SECURITIES
AND EXCHANGE
COMMISSION Washington, D.C. 20549

FORM 10-KSB-A-2

(Mark One)

[X
]     Annual report under Section 13
or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
August 31, 2004.

[  ]      Transition report under Section 13
or 15(d) of the Securities Exchange Act of 1934 (No fee required)for the
transition period from

to .

Commission
file number:
000-33255

NEWTECH
RESOURCES LTD. (Exact name of small business issuer
as specified in its charter)

|NEVADA(State or other
jurisdiction of incorporation or organization) | 98-0342217(IRS Employer
Identification Number)
|-------------------------------------------------------------------- | ----------------------------------------------

2610-1066 West Hastings
Street, Vancouver, British Columbia, Canada V6E 3X2(Address of
Principal Executive
Office)          (Postal Code)

(604)
602-1717 (Issuers telephone number, Including Area Code)

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

|Title of Each ClassCommon
Stock ($0.001 Par Value) | Name of each Exchange on Which RegisteredNone
|-------------------------------------------------- | ---------------------------------------------

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

YesX
         No

Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this
form, and if no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form
10-KSB [ ].

The registrant's net sales
for the year ended August 31, 2004, were $0.

The aggregate market value
of the registrant's common stock, $0.001 par value (the only class of voting
stock),
held by non-affiliates was approximately $253,740 based on the average closing
bid and asked prices for the
common stock on October 29, 2004.

At October 29, 2004, the
number of shares outstanding of the registrant's common stock, $0.001 par value
(the
only class of voting stock), was 12,686,996.

---

TABLE OF CONTENTS



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

---

PART I

Corporate History.

As used herein, the term Company
refers to Newtech Resources Ltd., unless the context indicates otherwise. Newtech
Resources Ltd. was organized under the laws of the State of Nevada on July 27, 1998
and subsequently became involved in the research and development of glycosylated cystatins
and non-glycosylated cystatins pursuant to the terms of an option agreement with Kaizen
Food Corporation (Kaizen). The Company had hoped to manufacture, market and
sell glycosylated cystatins and non-glycosylated cystatins to research laboratories.

The agreement granted the Company an
option to exercise an exclusive license to manufacture, market, and sub-license the end
products of pre-clinical trials of glycosylated cystatins and non-glycosylated cystatins
in exchange for funding Kaizans research and development. The option agreement
required that the Company fund Kaizan in excess of $2,000,000 by June of 2004. Despite
considerable effort, the Company was unable to secure the required funding. On November
25, 2003 Kaizen placed the Company on notice that it was in default of the terms of the
option agreement. The Company was unable to remedy the default and has since abandoned its
agreement with Kaizen.

Selection of a Business.

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

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

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

---

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

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

Acquisition of Business.

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

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

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

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

---

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

Operation of Business
After Acquisition.

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

Government Regulation.

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

Competition.

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

Employees.

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

---

Reports to Security
Holders.

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

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

The Company currently maintains its
offices at 2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2.
The Company pays no rent for the use of this address. The Company does not believe that it
will need to maintain an office at any time in the foreseeable future in order to carry
out the plan of operation described herein.

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

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

PART II

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

---

`-------------- -------------------------- --------------------- --------------------
                Year           Quarter Ended              High                  Low
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2004           August 31                  $0.18                 $0.02
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               May 31                     $0.22                 $0.10
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               February 28                $0.21                 $0.12
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2003           November 30                $0.32                 $0.11
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               August 31                  $0.53                 $0.17
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               May 31                     $1.00                 $0.40
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                               February 28                $1.60                 $0.95
                -------------- -------------------------- --------------------- --------------------
                -------------- -------------------------- --------------------- --------------------
                2002           November 30                $1.60                 $1.60
                -------------- -------------------------- --------------------- --------------------`

Record Holders

As of October 29, 2004, there were
approximately 18 shareholders of record holding a total of 12,686,996 shares of common
stock. The holders of the common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common stock
have no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the common
stock.

Dividends

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

Plan of Operations

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

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

---

Liquidity and Capital
Resources

As of August 31, 2004, the Company
had no significant assets and does not have sufficient resources to meet the anticipated
needs of the Companys minimum operations through the calendar year ending August 31,
2005. The Company is however in the process of raising capital through a private equity
placement. Should the Company fail to realize sufficient proceeds through an equity
placement it would most likely have to obtain loans from shareholders until such time as
an acquisition or merger candidate is identified. However, there can be no assurances to
that effect, as the Company has no agreement in place with any of its shareholders to
provide any form of funding. Further, the Companys need for capital may change
dramatically if it acquires an interest in a business opportunity during that period. The
Company projects that if no acquisition candidate is found within the next twelve months
its operating requirements will not exceed $10,000.

The Company adopted The 2004 Benefit
Plan of Newtech Resources Ltd. on April 19, 2004. Under the benefit plan, the Company may
issue stock, or grant options to acquire the Companys common stock to employees of
the Company or its subsidiaries. The board of directors, at its own discretion may also
issue stock or grant options to other individuals, including consultants or advisors, who
render services to the Company or its subsidiaries, provided that the services rendered
are not in connection with the offer or sale of securities in a capital-raising
transaction. Further, no stock may be issued, or option granted under the benefit plan to
consultants, advisors, or other persons who directly or indirectly promote or maintain a
market for the Companys stock. The Company has issued 143,125 shares in
consideration of advisory services rendered but granted no options pursuant to the benefit
plan as of the period ended August 31, 2004. The benefit plan is registered on Form S-8
with the Securities and Exchange Commission.

Going Concern

The Companys audit expressed
substantial doubt as to the Companys ability to continue as a going concern as a
result of reoccurring losses, lack of revenue generating activities and an accumulated
deficit of $839,392 as of August 31, 2004. The Companys ability to continue as a
going concern is subject to the ability of the Company to realize a profit from operations
and /or obtain funding from outside sources. Managements plan to address the
Companys ability to continue as a going concern includes: (1) obtaining funding from
private placement sources; (2) obtaining additional funding from the sale of the
Companys securities; (3) establishing revenues from a suitable business opportunity;
(4) obtaining loans and grants from various financial institutions where possible.
Although management believes that it will be able to obtain the necessary funding to allow
the Company to remain a going concern through the methods discussed above, there can be no
assurances that such methods will prove successful.

The Companys financial
statements for the fiscal year ended August 31, 2004 are attached hereto as pages F-1
through F-10.

---

`NEWTECH RESOURCES LTD.
                                           (A Development Stage Company)

                                                       INDEX



                                                                                    Page

Independent Auditors' Report                                                         F-2

Balance Sheet                                                                        F-3

Statements of Operations                                                             F-4

Statements of Stockholders' Equity (Deficit)                                         F-5

Statements of Cash Flows                                                             F-6

Notes to Financial Statements                                                        F-7`

---

INDEPENDENT
AUDITORS REPORT

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

We have audited the accompanying
balance sheet of Newtech Resources Ltd. (a development stage company), as of August 31,
2004 and the related statements of operations, stockholders deficit, and cash flows
for the year then ended and the cumulative amounts since inception. These financial
statements are the responsibility of the Companys management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance
with the standards of the 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 Newtech Resources Ltd. (a development stage company), as of August 31, 2004
and the results of its operations and its cash flows for the years then ended and the
cumulative amounts since inception, in conformity with accounting principles generally
accepted in the United States of America.

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

JONES SIMKINS, P.C.

Logan, Utah

October 4, 2004

---

`NEWTECH RESOURCES LTD.
                                        (A Development Stage Company)
                                                BALANCE SHEET
                                           August 31, 2004 and 2003


                                   ASSETS
                                                                                      2004            2003
                                                                                   ------------    ------------
Current assets:
 Cash                                                                           $           33              24
                                                                                   ------------    ------------

  Total current assets                                                          $           33              24
                                                                                   ============    ============


                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable and accrued expenses                                          $       45,637          39,345
                                                                                   ------------    ------------

  Total current liabilities                                                             45,637          39,345
                                                                                   ------------    ------------

Commitments

Stockholders' deficit:
 Common stock, $.001 par value, 300,000,000 shares
  authorized, 12, 686,996 and 12,543,871 shares
  issued and outstanding, respectively                                                  12,687          12,544
 Additional paid-in capital                                                            781,101         766,931
 Deficit accumulated during the development stage                                    (839,392)       (818,796)
                                                                                   ------------    ------------

  Total stockholders' deficit                                                         (45,604)        (39,321)
                                                                                   ------------    ------------

  Total liabilities and stockholders' deficit                                   $           33              24
                                                                                   ============    ============

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

---

`NEWTECH RESOURCES LTD.
                                           (A Development Stage Company)
                                             STATEMENTS OF OPERATIONS
                                       Years Ended August 31, 2004 and 2003


                                                                                                       Cumulative
                                                                     2004              2003             Amounts
                                                                ---------------    --------------    ---------------


Revenue                                                     $                -                 -                  -

General and administrative costs                                        45,596           137,136            864,392
                                                                ---------------    --------------    ---------------

  Loss before income taxes and
   extraordinary item                                                 (45,596)         (137,136)          (864,392)

Provision for income taxes                                                   -                 -                  -
                                                                ---------------    --------------    --------------

  Loss before extraordinary item                                      (45,596)         (137,136)          (864,392)

Extraordinary item - gain on forgiveness

 of debt, net of taxes of $0                                            25,000                 -             25,000
                                                                ---------------    --------------    --------------

  Net loss                                                  $         (20,596)         (137,136)          (839,392)
                                                                ===============    ==============    ==============


Loss per common share - basic and diluted                   $                -             (.01)
                                                                ===============    ==============


Weighted average common shares -
   basic and diluted                                                12,585,000        11,064,000
                                                                ===============    ==============

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

---

`NEWTECH RESOURCES LTD.
                                                                (A Developmental Stage Company)
                                                          STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                                     July 27, 1998 ( Date of Inception) to August 31, 2004
                                                                                                                                Deficit
                                                                                                                              Accumulated
                                                                                                          Additional           During the
                                                                          Common Stock                     Paid-in          Development
                                                               ------------------------------------
                                                                   Shares               Amount             Capital               Stage                Total
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at July 27, 1998 (date of inception)                                     $                   $                   $                     $
                                                                             -                   -                   -                     -                   -

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

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

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

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

Net loss                                                                     -                   -                   -             (126,944)           (126,944)
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at August 31, 2000                                          11,060,000                                                     (261,408)
                                                                                            11,060             224,190                                  (26,158)

Net loss                                                                     -                   -                   -             (167,562)           (167,562)
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at August 31, 2001                                          11,060,000                                                     (428,970)           (193,720)
                                                                                            11,060             224,190

Net loss                                                                     -                   -                   -             (252,690)           (252,690)
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at August 31, 2002                                          11,060,000                                                     (681,660)           (446,410)
                                                                                            11,060             224,190
Issuance of common stock for related

 party notes payable and accrued expenses                            1,483,871               1,484             542,741                     -             544,225

Net loss                                                                     -                   -                   -             (137,136)           (137,136)
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at August 31, 2003                                          12,543,871                                                     (818,796)
                                                                                            12,544             766,931                                  (39,321)

Issuance of common stock for accounts payable                          143,125                 143              14,170                     -              14,313

Net loss                                                                     -                   -                   -              (20,596)            (20,596)
                                                               ----------------     ---------------     ---------------     -----------------     ---------------
Balance at August 31, 2004                                          12,686,996   $                   $                   $         (839,392)   $
                                                                                            12,687             781,101                                  (45,604)
                                                               ================     ===============     ===============     =================     ===============
                     The accompanying notes are an integral part of these financial statements`

---

`NEWTECH RESOURCES LTD.
                                              (A Development Stage Company)
                                                STATEMENTS OF CASH FLOWS
                                          Years Ended August 31, 2004 and 2003

                                                                                                             Cumulative
                                                                              2004             2003            Amounts
                                                                          -------------    -------------    --------------
Cash flows from operating activities:

 Net loss                                                             $       (20,596)        (137,136)        (839,392)
 Adjustments to reconcile net loss to net cash
  used in operating activities:

  Gain on forgiveness of debt                                                 (25,000)                -          (25,000)
  Increase (decrease) in accounts payable and

   accrued expenses                                                             45,605         (19,380)          169,175
                                                                          -------------    -------------    --------------


  Net cash used in operating activities                                              9        (156,516)        (695,217)
                                                                          -------------    -------------    --------------


Cash flows from investing activities:                                                -                -                 -
                                                                          -------------    -------------    --------------

Cash flows from financing activities:

 Related party notes payable                                                         -                -          460,000

 Issuance of common stock                                                            -                -          235,250
                                                                          -------------    -------------    --------------


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


  Net increase (decrease) in cash                                                    9        (156,516)                 33


Cash, beginning of period                                                           24          156,540                  -
                                                                          -------------    -------------    --------------


Cash, end of period                                                   $             33               24     33
                                                                          =============    =============    ==============

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

---

NEWTECH RESOURCES LTD.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2004 and 2003

Note 1 
Organization and Summary of Significant Accounting Policies

Organization

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

Cash and Cash Equivalents

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

Income Taxes

Deferred income taxes are provided in
amounts sufficient to give effect to temporary differences between financial and tax
reporting, principally related to deferred start-up costs incurred during the
Companys development stage activities. For income tax purposes start-up costs are
deferred until the Company begins generating revenue, at which time the costs are then
amortized.

Earnings Per Share

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

The computation of diluted earnings
per common share is based on the weighted average number of shares outstanding during the
year plus the common stock equivalents which would arise from the exercise of stock
options and warrants outstanding using the treasury stock method and the average market
price per share during the year. Common stock equivalents are not included in the diluted
earnings per share calculation when their effect is antidilutive. The Company does not
have any stock options or warrants outstanding at August 31, 2004 and 2003.

Concentration of Credit
Risk

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

---

NEWTECH RESOURCES LTD.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2004 and 2003

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

The preparation of financial
statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Note 2  Going
Concern

As of August 31, 2004, the
Companys revenue generating activities are not in place, and the Company has
incurred a loss for the year then ended. These factors raise substantial doubt about the
Companys ability to continue as a going concern.

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

Note 3  Income Taxes

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

`Years Ended August 31,
                                                                           2004                2003

Income tax benefit at statutory rate                             $         (2,000)           (46,000)
Change in valuation allowance                                               2,000             46,000

                                                                 $          -                   -

Deferred tax assets are as follows at August 31, 2004:

Start-up costs                                                                       $       279,000
Valuation allowance                                                                         (279,000)

                                                                                     $          -`

---

NEWTECH RESOURCES LTD.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2004 and 2003

Note 4 
Supplemental Cash Flow Information

During the years ended August 31,
2004 and 2003 The Company paid interest of approximately $0 and $45,000, respectively.

During the year ended August 31,
2004, the Company issued 143,125 shares of common stock in exchange for accounts payable
of $14,313.

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

No amounts have been paid for income
taxes since inception.

Note 5 
Extraordinary Item

During the year ended August 31,
2004, the Company extinguished accounts payable of $25,000 without the use of any of the
Companys assets.

Note 6  Fair Value
of Financial Instruments

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

Note 7  Related
Party Transactions

As of August 31, 2004 and 2003,
accounts payable and accrued expenses include approximately $31,000 and $2,000,
respectively, that is due to officers and shareholders. The amounts are unsecured,
non-interest bearing and due on demand.

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

---

NEWTECH RESOURCES LTD.

(A Development Stage
Company)

NOTES TO FINANCIAL
STATEMENTS

August 31, 2004 and 2003

Note 8  Recent
Accounting Pronouncements

In May 2003, the FASB issued SFAS
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity. This new statement changes the accounting for certain
financial instruments that, under previous guidance, issuers could account for as equity
or classifications between liabilities and equity in a section that has been known as
mezzanine capital. It requires that those certain instruments be classified as
liabilities in balance sheets. Most of the guidance in SFAS 150 is effective for all
financial instruments entered into or modified after May 31, 2003. The adoption of SFAS
150 did not have any impact on the Companys financial statements.

In April 2003, the FASB issued SFAS
149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities under SFAS
133, Accounting for Derivative Instruments and Hedging Activities. This
Statement is effective for contracts entered into or modified after June 30, 2003, with
certain exceptions, and for hedging relationships designated after June 30, 2003, with
certain exceptions. The adoption of SFAS did not have any effect on the Companys
financial statements.

In January 2003, the FASB issued
Interpretation 46, Consolidation of Variable Interest Entities (FIN 46), which
addresses consolidation by business enterprises of variable interest entities. FIN 46
clarifies the application of Accounting Research Bulletin No. 51, Consolidated
Financial Statements, to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 applies immediately to variable interest entities
created after January 31, 2003 and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest entities in which an enterprise holds
a variable interest that it acquired before February 1, 2003. The Company has not
identified and does not expect to identify any variable interest entities that must be
consolidated.

---

On November 3, 2003, the Company
dismissed Bingham and Company (Bingham) the principal accountant previously
engaged to audit the Companys financial statements. Bingham did not at the time of
their dismissal or at any time thereafter provide the Company with an indication that a
disclosure event as described in Item 304(b) of Regulation SB was required.

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

(a) Evaluation of
Disclosure Controls and Procedures

Based on his evaluation as of August
31, 2004, the chief executive officer and chief financial officer has concluded that the
Companys disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-15(e) of the Securities Exchange Act of 1934, as amended) are effective to ensure that
information required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission.

(b) Changes in Internal
Controls

Based on his evaluation as of August
31, 2004, the chief executive officer and chief financial officer has concluded that there
were no significant changes in the Companys internal controls over financial
reporting or in any other areas that could significantly affect the Companys
internal controls subsequent to the date of his most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.

None.

PART III

The officers and directors of the
Company as of October 29, 2004 are as follows:

`Name                           Age     Position

Ross Wilmot                     60      chief executive officer, chief financial officer and director`

---

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

Mr.    
          Wilmot is a Chartered Accountant. In addition, he serves in the following
          capacities with other companies: Director (from February 1999 to August 2003)
          and CFO (from January 1995 to February 1999) of Breckenridge Resources Ltd.;
          Director (from April 2000 to November 2003) and CFO (January 1995 to November
          2003) of Briyante Software Corp.; Director, Chief Executive Officer and Chief
          Financial Officer of ASP Ventures Corp., a public shell corporation (from
          January 1999 to present); Director and Officer of ComCam, Inc. (from March 2001
          to present); Director (from July 1996 to April 1998 and July 2001 to present)
          and CFO of CTF Technologies Inc.; Director (from July 1998 to February 1999) and
          Vice-President, Finance and Chief Financial Officer (from July 1998 to August
          2002) of Imagis Technologies Inc.; Director (from October 1997 to December 2003)
          and Chief Financial Officer (October 1997 to May 2001) of Intacta Technologies
          Inc.; Director (from August 1995 to June 2001) and Vice-President, Finance (from
          August 1995 to present) of Multivision Communications Corp.; Director (from
          April 1997 to February 2004) and CFO (from January 1997 to August 2003) of Neuer
          Kapital Corp.; Director and Chief Financial Officer of Orex Ventures Inc. (from
          May 2001 to present); Director (from May 1997 to present), President (from May
          2001 to November 2003) and CFO (from November 2003 to present) of Orko Gold
          Corp.; Director (from April 1996 to August 2003), Secretary (from April 1996 to
          April 1999) and President (from April 1999 to September 2002) of Paloma Ventures
          Inc.; Director and Vice-President, Finance of Promax Communications Corp. (from
          May 1997 to March 1998); Director and President of Quantum Power Corporation
          (March 2001 to present); Director (from February 1997 to June 2001) and
          Vice-President, Finance( from June 1996 to June 2001) of Radical Elastomers
          Inc.; Director and Vice-President, Finance of ServiceTrack Enterprises Inc.
          (from September 1997 to June 1998); and Director and President of Sudamet
          Ventures Inc. (from April 2001 to present).

Board of Directors
Committees

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

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

---

Code of Ethics

The Company has adopted a Code of
Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act
of 1934. The Code of Ethics applies to directors and senior officers, such as the
principal executive officer, principal financial officer, controller, and persons
performing similar functions. The Company has filed a copy of its Code of Ethics as
Exhibit 14 to this Form 10-KSB. Further, the Companys Code of Ethics is available in
print, at no charge, to any security holder who requests such information by contacting
the Company.

Compliance with Section
16(a) of the Exchange Act

Based solely upon a review of Forms
3, 4 and 5 furnished to the Company, the Company is aware of the following individuals or
entities who during the period ended August 31, 2004 were directors, officers, or
beneficial owners of more than ten percent of the common stock of the Company, and who
failed to file, on a timely basis, reports required by Section 16(a) of the Securities
Exchange Act of 1934.

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

The following table provides summary
information for the years 2004, 2003 and 2002 concerning cash and non-cash compensation
paid or accrued by the Company to or on behalf of the chief executive officer and the only
other employee to receive compensation in excess of $100,000.

`SUMMARY COMPENSATION TABLE

-------------------------------- ---------------------------------- -------------------------------------------------------
                                            Annual Compensation                     Long Term Compensation
                                                                    -------------------------------------------------------
------------------------------------------------------------------- ---------------------------- --------------------------
                                                                              Awards                      Payouts
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
                                                                                    Securities
                                                                     Restricted     Underlying
                                                     Other Annual       Stock        Options     LTIP         All Other
   Name and Principal             Salary    Bonus    Compensation     Award(s)         SARs       payouts    Compensation
        Position          Year     ($)       ($)         ($)             ($)           (#)          ($)          ($)
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
      Ross Wilmot,        2004      -         -         11,605            -             -            -            -
    Chief Executive       2003      -         -         1,585             -             -            -            -
     Officer, Chief       2002      -         -           -               -             -            -            -
   Financial Officer
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
       Terry Woo*         2004      -         -           -               -             -            -            -
    Chief Executive       20032002  -         -           -               -             -            -            -
     Officer, Chief                 -         -           -               -             -            -            -
   Financial Officer
------------------------- ------ --------- -------- --------------- -------------- ------------- ---------- ---------------
* Mr. Woo resigned as a director and officer of the Company on March 31, 2003.`

---

The following table sets forth
certain information regarding the beneficial ownership of the stock of the Company as of
August 31, 2004, by each shareholder who is known by the Company to beneficially own more
than 5% of the outstanding common stock, by each director, and by all executive officers
and directors as a group.

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

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

Exhibits required to be attached by
Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 15 of
this Form 10-KSB-A-2, which is incorporated herein by reference.

Audit Fees

Jones Simkins, P.C. provided audit
services to the Company in connection with its annual report for the fiscal years ended
August 31, 2004 and 2003. The aggregate fees billed by Jones Simkins, P.C. for the audit
of the Companys annual financial statements and a review of the Companys
quarterly financial statements was $ 4,750 and $ 3,000 respectively.

Audit Related Fees

Jones Simkins, P.C. billed to the
Company fees of $290 in 2004 and $0 in 2003 for professional services that are reasonably
related to the audit or review of the Companys financial statements that are not
disclosed in Audit Fees above.

Tax Fees

Jones Simkins, P.C. billed to the
Company fees of $ 300 in 2003 and $ 300 in 2002 for professional services rendered in
connection with the preparation of the Companys tax returns for the respective
periods.

---

All Other Fees

Jones Simkins, P.C. billed to the
Company no fees in each of 2003 and 2002 for other professional services rendered or any
other services not disclosed above.

Audit Committee
Pre-Approval

The Company does not have a standing
audit committee. Therefore, all services provided to the Company by Jones Simkins, P.C. as
detailed above, were pre-approved by the Companys board of directors. Jones Simkins,
P.C. performed all work only with their permanent full time employees.

---

SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, this 8th day of September 2005

Newtech Resources, Ltd.

/s/ Ross Wilmot

Ross
Wilmot, Chief Executive Officer, Chief Financial Officer and Director

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

`Signature                                Title                                          Date

/s/ Ross Wilmot                          Director                                       September 8, 2005
Ross Wilmot`

---

### INDEX TO EXHIBITS

|Exhibit No. | Page No. | Description                                                                                                                                                                                                                  
|----------- | -------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)        | *        | Articles of Incorporation of the Company (incorporated by reference to the Form 10-SB filed with the
 Commission on October 16, 2001)                                                                                        
|3(ii)       | *        | By-laws of the Company (incorporated by reference to the Form 10-SB filed with the Commission on October
 16, 2001)                                                                                                          
|10(i)       | *        | Option Agreement between the Company and Kaizen Food Corporation (incorporated by reference to the Form
 10-SB filed with the Commission on October 16, 2001)                                                                
|10(ii)      | *        | Amended Option Agreement between the Company and the Kaizen Food Corporation (incorporated by reference
 to the Form 10-SB/A filed with the Commission on June 3, 2002)                                                      
|10(iii)     | *        | Debt Settlement Agreement between the Company and Noni Wee dated August 31, 2003 (incorporated by reference to the Form 10-KSB
 filed with the Commission on December 15, 2003)                                              
|10(iv)      | *        | Debt Settlement Agreement between the Company and Chaim Ai Ngoh dated August 31, 2003 (incorporated by reference to the Form
 10-KSB filed with the Commission on December 15, 2003)                                         
|14          | Attached | Code of Ethics adopted October 24, 2004                                                                                                                                                                                      
|31          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the
 Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
 Act of 200
|32          | Attached | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002