UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACTG OF 1934


                        For the Year Ended July 31, 2004

                             File Number: 000-50673


                          DUNGANNON INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                    33-0901631
(State of Jurisdiction of Incorporation)       (IRS Employer Identification No.)


                          805-510 West Hastings Street
                       Vancouver, British Columbia V6B 1LB
             (Address of principal executive offices) (Postal Code)


                                 (604) 689-1818
              (Registrants telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

As of July 31, 2003, the Registrant had 3,177,000 shares of its $0.0001 par
value common stock issued and outstanding. No market value has been computed
based upon the fact that no market has been established at this time.
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                                TABLE OF CONTENTS

PART I .....................................................................   2
ITEM 1.  BUSINESS ..........................................................   2
ITEM 2.  PROPERTIES ........................................................  13
ITEM 3.  LEGAL PROCEEDINGS .................................................  13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS .............  13

PART II ....................................................................  13
ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS ...........................................................  13
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS ........  14
ITEM 7.  FINANCIAL STATEMENTS ..............................................  19
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE ........................................................  27

PART III ...................................................................  28
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................  28
ITEM 10. EXECUTIVE COMPENSATION ............................................  29
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ....  29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................  30

PART IV ....................................................................  30
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K ..................................  30
ITEM 14. CONTROLS AND PROCEDURES ...........................................  30

SIGNATURES .................................................................  31

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                                     PART I

ITEM 1 - BUSINESS

FORM AND YEAR OF ORGANIZATION

Dungannon International, Inc. (the "Company") was incorporated in the State of
Delaware on February 18, 1999. Dungannon International, Inc.'s (the "Company,"
"Company," "Our," "our," "We," "we") is a development stage company involved in
the business of acquiring revenue generating environmental enterprise
products/services. It is the Company's goal to seek small-sized, high-growth
potential environment business acquisitions to eventually form a diversified
multi-business environmental company.

The company received its initial funding through the sale of its common stock to
investors from the period of approximately February 23 through September 19,
2000. The company offered and sold 3,000,000 common shares at $.001 per share to
an officer/director on February 23, 2000, and 177,000 common shares at $.10 per
share to 45 non-affiliated private investors from April 5 through September 19,
2000.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

BUSINESS OF THE ISSUER

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

Dungannon was formed and has been evolving since its inception to seek out and
enter into operating and/or financing arrangements and strategic alliances to
develop and introduce proven and/or new technologies and processes which address
environmental concerns in general and "green" alternative energy, waste
management/recycling and agricultural crop yield technology, in particular. The
mission of the Company is to create a profit by identifying, screening and
evaluating environmental products, services or enterprises and acquiring or
establishing an operating involvement or alliance with those entities or
prospective businesses approved by management. The ultimate goal of Dungannon is
to seek profitable operating positions in environmental business ventures that
are selected. As resources allow, the Company may seek to acquire potential
high-growth environmental businesses to eventually form a diversified,
multi-business environmental corporation.

Dungannon intends to implement its acquisition of environmental products,
services of companies through six key strategies

     -    Acquiring enterprises to provide superior returns on investment in the
          arenas of industrial and consumer waste materials reclamation,
          processing and remediation, wind energy and agricultural crop yield
          enhancement technology.
     -    Providing acquired enterprises with management tools and resources to
          facilitate growth and profitability including financial management,
          management information systems, marketing and sales support operations
          support and joint venture development.
     -    Improving asset performance by selling or eliminating marginal
          operations of acquired companies, transferring assets among operating
          companies where appropriate, improving credit management and
          cross-utilizing assets.

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     -    Building sustainable competitive advantage through low cost and
          effective reclamation systems/processes, high value added production
          processes and superior customer service in both industrial and
          consumer niche markets.
     -    Developing a diverse and well-balanced industrial customer base,
          providing financial stability and multiple growth opportunities.

As of the date of this registration statement we have begun minimal operations
and have not acquired any environmental products, services or enterprises
despite continuing efforts to do so; however, the above strategies have been put
in place as management guidelines in acquiring those potential environmental
entities. We are currently a development stage company, and no revenues have
been generated. Currently the Company has only minimal assets ($1728 cash) as of
July 31, 2004 and there is no assurance that the company will be successful in
growing its assets or accomplishing its goals given its present state.

We have taken the following steps in furthering the company's business plan: (1)
formed a developmental alliance with another similarly directed by more
developed Canadian environmental company to review and introduce for the
alliances, (2) identified (see "Investment Process - Identification and
Screening of Investment Opportunities" page 9) six possible acquisition
environmental candidates, the investigation of which two are still ongoing at
the present time, (3) designed methods of review process for possible
acquisition of environmental services, products or companies, and (4) commenced
review and designed methods of evaluations of those target ventures for possible
acquisition. The Company has also filed Form 10-SB with the Securities and
Exchange Commission in order to make our financial information equally available
to any interested parties or investors. On October 28, 2003 the Company obtained
an unpriced quotation on the Pink Sheets L.L.C. for its common stock.

Mr. Gary Ciccozzi, the Company's President and sole employee, has over seventeen
years experience in operating and financing public and private environmental
companies. Mr. Ciccozzi currently heads a number of Canadian environmental
enterprises including VisionQuest Enterprise Group, Inc., a public company
listed on the TSX Venture Exchange, and its subsidiaries, World Enviro-Solutions
Technology Corp. ("West"), and West subsidiaries VQ - Shield Coatings and
Chemicals Corp. and Clear Wind of Canada Corporation. Mr. Ciccozzi's previous
environmental experience included being a principal of Ecologix Tire Recycling
Inc., another private Canadian environmental enterprise, and the president of
Inter-Citic Envirotec Inc. (1987-1996) a Canadian public company as well as
Inter-Citic's private United States subsidiary, Clean Earth Technologies Inc.,
which was involved in soil remediation and water decontamination technology.

Since June 1998, the Company has benefited as a result of the common managerial
leadership positions held by Mr. Ciccozzi by forming a non-contractual but
effective strategic development alliance with World Enviro-Solutions Technology
Corp ("WEST"), Vancouver, British Columbia to effectively combine and/or share
resources to develop and review environmental acquisition candidates. WEST is a
wholly owned subsidiary of VisionQuest Enterprise Group, Inc., a public
enterprise management/holding company listed on the TSX Venture Exchange. Gary
Ciccozzi, officer/director of Dungannon is president and director of VisionQuest
Enterprise Group Inc. and WEST. Mr. Ciccozzi's working relationship with and
interest in Dungannon has been disclosed as required in Canada in regard to his
obligations to reporting or subsidiaries of reporting companies wherein he holds
officer or director positions.

Since 1998, through its affiliation of VisionQuest Enterprise Group and WEST,
the Company has identified and evaluated the following environmental products,
services or companies for possible acquisitions and/or joint ventured
development:

     -    BCT Battery Conservation Technology (Canada), Inc., Surrey, British
          Columbia and Battery Conservation Technologies, Inc., Pecos Texas. The
          Company reviewed BCT Battery Conservation Technology (Canada), Inc.,
          Surrey, British Columbia and Battery Conservation Technologies, Inc.,
          Pecos, Texas for possible acquisition of their recycling and attendant

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          processing business, focused on dry cell batteries, lead-acid
          batteries and mercury containing products such as fluorescent lamps.
          During the six months process of review from July, 1998 to December,
          1998, the Company was involved in a planning process and negotiations
          involving suppliers, customers, creditors and lendors, and potential
          new investors, both in Canada and the United States. In the end
          analysis, the complexity of the proposed acquisition/development plans
          combined with existing financial and environmental liability elements
          proved too great to overcome and the battery/mercury products
          recycling processing business integration proposal failed.

     -    Modco Specialty Coatings, Delta, British Columbia.

          From June, 1999 to December, 1999, the Company through its affiliation
          with WEST evaluated a second investment and operating opportunity to
          pool resources with Modco Specialty Coatings, Delta, British Columbia
          to develop and expand a worldwide strategic alliance developing,
          manufacturing and distributing environmentally safe coatings and
          chemicals. Modco was an established eco-friendly business maintaining
          an architectural specialty coatings and chemical production facility
          in Delta, British Columbia. Modco's product lines, based on several
          proprietary core chemistries, target lucrative high growth niches in
          the environmental technologies market estimated at in excess of $4
          billion per annum in North America alone. The transaction was to be
          affected through WEST, which incorporated a new joint ventured WEST
          Corp., subsidiary named VQ- Shield Coatings and Chemicals Corp.
          ("VQ-Shield"). VQ-Shield was to be launched with the benefit of
          Modco's existing facilities, experience, proprietary information,
          technologies, products and processes. WEST was to provide executive
          and financial management as well as be responsible for arranging all
          financing for VQ-Shield. Dungannon's interest in the transaction was
          primarily in the expansion of the proposed business into the United
          States. Due to seasonal and industry factors, Modco was unable to live
          up to the terms of their agreement with WEST and Dungannon and the
          joint venture operation came to a standstill.

     -    No Fire Technologies, Inc., Saddle River, New Jersey.

          The third potential environmental project evaluated, from April 2000
          to December 2000, again in conjunction with its strategic alliance
          partner WEST and West's sister company VisionWorks Marketing
          Corporation, was a distribution opportunity with NoFire Technologies,
          Inc. ("noFire") of Saddle River, New Jersey, and Newton International
          Marketing Inc. of Milford, Connecticut. NoFire was an established
          manufacturer of patented high performance fire retardant products and
          specialists in research, design and engineering of fire and heat
          protection system solutions for industry, government and public
          safety. Under the terms of the agreement that was contemplated, the
          parties explored the formation of a Canadian private joint venture to
          facilitate and enhance Canadian marketing and distribution (on an
          exclusive basis) and Untied States marketing and distribution on a
          non-exclusive basis, of NoFire's patented high performance fire
          retardant products (i.e. paint/coatings, textiles/tapes, topcoats, the
          "fireShield", fire blankets, nuclear, aircraft, marine, automotive,
          construction, structural steel, government, and military.) Product
          research, market evaluation, and negotiation as to terms and
          conditions of the operating joint venture continued for many months.
          However, in the end analysis, the principle parties could not agree as
          to where the product would be manufactured so as to bring down
          Canadian pricing and negotiations were brought to a conclusion.

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     -    Worldwide rights to Green Pallet System, developed by Hiro Aria,
          Vancouver, British Columbia.

          From February, 2003 to September, 2003, the Company, through its
          alliance with WEST, was to be included as a United States
          manufacturer/distributor in a business to be formed in Canada by WEST
          acquiring the worldwide rights to a patented light weight, space
          efficient environmentally friendly modular pallet system consisting of
          a deck plate made of under utilized wood/fiber composite or plastic,
          supported by a unique replaceable tapered recycled plastic lets.
          Dungannon and WEST endeavored to negotiate a transaction whereby they
          would acquire from Hiro Aria, of Vancouver, Canada, the exclusive
          worldwide right, license and privilege to use, manufacture, sell,
          distribute and otherwise commercialize and to grant sublicenses to
          use, manufacture, sell, distribute and other commercialize the pallet
          technology hereinafter referred to as the Green Pallet System,
          together with all developments, improvements, technical information,
          data and know how related thereto, and to use, develop and otherwise
          commercialize the GPS technology, technical information, data and know
          how relating to and/or incorporated into the GPS technology. After an
          eight month period of planning, market studies, budgeting, negotiating
          and drawing up contracts, agreements and financing plans, Mr. Hiro
          Arai, the pallet technology patent holder, contracted a terminal
          illness and unilaterally withdrew from negotiations. Numerous attempts
          were made to contact Mr. Arai but were unsuccessful.

As may be observed from the aforementioned acquisition process and target
descriptions, there were individually distinctive reasons in each case why
Dungannon was unable or did not proceed with the enterprise proposals outlines.

At the present time, there are two environmental initiatives still under
developmental review and being given active consideration for Dungannon by Mr.
Ciccozzi in his dual role as president of Dungannon, VisionQuest Enterprise
Group Inc. an subsidiary WEST, in Canada.

Firstly, in April, 2004, VisionQuest entered into a co-operative Resource
Pooling and Operating Agreement with Clear Power corporation of Calgary,
Alberta, Canada. Pursuant to the joint venture agreement, the financing
agreement and license agreement, VisionQuest and Clear Power have effectively
combined their respective resources in an exclusive profit sharing joint venture
for Canada, to develop and commercially exploit the benefits of Clear Power's
revolutionary wind power generation systems technology, specifically over
traditional propeller wind power systems and generally as a natural, efficient,
renewable, non-depletable alternative to fossil fuels. In launching its effort
to become a Canadian leader in renewable energy solutions, VisionQuest's wholly
owned environmental subsidiary WEST has formed Clear Wind of Canada Corporation
as a divisional wind energy subsidiary to commercially advance Clear Power's
renewable energy technology into the Canadian marketplace. Under the Canadian
agreement, Clear Wind of Canada Corporation is financed by VisionQuest but
operated by Clear Power.

Dungannon's interest would be in introducing, either by joint venture or
operating alliance, Clear Power's wind energy technology into the United States
marketplace. Discussions are underway but remain in a preliminary phase since
Clear Power has not as yet completed certain proprietary and proof of concept
elements of its ground-breaking wind power technology development plan. Due to
VisionQuest's relationship with Clear Power and Mr. Ciccozzi's dual management
role in VisionQuest, WEST and Dungannon, Dungannon would appear to have some
advantage over other candidates, however, that advantage is not to be taken for
granted. VisionQuest has made some preliminary international inquiries with
respect to providing the sizable financial resources that would be necessary to
facilitate a transaction between Clear Power and Dungannon. Discussions will
continue but the time-table remains in the hands of Clear Power Corporation, and
at this time, no agreement is in place with Dungannon.

Secondly, VisionQuest and WEST are close to finalizing a joint venture and
financing arrangement with Advanterra Farmtec Corp. of Okanagan Falls, British
Columbia in regard to the worldwide rights (exclusive for Canada and

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non-exclusive for the rest of the world) to use, sell, distribute and otherwise
commercialize Advanterra's Terra-Glide(TM) no tillage precision planting
systems. The Terra-Glide(TM) patented technology is a revolutionary no-tillage
precision planting system comprised of individually patented technologies,
integrating in-ground openers, opener assembly actuating systems and
seed/fertilizer metering and control systems In the event the VisionQuest
transaction goes together as currently contemplated, the Farmtec principals have
been made aware of WEST's relationship with Dungannon and the possibility that
WEST is considering the merits of implementing certain distribution entitlements
to Advanterra's technology in the United States through or in joint venture with
Dungannon. The project is in the preliminary stage for joint venture, however,
no agreement is in place with Dungannon at this time.

In order to progress with our business plan, the Company plans the following
future steps to be completed over one year: complete all Form 10-SB filing
requirements during the fourth quarter 2004, obtain a listing on the
Over-the-Counter Electronic Bulletin Board during the first quarter, 2005,
prepare a private placement memorandum and raise capital of $200,000 in
investment capital to commence full-scale operations and begin executing our
business plan.

We will be impaired in the advancement of our business plan unless we receive
equity or debt funding. Our plan is to raise up to $200,000 in operating funding
and to use funding we receive to provide cash to facilitate implementation of
our business plan during the next twelve months. We will face considerable risk
in each of our business plan steps, such as difficulty of hiring competent
personnel supplemental to the company's current president and sole operating
officer within our budget, from any shortfall of funding due to the inability to
raise capital. If no funding is received during the next twelve months, we may
need to rely on funds loaned by our officer/director.

While Dungannon International's officer/director has no formal commitments,
arrangements or legal obligations to advance or loan funds to the company,
Dungannon's president has a vested equity interest in accommodating any need for
interim operating capital. In any restricted cash flow scenario, such as we have
been experiencing and dealing with for some time, we would be have been impeded
in advancing our business plan steps, and would, instead, defer all cash
intensive activities. Without necessary cash flow, and except for the ongoing
efforts of Dungannon's president to source enterprise targets and source funding
for these projects out of Canadian operations, Dungannon International may be
effectively dormant during the next twelve months, or until such time as
necessary funds could be raised through sources such as loans or from a private
placement sale or our shares in the equity securities market.

Our independent auditors have issued a "going concern" opinion which raises
substantial doubts to our ability to remain in business, much less properly
execute our business plan and ever achieve profitability, without securing any
new investment capital.

THE INDUSTRY

Dungannon was formed to seek out and enter into operating and strategic
alliances with other companies to develop and introduce proven technologies
and/or processes, which in some way address environmental concerns.
Historically, the environment, per se, has often been taken for granted.
However, with the changes in our modern lifestyles and attitudes toward
pollution and contamination of the earth's natural bounty, the search for
non-polluting energy sources as well as protecting and enhancing our food
sources, most everyone is looking for answers to these major environmental
challenges. With increasing media coverage of waste problems, evolving forms of
alternative energy such as wind power and food shortages around the world,
growing public concern, and new regulations/mandates to reduce waste output and
pollution, cities, states, countries and industries are scrambling to find
effective methods to deal with these challenges. It is Dungannon's goal to be
positioned to take advantage of opportunities to acquire and/or invest in
environmental technologies that offer solutions to clean energy, waste disposal,

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resource disposal, recycling and renewal, and environmentally sound food
propagation.

BUSINESS STRATEGY

Dungannon is a development stage company involved in the business of acquiring
revenue generating environmental enterprises, products or services. It is the
Company's goal to seek small-sized, high-growth potential environment business
acquisitions to eventually form a diversified multi-business environmental
company.

Dungannon may enter into acquisitions, joint ventures, partnerships and/or
strategic alliances. This partnering approach to corporate expansion is designed
to lessen the cost and bring additional expertise and/or other resources to the
collective table and, thereby spreading the risk. It is the intention of
management work closely with its Canadian strategic associates, VisionQuest and
its subsidiary WEST, and to continue to seek out business opportunities whereby
Dungannon can purchase and/or acquire interests, to its specifications, assets
or enterprises at advantageous discounts. On occasion, these objectives may be
achieved through investigating potential opportunities accessed through
management's networking, investigating potential opportunities as may be
available through bankruptcies or foreclosures at banking institutions,
corporate reorganizations, unfunded expansion plans, corporate break-up,
management team deficiency, pre-commercialized ventures, under capitalization
and/or similar situations.

Acquisitions may be accomplished through combinations of cash, equity or debt
leverage mechanisms. Emphasis in evaluating acquisition will be on rate of
return and cash flow. Any purchase or exchange of assets may require Dungannon
to seek supplemental external financing from private or institutional sources.
In such event Dungannon may be required to mortgage, pledge or hypothecate its
assets.

Dungannon's objective is to make value-added contributions to increase the
profitability of its proposed acquisitions thereby enhancing value and
investment return to investors. This methodology will simply stress:

     -    enhancement of capital raising abilities
     -    maximizing cash flow
     -    increasing profitability
     -    refining management information systems
     -    minimizing expenditures/overhead

Dungannon will negotiate its acquisitions and investments with a view to
obtaining a high rate of return reflecting the risk factors inherent in
providing development capital and resources to environmental enterprises. The
mix of the acquisitions and investments will stress the realization of positive
cash flow on as short a term as possible consistent with preserving the
operating viability/integrity of the acquired enterprise(s).

Dungannon may seek to form formal and informal relationships with environmental
investment capital sources in North America and overseas. When appropriate
and/or advantageous to Dungannon, joint ventures and strategic alliances may be
entered into. At this time, Dungannon has not entered into any negotiation or
agreement nor cultivated any formal and informal relationships with any
environmental investment capital sources.

INVESTMENT PROCESS

Dungannon will institute a comprehensive multi-stage enterprise investment
process as follows:

Identification and Screening of Investment Opportunities

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Dungannon's management working with and through Dungannon's strategic alliance
in Canada with World Enviro-solutions Corp. will undertake this initial stage of
the enterprise investment process. It will involve:

     (a)  the generation of a flow of environmental enterprise development
          opportunities (directly and/or through finders and sponsors;
     (b)  business plan review, meeting with founders, promoters, and/or
          potential acquisition targets or investee company representatives;
     (c)  coordination of finder or sponsor input; and,
     (d)  eventual referral of promising proposals to the next stage in the
          process.

At the preliminary stage, the applicant enterprise ("AE") is evaluated against
five primary investment criteria:

     (1)  The AE must be a private environmental oriented enterprise judged to
          have the potential to attract financing under determinable
          circumstances in the private or public venture capital marketplace.
     (2)  The AE (or product or process) must be "market-driven" and have the
          potential for competitive advantage in a likely or proven growth
          sector of the environmental industry perceived to be attractive to
          investors.
     (3)  The AE must have qualified key operating personnel with applicable
          expertise an experience, available or identified, to direct the AE to
          success and profitability.
     (4)  The AE must be able to prove and be thoroughly familiar with its
          target market and its competition as well as have the potential to
          capture and maintain a viable market share.
     (5)  The AE must be able to demonstrate that it has unique, proprietary and
          technically sound products or a unique manufacturing or marketing
          process or capability.

In Depth Evaluation ("Due Diligence Strategic Audit")

This second stage of the environmental enterprise evaluation process is in most
instances likely to involve specialized advisor/consultant input external to
Dungannon. Compensation for this strategic audit project/enterprise evaluation,
where it involves specialized advisory resources external to Dungannon, will
generally be covered by the acquisition target or investee enterprise.
Dungannon's management may also have input at this level.

Structuring and Negotiating Commitment, Price, Terms and Conditions

This third stage of the process will be the responsibility of Dungannon's
management and external advisors. By this stage, the enterprise investment
proposal will have been refined to such a degree that Dungannon's
return-on-investment expectations are aligned with the realistic potential of
the opportunity.

Approval

At this fourth stage, Dungannon's management, will approve or disapprove the
environmental investment opportunities based on the Company's investment
guidelines.

Acquisition Target and Investment Monitoring and Follow-Up

Dungannon's management will be responsible for the actual acquisition or
investment of funds, and for arranging legal and technical (accounting)
verification of any aspects of the approved acquisition or investment requiring
such verification. Subsequent to the placement of funds, completely or in part,
Dungannon management will take an active role in monitoring the activities and

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progress of acquired enterprises. Reporting requirements, board representation
and regular review meetings with representatives of acquired enterprises will be
among the monitoring and control mechanisms that will be used to maintain
current information and guard against potential problems or disappointments.

To date all identification and screening of investments, evaluations and
strategic audits, and negotiating for Dungannon has been conducted by
Dungannon's President Gary Ciccozzi. This was conducted through introduction by
Mr. Ciccozzi's development activities for VisionQuest Enterprise Group Inc.
and world Enviro-solutions Corp. in Canada. To date there have been no completed
commitments or approvals for any proposed business investments by the Company.

COMPETITION AND COMPETITIVE POSITION

The Company is, and will remain for the foreseeable future, an insignificant
participant among those firms which are also engaged in the business of the
company. There are many established entities and financial concerns which have
significantly greater financial and personnel resources and technical expertise
than the Company. Management believes that it competes primarily on the basis of
its current President's resources and ability as an investor and/or developer of
environmental based businesses (in Canada), and its flexibility in structuring
the specific terms of its investments. In view of the Company's extremely
limited resources, it should be expected that the company will continue to be at
a significant competitive disadvantage compared to the Company's competitors.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

Dungannon International has no current plans to apply for registrations such as
patents, trademarks, copyrights, franchises, concessions, royalty agreements or
labor contracts. We will assess the need for copyright, trademark or patent
applications on an ongoing basis.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

Dungannon International is not subject to any federal or state regulations
regarding its services and is not aware of any federal laws and regulations that
would have an adverse effect directly or indirectly on its operations.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Dungannon International has not expended funds for research and development
costs since inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Dungannon International is not aware of any environmental regulations that could
directly effect its operations, but no assurance can be given that environmental
regulations will not, in the future, have a material adverse impact on the
business.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

Dungannon International has one employee, its sole director and officer who will
devote as much time as necessary to manage the affairs of the company. The
officer intends to work on a full time basis when we raise capital per our
business plan. Our business plan calls for hiring two new full-time employees
during the next twelve months, if funding can be arranged.

RISKS

Investors in Dungannon International should carefully consider the following
risk factors associated with our plans and product:

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WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY. THIS WILL MAKE IT
DIFFICULT FOR OUR SHAREHOLDERS TO EVALUATE OUR FUTURE PLANS AND PROSPECTS.

Investors should carefully evaluate any investment in our company due to the
inherent risks, expenses, delays, and difficulties that will likely be a part of
our development. As we are implementing a business plan with no near-term
revenues, we expect to incur net losses in the foreseeable future. The ability
of Dungannon to establish itself as a viable environmental operating and/or
investment commercial enterprise based upon establishing a sound asset base has
not been proven and its prospects to do so must, therefore, must be considered
speculative.

THE EARLY OR DEVELOPMENT STAGE ENVIRONMENTAL ACQUISITION, INVESTMENT AND
BUSINESS ACTIVITIES TO BE UNDERTAKEN BY DUNGANNON MUST BE CONSIDERED
SPECULATIVE.

Although management will adopt certain sound evaluation criteria with respect to
investment and acquisitions to be made by Dungannon, the development stage
environmental acquisition, investment and business activities to be undertaken
by Dungannon must be considered speculative. The value of the assets of
Dungannon may be materially affected by the failure of one or more of the
enterprises in which Dungannon invests or operates.

NO DIVIDENDS HAVE BEEN PAID ON DUNGANNON'S COMMON SHARES SINCE INCEPTION AND
THERE IS NO ASSURANCE THAT SUCH DIVIDENDS WILL BE EARNED OR PAID IN THE FUTURE.

For the foreseeable future, Dungannon expects to re-invest in Dungannon's
operations, all profits that would otherwise be available for distribution to
shareholders for cash dividends. While the payment of stock dividends is an
alternative, there is no assurance that these will ever be paid in the future.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR DUNGANNON
INTERNATIONAL WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF
OUR BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE
ALL OF THEIR INVESTMENT IN OUR STOCK.

As noted in our accompanying financial statements, our current financial
condition of nominal assets and no current operating business activities
necessary for revenues and operating capital create substantial doubt as to our
ability to continue as a going concern. If our business plan does not work, we
could remain as a start-up company with no material operations, revenues, or
profits. Currently the Company has only minimal assets ($1728 cash) as of July
31, 2004 and there is no assurance that the Company will be successful in
growing its assets or accomplishing its goals given its present state.

OUR BUSINESS STRATEGY REQUIRES US TO RAISE CASH OF $200,000. WITHOUT THIS
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH NO MATERIAL
OPERATIONS, REVENUES OR PROFITS.

We require new funding of $200,000 in order to implement our business plan. We
have not determined a source for this funding. We currently have no funding
commitments from any individuals or entities. If we use equity capital as a
source of funding, potential new shareholders may be unwilling to accept either
the likely dilution of their per share value or the high level of risk involved
with our current business model. Without this funding, we may be only partially
successful or completely unsuccessful in implementing our business plan, and our
shareholders may lose part or all of their investment.

THERE IS NO TRADING MARKET FOR OUR COMMON STOCK. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY.

On October 28, 2003 the Company obtained an unpriced quotation on the Pink
Sheets L.L.C. for its common stock. There are no minimum quantitative standards
that a company must meet in order to obtain an unpriced quotation on the Pink

                                       10
<PAGE>
Sheets and the securities quoted on the Pink Sheets are not governed by any
regulatory body. At this time, no trading market has been established for our
common stock or any other securities of the Company and there can be no
assurance that a trading market will develop in the future, or if developed,
that it will be sustained. Furthermore, investors who desire to sell their
shares of common stock in any market that develops may encounter substantial
difficulty in doing so because of the fact that the price thereof may fluctuate
rapidly as a result of changing economic conditions as well as conditions in the
securities markets. There is no guarantee of trading volume or trading price
levels sufficient for investors to sell their stock, recover their investment in
our stock, or profit from the sale of their stock.

OUR SOLE OFFICER/DIRECTOR BENEFICIALLY OWNS 94% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN
ADVERSE EFFECT ON THE MARKET PRICE OF OUR STOCK.

Due to the controlling amount of our officer/director's share ownership in our
company, if he decides to sell his shares in the public market, the market price
of our stock could decrease and all shareholders suffer a dilution of the value
of their stock. If our officer/director decides to sell any of his common stock,
he will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts
the ability of directors and officers (affiliates) to sell their shares by
limiting the sales of securities made under Rule 144 during any three-month
period to the greater of: (1) 1% of the outstanding common stock of the issuer;
or (2) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.

DUE TO THE LARGE AMOUNT OF AUTHORIZED BUT UNISSUED COMMON STOCK, THE COMPANY'S
SECURITIES MAY BE ISSUED TO MANAGEMENT, PROMOTERS OR THEIR AFFILIATES OR
ASSOCIATES WITHOUT SHAREHOLDER APPROVAL OR NOTICE.

Due to Mr. Ciccozzi's status as sole director, officer and controlling
shareholder of the Company, he could issue large amounts of common stock to
management, promoters or their affiliates or associates without shareholder
approval or notice. However, Mr. Ciccozzi, so long as he is an officer/director
of the Company is subject to the restriction that any such issuance would be
toward furthering the Company's business plan. A breach of this requirement will
be a breach of his fiduciary duty as an officer/director of the Company.

THE CURRENT OFFICER/DIRECTOR, GARY W. CICCOZZI, IS THE SOLE OFFICER/DIRECTOR OF
THE COMPANY, AND AT THE SAME TIME, HE IS INVOVLED IN OTHER BUSINESS ACTIVITIES.
DUNGANNON INTERNATIONAL'S NEEDS FOR HIS TIME AND SERVICES COULD CONFLICT WITH
HIS OTHER BUSINESS ACTIVITIES. THIS POSSIBLE CONFLICT OF INTEREST COULD RESULT
IN HIS INABILITY TO PROPERLY MANAGE DUNGANNON INTERNATIONAL'S AFFAIRS, RESULTING
IN OUR REMAINING A SMALL COMPANY WITH NO MATERIAL OPERATIONS, REVENUES, OR
PROFITS.

Our president and chief executive officer Mr. Gary Ciccozzi is the President of
VisionQuest Enterprise Group, Inc., a public company listed on the TSX Venture
Exchange and its wholly owned subsidiary, World Enviro-Solutions Technology
Corp. ("WEST"), Vancouver, British Columbia. VisionQuest is classified in Canada
as an enterprise management and development company and its subsidiary WEST is a
Canadian environmental acquisition/development similar in scope to Dungannon.
Although Mr. Ciccozzi is active in our management, he does not devote his
full-time and resources to our business. Because Mr. Ciccozzi has these divided
responsibilities, he may not be able to devote enough time to properly execute
our business plan, which could result in missed business opportunities and
worse-than-expected operating results. Mr. Ciccozzi will spend minimal time
working for the Company but has committed to share environmental enterprise
opportunities developed for Canada with Dungannon for the United States market.
Currently Mr. Ciccozzi does not have an employment agreement with the Company.

                                       11
<PAGE>
Furthermore, because Mr. Ciccozzi is involved in other business interests
similar to that of the Company, he could encounter potential conflicts of
interest between his divided responsibilities. There is no agreement in place to
prevent Mr. Ciccozzi from redirecting future clients and/or business
opportunities away from the Company. Additionally, we do not have a formal
policy for the resolution of any such conflicts or interest should they arise.

In addition, the Company's executive officer/director/controlling shareholder
currently is and could become, in his individual capacity,
officer/director/controlling shareholder and/or partner in other entities
engaged in a variety of businesses that may in the future engage in various
transactions with the Company.

We have not formulated a plan to resolve any possible conflicts that may arise
between our needs for Ciccozzi's services and his other business
responsibilities.

DUNGANNON WILL BE COMPETING FOR ENVIRONMENTAL OPERATING AND INVESTMENT
OPPORTUNITIES WITH OTHER ENTITIES, MANY OF WHICH MAY HAVE GREATER FINANCIAL
RESOURCES THAN DUNGANNON.

In the environmental industry in which Dungannon intends to operate, there is
considerable competition and there are several well capitalized environmental
investment capital sources seeking to identify potential in environmental
enterprises' products. Such competition may reduce the availability of suitable
investments or increase costs and/or price of acquisitions.

EXECUTIVE MANAGEMENT OF DUNGANNON'S BUSINESS IS PRIMARILY PROVIDED BY
DUNGANNON'S PRESIDENT.

At this stage of its corporate development, Dungannon has necessarily limited
the establishment of extensive administrative and operating infrastructure.
Instead, Dungannon will likely rely, for necessary skills, on external
adviser/consultants with extensive senior level management experience in such
fields as environmental enterprises, finance, process and production, marketing,
legal and regulatory, and investment. Accordingly, the future success of
Dungannon is very dependent upon the ongoing availability and commitment of its
officer/director and advisor consultants, not all of who will be bound by formal
contractual employment agreements. The absence of these formal contractual
relationships may be considered to represent an area of risk.

DUNGANNON MAY REQUIRE ADDITIONAL FUNDING WHICH MAY BE DILUTIVE TO COMMON
SHAREHOLDERS.

While there may be some immediate contribution to operating overhead from
prospective acquired and/or portfolio companies, in the event that existing
operating expenses cannot be supported by portfolio company revenues when the
proceeds of any corporate equity and/or debt offering may have been expended,
Dungannon may be required to seek additional funding which may be dilutive to
common shareholders.

DUNGANNON'S INVESTMENT/ACQUISITION POLICIES MAY BE CHANGED AT THE DISCRETION OF
ITS BOARD OF DIRECTORS.

Any funds invested or loaned into Dungannon will be entrusted to the Company's
sole director in whose judgment investors must depend with only limited
information about specific intentions. The Company's investment/acquisition
policies may be changed at the discretion of its sole director.

                                       12
<PAGE>
OUR COMMON STOCK IS SUBJECT TO THE PENNY STOCK RULE

The Securities and Exchange Commission Rule 15g-9 established the definition of
a "penny stock," for the purposes relevant to the company, as any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience objectives of the person; and
(ii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. The effective result of this Rule 15g-9, is that if the share
price is below $5.00 there will be fewer purchasers qualified by their brokers
to purchase shares of the company, and therefore a less liquid market for the
securities.

ITEM 2. PROPERTIES

Dungannon International's principal executive office address is 805-510 West
Hastings Street, Vancouver, British Columbia, Canada V6B 1L8. The principal
executive office and telephone number are provided by Gary W. Ciccozzi, the
officer/director of the corporation at no cost to the Company. There is no
agreement in place regarding leasing the executive office and telephone. The
costs associated with the use of the telephone and mailing address were deemed
by management to be immaterial as the telephone and mailing address were almost
exclusively used by the officer for other business purposes. We intend to use
our current address for our business activities throughout our development stage
during the next twelve months.

ITEM 3. LEGAL PROCEEDINGS

Dungannon International, Inc. is not currently involved in any legal proceedings
and is not aware of any pending or potential legal actions.

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

No matters were submitted to a vote of security holders during the year ended
July 31, 2004.

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company obtained an unpriced quotation on the Pink Sheets L.L.C. for its
common stock. However at this time, no public market exists for our common stock
or any other securities of the company and there can be no assurance that a
trading market will develop in the future, or if developed, that it will be
sustained.

The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)

                                       13
<PAGE>
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)make
a reasonable determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and experience in
financial matters to be capable of evaluating the risks of transactions in a
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets for the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker or dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.

HOLDERS

There are 46 shareholders of the Company's Common Stock.

DIVIDENDS

The Company has not paid any dividends to date, and has no plans to do so in the
immediate future.

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

The following Management's Discussion and Analysis of Operations contains
forward-looking statements that involve risks, uncertainties and assumptions.
The actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including, but not
limited to, those presented under "Item 1. Description of Business - Risk
Factors found elsewhere in this filing. The Company's actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors. The following should be read in conjunction with
our audited Consolidated Financial Statements included within.

Dungannon International, Inc. is a development stage environmental enterprise
products/services management and development corporation engaged in the business
of acquiring revenue generating equity and other securitized interests in
environmental enterprises.

ANALYSIS OF FINANCIAL CONDITION

The Company has not yet generated positive cash flow from operating activities.
Dungannon International has a current cash balance of $1,728. We are relying on
our officer/director to lend funds to our company in order to maintain minimum
levels of operations through the fourth quarter, 2004; however, in order to
achieve our business plan goals, we will need to raise capital through loans or
a private placement of equity securities.

COMPARISON OF FISCAL YEAR 2004 WITH FISCAL YEAR 2003

Revenues for fiscal year 2004 were $0 compared with $0 in 2003. General and
Administrative Expenses were $4644 in 2004 and $4865 in 2003. Net loss in 2004
was $4644 as against $4865 in 2003. The company does not consider this a
material change. The company had working capital of $1728 for July 31, 2004
compared to $483 at July 31, 2003 and faces the need for substantial additional
working capital in the near future.

                                       14
<PAGE>
The Company has prepared audited financial statements as of July 31, 2004. The
Company's ability to establish itself as a going concern is dependent upon the
company obtaining sufficient financing to continue its development activities.
There is no assurance that the company will achieve profitable operations in the
future. The Company could be required to secure additional financing to
implement further development plans. There is no assurance that such financing
will be available to the Company, or if available, will be available on terms
and conditions satisfactory to management.

PLAN OF OPERATION

We are a development stage company and have generated no revenue to date. We
have sold $20,382 in equity securities to pay for our prior minimum level of
operations. Our current cash balance as of July 31, 2004 is $1,728. We do not
believe the company's current cash balance is sufficient to fund the current
minimal level of operations through the next 12 months. In order to advance the
Company's business plan we must raise $200,000 capital through the sale of
equity securities or debt financing. If the company is unable to raise
additional funds in the equity/debt securities market, we will be forced to rely
on existing cash in the bank and funds loaned by an officer and or director. We
anticipate our executive officer/director will cover any basic cash requirements
required to keep us in compliance with all existing corporate filing
requirements, including the Securities and Exchange Commission over the course
of the next twelve months.

The auditor's opinion to our financial statements indicates that it was prepared
on the assumption that we continue as a going concern. Nevertheless, our
independent auditor believes it is "unlikely" that we can continue as a going
concern. See "Independent Auditors' Report" on page 1 of the financial
statements. The auditor notes that we remain a development stage company and
that we are dependent upon the Company's ability to meet its future financing
requirements.

Over the next 12-months, the Company intends to spend our time and resources on
the following activities:

     -    Complete SEC Registration Process. The Company hopes to have our Form
          10SB completed during the fourth quarter, 2004. All of our effort and
          resources will be focused on this effort until it has been
          successfully completed.

     -    Raise capital. Beginning in second quarter, 2005, after we have
          successfully completed our SEC registration process, we intend to
          contact various established broker dealers with the hope of finding
          one willing to assist us in locating adequate funding. In the event we
          are not able to find a broker-dealer willing to assist us, our
          contingency plan calls for our officer/director to prepare a private
          placement memorandum and raise capital of $200,000 through the sale of
          common stock in a private placement by selling 200,000 shares at $1.00
          per share. If the Company is successful at raising these funds we
          intend to spend the funds as follows:

          Legal and Accounting Fees                              $ 20,000
          Office Lease and furniture/equipment                   $ 45,000
          Set up and maintenance of Web site                     $ 15,000
          Marketing                                              $ 15,000
          Salaries                                               $ 50,000
          Working Capital Reserve                                $ 55,000
                                                                 --------
          Total                                                  $200,000
                                                                 ========

                                       15
<PAGE>
     -    Establish Working Office. Once we have raised capital of $200,000, we
          will open an actual office capable of hosting our prospective clients.
          This should take approximately one month to establish and get prepared
          for hosting prospective clients. The company anticipates that it will
          need $25,000 to rent office space and $20,000 for purchase of
          computers and fixed assets. Also at this stage we intend to create all
          of our necessary support materials and documentation to properly
          conduct our business activities regarding marketing and advertising.
          During the interim, the Company plans to begin its design phase of
          producing a web site that will describe all consulting and business
          activities.

     -    Commence Marketing Efforts. Although marketing efforts will be an
          ongoing and a never ending process, the Company intends to begin with
          its initial market efforts only after we have successfully completed
          our SEC registration, raised the required capital and opened a working
          office. The company intends to allocate $15,000 on its initial
          marketing to seeking contacts regarding possible environmental
          acquisitions through trade shows, advertisements in environmental
          industry related magazines and through personal contacts.

At this time the company has not raised capital, established a working office or
commenced marketing efforts. None of these activities are revenue generating.
Due to limited resources and lack of operational performance, there is not a
guarantee that the company will succeed in executing its business plan or its
projected activities over the next 12 months. Because we have no operating
history, it is difficult to evaluate our business and future prospects. Our
revenue and income potential is unproven and our business model may not work.

Management is currently evaluating the feasibility of conducting a limited
offering or private placement of our securities. Such offerings would probably
require us to register securities for sale with the Securities and Exchange
Commission. The cost of undergoing such a registration might be prohibitive and
could prevent us from obtaining the investment capital we need to commence
execution of our business plan.

We have received a going concern opinion on our financial statements that raises
substantial doubt as to our ability to continue as a going concern. As noted in
our accompanying financial statements, our current financial condition of
nominal assets and no current operating business activities necessary for
revenues and operating capital create substantial doubt as to our ability to
continue as a going concern. If our business plan does not work, we could remain
as a start-up company with no material operations, revenues, or profits.
Although management believes their plan for Dungannon International will
generate revenue and profit, there is no guarantee their past experiences will
provide the company with similar future successes.

We will only be able to implement our business plan if we receive funding. Our
plan is to raise $200,000 in funding and to use funding we receive to provide
cash for our business plan during the next twelve months as cash flow from sales
is not estimated to begin within the next twelve months. We will face
considerable risk in each of our business plan steps, such as difficulty in
hiring competent personnel within our budget, or a shortfall of funding due to
our inability to raise capital.

If no funding is received during the next twelve months, we will be forced to
rely on funds loaned by our officer/director. Dungannon International's
officer/director has verbally agreed to advance funds to the company to continue
minimal operations until we are able to secure proper funding for our business
activities. The officer/director is involved in other business activities and
may, in the future, become involved in additional business opportunities. If a

                                       16
<PAGE>
specific opportunity becomes available, he may face a conflict in selecting
between the Company and the other business interest(s). The Company has not
formulated a policy for the resolution of such conflicts. In such a restricted
cash flow scenario, we would be unable to complete our business plan steps, and
would, instead, delay all cash intensive activities. Without necessary cash
flow, Dungannon International may be dormant during the next twelve months, or
until such time as necessary funds could be raised through sources such as loans
or from a private placement sale of our shares in the equity securities market.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL CAPITAL

Until we raise sufficient capital from outside sources to commence full-scale
operations we anticipate our executive officer/director will cover any basic
cash requirements required to keep us in compliance with all existing corporate
filing requirements, including the Securities and Exchange Commission over the
course of the next twelve months. However, because there are no formal
agreements in place with our executive officer/director, no assurances can be
given that he will provide for any cash shortfalls or that any cash shortfalls
can be deferred or paid for through the issuance of common stock.

In our efforts to become a fully reporting company with the Securities and
Exchange Commission (SEC) we have incurred expenses of $2,500 associated with
the filing of this Registration Statement on Form 10SB. This expense consisted
of professional services associated with our independent auditing firm. We have
not incurred, nor do we anticipate any additional expenses associated with our
efforts to become fully reporting except auditing expenses and filing expenses
for future filing requirements with the Securities and Exchange Commission.
These expenses are estimated to be no more than $6,000 over the course of the
next twelve months.

We will only be able to continue to advance our business plan after we receive
capital funding. If the company is not able to raise the full amount, actual
funds raised will be used proportionately in the itemized categories to begin
minimal operations. Even if 100% funding is realized, no guarantees can be made
that the Company will ever generate revenues or become profitable.

If our executive officer/director does not cover the cash cost of our auditing
requirements, a failure to maintain current auditing of our corporate affairs
would result in our failure to meet our future filing requirements with the
Securities and Exchange Commission. Failure to retain our status as a reporting
company could further limit our abilities to raise the necessary amount of
investment capital to commence execution of our business plan.

The Company may experience significant volatility in its quarterly and annual
results. If and when the company begins operations with cash flow, there can be
no assurance that the Company will ever report a net income in any period, and
the Company expects that it will report operating losses for the foreseeable
future.

Excluding the company's executive officer, the Company has no employees. While
the Company plans to hire additional employees and train them, it may be unable
to find and hire additional qualified management and professional personnel to
help lead the Company. The addition of employees will depend on the ability of
the company to raise additional capital, which cannot be assured.

Mr. Ciccozzi, the Company's executive officer/director makes up its entire
management team. He currently serves as President of VisionQuest Enterprise
Group, Inc., a public company listed on the TSX Venture Exchange, and its
subsidiary, World Enviro-Solutions Technology Corp. ("West"). Mr. Ciccozzi plans
to initially devote minimal time to promoting the company's strategic business
plan. If other obligations take priority for the company's officer/director, it
will have a material adverse impact on the progress of the company. In addition,
excluding the shares that were issued to the officer/director at $3,000, there

                                       17
<PAGE>
has been, and are no plans for compensation to be paid to the officer/director
until sufficient revenue flow can be generated, of which there is no guarantee.
Since the officer/director is being compensated by his employment elsewhere, he
may be less motivated to spend adequate time devoted to company activities.
Should our executive officer/director fail to raise the necessary capital to
execute our business plan, there will be inadequate resources to hire new
personnel capable of possibly raising much needed funds and/or executing our
business plan. We believe that the current efforts from our existing executive
officer/director will prove satisfactory in enabling us to raise the necessary
capital to properly execute our business plan.

Management does not anticipate any product research and development, or the
purchase or sale of any significant equipment.

FACTORS THAT MAY AFFECT FUTURE RESULTS

The majority of management's efforts to date have centered on developing our
business plan, listing the Company on the Pink Sheets L.L.C. and preparing to
become a fully registered and compliant company with the Securities and Exchange
Commission (SEC). None of these activities are revenue generating. We believe
that by becoming registered with the SEC it will simplify our tasks of raising
capital from outside investors. Presently we anticipate we will need to raise a
minimum of $200,000 from outside investors to properly execute our business
plan.

We have not conducted any talks - preliminary or otherwise - with any
prospective investors, broker/dealers, banks or other sources of funds. Nor do
we have any specific plans on how we will raise this necessary capital. However,
such methods may include public or private sales of our equity, borrowings from
institutions or individuals, venture capital, investments from possible angel
investors, and other methods and/or sources that may become available to us.

Until we can successfully raise sufficient capital we will remain dependent on
our executive officer/director to support our business operations and provide us
with adequate capital for our ongoing capital needs. Our officer/director has
not entered into any agreement requiring him to provide for our capital needs.
We can give no assurances that he will provide for our capital needs or that we
will be able to raise sufficient capital to execute our business plan.

Furthermore our ability to raise capital by selling securities, equity and/or
debt, and hence our liquidity, could be materially adversely affected by the
general unease in the equities market, the limited availability of venture
capital financing sources, and current worldwide general economic woes. If the
company raises additional funds through the issuance of equity or convertible
debt securities, the percentage ownership of its shareholders would be reduced,
and such securities might have rights, preferences or privileges senior to its
common stock. Additional financing may not be available upon acceptable terms or
at all. If adequate funds are not available or are not
available on acceptable terms, the Company's ability to fund its expansion, take
advantage of business opportunities, develop, or enhance its business plan or
otherwise respond to competitive pressures would be significantly limited, and
it may significantly restrict the Company's operations. If we fail to raise the
necessary capital to commence full-scale operations, we may be forced into
involuntary insolvency. Management intends to prevent accruing unnecessary
expenses until sufficient funding has been procured to prevent such a situation
from ever developing.

                                       18
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Beckstead and Watts, LLP
Certified Public Accountants

                                                         3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                              702.257.1984 (tel)
                                                              702.362.0540 (fax)

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Dungannon International,  Inc.
(the "Company") (A Development Stage Company), as of July 31, 2004 and 2003, and
the related statement of operations,  stockholders'  equity,  and cash flows for
the years  then  ended,  and for the  period  from  February  18,  1999 (Date of
Inception) to July 31, 2004. 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 the  standards  of Public  Company
Accounting Oversight Board (United States). 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 Dungannon  International,  Inc.
(A  Development  Stage Company) as of July 31, 2004 and 2003, and the results of
its  operations  and cash  flows for the years  then  ended,  and for the period
February 18, 1999 (Date of Inception) to July 31, 2004, in conformity  with U.S.
generally accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the  Company  has had  limited  operations  and have not  commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Beckstead and Watts, LLP

Las Vegas, NV

September 16, 2004

                                       19
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                          July 31,
                                                                 ---------------------------
                                                                   2004               2003
                                                                 --------           --------
<S>                                                              <C>                <C>
ASSETS

Current assets:
  Cash                                                           $  1,728           $    483
                                                                 --------           --------
      Total current assets                                          1,728                483
                                                                 --------           --------

                                                                 $  1,728           $    483
                                                                 ========           ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                               $     --           $     81
  Notes payable - related party                                     5,970                 --
                                                                 --------           --------
      Total current liabilities                                     5,970                 81
                                                                 --------           --------

Stockholders' equity (deficit):
  Preferred stock, $0.0001 par value, 20,000,000 shares
   authorized, no shares issued or outstanding                         --                 --
  Common stock, $0.0001 par value, 80,000,000 shares
   authorized, 3,177,000 shares issued and outstanding
   as of 7/31/04 and 7/31/03, respectively                            318                318
  Additional paid-in capital                                       20,382             20,382
  (Deficit) accumulated during development stage                  (24,942)           (20,298)
                                                                 --------           --------
                                                                   (4,242)               402
                                                                 --------           --------

                                                                 $  1,728           $    483
                                                                 ========           ========
</TABLE>

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

                                       20
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                         For the years ended            February 18, 1999
                                                               July 31,                  (Inception) to
                                                    -------------------------------         July 31,
                                                       2004                2003              2004
                                                    -----------         -----------       -----------
<S>                                                 <C>                 <C>               <C>
Revenue                                             $        --         $        --       $        --
                                                    -----------         -----------       -----------
Expenses:
  General and administrative expenses                     4,644               4,865            24,942
                                                    -----------         -----------       -----------
      Total expenses                                      4,644               4,865            24,942
                                                    -----------         -----------       -----------

Net (loss)                                          $    (4,644)        $    (4,865)      $   (24,942)
                                                    ===========         ===========       ===========
Weighted average number of common shares
 outstanding - basic and fully diluted                3,177,000           3,177,000
                                                    ===========         ===========

Net (loss) per share - basic and fully diluted      $        --         $        --
                                                    ===========         ===========
</TABLE>

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

                                       21
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
                                                                                          (Deficit)
                                        Common Stock                                     Accumulated      Total
                                    -------------------     Additional                     During      Stockholders'
                                                              Paid-in    Subscriptions   Development     Equity
                                    Shares       Amount       Capital     Receivable       Stage        (Deficit)
                                    ------       ------       -------     ----------       -----        ---------
<S>                                             <C>           <C>           <C>          <C>            <C>
                                         --     $    --       $    --       $  --        $     --       $     --
Net (loss)
   February 18, 1999
   (Inception) to
   July 31, 1999                                                                               --             --
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 1999                   --          --            --          --              --             --

February 2000
   Founders shares
   issued for subscriptions
   receivable                     3,000,000         300         2,700          --              --          3,000

June 2000
   Cash received for
   private placement                                                          200                            200

Net (loss)
   For the year ended
   July 31, 2000                                                                           (3,624)        (3,624)
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 2000            3,000,000         300         2,700         200          (3,624)          (424)

September 2000
   Private placement
   issued for cash and
   subscriptions receivable         177,000          18        17,682        (415)                        17,285

Net (loss)
   For the year ended
   July 31, 2001                                                                           (6,001)        (6,001)
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 2001            3,177,000         318        20,382        (215)         (9,625)        10,860

May 2002
   Cancellation of
   subscriptions receivable                                                   215                            215

Net (loss)
   For the year ended
   July 31, 2002                                                                           (5,808)        (5,808)
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 2002            3,177,000         318        20,382          --         (15,433)         5,267

Net (loss)
   For the year ended
   July 31, 2003                                                                           (4,865)        (4,865)
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 2003            3,177,000         318        20,382          --         (20,298)           402

Net (loss)
   For the year ended
   July 31, 2004                                                                           (4,644)        (4,644)
                                 ----------     -------       -------       -----        --------       --------
Balance, July 31, 2004            3,177,000     $   318       $20,382       $  --        $(24,942)      $ (4,242)
                                 ==========     =======       =======       =====        ========       ========
</TABLE>

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

                                       22
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                         For the years ended        February 18, 1999
                                                               July 31,              (Inception) to
                                                      --------------------------        July 31,
                                                        2004              2003            2004
                                                      --------          --------        --------
<S>                                                   <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                          $ (4,644)         $ (4,865)       $(24,942)
  Changes in operating assets and liabilites:
    Decrease in prepaid expense                             --             1,000              --
    (Decrease) increase in accounts payable                (81)               81              --
                                                      --------          --------        --------
Net cash (used) by operating activities                 (4,725)           (3,784)        (24,942)
                                                      --------          --------        --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable - related party            5,970                --           5,970
  Issuances of common stock                                 --                --          20,700
                                                      --------          --------        --------
Net cash provided by financing activities                5,970                --          26,670
                                                      --------          --------        --------

Net increase (decrease) in cash                          1,245            (3,784)          1,728
Cash - beginning                                           483             4,267              --
                                                      --------          --------        --------
Cash - ending                                         $  1,728          $    483        $  1,728
                                                      ========          ========        ========
Supplemental disclosures:
  Interest paid                                       $     --          $     --        $     --
                                                      ========          ========        ========
  Income taxes paid                                   $     --          $     --        $     --
                                                      ========          ========        ========
</TABLE>

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

                                       23
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                                      Notes


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized  February 18, 1999 (Date of Inception)  under the laws
of the State of Delaware,  as Dungannon  International,  Inc. The Company has no
operations  and in  accordance  with  SFAS  #7,  the  Company  is  considered  a
development stage company.  The Company is authorized to issue 80,000,000 shares
of $0.0001 par value  common  stock and  20,000,000  shares of $0.0001 par value
preferred stock.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

CASH AND CASH EQUIVALENTS
     For  the  purpose  of the  statements  of cash  flows,  all  highly  liquid
     investments  with  an  original  maturity  of  three  months  or  less  are
     considered to be cash equivalents. There are no cash equivalents as of July
     31, 2004 and 2003.

REVENUE RECOGNITION
     The Company  recognizes  revenue and gains when earned and related costs of
     sales and expenses when incurred.

ADVERTISING COSTS
     The Company  expenses all costs of advertising  as incurred.  There were no
     advertising costs included in general and  administrative  expenses in 2004
     or 2003.

USE OF ESTIMATES
     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 revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS
     Fair  value  estimates  discussed  herein  are based  upon  certain  market
     assumptions  and pertinent  information  available to management as of July
     31,   2004  and   2003.   The   respective   carrying   value  of   certain
     on-balance-sheet  financial  instruments  approximated  their fair  values.
     These  financial  instruments  include  cash,  accounts  payable  and notes
     payable.  Fair values were assumed to approximate  carrying values for cash
     and  payables  because  they are short  term in nature  and their  carrying
     amounts approximate fair values or they are payable on demand.

REPORTING ON THE COSTS OF START-UP ACTIVITIES
     Statement of Position 98-5 (SOP 98-5),  "Reporting on the Costs of Start-Up
     Activities," which provides guidance on the financial reporting of start-up
     costs and organizational  costs, requires most costs of start-up activities
     and organizational costs to be expensed as incurred.  SOP 98-5 is effective
     for fiscal years  beginning  after December 15, 1998.  With the adoption of
     SOP 98-5,  there has been  little or no effect on the  Company's  financial
     statements.

LOSS PER SHARE
     Net loss per share is provided in  accordance  with  Statement of Financial
     Accounting  Standards No. 128 (SFAS #128) "Earnings Per Share".  Basic loss
     per share is computed by dividing losses  available to common  stockholders
     by the weighted  average  number of common  shares  outstanding  during the
     period.  As of July 31, 2004 and 2003,  the Company had no dilutive  common
     stock equivalents, such as stock options or warrants.

DIVIDENDS
     The Company has not yet adopted any policy regarding  payment of dividends.
     No dividends have been paid or declared since inception.

                                       24
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                                      Notes


INCOME TAXES
     The Company  follows  Statement of Financial  Accounting  Standard No. 109,
     "Accounting  for Income Taxes" ("SFAS No. 109") 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.

     Deferred income taxes may arise from temporary  differences  resulting from
     income and expense items reported for financial accounting and tax purposes
     in  different  periods.   Deferred  taxes  are  classified  as  current  or
     non-current,  depending on the  classification of assets and liabilities to
     which they relate.  Deferred taxes arising from temporary  differences that
     are not  related  to an asset or  liability  are  classified  as current or
     non-current depending on the periods in which the temporary differences are
     expected to reverse.

RECENT PRONOUNCEMENTS
     In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of Variable
     Interest  Entities",  an interpretation of Accounting Research Bulletin No.
     51. FIN No. 46 requires that variable  interest entities be consolidated by
     a company if that company is subject to a majority of the risk of loss from
     the  variable  interest  entity's  activities  or is  entitled to receive a
     majority of the entity's residual returns or both. FIN No. 46 also requires
     disclosures  about  variable  interest  entities  that  companies  are  not
     required to consolidate  but in which a company has a significant  variable
     interest.  The  consolidation   requirements  of  FIN  No.  46  will  apply
     immediately to variable  interest  entities created after January 31, 2003.
     The consolidation  requirements will apply to entities established prior to
     January 31, 2003 in the first fiscal year or interim period beginning after
     June 15, 2003.  The  disclosure  requirements  will apply in all  financial
     statements  issued  after  January  31,  2003.  FIN No. 46 did not have any
     impact on the Company's financial position or results of operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of Both Liabilities and Equity."
     SFAS No. 150 changes  the  classification  in the  statement  of  financial
     position of certain  common  financial  instruments  from either  equity or
     mezzanine  presentation  to  liabilities  and  requires  an issuer of those
     financial  statements  to  recognize  changes in fair  value or  redemption
     amount, as applicable, in earnings. SFAS No. 150 is effective for financial
     instruments  entered  into or  modified  after May 31,  2003,  and with one
     exception,  is  effective  at the  beginning  of the first  interim  period
     beginning  after June 15, 2003. The effect of adopting SFAS No. 150 will be
     recognized  as a  cumulative  effect  of an  accounting  change  as of  the
     beginning of the period of adoption.  Restatement  of prior  periods is not
     permitted.  SFAS No. 150 did not have any impact on the Company's financial
     position or results of operations.

STOCK-BASED COMPENSATION
     The Company accounts for stock-based awards to employees in accordance with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees" and related  interpretations and has adopted the disclosure-only
     alternative  of FAS No. 123,  "Accounting  for  Stock-Based  Compensation."
     Options  granted  to  consultants,  independent  representatives  and other
     non-employees  are  accounted for using the fair value method as prescribed
     by FAS No. 123.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation--Transition  and  Disclosure--an  amendment  of SFAS No. 123."
     This  Statement   amends  SFAS  No.  123,   "Accounting   for   Stock-Based
     Compensation", to provide alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based

                                       25
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                                      Notes


     employee  compensation.  In addition,  this statement amends the disclosure
     requirements  of SFAS No.  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  adoption  of SFAS No.  148 did not have a material
     impact on the company's financial position or results of operations.

YEAR END
     The Company has adopted July 31 as its fiscal year end.

NOTE 3 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.   However,  the  Company  has  not  commenced  its  planned  principal
operations  and it has not  generated  any  revenues.  In  order to  obtain  the
necessary capital,  the Company raised funds via private placement offering.  If
the  securities  offering  does  not  provide  sufficient  capital,  some of the
shareholders  of the Company have agreed to provide  sufficient  funds as a loan
over the next twelve-month  period.  However,  the Company is dependent upon its
ability to secure equity and/or debt financing and there are no assurances  that
the  Company  will be  successful,  without  sufficient  financing  it  would be
unlikely for the Company to continue as a going concern.

The officers and directors are involved in other business activities and may, in
the future,  become  involved  in other  business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting  between the Company and their other business  interests.  The Company
has not formulated a policy for the resolution of such conflicts.

NOTE 4 - INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  No.  109,  "Accounting  for Income  Taxes"  ("SFAS No.  109"),  which
requires use of the  liability  method.  SFAS No. 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:

          U.S federal statutory rate      (34.0%)
          Valuation reserve                34.0%
                                          -----
          Total                              --%
                                          =====

As of July 31,  2004,  the Company  has a net  operating  loss carry  forward as
follows:

          Year           Amount          Expiration
          ----           ------          ----------
          1999          $    --             2019
          2000          $ 3,624             2020
          2001          $ 6,001             2021
          2002          $ 5,808             2022
          2003          $ 4,865             2023
          2004          $ 4,644             2024

                                       26
<PAGE>
                          Dungannon International, Inc.
                          (a Development Stage Company)
                                      Notes


NOTE 5 - NOTES PAYABLE - RELATED PARTY

During the year ended July 31, 2004,  the sole  officer and director  loaned the
Company a total of $5,970. As of July 31, 2004, the total amount owed is $5,970.
This amount does not bear any interest and is due upon demand.

NOTE 6 - STOCKHOLDERS' EQUITY

The Company is  authorized to issue  80,000,000  shares of its $0.0001 par value
common stock and 20,000,000 shares of it $0.0001 par value preferred stock.

On February 23, 2000,  the Company  issued  3,000,000  shares of its $0.0001 par
value  common  stock to an  individual  who is an officer  and  director  of the
Company in exchange for a cash of $3,000.

On June 15, 2000, the Company  received $200 in cash for shares that were issued
in the private placement.

On  September  15,  2000,  the Company  issued  177,000 of its $0.0001 par value
common stock for total of $17,700 pursuant to a private placement,  of which the
Company  received $17,485 in cash and cash equivalents and $215 in subscriptions
receivable.

On May 8, 2002,  the  Company  received  $215 to cancel  the  entire  balance of
subscriptions receivable.

As of July 31,  2004,  there  have  been no other  issuances  of  common  and/or
preferred stock.

NOTE 7 - WARRANTS AND OPTIONS

As of July 31, 2004 and 2003,  there are no warrants or options  outstanding  to
acquire any additional shares of common stock and/or preferred stock.

NOTE 8 - RELATED PARTY TRANSACTIONS

On September 15, 2000,  the Company issued 3,000 of its $0.0001 par value common
stock to three  individuals  who are  family  members  of the  President  of the
Company for total of $300 pursuant to a private placement.

The Company does not lease or rent any  property.  Office space and services are
provided without charge by a director and shareholder. Such costs are immaterial
to the financial statements and,  accordingly,  have not been reflected therein.
The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 9 - SUBSEQUENT EVENTS

On August 18, 2004, the Company  received $2,000 as a loan from the sole officer
and director of the Company. The loan is due upon demand and bears no interest.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None

                                       27
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The officer/director of Dungannon International, whose one year term will expire
February 20, 2005, or at such a time as their successor shall be elected and
qualified is as follows:

   Name & Address        Age    Position     Date First Elected    Term Expires
    --------------        ---    --------     ------------------    -----------
    Gary Ciccozzi         59     President,        02/18/99           02/20/05
    805-510 West                 Secretary,
    Hastings St.                 Treasurer,
    Vancouver, British           Director
    Columbia V6B 1L8

The foregoing person may be deemed a "promoter" of Dungannon International, as
that term is defined in the rules and regulations promulgated under the
Securities and Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

The Company's executive officer/director will devote his time to the business on
an "as-needed" basis, which is expected to require minimal time up to 20 hours
per week. The officer/director will consider devoting full-time services to the
company when the company has sufficient funds for salaries.

No current or former executive officer or director of the corporation has been
the subject of any order, judgment, or decree of any court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring, suspending or otherwise limiting him or her from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding that is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

Resume

Gary W. Ciccozzi                           President, Secretary,
                                           Treasurer, and Director

Mr. Gary W. Ciccozzi has over 30 years experience in corporate finance and
financial management. Mr. Ciccozzi is the managing principal of Proview Capital
Management Associates, Inc., Vancouver, British Columbia, Canada. Mr. Ciccozzi
holds 100% interest in this private corporate capital management-consulting firm
that he founded in 1984. Since 1996, Mr. Ciccozzi has also been President and a
Director of VisionQuest Enterprise Group Inc., a public enterprise management
and development corporation listed on the TSX Venture Exchange. Further, he is
President and Director of all VisionQuest subsidiaries including environmental
subsidiaries World EnviroSolutions Technology Corp. and VQ-Shield Coatings and
Chemical Corp., and Clear Winds of Canada Corporation; marketing services
subsidiary VisionWorks Marketing Corp.; automotive subsidiary VQ-Speedi

                                       28
<PAGE>
Automotive Inc.; and venture capital service subsidiary VQ-Capital House Inc.
Prior to founding Proview in 1984, Mr. Ciccozzi directed the investment and
funding operations of B.C. Central Credit Union, a major British Columbia
financial services organization with assets in excess of one billion dollars at
the time. Mr. Ciccozzi does not have any continued affiliation or relationship
with B.C. Central Credit Union. Mr. Ciccozzi holds Bachelor of Commerce and
Masters of Business Administration Degrees from the University of British
Columbia, Vancouver, British Columbia, Canada.

ITEM 10 - EXECUTIVE COMPENSATION

Dungannon International's current officer receives no compensation. The current
Board of Directors is comprised of only Mr. Gary W. Ciccozzi.

                           Summary Compensation Table

                                             Other
Name &                                       Annual       Restricted
Principal                                    Compensa-      Stock       Options
Position     Year    Salary($)   Bonus($)    tion($)        Awards       SARs($)
--------     ----    ---------   --------    -------        ------       -------
Gary         2000      -0-         -0-         -0-           -0-           -0-
Ciccozzi,    2001      -0-         -0-         -0-           -0-           -0-
President    2002      -0-         -0-         -0-           -0-           -0-
             2003      -0-         -0-         -0-           -0-           -0-
             2004      -0-         -0-         -0-           -0-           -0-

There are no current employment agreements between the company and its executive
officer. The officer currently devotes an immaterial amount of time to manage
the affairs of the company. The director and principal officer has agreed to
work with no remuneration until such time as the company receives sufficient
revenues necessary to provide proper salaries to all officers and compensation
for director's participation. The officer and the board of directors have
determined that a minimum cash balance of not less than $10,000 will be
necessary before officers may receive compensation. At this time, management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of Dungannon International in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the company.

ITEM 11 - SECURITY OWNERSHP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Dungannon
International's voting securities by officers, directors and major shareholders
as well as those who own beneficially more than five percent of Dungannon's
common stock through the most current date November 30, 2004:

Title of              Name &                       Amount &             Percent
 Class               Address                    Nature of Owner          Owned
 -----               -------                    ---------------          -----
Common         Gary Ciccozzi (2)                 3,000,000 (1)           94.4%
               805-510 West Hastings St.
               Vancouver, British Columbia
               Canada
               V6B 1L8
Total Shares Owned by Officers
& Directors as a Group                           3,000,000               94.4%

----------
(1)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission and includes voting or investment power
     with respect to the securities. Under SEC rules, a person is deemed to be
     the beneficial owner of securities which may be acquired by such person

                                       29
<PAGE>
     upon the exercise of options and warrants or the conversion of convertible
     securities within 60 days from the date on which beneficial ownership is to
     be determined. Each beneficial owner's percentage ownership is determined
     by dividing the number of shares beneficially owned by that person by the
     number of outstanding shares, increased to reflect the beneficially-owned
     share underlying options, warrants or other convertible securities included
     in that person's holdings, but not those underlying shares held by any
     other person. As of November 30, 2004, we had 3,177,000 shares issued and
     outstanding.
(2)  Gary W. Ciccozzi's address is 805-510 West Hastings Street, Vancouver,
     British Columbia V6B 1L8. Mr. Ciccozzi is the direct owner as described
     above. Unless otherwise indicated the named party is believed to be the
     sole investor and have voting control of the shares set forth in the above
     table Based on the 3,177,000 outstanding common shares as of November 30,
     2004. As of November 30, 2004, there were 46 stockholders of record.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Gary W.
Ciccozzi, the president of the corporation. The costs associated with the use of
the telephone and mailing address were deemed to be immaterial as the telephone
and mailing address were almost exclusively used by him for other business
purposes.

On February 23, 2000, the Company issued 3,000,000 shares of its $0.0001 par
value common stock in exchange for cash of $3000 from Mr. Gary W. Ciccozzi, a
director and officer of the corporation. On September 15, 2000, the Company
issued 1,000 shares of common stock to Claire Ciccozzi, the director/officer's
wife, at $.10 per share, 1,000 shares of common stock to Damon Ciccozzi, the
director/officer's son, at $.10 per share, and 1,000 shares of common stock to
Antony Cicozzi, the director/officer's brother.

The company does not have any policies regarding entering into transactions with
affiliated parties. The board of directors may adopt such policies in the
future, but none are contemplated at this time.

                                     PART IV

ITEM 13 - EXHIBITS AND REORTS ON FORM 8-K

(a) Exhibits

     Exhibit 31.1 - Certification of Chief Executive Officer pursuant to
                    Section 302 of The Sarbanes-Oxley Act Of 2002
     Exhibit 31.2 - Certification of Chief Financial Officer pursuant to
                    Section 302 of The Sarbanes-Oxley Act Of 2002
     Exhibit 32.1 - Certification of Chief Executive Officer pursuant to
                    Section 906 of The Sarbanes-Oxley Act Of 2002
     Exhibit 32.2 - Certification of Chief Financial Officer pursuant to
                    Section 906 of The Sarbanes-Oxley Act Of 2002

ITEM 14 - CONTROLS AND PROCEDURES

Dungannon's chief executive officer and chief financial officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-14c under the Securities and Exchange Act of 1934, as amended) as of July
31, 2004 (the Evaluation Date). Based on that evaluation, they concluded that as
of the Evaluation Date, Dungannon had sufficient procedures for recording,
processing, summarizing and reporting information that is required to be
disclosed in its reports under the Securities and Exchange Act of 1934, as
amended.

Since the Evaluation Date, there have not been any significant changes to
Dungannon's internal controls or other factors that could significantly affect
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

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<PAGE>
                                   SIGNATURES

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

DUNGANNON INTERNATIONAL, INC.



By:/s/ Gary Ciccozzi                                 Dated:  November 30, 2004
-----------------------------                              ---------------------
Gary Ciccozzi,
Director and President


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