TABLE OF CONTENTS



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|PART I.   |                                                                                                      |  |  |     
|          | Item     1.     Description of Business                                                              |  |  | 3    | 
|          | Item     2.     Description of Property                                                              |  |  | 6    | 
|          | Item     3.     Legal Proceedings                                                                    |  |  | 6    | 
|          | Item     4.     Submission of Matters to a Vote of Security Holders                                  |  |  | 6    | 
|PART II.  |                                                                                                      |  |  |     
|          | Item     5.     Market for Common Equity and Related Stockholder Matters                             |  |  | 6    | 
|          | Item     6.     Management's Plan of Operation                                                       |  |  | 7    | 
|          | Item     7.     Financial Statements                                                                 |  |  | 8    | 
|          | Item     8.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  |  | 9    | 
|          | Item     8A.  Controls and Procedures                                                                |  |  | 9    | 
|          | Item     8B.  Other Information                                                                      |  |  | 9    | 
|PART III. |                                                                                                      |  |  |     
|          | Item     9.        Directors and Executive Officer                                                   |  |  | 9    | 
|          | Item     10.     Executive Compensation                                                              |  |  | 11   | 
|          | Item     11.     Security Ownership of Certain Beneficial Owners and Management                      |  |  | 12   | 
|          | Item     12.     Certain Relationships and Related Transactions                                      |  |  | 12   | 
|          | Item     13.     Exhibits                                                                            |  |  | 12   | 
|          | Item     14.     Principal Accountant Fees and Services                                              |  |  | 12   | 
|          | Signatures                                                                                           |  |  | 14   | 
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### 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)     | *        | Debt Settlement Agreement between the Company and Noni Wee dated August 31, 2003 (incorporated by reference to the Form 10-KSB
 filed with the Commission on December 15, 2003)                                              
|10(iv)      | *        | Debt Settlement Agreement between the Company and Chaim Ai Ngoh dated August 31, 2003 (incorporated by reference to the Form
 10-KSB filed with the Commission on December 15, 2003)                                         
|10(v)       | *        | The 2004 Benefit Plan of Newtech Resources Ltd. dated April 19, 2004 (Incorporated by reference from the Form S-8 filed with the
Commission on April 26, 2004).                                                              
|14          | Attached | Code of Ethics adopted October 24, 2004                                                                                                                                                                                      
|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 200
|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