# SECURITIES AND
EXCHANGE COMMISSION

# Washington, D.C. 20549

# FORM 10-KSB

(Mark One)

[X]   Annual  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 for the quarterly  period ended  August 31, 2003.

[  ]  Transition  report  under  Section  13 or  15(d)  of the  Securities
         Exchange  Act of 1934  for the  transition  period
         from ____________ to ____________               .

``

``

|                                | 
|------------------------------- | 
|Nevada                          | 
|(State or other jurisdiction of | 
|incorporation or organization)  | 

``

``

Securities registered under Section
12(b) of the Exchange Act:

|                                | 
|------------------------------- | 
|Title of Each Class             | 
|Common Stock ($0.001 Par Value) | 

Check whether the registrant: (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.

|          |  | 
|--------- |  | 
|Yes     X |  | 

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this form, and
if no disclosure will be contained, to the best of 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 [ ].

The registrant's net sales for the
year ended August 31, 2003, were $0.

The aggregate market value of the
registrant's common stock, $0.001 par value (the only class of voting stock), held by
non-affiliates was approximately $1,693,423 based on the average closing bid and asked
prices for the common stock on December 12, 2003.

At December 14, 2003, the number of
shares outstanding of the registrant's common stock, $0.001 par value (the only class of
voting stock), was 12,543,871.

---

TABLE OF CONTENTS



|          |                                                                                                     |  |  |      |  | 
|--------- | --------------------------------------------------------------------------------------------------- |  |  | ---- |  | 
|          |                                                                                                     |  |  | Page
|          |                                                                                                     |  |  |     
|PART I.   |                                                                                                     |  |  |     
|          | Item     1.     Description of Business                                                             |  |  | 3    | 
|          | Item     2.     Description of Property                                                             |  |  | 7    | 
|          | Item     3.     Legal Proceedings                                                                   |  |  | 7    | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                 |  |  | 7    | 
|PART II.  |                                                                                                     |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                            |  |  | 7    | 
|          | Item     6.     Managements's Plan of Operation                                                     |  |  | 9    | 
|          | Item     7.     Financial Statements                                                                |  |  | 10   | 
|          | Item     8     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 11   | 
|PART III. |                                                                                                     |  |  |     
|          | Item     9.     Directors and Executive Officer                                                     |  |  | 11   | 
|          | Item     10.     Executive Compensation                                                             |  |  | 13   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                     |  |  | 13   | 
|          | Item     12.     Certain Relationships and Related Transactions                                     |  |  | 13   | 
|          | Item     13.     Exhibits and Reports on Form 8-K                                                   |  |  | 14   | 
|          | Item     14.     Controls and Procedures                                                            |  |  | 14   | 
|          | SIGNATURES                                                                                          |  |  | 15   | 

---

7

# PART I

# ITEM 1. DESCRIPTION OF
BUSINESS

# Corporate History.

As used herein the term Company
refers to Newtech Resources, Ltd., unless the context indicates otherwise. Newtech
Resources, Ltd. was organized under the laws of the State on Nevada on July 27, 1998
and subsequently became involved in the research and development of glycosylated cystatins
and non-glycosylated cystatins pursuant to the terms of an option agreement with Kaizen
Food Corporation (Kaizen). The Company had hoped to manufacture, market and
sell glycosylated cystatins and non-glycosylated cystatins to research laboratories.
Cystatins are proteins that tightly bind and inhibit the harmful effects of cysteine
proteases. Cysteine proteases actively degrade proteins and detrimentally affect human
health by facilitating diseases and food spoilage. Glycosylated cystatin enhances activity
and maintains stability against heating and degredation while non-glycosylated cystatin
enhances activity and stability.

The option agreement, as amended,
granted the Company an option to exercise an exclusive North American wide license from
Kaizen to manufacture, market, and sub-license the end products of pre-clinical trials of
glycosylated cystatins and non-glycosylated cystatins in exchange for funding
Kaizans research and development. The option agreement required that the Company
fund Kaizan in excess of $2,000,000 by June of 2004. Despite Kaizens initial
successes in scaling up the production of cystatin, the Company has been unable to secure
the funding required to enable further research and development. On November 25, 2003
Kaizen placed the Company on notice that it was in default of terms of the amended option
agreement. The Company was unable to remedy the default due to its inability to obtain the
requisite funding and has since abandoned its agreement with Kaizen.

# Selection of a Business.

The Company is now considering other
business opportunities either through merger or acquisition that might create value for
its shareholders. The Company has no day-to-day operations at the present time. Our sole
officer and director devotes limited time and attention to the affairs of the Company.
Management has adopted a conservative policy of seeking opportunities that it considers to
be of exceptional quality. As a result of that policy the Company may have to wait some
time before consummating a suitable transaction. Management recognizes that the higher the
standards it imposes upon itself, the greater may be its competitive disadvantages when
vying with other acquiring interests or entities.

The Company does not intend to
restrict its consideration to any particular business or industry segment, and the Company
may consider, among others, finance, brokerage, insurance, transportation, communications,
research and development, biotechnology, service, natural resources, manufacturing or
high-technology. However, due to the Companys limited financial resources, the scope
and number of suitable candidate business ventures available is limited, and most likely
the Company will not be able to participate in more than a single business venture.
Accordingly, it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against profits from
another.

---

The decision to participate in a
specific business opportunity will be made upon managements analysis of the quality
of the other firms management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes and numerous other
factors which are difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical operations of
a specific venture may not necessarily be indicative of the potential for the future
because of the necessity to substantially shift a marketing approach, expand operations,
change product emphasis, change or substantially augment management, or make other
changes. The Company will be dependent upon the management of a business opportunity to
identify such problems and to implement, or be primarily responsible for the
implementation of, required changes.

Since the Company may participate in
a business opportunity with a newly organized business or with a business which is
entering a new phase of growth, it should be emphasized that the Company may incur risk
due to the failure of the targets management to have proven its abilities or
effectiveness, or the failure to establish a market for the targets products or
services, or the failure to realize profits.

While the Company does not intend to
rule out its consideration of any particular business or industry segment, management has
determined to focus its principal interest in evaluating development stage companies in
the electronic commerce, high- technology, communication technologies, information
services and biotechnology industry segments.

The Company will not acquire or merge
with any company for which audited financial statements cannot be obtained. It may be
anticipated that any opportunity in which the Company participates will present certain
risks. Many of these risks cannot be adequately identified prior to selection of the
specific opportunity, and the Companys shareholders must, therefore, depend on the
ability of management to identify and evaluate such risk. In the case of some of the
opportunities available to the Company, it may be anticipated that the founders thereof
have been unable to develop a going concern or that such business is in its development
stage in that it has not generated significant revenues from its principal business
activities prior to the Companys participation.

# Acquisition of Business.

In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or licensing agreement with
another corporation or entity. It may also purchase stock or assets of an existing
business. On the consummation of a transaction, it is possible that the present management
and shareholders of the Company will not be in control of the Company. In addition, the
Companys sole officer and director may, as part of the terms of the acquisition
transaction, resign and be replaced by new officers and directors without a vote of the
Companys shareholders.

The Company anticipates that any
securities issued in any such reorganization would be issued in reliance on exemptions
from registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of this transaction, the Company may agree
to register such securities either at the time the transaction is consummated, under
certain conditions, or at a specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market may have a
depressive effect on such market.

---

While the actual terms of a
transaction to which the Company may be a party cannot be predicted, it may be expected
that the parties to the business transaction will find it desirable to avoid the creation
of a taxable event and thereby structure the acquisition in a so called
tax-free reorganization under Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended (the Code). In order to obtain tax-free treatment under
the Code, it may be necessary for the owners of the acquired business to own 80% or more
of the voting stock of the surviving entity. In such event, the shareholders of the
Company would retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such shareholders.

As part of our investigation, Company
management will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and take other reasonable
investigative measures, to the extent of the Companys limited financial resources
and management expertise.

The manner in which each Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of the
opportunity, and the relative negotiating strength of the Company and such other
management. With respect to any mergers or acquisitions, negotiations with target company
management will be expected to focus on the percentage of the Company that target company
shareholders would acquire in exchange for their shareholdings in the target company.
Depending upon, among other things, the target companys assets and liabilities, the
Companys shareholders will in all likelihood hold a lesser percentage ownership
interest in the Company following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company acquires a target company
with substantial assets. Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares held by the
Companys then shareholders.

# Operation of Business
After Acquisition.

The Companys operation
following its merger or acquisition of a business will be dependent on the nature of the
business and the interest acquired. The Company is unable to determine at this time
whether the Company will be in control of the business or whether present management will
be in control of the Company following the acquisition. It may be expected that the
business will present various challenges that cannot be predicted at the present time.

# Government Regulation.

The Company cannot anticipate the
government regulations, if any, to which the Company may be subject until it has acquired
an interest in a business. The use of assets to conduct a business that the Company may
acquire could subject it to environmental, public health and safety, land use, trade, or
other governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the extent of the
limited resources of the Company, the effects of such government regulation on the
prospective business of the Company. In certain circumstances, however, such as the
acquisition of an interest in a new or start-up business activity, it may not be possible
to predict with any degree of accuracy the impact of government regulation.

---

# Competition.

The Company will be involved in
intense competition with other business entities, many of which will have a competitive
edge over the Company by virtue of their stronger financial resources and prior experience
in business. There is no assurance that the Company will be successful in obtaining
suitable business opportunities.

# Employees.

The Company currently has no
employees. Our executive officer devotes as much time to the affairs of the Company as he
deems appropriate. Management of the Company uses consultants, attorneys, and accountants
as necessary, and does not anticipate a need to engage any full-time employees as long as
business needs are being identified and evaluated. The need for employees and their
availability will be addressed in connection with a decision concerning whether or not to
acquire or participate in a specific business venture.

# Reports to Security
Holders.

The Companys annual report will
contain audited financial statements. The Company is not required to deliver an annual
report to security holders and will not voluntarily deliver a copy of the annual report to
the security holders unless requested by same. The Company files all of its required
information with the Securities and Exchange Commission (SEC).

The public may read and copy any
materials that are filed by the Company with the SEC at the SECs Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
statements and forms filed by the Company with the SEC have also been filed electronically
and are available for viewing or copy on the SEC maintained Internet site that contains
reports, proxy and information statements, and other information regarding issuers that
file electronically with the SEC. The Internet address for this site can be found at
http://www.sec.gov.

# Board of Directors
Committees

The board of directors has not yet
established an audit committee or a compensation committee. An audit committee typically
reviews, acts on and reports to the board of directors with respect to various auditing
and accounting matters, including the recommendations and performance of independent
auditors, the scope of the annual audits, fees to be paid to the independent auditors, and
internal accounting and financial control policies and procedures. Certain stock exchanges
currently require companies to adopt a formal written charter that establishes an audit
committee that specifies the scope of an audit committees responsibilities and the
means by which it carries out those responsibilities. In order to be listed on any of
these exchanges, we will be required to establish an audit committee.

The board of directors has not yet
established a compensation committee.

Directors currently are not
reimbursed for out-of-pocket costs incurred in attending meetings and no director receives
any compensation for services rendered as a director. It is likely that we will adopt a
provision for compensating directors in the future.

---

# ITEM 2. DESCRIPTION OF
PROPERTY

The Company currently maintains its
offices at 1818-1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3.
The Company pays no rent for the use of this address. The Company does not believe that it
will need to maintain an office at any time in the foreseeable future in order to carry
out the plan of operation described herein.

# ITEM 3. LEGAL PROCEEDINGS

The Company is currently not a party
to any pending legal proceeding.

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

No matters were submitted to a vote
of security holders during the fourth quarter of the period covered by this report.

# PART II

The Companys common stock has been
quoted on the Over the Counter Bulletin Board, under the symbol, NTHR.OB since
October 3, 2002. Trading in the common stock has been limited and sporadic and the
quotations set forth below are not necessarily indicative of actual market conditions.
Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or
commission, and may not necessarily reflect actual transactions.

`-------------- -------------------------- --------------------- --------------------
                Year           Quarter Ended              High                  Low
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2003           November 30                $0.32                 $0.11
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               August 31                  $0.53                 $0.17
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               May 31                     $1.00                 $0.40
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               February 28                $1.60                 $0.95
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2002           November 30                $1.69                 $0.98
                -------------- -------------------------- --------------------- --------------------`

# Record Holders

As of December 14, 2003, there were
approximately 21 shareholders of record holding a total of 12,543,871 shares of common
stock. The holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common stock
have no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the common
stock.

---

# Dividends

The Company has not declared any cash
dividends since inception and does not anticipate paying any dividends in the foreseeable
future. The payment of dividends is within the discretion of the board of directors and
will depend on the Companys earnings, capital requirements, financial condition, and
other relevant factors. There are no restrictions that currently limit the Companys
ability to pay dividends on its common stock other than those generally imposed by
applicable state law.

# Recent Sales of
Unregistered Securities

On August 31, 2003 the Company
authorized the issuance of 838,710 shares of common stock to Noni Wee in exchange for debt
settlement in the amount of $260,000 plus interest incurred as the result of loans made to
the Company evidenced by promissory notes in 2002, 2001, 2000 and 1999, relying on
exemptions provided by Section 4(2) and Regulation S of the Securities Act.

The Company made this offering based
on the following factors: (1) the issuance was an isolated private transaction by the
Company which did not involve a public offering; (2) there was only one offeree who was
issued the Companys stock in exchange for debt settlement; (3) the offeree stated an
intention not to resell the stock and has continued to hold it since it was acquired; (4)
there were no subsequent or contemporaneous public offerings of the stock; (5) the stock
was not broken down into smaller denominations; and (6) the negotiations that lead to the
issuance of the stock took place directly between the offeree and the Company.

Regulation S provides generally that
any offer or sale that occurs outside of the United States is exempt from the registration
requirements of the Securities Act, provided that certain conditions are met. Regulation S
has two safe harbors. One safe harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to contract, their respective
affiliates, and persons acting on behalf of any of the foregoing (the issuer safe
harbor), and the other applies to resales by persons other than the issuer,
securities professionals involved in the distribution process pursuant to contract, their
respective affiliates (except certain officers and directors), and persons acting on
behalf of any of the forgoing (the resale safe harbor). An offer, sale or
resale of securities that satisfied all conditions of the applicable safe harbor is deemed
to be outside the United States as required by Regulation S. The distribution compliance
period for shares sold in reliance on Regulation S is one year.

The Company complied with the
requirements of Regulation S by having no directed selling efforts made in the United
States, by selling only to an offeree who was outside the United States at the time the
debt settlement agreement originated, and ensuring that the person to whom the stock was
issued was a non-U.S. person with an address in a foreign country.

On August 31, 2003 the Company
authorized the issuance of 645,161 shares of common stock to Chaim Ai Nogh in exchange for
debt settlement in the amount of $200,000 plus interest incurred as the result of loans
made to the Company evidenced by a promissory note in 2001, relying on exemptions provided
by Section 4(2) and Regulation S of the Securities Act.

---

The Company made this offering based
on the following factors: (1) the issuance was an isolated private transaction by the
Company which did not involve a public offering; (2) there was only one offeree who was
issued the Companys stock in exchange for debt settlement; (3) the offeree stated an
intention not to resell the stock and has continued to hold it since it was acquired; (4)
there were no subsequent or contemporaneous public offerings of the stock; (5) the stock
was not broken down into smaller denominations; and (6) the negotiations that lead to the
issuance of the stock took place directly between the offeree and the Company.

The Company complied with the
requirements of Regulation S by having no directed selling efforts made in the United
States, by selling only to an offeree who was outside the United States at the time the
debt settlement agreement originated, and ensuring that the person to whom the stock was
issued was a non-U.S. person with an address in a foreign country.

# ITEM 6 MANAGEMENTS PLAN
OF OPERATION

# Plan of Operations

The Companys plan of operation
for the coming year, as discussed above, is to identify and acquire a favorable business
opportunity. The Company does not plan to limit its options to any particular industry,
but will evaluate each opportunity on its merits.

The Company has not yet entered into
any agreement, nor does it have any commitment or understanding to enter into or become
engaged in any transaction, as of the date of this filing.

# Liquidity and Capital
Resources

As of August 31, 2003, the Company
had no significant assets. Management believes that the Company does not have sufficient
resources to meet the anticipated needs of the Companys operations through the
calendar year ending August 31, 2004 and will have to rely on its major shareholders to
contribute sufficient funds to satisfy the cash needs of the Company. However, there can
be no assurances to that effect, as the Company has not agreement in place with any of its
shareholders to provide funding and no revenues. Further, the Companys need for
capital may change dramatically if it acquires an interest in a business opportunity
during that period. Further, the Company has no plans to raise additional capital through
private placements or the public registration of its securities until a merger or
acquisition candidate is identified. The Company projects that if no acquisition candidate
is found for the Company within the next twelve months its operating requirements will not
exceed $10,000.

The Company in an effort to reduce
outstanding liabilities, successfully converted debt of $544,225 incurred from promissory
notes held by shareholders of the Company to 1,483,871 shares of the Companys common
stock.

---

# Going Concern

The Companys audit expressed
substantial doubt as to the Companys ability to continue as a going concern as a
result of reoccurring losses, lack of revenue generating activities and an accumulated
deficit of $818,796 as of August 31, 2003. The Companys ability to continue as a
going concern is subject to the ability of the Company to realize a profit from operations
and /or obtain funding from outside sources. Managements plan to address the
Companys ability to continue as a going concern includes: (1) obtaining funding from
private placement sources; (2) obtaining additional funding from the sale of the
Companys securities; (3) establishing revenues from a suitable business opportunity;
(4) obtaining loans and grants from various financial institutions where possible.
Although management believes that it will be able to obtain the necessary funding to allow
the Company to remain a going concern through the methods discussed above, there can be no
assurances that such methods will prove successful.

# ITEM 7. FINANCIAL
STATEMENTS

The Companys financial
statements for the fiscal year ended August 31, 2003 are attached hereto as pages F-1
through F-11.

---

# NEWTECH RESOURCES LTD.

# (A Development Stage
Company)

# FINANCIAL STATEMENTS

# August 31, 2003 and
2002

---



`Page

Independent Auditors' Report of Jones Simkins LLP                                    F-2

Independent Auditors' Report of Bingham and Company
 Chartered Accounts                                                                  F-3

Balance Sheet                                                                        F-4

Statements of Operations                                                             F-5

Statements of Stockholders' Deficit                                                  F-6

Statements of Cash Flows                                                             F-7

Notes to Financial Statements                                                        F-8`

---

# INDEPENDENT
AUDITORS REPORT

To the Stockholders
and Board of Directors of Newtech Resources Ltd.

We have audited the accompanying
balance sheet of Newtech Resources Ltd. (a development stage company), as of August 31,
2003 and the related statements of operations, stockholders deficit, and cash flows
for the year then ended and the cumulative amounts since inception. 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 auditing standards generally accepted in the United States of America. 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 Newtech Resources Ltd. (a development stage company), as of August 31, 2003
and the results of its operations and its cash flows for the years then ended and the
cumulative amounts since inception, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Companys revenue generating
activities are not in place and the Company has incurred a loss. These conditions raise
substantial doubt about its ability to continue as a going concern. Managements
plans regarding those matters also are described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

JONES SIMKINS LLP

Logan, Utah December 8,
2003

---

# BINGHAM &
COMPANY

# Chartered Accountants

|                           | 
|-------------------------- | 
|300 - 1275 West 6th Avenue | 
|Vancouver, BC V6H 1A6      | 

Tel: (604) 734-5454 Fax:
(604) 734-5457

# Auditors Report

To the Shareholders,Newtech
 Resources Ltd.

We
have audited the balance sheets of Newtech Resources Ltd. as at August 31, 2002
and 2001 and the statements of operations (including cumulative loss since inception),
cash flow and shareholders equity for the years then ended. These financial
statements are the responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In
our opinion, these financial statements present fairly, in all material respects, the
financial position of the Company as at August 31, 2002 and 2001 and the results of
its operations, cash flows and shareholders equity in accordance with generally
accepted accounting principles.

The
accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 8 to the financial statements, the
Company has incurred a loss from operations and requires additional capital to continue
operations. These conditions raise substantial doubt about the Companys ability to
continue as a going concern. Managements plan regarding these matters is also
described in Note 8. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

|                            | 
|--------------------------- | 
|Vancouver, British Columbia | 
|September 6, 2002           | 
|                            | 

---

NEWTECH
RESOURCES LTD.

(A
Development Stage Company)

BALANCE
SHEET

August
31, 2003

`ASSETS

Current assets:
Cash                                                                   $             24

Total current assets                                                   $             24


                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued liabilities                               $         39,345

Total current liabilities                                                        39,345

Commitments
                                                                                      -

Stockholders' deficit:
Common stock, $.001 par value, 300,000,000 shares
authorized, 12,543,871 shares issued and outstanding                             12,544
Additional paid-in capital                                                      766,931
Deficit accumulated during the development stage                              (818,796)

Total stockholders' deficit                                                    (39,321)

Total liabilities and stockholders' deficit                            $             24`

---

NEWTECH
RESOURCES LTD.

(A
Development Stage Company)

STATEMENTS
OF OPERATIONS

`Years Ended August 31,             Cumulative
                                                                 2003                2002             Amounts
                                                                 $                  $                   $
Revenue                                                                  -                   -                  -


General and administrative costs                                   137,136             252,690            818,796

               Loss before income taxes                          (137,136)           (252,690)          (818,796)


Provision for income taxes                                               -                   -                  -

               Net loss                                  $       (137,136)  $        (252,690)  $       (818,796)


Loss per common share - basic and diluted                $          (0.01)  $           (0.02)


Weighted average common shares -
   basic and diluted                                            11,064,000          11,060,000`

---

NEWTECH RESOURCES
LTD.

(A Developmental Stage
Company)

STATEMENTS OF
STOCKHOLDERS (DEFICIT) EQUITY

July 27, 1998 ( Date
of Inception) to August 31, 2003

`Deficit
                                                                                                      Accumulated
                                                                                       Additional     During the
                                                              Common Stock              Paid-in      Development
                                                          Shares          Amount        Capital          Stage            Total
Balance at July 27, 1998 (date of inception)                    -       $         -     $      -     $           -       $        -

Issuance of common stock to founders                       2,750,000         2,750             -                 -            2,750

Issuance of common stock                                   8,250,000         8,250        74,250                 -           82,500

Issuance of common stock                                      60,000            60       149,940                 -          150,000


Net loss                                                           -             -             -         (134,464)        (134,464)

Balance at August 31, 1999                                11,060,000        11,060       224,190         (134,464)          100,786

Net loss                                                           -            -             -          (126,944)        (126,944)


Balance at August 31, 2000                                11,060,000        11,060       224,190         (261,408)         (26,158)



Net loss                                                           -             -             -          (167,562)       (167,562)

Balance at August 31, 2001                                11,060,000        11,060       224,190         (428,970)        (193,720)



Net loss                                                           -             -             -         (252,690)        (252,690)

Balance at August 31, 2002                                11,060,000        11,060       224,190         (681,660)        (446,410)


Issuance of common stock for related
 party notes payable
                                                           1,483,871         1,484       542,741                 -          544,225
Net loss
                                                                   -             -             -         (137,136)        (137,136)

Balance at December 31, 2002                              12,543,871  $     12,544  $    766,931     $   (818,796)    $    (39,321)`

---

NEWTECH
RESOURCES LTD.

(A
Development Stage Company)

STATEMENTS
OF CASH FLOWS

`Years Ended August 31,            Cumulative
                                                                        2003              2002             Amounts
Cash flows from operating activities:
Net loss                                                         $      (137,136)         (252,690)          (818,796)
Adjustments to reconcile net loss to net cash
used in operating activities:
Decrease in prepaid expenses                                                                  8,000
                                                                                -                                    -
Increase (decrease) in accounts payable and
 accrued liabilities                                                     (19,380)           114,540            123,570

Net cash used in operating activities                                   (156,516)         (130,150)          (695,226)

Cash flows from investing activities:
                                                                                -                 -                  -

Cash flows from financing activities:
Related party notes payable                                                                 200,000            460,000
                                                                                -
Issuance of common stock                                                                                       235,250
                                                                                -                 -

Net cash provided by financing activities                                                   200,000            695,250
                                                                                -

Net increase (decrease) in cash                                         (156,516)            69,850
                                                                                                                    24

Cash, beginning of period                                                 156,540            86,690
                                                                                                                     -

Cash, end of period                                              $             24            156,540                24`

---

NEWTECH RESOURCES LTD

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2003 and
2002

Note 1 
Organization and Summary of Significant Accounting Policies

Organization

The Company was organized under the
laws of the State of Nevada on July 27, 1998 (date of inception). The Company proposes to
seek business ventures that will allow for long-term growth. Further, the Company is
considered a development stage company as defined in SFAS No. 7 and has not, thus far,
commenced planned principal operations.

Cash and Cash Equivalents

For purposes of the statement of cash
flows, the Company considers all highly liquid investments with a maturity of three months
or less to be cash equivalents.

Income Taxes

Deferred income taxes are provided in
amounts sufficient to give effect to temporary differences between financial and tax
reporting, principally related to net operating loss carryforwards.

Earnings Per Share

The computation of basic earnings per
common share is based on the weighted average number of shares outstanding during the
year.

The computation of diluted earnings
per common share is based on the weighted average number of shares outstanding during the
year plus the common stock equivalents which would arise from the exercise of stock
options and warrants outstanding using the treasury stock method and the average market
price per share during the year. Common stock equivalents are not included in the diluted
earnings per share calculation when their effect is antidilutive. The Company does not
have any stock options or warrants outstanding at August 31, 2003 and 2002.

Concentration of Credit
Risk

The Company maintains its cash in
bank deposit accounts, which, at times, may exceed federally insured limits. The Company
has not experienced any losses in such accounts and believes it is not exposed to any
significant credit risk on cash and cash equivalents.

Note 1 
Organization and Summary of Significant Accounting Policies (continued)

---

NEWTECH RESOURCES LTD

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2003 and
2002

Use of Estimates in the
Preparation of Financial Statements

The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure 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.

Reclassification

Certain amounts in the 2002 financial
statements have been reclassified to conform to the current year presentation.

Note 2  Going
Concern

As of August 31, 2003, the
Companys revenue generating activities are not in place, and the Company has
incurred a loss for the year then ended. These factors raise substantial doubt about the
Companys ability to continue as a going concern.

Management intends to seek additional
funding through debt or equity financing. There can be no assurance that such funds will
be available to the Company, or available on terms acceptable to the Company.

Note 3  Income Taxes

The difference between income taxes
at statutory rates and the amount presented in the financial statements is a result of the
following:

`Years Ended August 31,
                                                                           2003                2002

Income tax benefit at statutory rate                             $        (46,000)           (85,000)
Change in valuation allowance                                              46,000             85,000

                                                                 $          -                   -`

Note 3  Income
Taxes (continued)

Deferred tax assets are as follows at
August 31, 2003:

|                             | 
|---------------------------- | 
|Operating loss carryforwards | 

---

NEWTECH RESOURCES LTD

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2003 and
2002

|                    | 
|------------------- | 
|Valuation allowance | 
|                    | 

The Company has net operating loss
carryforwards of approximately $818,000, which begin to expire in the year 2019. The
amount of net operating loss carryforwards that can be used in any one year will be
limited by significant changes in the ownership of the Company and by the applicable tax
laws which are in effect at the time such carryforwards can be utilized.

Note 4 
Supplemental Cash Flow Information

During the year ended August 31, 2003
the Company issued 1,483,871 shares of common stock in exchange for related party notes
payable and accrued interest of $460,000 and $84,225, respectively.

During the years ended August 31,
2003 and 2002 The Company paid interest of approximately $45,000 and $36,000,
respectively.

No amounts have been paid for income
taxes since inception.

Note 5  Fair Value
of Financial Instruments

The Companys financial
instruments consist of cash and payables. The carrying amount of cash and payables
approximates fair value because of the short-term nature of these items.

Note 6  Related
Party Transactions

During the year ended August 31, 2003
the Company and the former officers of the Company agreed to convert related party notes
payable into common stock (see Note 4).

Note 7  Recent
Accounting Pronouncements

In December 2002, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 148,
Accounting for Stock Based Compensation  Transition and Disclosure, an Amendment to
SFAS 123 (SFAS 148). The new guidance provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of Statement
123 to require prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Statement is effective for fiscal years ending after
December 15, 2002 for transition guidance and annual disclosure provisions. This

---

NEWTECH RESOURCES LTD

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2003 and
2002

statement is not expected to have a
material effect on the Companys financial position or results of operations.

In April 2003, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging (SFAS 149). This
Statement amends and clarifies accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities under SFAS
133. The Statement is effective (with certain exceptions) for contracts entered into or
modified after June 30, 2003. This statement is not expected to have a material effect on
the Companys financial position or results of operations.

In May 2003, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS
150). The Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and equity. The
Statement is effective for financial instruments entered into or modified after May 31,
2003. This statement is not expected to have a material effect on the Companys
financial position or results of operations.

Note 8  Subsequent
Event

The Company had entered into an
agreement with Kaizen Food Corporation for the exclusive rights to market, sell and
distribute certain technology. The agreement required the Company to make certain minimum
payments and periodic royalty payments. On November 25, 2003, the Company was notified by
Kaizen Food Corporation that the agreement was being terminated due to the Company being
in default under the terms of the agreement.

---

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

On November 3, 2003, the Company
dismissed Bingham and Company (Bingham) the principal accountant previously
engaged to audit the Companys financial statements and retained Jones Simkins LLP
(Jones) as the principal accountants to replace Bingham. The Companys
board of directors approved the change of accountants from Bingham to Jones.

The audit reports of Bingham on the
Companys financial statements for the fiscal years ending August 31, 2002 and August
31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles, except
such reports were modified to include an explanatory paragraph for a going concern
uncertainty.

In connection with the audits of the
fiscal years ending August 31, 2002 and August 31, 2001 including the subsequent interim
periods since engagement through November 3, 2003, the date of dismissal, the Company had
no disagreements with Bingham with respect to accounting or auditing issues of the type
discussed in Item 304(a)(iv) of Regulation S-B. Had there been any disagreements that were
not resolved to their satisfaction, such disagreements would have caused Bingham to make
reference in connection with their opinion to the subject matter of the disagreement. In
addition, during that time there were no reportable events (as defined in Item
304(a)(1)(iv) of Regulation S-B).

During the fiscal years ending August
31, 2002 and August 31, 2001 including the subsequent interim periods since engagement
through November 3, 2003, the date of Binghams dismissal, and prior to the
appointment of Jones, the Company (or anyone on its behalf) did not consult with Jones
regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of
Regulation S-B. Since there were no disagreements or reportable events (as defined in Item
304(a)(2) of Regulation S-B), the Company did not consult Jones in respect to these
matters during the time periods detailed herein.

# PART III

# ITEM 9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The officers and directors of the
Company as of December 14, 2003 are as follows:

`Name                           Age     Position

 Ross Wilmot                    59      chief executive officer, chief financial officer and director`

Mr.    
          Wilmot was appointed as an officer and director of the Company on March 31,
          2003. He estimates that he will spend approximately 10 percent of his time,
          approximately 5 hours per week, on the Companys business during the next
          12 months. He also has significant responsibilities with other companies, as
          detailed in the following paragraph. He will serve until an annual meeting of
          the Companys shareholders and his successor is elected and qualified.
          Thereafter, directors will be elected for one-year terms at the annual
          shareholders meeting. Officers will hold their positions at the pleasure of the
          board of directors, absent any employment agreement.

---

Mr.    
          Wilmot is a Chartered Accountant. He serves in the following capacities with
          other companies: ASP Ventures, a public shell company, director and president
          (from January 1999 to present), ComCam, Inc., a public telecommunications
          technology company, director and secretary (from March 2001 to present), CTF
          Technologies, Inc., a public fleet management systems company, director and
          chief financial officer (from July 1996 to present), Intacta Technologies, Inc.,
          a public telecommunications software company, director (October 1997 to
          present), and chief financial officer (October 1997 to May 2001), Multivision
          Communications Corp., a public cable company, director (August 1995 to June
          2001) and chief financial officer (August 1995 to present), Newtech Resources, a
          public biotechnology development company, director and chief executive officer
          (March 2003 to present), Orex Ventures, Inc., a public mineral resource
          exploration company, director and chief executive officer (May 2001 to present),
          Orko Gold Corp., a public mineral resource exploration company, director (May
          1997 to present), chief executive officer (May 2001 to November 2003) and chief
          financial officer (November 2003 to present), Quantum Power Corporation, a
          public shell company, director and chief executive officer (March 2001 to
          present), Sudamet Resources, Ltd., a public mineral resource exploration
          company, director and chief executive officer (April 2001 to present), Verb
          Exchange, Inc., a public communications company, director and chief executive
          officer (June 2002 to present), Paloma Ventures, Inc., a public mineral resource
          exploration company, director (April 1996 to August 2002), chief executive
          officer (April 1996 to August 2002) and secretary (April 1996 to April 1999),
          Briyante Software Corp., a public software company director (January 1999 to
          June 2003)and chief executive officer (March 2001 to June 2003), Breckenridge
          Resources, Ltd., a public mineral resource exploration company, director
          (February 1999-June 2003) and vice-president of finance (January 1995 to
          February 1999), Earth Star Diamonds, Ltd., a public mineral resources
          exploration company, director and chief executive officer (June 2003 to November
          2003), Neuer Kapital Corp. a public mineral resources exploration company,
          director (April 1997 to August 2003) and chief financial officer (January 1997
          to August 2003), Imagis Technologies, Inc., a public software technology
          development company, chief financial officer (February 1999 to August 2002),
          Radical Elastomers, Inc., a public plastics manufacturer, director April 1997 to
          June 2002) and vice president of finance (June 1996 to December 2000), Starsoft,
          Inc., a public shell company, director and chief executive officer September
          2003 to November 2003).

# Compliance with Section
16(a) of the Exchange Act

Based solely upon a review of Forms
3, 4 and 5 furnished to the Company, the Company is aware of the following individuals or
entities who during the period ended August 31, 2003 were directors, officers, or
beneficial owners of more than ten percent of the common stock of the Company, and who
failed to file, on a timely basis, reports required by Section 16(a) of the Securities
Exchange Act of 1934.

Ross Wilmot failed to file a Form 3
or Form 5 despite his appointment as a director and officer of the Company on March 31,
2003.

Terry Woo failed to file a Form 3 or
Form 5 despite his appointment as a director and officer of the Corporation on July 27,
1998. Mr. Woo resigned as an officer and director on March 31, 2003.

Chui Keung Ho failed to file a Form 3
or Form 5 despite his appointment as a director and officer of the Corporation on
September 30, 2000. Mr. Ho resigned as an officer on March 31, 2003 and as a director on
July 31, 2003.

---

# ITEM 10. EXECUTIVE
COMPENSATION

The following table provides summary
information for the years 2003, 2002 and 2001 concerning cash and non-cash compensation
paid or accrued by the Company to or on behalf of the chief executive officer and the only
other employee to receive compensation in excess of $100,000.

`SUMMARY COMPENSATION TABLE

-------------------------------- ---------------------------------- -------------------------------------------------------
                                            Annual Compensation                     Long Term Compensation
                                                                    -------------------------------------------------------
------------------------------------------------------------------- ---------------------------- --------------------------
                                                                              Awards                      Payouts
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
                                                                                    Securities
                                                                     Restricted     Underlying
                                                     Other Annual       Stock        Options     LTIP         All Other
   Name and Principal             Salary    Bonus    Compensation     Award(s)         SARs       payouts    Compensation
        Position          Year     ($)       ($)         ($)             ($)           (#)          ($)          ($)
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
      Ross Wilmot,        2003      -         -           -               -             -            -            -
    Chief Executive       2002      -         -           -               -             -            -            -
     Officer, Chief       2001      -         -           -               -             -            -            -
   Financial Officer
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
       Terry Woo*         2003      -         -           -               -             -            -            -
    Chief Executive       2002      -         -           -               -             -            -            -
     Officer, Chief       2001      -         -           -               -             -            -            -
   Financial Officer
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------`

*Mr. Woo resigned as a
director and officer of the Company on March 31, 2003.

# Compensation of Directors

The Companys director is not
currently compensated for his service as a director of the Company.

# ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth
certain information regarding the beneficial ownership of the stock of the Company as of
December 14, 2003, by each shareholder who is known by the Company to beneficially own
more than 5% of the outstanding common stock, by each director, and by all executive
officers and directors as a group.

`-------------------- ---------------------------------- ------------------------------------ -----------------------
  Title of Class      Name and Address of Beneficial      Amount and nature of Beneficial       Percent of Class
                                 Ownership                           Ownership
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock                 Ross Wilmot                              0                             0%
-------------------- ---------------------------------- ------------------------------------ -----------------------
-------------------- ---------------------------------- ------------------------------------ -----------------------
   Common Stock         All Executive Officers and                       0                             0%
                           Directors as a Group
-------------------- ---------------------------------- ------------------------------------ -----------------------`

# ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer,
nominee for election as a director of the Company, owner of five percent of more of the
Companys outstanding shares, or member of their immediate family, has entered into
any related transaction during the last two years.

---

# ITEM 13. EXHIBITS AND
REPORTS ON FORM 8-K

`(a)           Exhibits.  Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning
              on page 16 of this Form 10-KSB, which is incorporated herein by reference.

(b)           Reports on Form 8-K.  The Company filed no Form 8K's during the last quarter of the period covered by this Form 10-KSB.`

# ITEM 14. CONTROLS AND PROCEDURES

The Companys president acts
both as the Companys chief executive officer and chief financial officer and is
responsible for establishing and maintaining disclosure controls and procedures for the
Company.

(a) Evaluation of
Disclosure Controls and Procedures

Based on his evaluation as of August
31, 2003, the chief executive officer and chief financial officer has concluded that the
Companys disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that
information required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission.

(b) Changes in Internal
Controls

Based on his evaluation as of August
31, 2003, the chief executive officer and chief financial officer has concluded that there
were no significant changes in the Companys internal controls over financial
reporting or in any other areas that could significantly affect the Companys
internal controls subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

---

# SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, this 14th day of December 2003
<PRE>

Newtech
Resources, Ltd.

/s/
Ross Wilmot

Ross
Wilmot, Chief Executive Officer, Chief Financial Officer andDirector

In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

`Signature                                Title                                          Date
/s/ Ross Wilmot                          Director                                       December 14, 2003
Ross Wilmot`

---

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                               
|----------- | -------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the
                      Commission on October 16, 2001).                                                                               
|3(ii)       | *        | By-laws of the Company (incorporated by reference to the Form 10-SB filed with the Commission on October 16,
                      2001).                                                                                                 
|10(i)       | *        | Option Agreement between the Company and Kaizen Food Corporation (incorporated by reference to the
                      Form 10-SB filed with the Commission on October 16, 2001).                                                       
|10(ii)      | *        | Amended Option Agreement between the Company and the Kaizen Food Corporation (incorporated by reference to the
                      Form 10-SB/A filed with the Commission on June 3, 2002).                                             
|10(iii)     | Attached | Debt Settlement Agreement between the Company and Noni Wee.                                                                                                                                                                               
|10(iv)      | Attached | Debt Settlement Agreement between the Company and Chaim Ai Ngoh.                                                                                                                                                                          
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to
       Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer
      pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.