and is
renewable.  15.
    
    SUBSEQUENT EVENTS  (a)
    
    As of January 17, 2005, Lucky 1 Enterprises Inc. changed its name to Bronx
Ventures Inc., its capital stock has been consolidated on the basis of 35 (old) common
shares for 1 (new) common share and its authorized capital stock has been increased to
an unlimited number of common and preferred shares without par value.Effective at the opening of business on January 24, 2005, the common shares of Lucky
1 Enterprises Inc. were de-listed from trading on the OTC Bulletin Board in the USA
and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin
Board under the trading symbol BRXVF.(b)
    
    As of January 7, 2005, the Company has acquired for investment purposes,
1,250,000 units of Las Vegas, a related party, at a price of Cdn $0.20 per unit. Each
Las Vegas unit consists of one Las Vegas common share and one-half of one warrant. One
warrant is required to purchase one Las Vegas common share at $0.25 per common share
for a period of 24 months. The 1,250,000 Las Vegas units, which have a hold period
expiring on May 8, 2005, have been issued to the Company. The Company may either
increase or decrease its investment in Las Vegas in the future. 69