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

                               FORM 10-KSB

[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

            For the fiscal year ended December 31, 2003, or

[ } TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                       Commission File No.0-32327


                          CYOKONOS CORPORATION
               (formerly known as Cyokaras Corporation)
            (Name of Small Business Issuer in its charter)

         Nevada                                           91-1953719
(State of Incorporation)                            (IRS Employer ID. No.)

  2223 Hayman Road, Kelowna, British Columbia, Canada      V1Z 1Z6
      (Address of Principal Executive Offices)            (Zip Code)

    Issuer's telephone number, including area code: (250) 769-0130

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

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

                Common Stock, par value $0.001 per share
                             (Title of Class)

   Check whether the issuer: (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] No

   Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained herein, and 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. [x]

   The issuer's revenues for its most recent fiscal year were $0.

   The aggregate market value of the common equity held by non-affiliates
(for the purposes of this calculation only, directors, executive officers and
principle controlling shareholders of the registrant are deemed to be
affiliates of the registrant) computed by reference to the price at which the
issuer's common stock was sold, based on the average of bid and asked prices
on March 29, 2004, was $2,928,000.

   As of March 24, 2004 there were 27,230,000 shares of common stock
outstanding and no other outstanding classes of a common equity security.

   Transitional Small Business Disclosure Format (check one):Yes   No[x]


                        FORWARD-LOOKING STATEMENTS

   This Report contains certain forward looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) and
information relating to Cyokonos Corporation that is based on the beliefs of
our management, as well as assumptions made by and information currently
available to our management. When used in this Report, the words "estimate,"
"project," "believe," "anticipate," "hope," "intend," "expect," and similar
expressions are intended to identify forward looking statements, although not
all forward looking statements contain these identifying words. Such
statements reflect our current views with respect to future events and are
subject to unknown risks, uncertainties, and other factors that may cause
actual results to differ materially from those contemplated in such forward
looking statements. Such factors include the risks described in Item 1.
Description of Business; Risk Factors and elsewhere in this Report and, among
others, the following: general economic and business conditions, both
nationally, internationally, and in the regions in which we operate;
catastrophic events, including acts of terrorism; the success of our
technology; relationships with and events affecting third parties;
demographic changes; existing government regulations, and changes in, or the
failure to comply with, government regulations; competition; changes in
business strategy or development plans; the cost of pursuing new business
initiatives; technological developments and difficulties; the availability
and terms of capital to fund the expansion of our businesses; and other
factors referenced in this Report. Readers are cautioned not to place undue
reliance on these forward looking statements, which speak only as of the date
hereof. We do not undertake any obligation to publicly release any revisions
to these forward looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.

                                PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

   Cyokonos Corporation (the "Company") was incorporated as a Nevada
corporation on February 16, 1999, for the initial purpose of developing
and/or exploiting a strategic business plan within the area of minerals
exploration and remote sensing. The business plan, in summary, had a primary
focus of exploiting the potential development of new airborne sensor
technology to be used in the search and remote sensing for natural resources
and related deposits, such as precious minerals, oil and gas, and aquifers.

   For the fiscal year ending December 31, 2003, the Company was headed up by
its sole officer and director, Mr. Ronald McIntire. Through the fiscal year
ending December 31, 2003, the Company has not commenced any commercial
operations or material operating activities and had no revenues or income
from the date of inception through the end of this fiscal year. As of
December 31, 2003, the Company had no full-time employees and owned no real
estate.

   On November 5, 2003, the Board of Directors of the Company approved the
acquisition of EPOD International Inc. ("EPOD") a privately held company
organized under the laws of the Bahamas ("Acquisition"). EPOD owns the
worldwide rights to certain patent-pending technology that reportedly
improves the efficiency of electrical power usage. The Acquisition was
completed pursuant to an Exchange Agreement executed on January 13, 2004,
with the issuance of 18,000,000 common shares of Cyokonos, at a par value of
$.001 per share, to the shareholders of EPOD.

   Due to the Acquisition and the issuance of 18,000,000 common shares, the
new shareholders of Cyokonos (former shareholders of EPOD) have majority
voting control of Cyokonos and the Cyokonos has ceased its current business
plan and adopted the business plan of EPOD.

BUSINESS OF THE COMPANY

   Cyokonos Corporation is a development stage Company. With the January 13,
2004 Acquisition, the Company's goal is to now become an international force
in the production, licensing and sales of innovative, energy management,
electronic technology.  Careful, synergetic partnerships and outside
investment will be directed towards fulfilling this mission.  The Company is
in development of certain patent-pending electrical technology that it is
calling the "Energy Pod," which may exist in one form as an integrated
circuit chip transportable across many different markets and applications.
The Energy Pod reportedly manages and manipulates electrical energy. The net
result is that utilization of DC electrical power becomes significantly more
efficient. Laboratory tests have shown increased efficiency in the order of
20-30% depending on the load and source. There have been some preliminary
results on tests with AC power.

   The technology relies on a patent-pending form of energy management where
electrical energy potential is created whenever energy is consumed or
produced.  The technology itself can sit in a "black box" or integrated
circuit chip.  One model tested for electric bicycles and scooters is about
the size of a credit card. The Company is also developing other innovative
products, with synergetic technologies, such as laptop computer batteries.
However, the Company currently does not have a marketable product.

   The Company, over the next year, anticipates that it will raise financing
through equity and certain government grant opportunities and tax advantages.
The emphasis will be on focused research and development and marketing to
produce Energy Pod related products with the potential to maximize revenue
and time to market. Manufacturing of the final product can be done in house
or contracted out.  Infrastructure will be kept to a minimum with focused
budgets.

   The Company's principal place of business is currently located at 2223
Hayman Road, Kelowna, British Columbia, Canada V1Z 1Z6. The Company is
authorized to issue up to 75,000,000 common shares, par value $0.001.

MARKET

   Preliminary market studies have been based on certain products with a
strong emphasis on electric vehicles and particularly electrical bicycles.
This area is where the current research and development is complete with
miniaturization, costing and independent engineering verification.  Time to
market is based on the duration of independent testing and tool up to
production. The Company believes that there is a large market in retrofitting
several types of battery-powered vehicles and other sources. However,
anywhere a DC power source is utilized could be a potential market for the
Company's technology.

EMPLOYEES

  The Company had 0 employees as of December 31, 2003.

RISK FACTORS

   The Company faces a number of risks and uncertainties that could cause
actual results or events to differ materially from those contained in any
forward-looking statement. Additional risks and uncertainties not presently
known to the Company or that are currently deemed to be immaterial may also
impair the Company's business operations. Factors that could cause or
contribute to such differences include, but are not limited to, the
following:

We May Be Unable To Meet Our Future Capital Requirements.

   We may require additional capital to finance expansion or growth at levels
greater than our current business plan. Because of the uncertainties in
raising additional capital, there can be no assurance that we will be able to
obtain the necessary capital to finance our growth initiatives. Insufficient
capital will require us to delay or scale back our proposed development
activities.

We Have A Limited Operating History.

        We commenced operations in November 1999 and adopted our current
business plan in January 2004. Accordingly, we have a limited operating
history and our business strategy may not be successful. Our failure to
implement our business strategy or an unsuccessful business strategy could
materially adversely affect our business, financial condition and operating
losses.

We Depend On Key Personnel To Maintain Our Success.

   Our success depends substantially on the continued services of our
directors, executive officers and key employees, in particular Michael
Matvieshen, L. Mark Roseborough and certain other executive officers. The
loss of the services of any of our key executive officers or key employees
could harm our business. None of our key executive officers or key employees
currently has a contract that guarantees their continued employment by us.
There can be no assurance that any of these persons will remain employed by
us or that these persons will not participate in businesses that compete with
us in the future.

Our Products May Not Have Marketable Value.

   We do not currently have a marketable product and the new and advanced
products that we are developing are not fully tested and therefore, there is
no guarantee of a marketable product.

Proprietary Technology.

   Our business plan is based on proprietary and patent-pending technology.
There is no guarantee that patents will be granted and we face risk of claims
that we have infringed third parties intellectual property rights.  These may
result in costly litigation or the invalidation of property rights on which
we depend.

Technological Change.

   The market for products and services in the electrical technology industry
is characterized by rapid change, evolving industry standards and frequent
introductions of new technological developments. These new standards and
developments could make our existing or future products or services obsolete.
Our keeping pace with the introduction of new standards and technological
developments could result in additional costs or prove difficult or
impossible. The failure to keep pace with these changes and to continue to
enhance and improve the responsiveness, functionality and features of our
services could harm our ability to attract and retain customers and markets.

United States Participation in a War or Military or Other Actions; Terrorism.

   Involvement in a war or other military action or acts of terrorism may
cause significant disruption to commerce throughout the world. To the extent
that such disruptions result in 1) delays or cancellations of customer
orders, 2) a general decrease in consumer spending on certain technology, 3)
our inability to effectively market and distribute our products, or 4) our
inability to access capital markets, our business and results of operations
could be materially and adversely affected. We are unable to predict whether
the involvement in a war or other military action will result in any long
term commercial disruptions or if such involvement or responses will have any
long term material adverse effect on our business, results of operations, or
financial condition.

We May Issue Shares Of Common Stock In The Future.

   Our certificate of incorporation authorizes the issuance of 75,000,000
shares of common stock. The future issuance of all or part of the remaining
authorized common stock may result in substantial dilution in the percentage
of our common stock held by our existing stockholders. Also, any stock we
sell in the future may be valued on an arbitrary basis by us and the issuance
of shares of common stock for future services, acquisitions or other
corporate actions may have the effect of diluting the value of the shares
held by existing shareholders.

ITEM 2. DESCRIPTION OF PROPERTY

   The Company owns no property. Its office space is provided at no charge by
the President of the Company, Mr. L. Mark Roseborough. This office
arrangement is considered adequate for current and short-term operations of
the Company.  If, and when, the Company's future plans require additional
space as its development and strategic business plan proceeds, the Company
could be easily relocated to another location in the immediate area at
competitive rents.

ITEM 3. LEGAL PROCEEDINGS

   The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

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

   There have been no matters submitted to the security holders for a vote
through the fiscal year ended December 31, 2003.

<PAGE>
                                 PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A. Market for Common Stock

   The Company's common stock is not traded on a national securities exchange
or the NASDAQ Stock Market. The common stock has been quoted on the OTC
Bulletin Board under the symbol "CYOK" since November 2001. The range of high
and low bid prices on the OTC Bulletin Board during each fiscal quarter, as
reported by Bloomberg L.P., is as follows:

   Quarter Ended                             High       Low
   -------------                            -----      ----
   December 31, 2001                       $ 0.50    $ 0.01
   March 31, 2002                          $ 0.85    $ 0.50
   June 30, 2002                           $ 1.25    $ 0.65
   September 30, 2002                      $ 1.20    $ 0.55
   December 31, 2002                       $ 1.05    $ 0.55
   March 31, 2003                          $ 0.00    $ 0.00
   June 30, 2003                           $ 0.00    $ 0.00
   September 30, 2003                      $ 0.00    $ 0.00
   December 31, 2003                       $ 0.99    $ 0.40

"Penny Stock" Rules

   The Company's common stock is a "penny stock" which is subject to
Rule 15g-9 under the Securities Exchange Act of 1934. It is considered penny
stock because it is not listed on a national exchange or NASDAQ, its bid
price is below $5.00 per share, has net tangible assets of less than
$5,000,000, and average annual revenue has not exceeded $6,000,000 in the
past three years.

   As a result, broker-dealers must comply with additional sales practices
requirements. Broker-dealers must determine that the investment is suitable
for the buyer and receive the buyer's written agreement to the transaction
before they can sell the Company's common stock to buyers who are not the
broker-dealer's established customers or institutional accredited investors.
In addition, broker-dealers must deliver to the buyer before the transaction
a disclosure schedule which explains the penny stock market and its risks,
discloses the commissions to be paid to the broker-dealer, discloses the
stock's bid and offer quotations, and discloses if the broker-dealer is the
sole market maker in the stock.

B. Holders of Record

   As of March 29, 2004, the Company had 48 holders of record of its shares
of common stock, excluding shares held by broker-dealers, with an approximate
total of 50 shareholders.

C. Dividends

     The Company has not paid any cash dividends and does not anticipate that
it will pay cash dividends on in the foreseeable future.  Payment of cash
dividends is within the discretion of the Board of Directors and will depend,
among other factors, upon earnings, financial condition and capital
requirements.  There are no restrictions on the payment of dividends.

D. Securities Authorized for Issuance under Equity Compensation Plans

                  EQUITY COMPENSATION PLAN INFORMATION
                           (December 31, 2003)

                     # of Securities   Weighted-Average   # of Securities
                     to be issued      exercise price of  remaining available
                     upon exercise of  outstanding        for future issuance
                     outstanding       options, warrants  under equity
                     options warrants  and rights         compensation
Plan Category        and rights                           plans
-------------        ----------------  -----------------  -------------------
Equity compensation
plans approved by
security holders        (1)               $0.00             0

Equity compensation
plans not approved
by security holders     (1)               $0.00             0

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

(1) The Company does not currently have any approved or non-approved equity
    compensation plans.

E. Unregistered Securities Sales (Not Previously Disclosed)

Common Stock

   There were no sales or issuances of these securities during the fiscal
year ended December 31, 2003.  All other unregistered common stock issuances
for this fiscal year have been previously disclosed in the Company's
disclosures on Forms 10-QSB.

Warrants

   There were no sales or issuances of these securities during the fiscal
year ended December 31, 2003.

Options

   There were no issuances of options to purchase unregistered common stock
during the fiscal year ended December 31, 2003.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

   The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the consolidated
financial statements and related notes, which are included herein. This
report contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from
those indicated in the forward-looking statements.

Overview

   Cyokonos Corporation (the "Company") was incorporated as a Nevada
corporation on February 16, 1999, for the initial purpose of developing
and/or exploiting a strategic business plan within the area of minerals
exploration and remote sensing. The business plan, in summary, had a primary
focus of exploiting the potential development of new airborne sensor
technology to be used in the search and remote sensing for natural resources
and related deposits, such as precious minerals, oil and gas, and aquifers.

   For the fiscal year ending December 31, 2003, the Company was headed up by
its sole officer and director, Mr. Ronald McIntire. Through the fiscal year
ending December 31, 2003, the Company has not commenced any commercial
operations or material operating activities and had no revenues or income
from the date of inception through the end of this fiscal year. As of
December 31, 2003, the Company had no full-time employees and owned no real
estate.

   On November 5, 2003, the Board of Directors of the Company approved the
acquisition of EPOD International Inc. ("EPOD") a privately held company
organized under the laws of the Bahamas ("Acquisition"). EPOD owns the
worldwide rights to certain patent-pending technology that reportedly
improves the efficiency of electrical power usage. The Acquisition was
completed pursuant to an Exchange Agreement executed on January 13, 2004
through the issuance of 18,000,000 common shares of Cyokonos at a par value
of $.001 per share to the shareholders of EPOD and a cancellation of
3,950,000 common shares held by Ronald McIntire. At that time, Mr. Michael
Matvieshen, President and Founder of EPOD, was elected President of Cyokonos
and appointed to the Board of Directors.

   As of January 13, 2004, due to the Acquisition and the issuance of
18,000,000 common shares, the new shareholders of Cyokonos (former
shareholders of EPOD) have majority voting control of Cyokonos, which ceased
its business plan and adopted the business plan of EPOD.  On January 21,
2004, at a Special Meeting of Shareholders, Mr. L. Mark Roseborough, Mr.
Peter Lacey, Mr. Peter Hipp and Mr. Hans Schroth were elected to serve on the
Board of Directors.  Mr. Ronald McIntire resigned effective January 21, 2004.

Overview of Operations

   Cyokonos Corporation is a development stage Company. As of January 13,
2004, the Company's goal is to become an international force in the
production, licensing and sales of innovative, energy management, electronic
technology.  Careful, synergetic partnerships and outside investment will be
directed towards fulfilling this mission.  The Company is in development of
certain patent-pending electrical technology that it is calling the "Energy
Pod," which may exist in one form as an integrated circuit chip transportable
across many different markets and applications.  The Energy Pod reportedly
manages and manipulates electrical energy. The net result is that utilization
of DC electrical power becomes significantly more efficient. Laboratory tests
have shown efficiency in the order of 20-30% depending on the load and
source. There have been some preliminary results on tests with AC power.
Other innovative technologies and products are being tested on such things as
laptop computer batteries.

   The technology relies on a patent-pending form of energy management where
electrical energy potential is created whenever energy is consumed or
produced.  The technology itself can sit in a "black box" or integrated
circuit chip.  One model tested for electric bicycles and scooters is about
the size of a credit card. The Company is also developing other innovative
products, with synergetic technologies, such as laptop computer batteries.
However, the Company currently does not have a marketable product.

   Preliminary market studies have been based on certain products with a
strong emphasis on electric vehicles and particularly electrical bicycles.
This area is where the current research and development is complete with
miniaturization, costing and independent engineering verification.  Time to
market is based on the duration of independent testing and tool up to
production. The Company believes that there is a large market in retrofitting
several types of battery-powered vehicles and other sources. However,
anywhere a DC power source is utilized could be a potential market for the
Company's technology.

   The Company continues to pursue financing through several different
sources with moderate success to date. The Company is also pursuing certain
government grant opportunities and tax advantages.  These financing efforts
have allowed the Company to continue to operate.  Recent discussions with
certain current and potential investors are promising, which, if consummated,
should allow the Company to pursue its marketing plan more aggressively. The
emphasis will be on focused research and development and marketing to produce
products with the potential to maximize revenue and time to market.
Manufacturing of the final product can be done in house or contracted out.
Infrastructure will be kept to a minimum with focused budgets.

   Its principal place of business is currently located at 2223 Hayman Road,
Kelowna, British Columbia, Canada V1Z 1Z6. The Company is authorized to issue
up to 75,000,000 common shares, par value $0.001.

Critical Accounting Policies and Estimates

   Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates. We base our estimates on historical experience and on other
assumptions that are believed to be reasonable under the circumstances.
Accordingly, actual results could differ from these estimates under different
assumptions or conditions. This section summarizes the critical accounting
policies and the related judgments involved in their application.

(a) Revenue Recognition

   Although the Company currently has no revenues, it will recognize revenue
when services are provided or products are shipped.

(b) Inventories

   Inventories are stated at the lower of cost or market under the first-in,
first-out method. We write down our inventory for estimated obsolescence
equal to the difference between the cost of inventory and the estimated
market value based upon assumptions about future demand and market
conditions.

(c) Financial Instruments

   Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December
31, 2003. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments include
cash and accounts payable. Fair values were assumed to approximate carrying
values for these financial instruments because they are short term in nature
and their carrying amounts approximate fair values.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

   There were no revenues from sales for the year ended December 31, 2003, as
there were no revenues from sales for the year ending December 31, 2002. The
Company sustained a net loss of $6,452 for the period ended December 31,
2003, compared to a net loss of $8,909 for the period ending December 31,
2002.

LIQUIDITY AND CAPITAL RESOURCES

   Our financial statements have been prepared on the going concern basis of
accounting, which contemplates realization of assets and liquidation of
liabilities in the ordinary course of business. During the years ended
December 31, 2003 and 2002, we recorded a net loss of $6,542 and $8,909,
respectively. In addition, we had negative cash flows from operating
activities of $2,027 during the year ended December 31, 2003. At December 31,
2003, we had an accumulated deficit of $21,795.

   As of December 31, 2003, the Company had $85 cash on hand or in the bank
and current liabilities of $3,075.  The Company has been and will continue to
pursue opportunities to raise additional financing through private placements
of both equity and debt securities, and government grants to fund future
growth, however, there is no assurance that it will be successful in these
discussions. Should the Company be unable to raise additional financing, it
cannot assure that it would be able to maintain operations.

OUTLOOK

   The Company has experienced a loss from operations during its development
stage as a result of its investment necessary to achieve its operating plan,
which is long-range in nature. For the period from inception to December 31,
2003, the Company incurred a net loss of $28,870. In addition, the Company
has no significant assets, working capital and stockholder deficits and no
revenue generating operations.  The Company's ability to continue as a going
concern is contingent upon its ability to attain profitable operations by
securing financing and implementing its business plan. In addition, the
Company's ability to continue as a going concern must be considered in light
of the problems, expenses and complications frequently encountered by
entrance into established markets and the competitive environment in which
the Company operates.

   The Company's current cash balance as of December 31, 2003 was $85.00. In
order to advance its business plan to the next phase, the Company will need
to raise additional capital during the forthcoming months. The Company
continues to pursue financing through several different sources with moderate
success to date. These financing efforts have allowed the Company to continue
to operate.  Recent discussions with certain current and potential investors
are promising, which, if consummated, should allow the Company to pursue its
marketing plan more aggressively.

   The Company is immediately targeting approximately $250,000 in financing
for the continued research and development of its products and for general
administrative costs. If no funding is received, the Company will be forced
to rely on funds loaned by the Officers and Directors. The Officers and
Directors have no formal commitments or arrangements to advance or loan funds
to the Company. In such a restricted cash flow scenario, the Company would be
primarily unable to move its business plan forward, and would, instead, delay
all cash intensive activities.  Should the Company be unable to raise
additional financing, it cannot assure that it would be able to maintain
operations.

ITEM 7. FINANCIAL STATEMENTS

   The audited financial statements of the Company and related notes that
have been included in this 10-KSB have been audited by Stark Winter Schenkein
& Co., LLP. They have been so included in reliance upon the opinion of such
accountants given upon their authority as experts in auditing and accounting.

<PAGE>

REPORT OF INDEPENDENT AUDITORS



Stockholders and Board of Directors
Cyokonos Corporation

   We have audited the accompanying balance sheet of Cyokonos Corporation (A
Development Stage Company) as of December 31, 2003, and the related statements
of operations, stockholders' (deficit) and cash flows for each of the years
ended December 31, 2003 and 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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 by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cyokonos Corporation (A
Development Stage Company) as of December 31, 2003, and results of its
operations and its cash flows for each of the years ended December 31, 2003 and
2002, 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 4 to the
financial statements, the Company has suffered losses from operations and is in
the development stage. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to this matter are also discussed in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Stark Winter Schenkein & Co., LLP
------------------------------------------------------
    Stark Winter Schenkein & Co., LLP

Denver, Colorado
March 25, 2004

<PAGE>

                         Cyokonos Corporation
                     (A Development Stage Company)
                            Balance Sheet
                          December 31, 2003

ASSETS

Current Assets:
   Cash                                                     $       85
                                                             =========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable                                          $    1,000
  Due to Affiliate                                               2,075
                                                             ---------
    Total current liabilities                                    3,075
                                                             ---------
Stockholders' (Deficit):
   Common stock, $.001 par value,
    75,000,000 shares authorized,
    9,230,000 shares issued and outstanding                      9,230
   Additional paid in capital                                   16,650
   (Deficit) accumulated during the development stage          (28,870)
                                                             ---------
                                                                (2,990)
                                                             ---------
                                                            $       85
                                                             =========

       See the accompanying notes to the financial statements.

<PAGE>

                           Cyokonos Corporation
                       (A Development Stage Company)
                         Statements of Operations
           For the Years Ended December 31, 2003 and 2002, and
   the Period From Inception (February 16, 1999) to December 31, 2003

                                       Year Ended  Year Ended   Inception to
                                      December 31, December 31, December 31,
                                          2003         2002         2003
                                      -----------  -----------  -----------

Revenue                               $        -   $        -   $        -

Operating expenses:
  General and administrative expenses      6,452        8,909       28,870
                                      -----------  -----------  -----------

Net (loss)                            $   (6,452)  $   (8,909)  $  (28,870)
                                      ===========  ===========  ===========

Per share information- basic and fully diluted

Weighted average shares outstanding    9,230,000    9,520,000    8,486,695

Net (loss) per share                  $    (0.00)  $    (0.00)  $    (0.00)


       See the accompanying notes to the financial statements.

<PAGE>

                             Cyokonos Corporation
                        (A Development Stage Company)
                     Statement of Stockholders' (Deficit)
  For the Period from Inception (February 16, 1999) to December 31, 2003

                                                         (Deficit)
                                                        Accumulated
                                          Additional     During the
                        --Common Stock--   Paid in      Development
                        Shares    Amount   Capital         Stage       Total
                       --------  -------- ----------    -----------   -------
Inception                     -  $      - $        -    $         -   $    -
Shares issued to
 officer at inception 4,000,000     2,000    (2,000)              -        -
Shares issued for cash
 at $.0015 per share  1,920,000     1,920       960               -    2,880
Net (loss) for the period     -         -         -          (1,622)  (1,622)
                       --------  -------- ----------    -----------   -------
Balance
 December 31, 1999    5,920,000     3,920    (1,040)         (1,622)   1,258

Shares issued for cash
 at $.0015 per share  2,000,000     2,000     1,000               -    3,000
Net (loss) for the year       -         -         -          (1,266)  (1,266)
                       --------  -------- ----------    -----------   -------
Balance
 December 31, 2000    7,920,000     5,920       (40)         (2,888)   2,992

Shares issued for cash
 at $.01 per share    1,600,000     1,600    14,400               -   16,000
Reclassification of
 paid in capital              -     2,000    (2,000)              -        -
Net (loss) for the year       -         -         -         (10,621) (10,621)
                       --------  -------- ----------    -----------   -------
Balance
 December 31, 2001    9,520,000     9,520    12,360         (13,509)   8,371

Capital contribution
 of operating expenses        -         -     2,000               -    2,000
Net (loss) for the year       -         -         -          (8,909)  (8,909)
                       --------  -------- ----------    -----------   -------
Balance
December 31, 2002     9,520,000  $  9,520 $   14,360    $   (22,418)  $1,462

Shares retired         (290,000)     (290)       290              -        -
Capital contribution
 of operating expenses        -         -      2,000              -    2,000
Net (loss) for the year       -         -          -         (6,452)  (6,452)
                       --------  -------- ----------    -----------   -------
Balance
 December 31, 2003    9,230,000  $  9,230 $   16,650    $   (28,870) $(2,990)
                      =========  ======== ==========    ============ ========

       See the accompanying notes to the financial statements.

<PAGE>

                            Cyokonos Corporation
                       (A Development Stage Company)
                          Statements of Cash Flows
             For the Years Ended December 31, 2003 and 2002, and
      the Period From Inception (February 16, 1999) to December 31, 2003

                                       Year Ended   Year Ended   Inception to
                                       December 31, December 31, December 31,
                                          2003         2002         2003
                                       -----------  -----------  -----------
Cash flows from operating activities:
Net (loss)                             $   (6,452)  $   (8,909)  $  (28,870)
  Adjustments to reconcile
    net (loss) to net cash
   (used in) operating activities:
     Non-cash capital contribution          2,000        2,000        4,000
     Increase in accounts payable
       and due to affiliate                 2,425          650        3,075
                                       -----------  -----------  -----------
Net cash (used in) operating activities    (2,027)      (6,259)     (21,795)
                                       -----------  -----------  -----------
Cash flows from investing activities:
Net cash provided by (used in)
  investing activities                          -            -            -
                                       -----------  -----------  -----------
Cash flows from financing activities:
 Common stock issued for cash                   -            -       21,880
                                       -----------  -----------  -----------
Net cash provided by
  financing activities                          -            -       21,880
                                       -----------  -----------  -----------

Net increase (decrease) in cash            (2,027)      (6,259)          85

Beginning - cash balance                    2,112        8,371            -
                                       -----------  -----------  -----------

Ending - cash balance                  $       85   $    2,112   $        85
                                       ===========  ===========  ===========

Supplemental cash flow information:
  Cash paid for income taxes           $        -   $        -   $         -
                                       ===========  ===========  ===========

  Cash paid for interest               $        -   $        -   $         -
                                       ===========  ===========  ===========

Non-cash investing and financing activities:
  Common stock retired                 $      290   $        -   $       290
                                       ===========  ===========  ===========

       See the accompanying notes to the financial statements.

<PAGE>

Cyokonos Corporation
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on February 16, 1999 in the State of Nevada and is
in the development stage. The Company intends to develop or acquire technology
to use in the search for natural resource deposits such as minerals, oil and
gas and water. The Company has chosen December 31, as a year-end and has had no
significant activity from inception to December 31, 2003.

Revenue Recognition

The Company recognizes revenue when services are provided or products are
shipped.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity
of three months or less to be cash equivalents.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2003. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable. Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature and their
carrying amounts approximate fair values.

Net Income (Loss) Per Common Share

The Company calculates net income (loss) per share as required by Statement
of Financial Accounting Standards ("SFAS") 128, "Earnings per Share." Basic
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares outstanding for the period. Diluted
earnings (loss) per share is calculated by dividing net income (loss) by the
weighted average number of common shares and dilutive common stock
equivalents outstanding. During periods in which the Company incurs losses
common stock equivalents, if any, are not considered, as their effect would
be anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise
and Related Information." Certain information is disclosed, per SFAS 131,
based on the way management organizes financial information for making
operating decisions and assessing performance. The Company currently operates
in a single segment and will evaluate additional segment disclosure
requirements as it expands its operations.

Income Taxes

The Company follows SFAS 109 "Accounting for Income Taxes" for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax
basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for
deferred income taxes in the period of change.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for
equity instruments issued to other than employees based on the fair value of
the consideration received or the fair value of the equity instruments,
whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS
123, "Accounting for Stock-Based Compensation." The provisions of SFAS 123
allow companies to either expense the estimated fair value of stock options
or to continue to follow the intrinsic value method set forth in Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB
25") but disclose the pro forma effects on net income (loss) had the fair
value of the options been expensed. The Company has elected to continue to
apply APB 25 in accounting for its stock option incentive plans.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets and goodwill in accordance with
the provisions of SFAS 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" and SFAS 142, "Goodwill and Other Intangible Assets." SFAS
144 requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability
of assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to
sell. SFAS 142 requires annual tests for impairment of goodwill and
intangible assets that have indefinite useful lives and interim tests when an
event has occurred that more likely than not has reduced the fair value of
such assets.

Recent Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
150, "Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity." SFAS 150 changes the accounting guidance for
certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) on the
balance sheet. Further, SFAS 150 requires disclosure regarding the terms of
those instruments and settlement alternatives. SFAS 150 is generally
effective for all financial instruments entered into or modified after May
31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS 150 in the first
quarter of fiscal 2004 is not expected to have any material impact on the
Company's financial position, results of operations or cash flows.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 amends SFAS 133 to
clarify the definition of a derivative and incorporate many of the
implementation issues cleared as a result of the Derivatives Implementation
Group process. This statement is effective for contracts entered into or
modified after June 30, 2003, and should be applied prospectively after that
date. The adoption of SFAS 149 is not expected to have a material effect on
the financial statements.

In December 2002, the FASB issued SFAS 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of SFAS 123." SFAS 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation from
the intrinsic value-based method of accounting prescribed by APB 25. As
allowed by SFAS 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting, and has adopted the disclosure
requirements of SFAS 123. The Company currently does not anticipate adopting
the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the
recognition of costs associated with exit or disposal activities. The
standard requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of
commitment to an exit or disposal plan. SFAS 146 supercedes previous
accounting guidance provided by the EITF Issue No. 94-3 "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." EITF
Issue No. 94-3 required recognition of costs at the date of commitment to an
exit or disposal plan. SFAS 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. Early application is
permitted. The adoption of SFAS 146 by the Company is not expected to have a
material impact on the Company's financial position, results of operations,
or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." Among other things, this statement rescinds FASB Statement No.
4, "Reporting Gains and Losses from Extinguishment of Debt" which required
all gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in APB Opinion No. 30, "Reporting the
Results of Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," will now be used to classify those gains and losses. The
provisions of SFAS 145 related to the classification of debt extinguishment
are effective for years beginning after May 15, 2002. The adoption of SFAS
145 by the Company is not expected to have a material impact on the Company's
financial position, results of operations, or cash flows.

NOTE 2.  STOCKHOLDERS' (DEFICIT)

During March 2002 the Company affected a 2 for 1 forward stock split of its
common shares. All share and per share amounts have been restated to give
effect to this split.

At inception, the Company issued 4,000,000 shares of its common stock to an
officer.

During 1999 the Company sold 1,920,000 shares of common stock for cash
aggregating $2,880.

During 2000 the Company sold 2,000,000 shares of common stock for cash
aggregating $3,000.

During 2001 the Company sold 1,600,000 shares of common stock for cash
aggregating $16,000.

During the years ended December 31, 2003 and 2002 an affiliate of the Company
contributed an aggregate of $2,000 during each year in services to the capital
of the Company.

During January 2003 a shareholder returned 290,000 shares of the Company's
common stock for no consideration. These shares were cancelled.

NOTE 3. INCOME TAXES

The Company accounts for income taxes under SFAS 109, "Accounting for Income
Taxes", which requires use of the liability method. SFAS 109 provides that
deferred tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred
tax assets and liabilities at the end of each period are determined using the
currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:

         Income tax provision at the federal statutory rate          34 %
         Effect of operating losses                                 (34)%
                                                                    ----
                                                                      -
                                                                    ====

As of December 31, 2003, the Company has a net operating loss carryforward of
approximately $25,000. This loss will be available to offset future taxable
income. If not used, this carryforward will expire in 2023. The deferred tax
asset relating to the operating loss carryforward has been fully reserved at
December 31, 2003. The difference between the net loss for income tax
purposes and the amount recorded in the Company's books and records results
from $4,000 in contributed services not being deducted for income tax
purposes. The change in the valuation allowance for the year ended December
31, 2003 was approximately $1,500.

NOTE 4. BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities
in the normal course of business.

The Company has experienced a loss from operations during its development
stage as a result of its investment necessary to achieve its operating plan,
which is long-range in nature. For the period from inception to December 31,
2003, the Company incurred a net loss of $28,870. In addition, the Company
has no significant assets, working capital and stockholder deficits and no
revenue generating operations.

The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations by securing financing and
implementing its business plan. In addition, the Company's ability to
continue as a going concern must be considered in light of the problems,
expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.

The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.

NOTE 5. SUBSEQUENT EVENTS

On January 13, 2004 the Company acquired EPOD International Inc. a privately
held Company organized under the laws of the Bahamas. EPOD holds the patent-
pending rights to certain technology that reportedly improves the efficiency of
electrical power usage. The acquisition was completed pursuant to an exchange
agreement and issuance of 18,000,000 shares of the Company's common stock to
the shareholders of EPOD. Concurrent with the issuance, the Company's principal
shareholder returned 3,950,000 shares of common stock to the Company for
cancellation for no consideration.

During January 2004 the Company agreed to engage legal counsel for an annual
fee of 27,000 shares of common stock per quarter, which will be valued at the
fair market value at the end of each quarter.

During January 2004 the Company agreed to set aside 200,000 shares of common
stock to be used for non-executive employee options with vesting and
distribution to be determined by the Board of Directors. No employee option
plans have yet been adopted.

<PAGE>

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

   On April 7, 2003, the Company changed accountants from Merri Nickerson,
CPA to Stark Winter Schenkein & Co., LLP, 7535 East Hampden Ave., Suite 109,
Denver, CO 80231.

   The Company's previous certifying accountant, Merri Nickerson, CPA,
elected not to stand for reappointment as the Company's independent
accountant. The financial statements reported on by Merri Nickerson, CPA were
not subject to an adverse or qualified opinion, or a disclaimer of opinion
and were not modified as to uncertainty, audit scope or accounting principles
from the Company's date of inception through the past two calendar years. The
decision to change accountants was approved by the Company's Board of
Directors. There were no disagreements related to accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
during the past two fiscal years and the interim period through April 7,
2003.

   The Company did not consult with Stark Winter Schenkein & Co., LLP, its
new independent accountants, regarding any matter prior to its engagement,
and has provided to Merri Nickerson, CPA, its former accountant, a copy of
the disclosures contained in this Form 10-KSB and the Registrant has
requested a letter from Merri Nickerson, CPA, addressed to the Commission,
confirming these statements made by the Registrant.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

   The Company, under the supervision and with the participation of its
management, including the Chief Executive Officer, who is also the Chief
Financial Officer, evaluated the effectiveness of the design and operation of
the Company's "disclosure controls and procedures" (as defined in Rule 13a-
15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange
Act) as of the end of the period covered by this report.  Based on that
evaluation, the Chief Executive Officer, who is also the Chief Financial
Officer, concluded that the Company's disclosure controls and procedures, as
of the end of such period, are effective in timely making known to them
information relating to the Company and the Company's consolidated
subsidiaries required to be disclosed in the Company's reports filed or
submitted under the Exchange Act.

(b) Changes in Internal Controls

   There has been no change in the Company's internal control over financial
reporting or in other factors during the year or quarter ended December 31,
2003 that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting subsequent to
the date of the evaluation referred to above.

                                 PART III

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

The following are the directors and executive officers of the Company:

   Ronald McIntire, 37, Chairman of the Board (through January 21, 2004).
Since graduating with honors from Seattle Pacific University in 1988 with his
B.A. degree in Business Management - Entrepeneurship, Mr. McIntire has held
increasingly responsible roles within Tall Tree Service where he is
currently, and has been for the past seven years, the General Manager of this
30-person residential tree-service contractor. In addition, Mr. McIntire has
been the founder and President of one other company, which is closely-held
and private. This Company is an internet- based listing service for homes
"for sale by owners."  Mr. McIntire resigned from the Board of Directors of
Cyokonos effective January 21, 2004.

   Michael Matvieshen, 42, Chairman of the Board. Mr. Matvieshen became a
director of the Company on January 13, 2004 upon the Company's acquisition of
EPOD International Inc. and then Chairman of the Board on January 21, 2004.
Mr. Matvieshen is the founder of EPOD and was its President since inception.
Prior to founding EPOD, he was President of Wolverine Resources Inc., a large
oil upgrading refinery owned by a large venture capital firm. Mr. Matvieshen
has also served as Vice President of Gen5 Tech Corporation, which managed the
construction, capital budgeting and startup of an oil upgrading plant in
Alberta.  Mr. Matvieshen has extensive experience in the industrial
wastewater and industrial waste-oil treatment industries and has been in the
technology business for the past fifteen years primarily as an entrepreneur
and inventor.

   L. Mark Roseborough, 51, Director. Mr. Roseborough became a Director of
the Company on January 21, 2004 and also serves in the capacity of President.
From 1992 to 2003, Mr. Roseborough worked at Belkorp Industries Inc. where he
was most recently Vice President of Manufacturing having direct
responsibility for the operations of three pulp and paper mills and one small
oil refinery. These operations had approximately 350 employees and $300
million in revenues. From November 1999 to 2003, he also held the position as
President and Chief Executive Officer of Bluewater Fiber in Port Huron,
Michigan (on behalf of owner Merrill Lynch) which was a large recycle pulp
mill with revenues at full production of $35 million. In 1997, Mr.
Roseborough also started, and co-owned, Belkin Paper Stock, a successful
paper trading business. Prior to his work at Belkorp, he served from 1989-
1992 as General Manager of Slave Lake Pulp overseeing the design,
construction, hiring and training of employees for a $175 million state-of-
the-art mechanical pulp mill owned by Alberta Energy Company. Mr. Roseborough
is also a commercial pilot with a multiengine instrument rating.

   Peter Lacey, 46, Director. Mr. Lacey became a Director of the Company on
January 21, 2004. He is currently President and Chief Executive Officer of
Cervus Corporation, a publicly traded company on the TSX Venture Exchange.
Cervus Corp. consists of nine John Deere agricultural dealerships across
Western Canada with annual sales in excess of $100 million.  Mr. Lacey also
serves as Board Chair of Red Deer College, served on the College's Foundation
Board for three years prior to his Board of Governors appointment, and also
served on the recent capital campaign committee, which raised $7.2 million
for the RDC Library Information Common. Mr. Lacey also serves as a director
of three other publicly traded companies, VHQ Entertainment (TSX), River
Valley Energy Services (TSX Venture), and Longbow Energy Corporation (TSX
Venture).

   Peter Hipp, 67, Director. Mr. Hipp became a Director of the Company on
January 21, 2004.  He is currently President of Hipp Engineering Ltd., which
is a multi-discipline engineering company started in 1973. Since then it has
carried out the engineering services for projects in which the aggregate,
original capital value exceeds $2.0 billion (cdn). Hipp Engineering maintains
a constant staff of key process and technical engineering resources in all
major disciplines that are experienced in a wide range of industries. Hipp
Engineering provides such services as rationalization, feasibility and
development strategy studies, conceptual design, project definition, detailed
engineering, project and construction management and plant startup.

   Hans Schroth, 45, Director.  Mr. Schroth became a Director of the Company
on January 21, 2004. Mr. Schroth comes to Cyokonos with an extensive business
and management background in the food/beverage and franchise industry. Mr.
Schroth has worked for start up organizations in the farming and import and
export business. He currently serves on the Board of Directors of Globus
Corporation and part owner of Celltech Labs.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own beneficially more
than 10% of the Company's common stock to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than 10% stockholders are required
by SEC regulation to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company or advice that no filings
were required, during fiscal year 2003 all officers, directors and greater
than 10% beneficial owners complied with the Section 16(a) filing
requirements.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

   The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to its chief
executive officer and other executive officers whose total annual salary and
bonuses exceeded $100,000 (the "named executive officers").

                      SUMMARY COMPENSATION TABLE

                                            Long Term
                                           Compensation
                                             Awards
                                             ------
                                           Securities
                                           Underlying
                                Annual      Options
                    Fiscal   Compensation  (in shares             All other
Name and Position    Year       Salary     cumulative)  Bonus$   Compensation
-----------------   ------   ------------  -----------  ------   ------------
Ronald McIntire(1)   2003      $     0          0       $   0       $      0
President and CEO    2002      $     0          0       $   0       $      0
                     2001      $     0          0       $   0       $      0
--------------------
(1) Mr. McIntire became the President and CEO of the Company in November 1999
    and resigned on January 21, 2004. Mr. Mark L. Roseborough became
    President on January 24, 2004.

OPTIONS GRANTED IN FISCAL YEAR 2003

   The Company granted no options to any named executive officer and director
during fiscal year ending December 31, 2003.

COMPENSATION OF DIRECTORS

   None of the directors, as of the date of this filing, have been, or are
being, compensated for their service.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth information with respect to beneficial
ownership of our outstanding stock as of December 31, 2003 by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
Company's common stock; (ii) each of the Company's directors; (iii) each
executive officer named in the Summary Compensation Table; and (iv) all of
the Company's executive officers and directors as a group.

                                             Shares Beneficially
                                                   Owned
Name of Beneficial Owner                     Number      Percent
------------------------                     ------      -------
Ronald McIntire                           3,970,000        41.7%
President and CEO (1)
---------------------
(1) As part of the Exchange Agreement dated January 17, 2004, 3,950,000 of
    Mr. McIntire's shares were returned to the Company and cancelled.

   There are no outstanding rights for any individual, or group, to acquire
additional shares from options, warrants, rights, conversion privilege, or
similar obligations. At December 31, 2003, Ronald McIntire was the Company's
sole officer and director.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   As permitted by Nevada law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers against
expenses and liabilities they incur to defend, settle, or satisfy any civil
or criminal action brought against them on account of their being or having
been Company directors or officers unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct. Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in that Act and is, therefore,
unenforceable.

   There have been no such related transactions during the past two fiscal
years.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

   On January 21, 2004, the Company filed an 8-K disclosing an acquisition of
assets, change in control of registrant, resignation of a director and
election of four new directors.

   The Company files herewith the following Exhibits:

   Exhibit 31.1 - Certification pursuant to Section 302.

   Exhibit 32.1 - Certification pursuant to Section 906.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

   Stark Winter Schenkein, LLP have served as the Company's Principal
Accountant since April 4, 2003. Their fees billed to the Company for the past
two fiscal years are set forth below:

                                  Fiscal Year Ending   Fiscal Year Ending
                                  December 31, 2003    December 31, 2002
                                  -----------------    -----------------
Audit Fees                           $ 4,000.00           $ 2,500.00
Audit-Related Fees (Review)          $                    $ 1,500.00
Tax Fees                             $                    $
All Other Fees                       $                    $

   As of December 31, 2003, the Company's Board of Directors did not have a
pre-approval policy for the fees of the principal accountant. It is in the
process of adopting such a policy.

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 thereunto duly authorized.

                                        CYOKONOS CORPORATION

                                        By: /s/ L. Mark Roseborough
                                            -----------------------
                                            L. Mark Roseborough
                                            Chief Financial Officer
                                            March 30, 2004


   Pursuant to the requirement 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.

      Signature                    Title                        Date
-------------------------     ---------------------         -------------

/s/ L. Mark Roseborough
-----------------------
    L. Mark Roseborough       Principal Executive Officer   March 30, 2004
                              and Director

/s/ Michael Matvieshen
----------------------
    Michael Matvieshen        Chairman of the Board         March 30, 2004

/s/ Peter Hipp
--------------
    Peter Hipp                Director                      March 30, 2004

/s/ Peter Lacy
--------------
    Peter Lacey               Director                      March 30, 2004

/s/ Hans Scroth
---------------
    Hans Scroth               Director                      March 30, 2004

<PAGE>

Exhibit 31.1

      CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
            SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, L. Mark Roseborough, certify that:

1.  I have reviewed this annual report on Form 10-KSB of Cyokonos
Corporation;

2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the
registrant and have:

   (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this annual report is being
prepared;

   (b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on such evaluation; and

   (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial
reporting; and

5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

   (a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information and

   (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.


   Date: March 30, 2004                          /s/ L. Mark Roseborough
                                                 -----------------------
                                                     L. Mark Roseborough
                                                     President and Chief
                                                     Executive Officer

<PAGE>

Exhibit 32.1

                         CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   In connection with the Annual Report of Cyokonos Corporation (the
"Company") on Form 10-KSB for the fiscal year ended December 31, 2003, as
filed with the Securities and Exchange Commission on March __, 2004 (the
"Report"), I, L. Mark Roseborough, Chief Executive Officer and Chief
Financial Officer of the Company, hereby certify pursuant to 18 U.S.C.
  1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002,
that, to my knowledge: (1) the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

   A signed original of this written statement required by Section 906 has
been provided to and will be retained by Cyokonos Corporation and furnished
to the Securities and Exchange Commission or its staff upon request.

   Date: March 30, 2004                          /s/ L. Mark Roseborough
                                                 -----------------------
                                                     L. Mark Roseborough
                                                     Chief Executive
                                                     Officer and Chief
                                                     Financial Officer
                                                     CYOKONOS CORPORATION

Kelowna, British Columbia