UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-KSB

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

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHNAGE ACT OF 1934

                            For the fiscal year Ended
                                December 31, 2003

                         Commission File Number 0-31367

                          BYTEWATCH TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

              New Jersey                                       22-3720631
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)


                    9175 Mainwaring Rd., Sidney, BC V8L 1J9
               (Address of principal executive offices) (Zip Code)

                                 (250) 656-4490
              (Registrant"s telephone number, including area code)


              (Former name, former address and former fiscal year,
                          if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 par value

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


                                        1

<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended December 31, 2003:    $-0-

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 24, 2004 was: $-0-

Number of shares of our common stock outstanding as of March 24, 2004 is:
5,000,000

We do not have a Transfer Agent.

                                        2
<PAGE>

                                     PART I

ITEM 1.       DESCRIPTION OF BUSINESS

GENERAL

Bytewatch Technologies, Inc. (formerly known as Segway VIII Corp.) was
incorporated on April 6, 2000, under the laws of the State of New Jersey to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. We have been in the developmental stage since
inception and have no operations to date other than issuing shares to our
original shareholders.

We will attempt to locate and negotiate with a business entity for the
combination of that target company with us. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In
most instances, the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that we will be successful in locating or negotiating
with any target company.

We have been formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market.

PERCEIVED BENEFITS

There are certain perceived benefits to being a reporting company with a class
of publicly-traded securities. These are commonly thought to include the
following:

*    the ability to use registered  securities to make acquisitions of assets or
     businesses;
*    increased visibility in the financial community;
*    the facilitation of borrowing from financial institutions;
*    improved trading efficiency;
*    shareholder liquidity;
*    greater ease in subsequently raising capital;
*    compensation of key employees  through stock options for which there may be
     a market valuation;
*    enhanced corporate image;
*    a presence in the United States capital market.


                                        3
<PAGE>

POTENTIAL TARGET COMPANIES

A business entity, if any, which may be interested in a business combination
with us may include the following:

*    a company for which a primary purpose of becoming public is the use of its
     securities for the acquisition of assets or businesses;
*    a company which is unable to find an underwriter of its securities or is
     unable to find an underwriter of securities on terms acceptable to it;
*    a company which wishes to become public with less dilution of its common
     stock than would occur upon an underwriting;
*    a company which believes that it will be able to obtain investment capital
     on more favorable terms after it has become public;
*    a foreign company which may wish an initial entry into the United States
     securities market;
*    a special situation company, such as a company seeking a public market to
     satisfy redemption requirements under a qualified Employee Stock Option
     Plan;
*    a company seeking one or more of the other perceived benefits of becoming a
     public company.

A business combination with a target company will normally involve the transfer
to the target company of the majority of our issued and outstanding common
stock, and the substitution by the target company of its own management and
board of directors.

No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to the nature of
the target company.

EMPLOYEES

We have no full time employees. Richard Plotnikoff, our President has agreed to
allocate a portion of his time to our activities without compensation. Mr.
Plotnikoff anticipates that our business plan can be implemented by his devoting
no more than 10 hours per month to the business affairs and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
Mr. Plotnikoff.

                                        4
<PAGE>

ITEM 2.      DESCRIPTION OF PROPERTY

We have no properties and at this time has no agreements to acquire any
properties. We currently use the offices of management at no cost to us.
Management has agreed to continue this arrangement until we complete an
acquisition or merger.

ITEM 3.      LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 31, 2003, there was 1 shareholder of record of our common stock.
Our shares of common stock have never been traded on any recognized stock
exchange.

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment of
cash dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

Plan of Operation

We are continuing our efforts to locate a merger candidate for the purpose of a
merger. It is possible that we will be successful in locating such a merger
candidate and closing such merger. However, if the registrant cannot effect a
non-cash acquisition, we may have to raise funds from a private offering of our
securities under Rule 506 of Regulation D. There is no assurance we would obtain
any such equity funding.

Results of Operation

We did not have any operating income from inception (April, 2000) through
December 31, 2003. For the year ended December 31, 2003, we recognized a net
loss of $628. Some general and administrative expenses during the quarter were
accrued. Expenses for the quarter were comprised of costs mainly associated with
legal, accounting and office.

Liquidity and Capital Resources

At December 31, 2003, we had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating company.

ITEM 7.      FINANCIAL STATEMENTS

Our financial statements, together with the report of auditors, are as follows:

                          Bytewatch Technologies, Inc.


                              FINANCIAL STATEMENTS







                FOR THE PERIODS ENDING DECEMBER 31, 2003 AND 2002
                     AND FROM INCEPTION TO DECEMBER 31, 2003






















FINANCIAL STATEMENTS


For the periods ending December 31, 2003 and 2002 and from inception through
December 31, 2003

                          BYTEWATCH TECHNOLOGIES, INC.
                                Table of Contents


                                                                           PAGE

INDEPENDENT AUDITORS REPORT                                                 2

BALANCE SHEET                                                               3

STATEMENT OF OPERATIONS                                                     4

STATEMENT OF STOCKHOLDERS EQUITY                                            5

STATEMENT OF CASH FLOWS                                                     6

FOOTNOTES TO THE FINANCIAL STATEMENTS                                       7












                                        1


To The Board of Directors and Shareholder
BYTEWATCH TECNOLOGIES, INC.


We have audited the accompanying balance sheet of Bytewatch Technologies, Inc.,
as of December 31, 2003 and 2002, and the related statement of operations,
equity and cash flows for the twelve months ended December 31, 2002 and from
inception (April 6, 2000) through December 31, 2003. 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 audit.

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

 In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bytewatch Technologies, Inc.,
as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the twelve months then ended and from inception (April 6, 2000)
through December 31, 2003 in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not yet commenced operations, raise capital or
implement a plan of operations. These matters raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

                                          Gately & Associates, LLC
                                          Certified Public Accountants
                                          Altamonte Springs, FL
                                          March 23, 2004

<PAGE>

                          BYTEWATCH TECHNOLOGIES, INC.
                                  BALANCE SHEET
                        As of December 31, 2003 and 2002

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

CURRENT ASSETS                                                December 31, 2003     December 31, 2002

<S>                                                                 <C>                    <C>
        Cash                                                        $     0                $     0
                                                                    -------                -------


          TOTAL ASSETS                                              $     0                $     0
                                                                    =======                =======

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accrued expenses                                                $ 2,050                $ 1,425
                                                                    -------                -------


                      TOTAL LIABILITIES                               2,050                  1,425
                                                                    -------                -------

STOCKHOLDERS' EQUITY

  Common Stock - par value $0.0001;
    100,000,000 shares authorized;
    5,000,000 issued and outstanding                                    500                    500

  Additional paid in capital                                            443                    443

  Preferred Stock - Par value $0.0001;
    20,000,000 shares authorized;
    none issued and outstanding                                           0                      0

  Accumulated Deficit                                                (2,993)                (2,368)
                                                                    -------                -------

  Total stockholders' equity                                         (2,050)                (1,425)
                                                                    -------                -------


      TOTAL LIABILITIES AND EQUITY                                  $     0                $     0

</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>

                          BYTEWATCH TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
             For the twelve months ended December 31, 2003 and 2002,
          and from inception (April 6, 2000) through December 31, 2003

<TABLE>
<CAPTION>
                                                        Twelve Months             Twelve Months             From Inception
                                                        Dec. 31, 2003             Dec. 30, 2002            To Dec. 31, 2003
                                                        -------------             -------------            ----------------

     REVENUE
<S>                                                       <C>                        <C>                        <C>
        Sales                                             $         0                $         0                $         0
        Cost of sales                                               0                          0                          0

     GROSS PROFIT                                                   0                          0                          0

     GENERAL AND ADMINISTRATIVE EXPENSES                          625                        628                      2,993

     NET LOSS                                                    (625)                      (628)                    (2,993)

     ACCUMULATED DEFICIT, BEGINNING BALANCE                    (2,368)                    (1,740)                         0

     ACCUMULATED DEFICIT, ENDING BALANCE                  $    (2,993)               $    (2,368)               $    (2,993)
                                                          ===========                ===========                ===========

NET EARNINGS PER SHARE

         Basic and Diluted
         Net loss per share                            (Less than .01)            (Less than .01)

Basic and Diluted Weighted Average
    Number of Common Shares Outstanding                     5,000,000                  5,000,000

</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>

                          BYTEWATCH TECHNOLOGIES, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
             From inception (April 6, 2000)through December 31, 2003
<TABLE>
<CAPTION>

                                               COMMON STOCK
                               SHARES          AND APIC         ACCUMULATED DEFICIT      TOTAL
                           -------------      -------------     -----------------     ------------

<S>                                <C>                 <C>               <C>                 <C>
Stock issued for cash              5,250,000           $    625                              $      625

Net loss                                                                 $       (797)             (797)
                                 ------------       ------------      ----------------      ------------

Total at December 31, 2000         5,000,000                625                  (797)             (172)

Contributed capital
 by shareholders                                            200                                     200

Net loss                                                                         (943)             (943)
                                 -------------      -------------      ---------------      ------------

Total at December 31, 2001         5,000,000                825                (1,740)             (915)

Contributed capital
 by shareholders                                            118                                     118

Net loss                                                                         (628)             (628)
                                 -------------      -------------      ---------------      ------------

Total at December 31, 2002         5,000,000                943                (2,368)           (1,425)

Net loss                                                                         (625)             (625)
                                 -------------      -------------      ---------------      ------------

Total at December 31, 2003         5,000,000           $    943          $     (2,993)       $   (2,050)
                                 =============      =============      ===============      ============
</TABLE>




   The accompanying notes are an integral part of these financial statements.

<PAGE>

                          BYTEWATCH TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
             For the twelve months ended December 31, 2003 and 2002
            from inception (April 6, 2000) through December 31, 2003

<TABLE>
<CAPTION>


CASH FLOWS FROM OPERATING ACTIVITIES                   Dec. 31, 2003     Dec. 31, 2002   From Inception

<S>                                                    <C>              <C>             <C>
        Net income (loss)                              $      (625)     $    (628)      $  (2,993)

             Increases (Decrease) in accrued expenses          625            500           2,050
                                                       -------------    ----------      -----------

    NET CASH PROVIDED OR (USED) IN OPERATIONS                   (0)          (128)           (943)

CASH FLOWS FROM INVESTING ACTIVITIES

        None                                                     0              0               0

CASH FLOWS FROM FINANCING ACTIVITIES

        Proceeds from issuance of common stock                   0              0             625
        Proceeds from capital contributions                      0            118             318
                                                        ------------     ---------       -----------

                                                                 0            118             943

CASH RECONCILIATION

        Net increase (decrease) in cash                         (0)           (10)              0
        Beginning cash balance                                   0             10               0
                                                          -----------   -----------      ----------
CASH BALANCE, ENDING                                             0              0               0
                                                          ===========   ===========      ==========

</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>

                          BYTEWATCH TECHNOLOGIES, INC.

                      FOOTNOTES TO THE FINANCIAL STATEMENTS

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

1. Summary of significant accounting policies:

Industry - Bytewatch Technologies, Inc. (The Company), was formerly known as
Segway VIII Corp. The Company was incorporated in the state of New Jersey on
April 6, 2000 and plans to locate and negotiate with a business entity for the
combination of the Company. The combination will normally take the form of a
merger, stock-for-stock exchange or stock-for-assets exchange. In most instances
the target company will wish to structure the business combination to be within
the definition of a tax-free reorganization under Section 351 or Section 368 of
the Internal Revenue Code of 1986, as amended. No assurances can be given that
The Company will be successful in locating or negotiating with any target
company.

The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market.

Results of Operations and Ongoing Entity - The Company is considered to be an
ongoing entity. The Company's shareholders fund any shortfalls in The Company's
cash flow on a day to day basis during the time period that The Company is in
the development stage.

Liquidity and Capital Resources - In addition to the stockholder funding capital
shortfalls; The Company anticipates interested investors that intend to fund the
Company's growth once a business is located.

Cash and Cash Equivalents - The Company considers cash on hand and amounts on
deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents.

Basis of Accounting - The Company's financial statements are prepared in
accordance with generally accepted accounting principles.

Income Taxes - The Company utilizes the asset and liability method to measure
and record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. At this time, The Company has set up an allowance for deferred taxes
as there is no company history to indicate the usage of deferred tax assets and
liabilities.

Fair Value of Financial Instruments - The Company's financial instruments may
include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and shareholders. The carrying amount
of long-term debt to banks approximates fair value based on interest rates that
are currently available to The Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.

Concentrations of Credit Risk - Financial instruments which potentially expose
The Company to concentrations of credit risk consist principally of operating
demand deposit accounts. The Company's policy is to place its operating demand
deposit accounts with high credit quality financial institutions. At this time
The Company has no deposits that are at risk.

2. Related Party Transactions and Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.

The Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.

3. Accounts Receivable and Customer Deposits:

Accounts receivable and Customer deposits do not exist at this time and
therefore have no allowances accounted for or disclosures made.

4. Use of Estimates:

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenue
and expenses. Management has no reason to make estimates at this time.

5. Revenue and Cost Recognition:

The Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.

6. Accrued Expenses:

Accrued expenses consist of accrued legal, accounting and office costs during
this stage of the business.

7. Operating Lease Agreements:

The Company has no agreements at this time.

8. Stockholder's Equity:

Common Stock includes 100,000,000 shares authorized at a par value of $0.0001,
of which 5,000,000 have been issued for the amount of $625. The shareholders
contributed an additional $200 to capital during the year 2001 and $118 during
the year 2002. The Company has also authorized 20,000,000 shares of preferred
stock at a par value of $0.0001, none of which have been issued.

9. Required Cash Flow Disclosure for Interest and Taxes Paid:

The company has paid no amounts for federal income taxes and interest.

10. Earnings Per Share:

Basic earnings per share ("EPS") is computed by dividing earnings available to
common shareholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board (FASB)
under Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.

11. Income Taxes:

The Company has a net operating loss of $2,995 that will expire during the years
2020 through 2023. These net operating loss carry-forwards have been completely
reserved through an allowance account so that no deferred tax assets results in
the balance sheet.

<PAGE>

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE

Our accountant is Gately & Associates, LLC, CPAs, independent certified public
accountants. We do not presently intend to change accountants. At no time has
there been any disagreements with such accountant regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

ITEM 8A CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
----------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

                                    PART III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and officers as of December 31, 2003, are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of our
Board of Directors.


Name                          Age      Positions and Offices Held
Richard Plotnikoff            43       President/Secretary/Director


BUSINESS EXPERIENCE

Set forth below is the name of our director and officer, all positions and
offices held, the period during which he has served as such, and the business
experience during at least the last five years:

Mr.Plotnikoff is currently involved in the health food industry. His
responsibilities include coordinating strategy, planning, and product
development. Mr. Plotnikoff devotes most of his time to the affairs of the
Company. He has been involved in the health industry since 1989 at which time he
founded a private company called Kayto Life Herbs International Corp. Prior to
his involvement with Kayto Life Herbs International Corp., Mr. Plotnikoff was an
Inspector employed by Revenue Canada in the Customs and Excise Division. Mr.
Plotnikoff has a holding company called Shopcom Holdings Ltd. and spends part of
his time on the operations of the Holding Company.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer has appeared as a party
in any legal proceeding material to an evaluation of his ability or integrity
during the past five years.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

To date, we have not filed Form 5 for the year ended December 31, 2003.

ITEM 10.     EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services
rendered to us, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with us. However, our sole
officer and director anticipates receiving benefits as a beneficial shareholder.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our employees.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We have issued a total of 5,000,000 shares of our common stock to the following
persons for a total of $625 in cash:

<TABLE>
<CAPTION>
Name                                 Number of Total Shares               % of Shareholdings
----                                 ----------------------               ------------------
<S>                                           <C>                                <C>
Richard Plotnikoff                            5,000,000                          100%
</TABLE>


The address for Mr. Richard Plotnikoff is 9175 Mainwaring Rd., Sidney, BC
V8L 1J9

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We currently use the offices of management at no cost to us. Management has
agreed to continue this arrangement until we complete an acquisition or merger.


ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statements and schedules in
     Item 7 herein.

2    Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

3.Exhibits:

The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated; see index to exhibits immediately following financial
statements and schedules of this report.

EXHIBIT INDEX

3.1   Articles of Incorporation    (1)
3.2   By-laws    (1)


(1)  Incorporated by reference to our Form 10-SB (SEC File No. 0-31367).

                                       17
<PAGE>

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2003, we were billed
approximately $500.00 and $500.00 for year end 2002 for professional services
rendered for the audit of our financial statements, respectively. We also were
billed approximately $0.00 and $0.00 for the review of financial statements
included in our periodic and other reports filed with the Securities and
Exchange Commission for our year ended December 31, 2003, respectively.

Tax Fees

For the Company's fiscal year ended December 31, 2003, we were billed
approximately $0.00 and $325.00 for 2002, respectively, for professional
services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.


                     BYTEWATCH TECHNOLOGIES, INC.

                     By:  /s/  Richard Plotnikoff
                     ---------------------------------
                               RICHARD PLOTNIKOFF
                               President, Chief Executive Officer,
                               Chief Financial Officer,
                               Secretary and Director


Dated:   March 24, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<S>                             <C>                                   <C>
By:   /s/  Richard Plotnikoff   President, Chief Executive Officer,   Dated:   March 24,  2004
      -----------------------   Chief Financial Officer,
           Richard Plotnikoff   Secretary and Director

</TABLE>


                                       18