As filed with the Securities and Exchange Commission on March 31, 2005



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 20-F/A



[ ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

or

[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

For the fiscal year ended December 31, 2004

or

[]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED

For the transition period from __________ to ___________



Commission file number:  0-23304



DIVERSINET CORP.

Province of Ontario, Canada

2225 Sheppard Avenue East, Suite 1801, Toronto, Ontario M2J 5C2



Securities registered or to be registered pursuant to Section 12(b) of the Act:      None

Securities registered or to be registered pursuant to Section 12(g) of the Act:       Common Shares, no par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:      None

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the Annual Report:     19,157,941 Common Shares as of December 31, 2004



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, as amended, 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

[ ]



Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17

[X]

Item 18

[ ]

#







DIVERSINET CORP.

FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

PART I                                                                              Page



ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

4

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

4

ITEM 3.

KEY INFORMATION

4

ITEM 3. (A)

SELECTED FINANCIAL DATA

4

ITEM 3. (B)

CAPITALIZATION AND INDEBTEDNESS

5

ITEM 3. (C)

REASONS FOR THE OFFER AND USE OF PROCEEDS

5

ITEM 3. (D)

RISK FACTORS

5

ITEM 4.

INFORMATION ON DIVERSINET

11

ITEM 4. (A)

HISTORY AND DEVELOPMENT OF DIVERSINET

11

ITEM 4. (B)

BUSINESS OVERVIEW

11

ITEM 4. (C)

ORGANIZATIONAL STRUCTURE

19

ITEM 4. (D)

PROPERTY, PLANT AND EQUIPMENT

19

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

19

ITEM 5. (A)

OPERATING RESULTS

19

ITEM 5. (B)

LIQUIDITY AND CAPITAL RESOURCES

26

ITEM 5. (C)

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ET CETERA.

28

ITEM 5. (D)

TREND INFORMATION

28

ITEM 5. (E)

OFF-BALANCE SHEET ARRANGEMENTS

29

ITEM 5. (F)

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

29

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

29

ITEM 6. (A)

DIRECTORS AND SENIOR MANAGEMENT OF THE REGISTRANT

29

ITEM 6. (B)

COMPENSATION

30

ITEM 6. (C)

BOARD PRACTICES

32

ITEM 6. (D)

EMPLOYEES

34

ITEM 6. (E)

SHARE OWNERSHIP

34

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

34

ITEM 7. (A)

MAJOR SHAREHOLDERS

33

ITEM 7. (B)

RELATED PARTY TRANSACTIONS

37

ITEM 7. (C)

INTERESTS OF EXPERTS AND COUNSEL

37

ITEM 8.

FINANCIAL INFORMATION

37

ITEM 8. (A)

FINANCIAL INFORMATION

37

ITEM 8. (B)

SIGNIFICANT CHANGES

38

ITEM 9.

THE OFFER AND LISTING

38

ITEM 9. (A)

OFFER AND LISTING DETAILS

38

ITEM 9. (B)

PLAN OF DISTRIBUTION

39

ITEM 9. (C)

MARKETS

39

ITEM 9. (D)

SELLING SHAREHOLDERS

39

ITEM 9. (E)

DILUTION

39

ITEM 9. (F)

EXPENSES OF THE ISSUE

39

ITEM 10.

ADDITIONAL INFORMATION

39

ITEM 10. (A)

SHARE CAPITAL

39

ITEM 10. (B)

MEMORANDUM AND ARTICLES OF ASSOCIATION

39

ITEM 10. (C)

MATERIAL CONTRACTS

40

ITEM 10. (D)

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITYHOLDERS

40

ITEM 10. (E)

TAXATION

41

ITEM 10. (F)

DIVIDENDS AND PAYING AGENTS

45

ITEM 10. (G)

STATEMENT BY EXPERTS

45

ITEM 10. (H)

DOCUMENTS ON DISPLAY

45

ITEM 10. (I)

SUBSIDIARY INFORMATION

46

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

46

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

46

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

46

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

46

ITEM 15.

CONTROLS AND PROCEDURES

46

ITEM 16. (A)

AUDIT COMMITTEE FINANCIAL EXPERT

46

ITEM 16. (B)

CODE OF ETHICS

46

ITEM 16. (C)

PRINCIPAL ACCOUNTANT FEES AND SERVICES

47

ITEM 16. (D)

EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

47

ITEM 16. (E)

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

47

PART III

ITEM 17.

FINANCIAL STATEMENTS

47

ITEM 18.

FINANCIAL STATEMENTS

47

ITEM 19.

EXHIBITS

47

SIGNATURE PAGE

49

#







PART I

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.  KEY INFORMATION

3-A.

Selected Financial Data

The selected financial data for fiscal years ended December 31, 2004, 2003 and October 31, 2002, 2001, and 2000, for the fourteen months ended December 31, 2003 are derived from our audited financial statements.  The selected financial data for the two months ended December 31, 2003 are derived from our unaudited financial statements.  During 2003 we changed our fiscal year from October 31st to December 31st.  The following selected financial data should be read in conjunction with the consolidated financialstatements and the notes thereto and Operating Results appearing in Item 5-A. of this annual report.  As a result of a number of circumstances, including the 2004 financing activities, the acquisition of DSS and Caradas and the U.S. dollar becoming the primary currency in which most of our business is transacted, effective October 1, 2003, we adopted the U.S. dollar as its measurement and reporting currency for preparation of its consolidated financial statements.  In addition, except where otherwise indicated, all financial information is presented in United States dollars.

Our financial statements have been prepared in accordance with Canadian GAAP.  These principles conform in all material respects with U.S. GAAP except as described in Note 15 to our 2004 consolidated financial statements.  Under U.S. GAAP share capital would be greater and deficit would be less by $30,089,000 for each of the years due to the elimination of reduction in stated capital offset against accumulated shareholders deficit in March of 1999 recorded under Canadian GAAP which would not have been recognized under US GAAP.

Selected Financial Data

(in 000s, except per share data)



|                                       | Fiscal Year ended December 31      | Fiscal Year ended December 31 | Fourteen Months Ended December31 | Two Months Ended December 31 | Fiscal Year Ended October 31
|-------------------------------------- | ---------------------------------- | ----------------------------- | -------------------------------- | ---------------------------- | ----------------------------
|                                       | 2004                               | 2003                          | 2003                             | 2003                         | 2003                        
|                                       | (In accordance with Canadian GAAP) |                              
|Revenue                                | $7,045                             | $8,522                        | $8,563                           | $1,455                       | $7,108                      
|Loss from Continuing Operations        | (7,517)                            | (4,959)                       | (5,618)                          | (784)                        | (4,834)                     
|Net loss from Discontinued Operations  | 0                                  | 0                             | 0                                | 0                            | 0                           
|Net Loss                               | (7,517)                            | (4,959)                       | (5,618)                          | (784)                        | (4,834)                     
|Weighted Average no. of shares (000s) | 12,145                             | 7,022                         | 6,478                            | 11,043                       | 5,715                       
|Loss Per Share  Continuing Operations | (0.62)                             | (0.71)                        | (0.87)                           | (0.07)                       | (0.85)                      
|Net Loss Per Share                     | (0.62)                             | (0.71)                        | (0.87)                           | (0.07)                       | (0.85)                      
|Dividends Per Share                    | 0.00                               | 0.00                          | 0.00                             | 0.00                         | 0.00                        
|Working Capital (Deficit)              | 2,279                              | 452                           | 452                              | 452                          | 1,114                       
|Long-term Liabilities                  | 0                                  | 300                           | 300                              | 300                          | 300                         
|Shareholders Equity                   | 5,835                              | 7,647                         | 7,647                            | 7,647                        | 8,462                       
|Total Assets                           | 7,308                              | 11,004                        | 11,004                           | 11,004                       | 12,099                      
|Share Capital                          | 52,445                             | 49,191                        | 49,191                           | 49,191                       | 49,202                      
|                                       | (In accordance with U.S. GAAP)     |                              
|Revenue                                | $7,045                             | $8,522                        | $8,563                           | $1,455                       | $7,108                      
|Loss from Continuing Operations        | (6,939)                            | (4,959)                       | (5,618)                          | (784)                        | (4,834)                     
|Net Loss from Discontinued Operations  | 0                                  | 0                             | 0                                | 0                            | 0                           
|Net Loss                               | (6,939)                            | (4,959)                       | (5,618)                          | (784)                        | (4,834)                     
|Loss Per Share  Continuing Operations | (0.57)                             | (0.71)                        | (0.87)                           | (0.07)                       | (0.85)                      
|Net Loss Per Share                     | (0.57)                             | (0.71)                        | (0.87)                           | (0.07)                       | (0.85)                      
|Long-term Liabilities                  | 0                                  | 300                           | 300                              | 300                          | 300                         
|Shareholders Equity                   | 5,608                              | 7,647                         | 6,655                            | 6,655                        | 7,471                       
|Total Assets                           | 7,308                              | 11,004                        | 11,004                           | 11,004                       | 12,099                      
|Share Capital                          | 82,534                             | 79,281                        | 79,281                           | 79,281                       | 79,291                      



At our March 1999 Annual Meeting, our shareholders approved a resolution providing for the reduction of our stated capital by$30,089,000.  This resulted in a reduction in our accumulated shareholders deficit in the same amount.  At December 31, 2004, we had an accumulated deficit of$49,185,000.  If our shareholders had not approved the reduction in our stated capital, our accumulated deficit at December 31, 2004 would have been $79,275,000 and October 31, 2003 would have been$70,787,000.

The following table sets forth the rate of exchange for the Canadian Dollar at the end of the five fiscal years ended December 31, 2004 and the end of each of the last six months, the average rates for the period, and the range of high and low rates for the period.  For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

|                           | U.S. Dollar/Canadian Dollar
|-------------------------- | ---------------------------
|                           | Close                      
|Month Ended 02/28/05       | 1.2408                     
|Month Ended 01/31/05       | 1.2412                     
|Month Ended 12/31/04       | 1.2020                     
|Month Ended 11/30/04       | 1.1860                     
|Month Ended 10/31/04       | 1.2180                     
|Month Ended 9/30/04        | 1.2616                     
|Fiscal Year Ended 12/31/04 | 1.2020                     
|Fiscal Year Ended 12/31/03 | 1.2924                     
|Fiscal Year Ended 10/31/02 | 1.5661                     
|Fiscal Year Ended 10/31/01 | 1.5782                     
|Fiscal Year Ended 10/31/00 | 1.5315                     

The exchange rate was 1.2408 as of February 28, 2005.

3-B.  Capitalization and Indebtedness

Not Applicable.

3-C.  Reasons for the Offer and Use of Proceeds

Not Applicable.

3-D.  Risk Factors

When used in this annual report, the words may, will, expect, anticipate, continue, estimate, project, intend plan and similar expressions are intended to identify forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding events, conditions and financial trends that may affect Diversinets future plans of operations, business strategy, operating results and financial position.  All statements, other than statements of historical facts, included or incorporated by reference in this document which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy, expansion and growth of the Companys business and operations, and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances.  Such statements are not guarantees of future performance and are subject to risks and significant uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  The occurrence of any unanticipated events may cause actual results to differ from those expressed or implied by the forward-looking statements contained herein. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors, some of which are described in the Risk Factors below.

We have limited financial resources, and if we fail to either raise capital when needed or generate revenues, we may need to cease operations.  Our ability to continue operations during the next fiscal year may be dependent on our ability to obtain additional financing.  Although we have made progress in developing our products and have completed initial consumer deployments, our revenue from operations is not sufficient to cover our operating expenses at present and is unlikely to be sufficient within fiscal 2005.  We have obtained funding for operations from private equity placements in the past, but there is no assurance we will be able to do so again in the near future at commercially reasonable terms or at all despite the progress of the business.  In December 2004 we completed a private placement with the issuance of 6,625,000 common shares at a price of $0.40 per common share for gross proceeds of $2,650,000 to us.  In January 2004 we completed a private placement through the issuance of 1,000,000 common shares and 1,100,000 common share purchase warrants.  We received gross proceeds of $2,000,000 in the transaction.  The warrants were comprised of 500,000 warrants exercisable at $2.00 and 250,000 at $2.05 and 350,000 at $0.60.  Each warrant entitles the holder thereof to acquire one common share for a period of three years.  As well, the terms of new capital, if any, may materially dilute existing shareholders.  Our failure to either raise capital when needed or to generate revenues would leave us with insufficient resources to continue our business.

We have lost money in the past, we have realized minimal revenues from continuing operations, we expect to continue to sustain losses in the future and may never achieve profitability.We have generated minimal revenue to date from the sales of our solutions and licensing of our products.  For the year ended December 31, 2004, we posted a net loss of $7,517,000.  For the year ended December 31, 2003, we posted a net loss of $4,959,000.  For the fourteen months ended December 31, 2003, we posted a net loss of $5,618,000.  For the year ended October 31, 2003, we posted a net loss of $4,834,000, for October 31, 2002.  We generated revenue of $7,045,000 for the year ended December 31, 2004, $8,522,000 in the year ended December 31, 2003, $8,563,000 for the fourteen months ended December 31, 2003, $7,108,000 in the twelve months ended October 31, 2003, $710,000 in the year ended October 31, 2002, $793,000.  The auditors reports on our December 31, 2004 consolidated financial statements included additional comments for U.S. readers that state that conditions and events exist that cast substantial doubt on our ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.  We may never achieve profitability or maintain profitability, if achieved, on a consistent basis.

Our business plan is dependent upon customer adoption and commercial deployment of our products; if our business plan is not accepted, we may need to cease operations.Our ability to continue operations is also dependent on the acceptance of our security solutions and the adoption of transaction-based applications using security and identity management over mobile data networks as an accepted method of data transmission in sufficient volume for us to generate enough revenues to fund our expenses and capital requirements.  The mobile data market is in a very early stage, and it may not develop to a sufficient level to support our business.

We market our solutions to large companies and mobile network operators.  The implementation of our solutions by these entities typically involves a lengthy education process and a significant technical evaluation and commitment of capital and other resources.  This process is also subject to the risk of delays associated with customers internal budgeting and other procedures for approving large capital expenditures, deploying new technologies within their networks and testing and accepting new technologies that affect key operations. As a result, the associated sales and implementation cycles can be lengthy.  Our quarterly and annual operating results could be materially harmed if orders forecasted for a specific customer for a particular quarter are not realized.

Many of our early licensing agreements permitted our customers to examine and test our products with no initial up-front payments to us.  These customers are not required to make payments to us until they begin to use our solutions for commercial purposes.  In certain cases, we also enter into evaluation agreements, whereby potential customers may examine our solutions for a specified period of time with no payment to us.  Our current licensing agreements typically require the customer to pay a license fee attributable to the software components and the solution and upon shipment of these items to the customer, although we have sometimes waived the up-front fee.

We have a limited number of customers.  The loss of, or a significant reduction in business from, any of these customers would materially harm our business and results of operations, and our future prospects depend substantially on expanding our customer base.During fiscal 2001, 40% of our revenue was generated from one customer.  During fiscal 2002, 28% of revenue was generated from one customer although not the same customer as in fiscal 2001, and 65% of revenue was generated from three customers.  During fiscal 2003, 30% of revenue was generated from one customer although not the same customer as in fiscal 2002 and 2001, and 50% of revenue was generated from two customers.  During fiscal 2004, 34% of revenue was generated from two customers.   The loss of revenues from one or more significant customers, or the failure to collect receivables due from a major customer in a timely manner would have a material adverse effect on our results of operations.  If we are unable to expand our customer base, our results of operations will suffer.

Fluctuations in foreign exchange may adversely affect our business.  Our functional currency is the U.S. dollar.  Sales generated outside Canada are generally denominated in U.S. dollars.  During fiscal 2003 and 2004, we have incurred a large portion of our expenses in U.S. dollars, but we also incurred a smaller portion of our expenses in other currencies including Canadian dollars, Pound Sterling and Hong Kong dollars.  Changes in the value of these currencies relative to the U.S. dollar may result in currency losses that may have an adverse effect on our operating results.  With the completion of our financings in December 2004, we have a portion of our cash resources in U.S. dollar short-term investments and in Canadian dollars.  During fiscal 2003 and fiscal 2004, we maintained a portion of our cash resources in both U.S. and Canadian dollar term deposits.

We may not be successful if we fail to attract and retain our key technical personnel.  During 2004, in order to reduce our largest single expenditure, salaries and benefits, we reduced our headcount of employees in the Diversinet, DSS and Caradas operations.  Workforce reductions may have a detrimental effect on the morale of remaining employees, impeding their performance levels.  In addition, our ability to attract potential new employees in the future may suffer if our reputation was hurt by this staff reduction.

We currently have three senior officers and 74 employees and contractors.  We may not be able to improve our solutions and products or create new products if we lose any of our key employees or contractors.  We do not maintain key person life insurance policies on any of our employees.  Skilled technical personnel can be difficult to attract depending on the strength of the economy and competitive opportunities.  We may not be able to retain our current employees if they receive better job offers from other employers.  Our weakened financial strength through 2002, 2003 and 2004 may not alleviate this risk in the future.

We are involved in litigation which could result in judgments against us which, in the aggregate, could total more than our combined current assets, working capital and net assets.There are currently two material claims pending against us.  If we lose either of these suits or enter into settlements requiring us to pay cash or issue any of our common shares, our liquidity and financial position will be adversely affected, and our shareholders ownership may be diluted.

In May 2000 we were sued, along with our wholly owned Barbados subsidiary, in an action in which the plaintiff is seeking damages of $1,533,950 for breach of an October 25, 1995 dealer agreement with our previous printing business regarding the distribution of printing equipment and damages of $25,000,000 for loss of reputation and loss of opportunity, pre-judgment and post-judgment interest, and costs.

In October 2002, one of our wholly owned subsidiaries was being sued in Bankruptcy Court in California by a company alleging the subsidiary received preferential payments.  The plaintiff is seeking to receive $328,000.

We have limited experience in the mobile data security software and identity management solutions field, and we are therefore subject to risks inherent in establishing a new business.  We have been in the mobile data security software field since fiscal 1997 and the identity management solutions field since 2001, and we have only generated minimal revenues from this business.  We are not sufficiently established to fully evaluate or forecast our prospects, and we are subject to the risks inherent in establishing a new business enterprise.

Our ability to keep pace with the rapid technological changes and frequent new product introductions common in the information and communications technology industry will determine our ability to remain competitive and affect the viability of our products.  To succeed in the mobile data security and the identity management solutions business, we believe that we will have to continuously improve the performance, features and reliability of our products and be the first to the market with new products or enhancements to existing products.  We cannot provide assurance that we will be able to improve our products in a timely manner.  The emerging market for security solutions for mobile data security and the identity management is characterized by rapid technological developments, frequent new product introductions and evolving industry standards.  We anticipate this evolution will also occur in the mobile data security and the identity management solutions market in which we focus our technological developments.  The adoption of new standards, or the informal adoption of certain standards by a significant percentage of the computer security and related industries, could require us to reconfigure our products.  We may not be able to counter challenges to our current products or to introduce product offerings that keep pace with the technological changes introduced by competitors or persons seeking to breach information security.  We are not currently aware of any significant new technologies either under development or about to be introduced in the mobile data security or the identity management solutions security field.

Further, our products are based on public key infrastructure based security (also known as PKI based security) and identity management technology and depend in part on the application of certain mathematical principles forming the basis of the encryption technology that we license and embed in our products.  Any significant advance in techniques for decoding or cracking encrypted computer information could render our products obsolete or unmarketable.

Our PKI products use algorithms, or mathematical formulae, to encrypt and secure information.  The security afforded by our products is predicated on the assumption that these mathematical formulae are very difficult to solve.  This assumption is based on the fact that years of theoretical and empirical research by leading mathematicians have not resulted in any efficient solutions to these problems.  There can be no assurance, however, that future research will not uncover efficient solutions to these problems.

Also, even if no breakthrough in solving these problems is discovered, they may eventually be solved by computer systems having sufficient speed and power.  If improved techniques for decoding encrypted information are developed or made possible by the increased availability of powerful computing resources, our products could be rendered obsolete.

The highly competitive nature of the information and communications technology fields could prevent us from achieving success.Our solutions are targeted at the new and rapidly evolving market for authentication and authorization products for mobile data communications, commerce, telecommunications and identity management.  This market is not mature.  We anticipate that it will be intensely competitive, subject to rapid change and significantly affected by new solution, product and service introductions and other market activities of industry participants.  Many of our competitors and potential competitors have a longer operating history, greater name recognition, larger installed customer base and significantly greater financial, technical and marketing resources than we have.  As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, and they could therefore render our technologies and products obsolete.

Because of the broad potential application of our authentication and authorization software and identity management solutions, we compete with vendors offering a wide range of computer security products.  These competitors include Entrust Technologies, Certicom and RSA Security.  There also may be other potential entrants to the market of whom we are not yet aware.

Our licensing revenues are dependent on our customers acceptance and use of our software products, and we expect our sales cycle to be lengthy.  Many of our early licensing agreements permitted our customers to examine and test our products with no initial up-front payments to us.  These customers are not required to make payments to us until they begin to use our product for commercial purposes.  We also enter into evaluation agreements in certain cases, whereby potential customers may examine our solutions for a specified period of time with no payment to us.  Our current licensing agreements typically require the customer to pay a license fee attributable to the software components and the application solution and upon shipment of these items to the customer, although we have sometimes waived the up-front fee.

Customers cannot simply license our solutions and begin using them immediately in their businesses.  Making our solutions work with a particular customers application may be a complex, expensive and, in certain cases, an ultimately unsuccessful process.  This process may also require the customer to make significant commitments of time and money.  Based on discussions with our customers, we believe that a customers required cycle of testing, internal approval and network modifications can reasonably take between six and nine months or longer.  Therefore, we expect our sales cycle, or the time between entering into an agreement and when we begin to receive and recognize revenue, to be six to nine months or longer.  Also, the amount of revenue can be very limited until the customers product is made generally available and adopted.  Our sales are also subject to significant risks over which we have little or no control, including customers budgetary constraints and internal acceptance procedures regarding security-related matters.  To mitigate the risk of our current software licensing business model we are currently exploring the viability of a managed security service provider business model to supply our offerings through subscription-based licensing arrangements.

We lack experience in sales and marketing, and we depend on our relationships with more established corporations to assist in selling and marketing our products.  We have limited sales and marketing experience and limited money to fund marketing.  A significant part of our business strategy is to form strategic relationships with more established companies to expose our solutions to a larger customer base than we could reach through a direct sales and marketing force.  Our existing relationships have not resulted in any significant revenues to date and may not result in any revenues in the future.

As a result of our emphasis on these relationships, our success will partially depend on both the ultimate success of the third parties with whom we have these relationships and the ability of these third parties to market our products and services successfully.

We cannot provide assurance that we will be able to enter into additional, or maintain our existing, strategic relationships on commercially reasonable terms, if at all.  Our failure to do so would require us to devote substantially more resources to the distribution, sales and marketing of our products and services.  Also, these strategic relationships do not afford us any exclusive marketing or distribution rights.  The third parties may reduce their commitments to us in the future or pursue alternative technologies.

The nature of our products subjects us to product liability risks, potential lost revenues and adverse publicity in the event of product failure.  Our customers may rely on our products to prevent unauthorized access to computer networks.  Malfunctions or design defects of our products could:

•

cause interruptions, delays or cessation of services to our customers,

•

result in product returns,

•

result in liability for damages,

•

adversely affect the markets perception of the security offered by our product, resulting in a lack of demand for our products, or

•

require us to make significant expenditures of capital or other resources to alleviate the problem.



Our license agreements may not be adequate to limit our liability.A large number of claims by our customers could subject us to significant liability as well as limit the demand for our solutions and products.  In most cases our license and support agreements attempt to limit our liability to the total amount of the licensing and support fees paid during the twelve-month period preceding an alleged error in or failure of our software.  This contractual provision may not always be enforceable.  Courts have held that contractual limitations of liability of this type, or the shrink-wrap licenses in which they are sometimes embodied, are unenforceable because the licensee does not sign them.  If these contract provisions limiting our liability are not enforceable, we could be obligated to pay significant damages resulting from customer claims.

If computer hackers find ways to circumvent our products, our products would not perform their essential function.  Any compromise of the security offered by our products, in a single incident or a series of incidents, would make our products less attractive to our customers.  Software error or failure may result from a hacker seeking unauthorized access to a computer network.  The methods used by hackers are evolving rapidly and generally are not recognized until they are launched against one or more systems.  We are unable to anticipate hackers tactics.  The publicity surrounding any security breaches could adversely affect the public perception of the security offered by our authentication and authorization products and make it more difficult for us to sell our products.

We might not always be able to enforce our intellectual property rights.Our success depends significantly upon our proprietary technology, and our means of protecting our proprietary and intellectual property rights may not be adequate.  We rely on a combination of patent and trademark laws, trade secrets, confidentiality agreements and contractual provisions to protect our proprietary rights.  We have two U.S. patents, which will be in effect until at least August 22, 2017, and three patents granted in Israel in effect until 2017 and 2021, as well as 14 applications pending in Israel, the United States and Canada.  We cannot provide assurance that any of our applications will be approved, that any new patents will be issued, that we will develop proprietary products or technologies that are subject to patent, that any issued patent will provide us with any competitive advantages or will not be challenged by third parties.  Furthermore, we cannot provide assurance that the patents of others will not have a material adverse effect on our business and operating results.  There is also a risk that our competitors will independently develop similar technology, duplicate our products or design around our patents or other intellectual property rights.

If our technology or products were determined to infringe upon the rights of others, we would be required to obtain licenses to use that technology.  If we are not able to obtain a license in a timely manner on acceptable terms or at all, we may have to stop producing our product until we can develop an alternative that does not infringe the rights of others.

Patent disputes are common in technology-related industries.  We cannot provide assurance that we will have the financial resources to enforce or defend a patent infringement or proprietary rights action.  As the number of products and competitors in our target markets grows, the likelihood of infringement claims also increases.  Any claims or litigation may be time-consuming and costly, cause product shipment delays or require us to redesign our product or require us to enter into royalty or licensing agreements.  Any of these events could have a material adverse effect on our business and operating results.  Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to use our proprietary information and software.  In addition, the laws of some foreign countries do not protect proprietary and intellectual property rights to as great an extent as do the laws of Canada and the United States.



Changes in the export regulation of encryption-based technologies may restrict our ability to sell or license our products.Our products are subject to export controls under Canadian and U.S. laws and regulations.  These laws and regulations may be revised from time to time in ways that may materially and adversely affect our ability to sell our products abroad or to make products available for sale or license via international computer networks such as the Internet, although pursuant to an international treaty, a number of countries have relaxed, or are in the process of relaxing, their export rules as applicable to products licensed by us.  Canadian and U.S. government controls on the export of encryption technologies which we license from third parties and which are embedded in our products may, if subject to revision, be amended and subsequently restrict our ability to freely export our products.  As a result, foreign competitors subject to less stringent export controls on their products may be able to compete more effectively than we can in the global information and computer security market.

Our articles of incorporation authorize us to issue an unlimited number of common shares, which could result in dilution to our shareholders. Subject to regulatory and/or shareholder approval, shareholders may experience dilution or limitations in takeover attempts because our articles of incorporation allow us to issue an unlimited number of common shares.  Our shareholders have no right to purchase additional common shares when we issue new shares.  As of December 31, 2004, we had 19,157,941 common shares issued and outstanding.

If our common shares should become ineligible for continued quotation on the OTC BB or a public trading market does not continue for any reason, holders of our common shares may have difficulty selling their shares.Our common shares became ineligible for continued quotation on the NASDAQ SmallCap Market and are now trading on the Over the Counter Bulletin Board; therefore holders of our common shares will have difficulty selling their shares.  Our common shares were quoted on the NASDAQ SmallCap Market from June 1995 through late April 2003.



Our common shares may continue to be penny stock, which may adversely affect the liquidity of our common shares.The United States Securities and Exchange Commission has adopted regulations that define a penny stock to be any equity security that has a market price, as defined in those regulations, of less than $5.00 per share, subject to certain exceptions.  Our common shares are currently penny stock.

Generally, for any transaction involving a penny stock, a broker-dealer is required to deliver, prior to the transaction, a disclosure schedule relating to the penny stock market as well as disclosure concerning, among other things, the commissions payable, current quotations for the securities and information on the limited market in penny stocks.

The liquidity of our common shares may be materially and adversely affected if our common shares continue to be penny stock due to the administration requirements imposed by these rules.

It may be difficult for our shareholders to enforce civil liabilities under the U.S. federal securities laws because we are incorporated in Canada.  We are incorporated under Canadian law and the majority of our directors and executive officers are Canadian citizens or residents.  All, or a substantial portion, of these persons assets and substantially all of our assets are located outside the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon those persons or us or to enforce against them judgments of U.S. courts predicated upon civil liabilities under U.S. federal or state securities laws.  Also, there is uncertainty as to the enforceability in Canada, in original actions or in actions for enforcement of judgments of the U.S. courts, of civil liabilities predicated upon U.S. federal or state securities laws.

We may be treated as a passive foreign investment company, which would have adverse tax consequences for our U.S. shareholders.  We may be treated as a passive foreign investment company, or a PFIC.  While we do not believe that we should be treated as a PFIC, whether we are treated as a PFIC depends on questions of fact concerning our assets and revenues.  Accordingly, we cannot assure you that we will not be treated as a PFIC.  If we were to be treated as a PFIC, there could be material adverse tax consequences to U.S. holders of our common shares.

ITEM 4.  INFORMATION ON DIVERSINET

4-A.

History and Development of Diversinet

Diversinet Corp. (formerly The Instant Publisher Inc.) was formed on December 8, 1993 through the amalgamation of The Instant Publisher Inc. with Lombard Consolidated Resources Inc., an Ontario corporation.  We are regulated in accordance with the Ontario Business Corporations Act.

Our registered and principal office is located at 2225 Sheppard Avenue East, Suite 1801, Toronto, Ontario, Canada, M2J 5C2 (telephone: 416-756-2324; fax: 416-756-7346).

The following table provides the amount spent on capital expenditures for the year ended December 31, 2004, the fourteen-month period ended December 31, 2003 and the fiscal year ended October 31, 2002:

|YEAR | AMOUNT 
|---- | -------
|2004 | $24,000
|2003 | $75,000
|2002 | $21,000

There have been no major capital divestitures during the fiscal year ended December 31, 2004, the 14 month period ended December 31, 2003 or the fiscal year period ended October 31, 2002.  A large portion of the capital expenditures have been computer hardware and software required for our continued growth.  Most of these expenditures have occurred at our head office.  With the exception of our recent asset purchase agreement to divest the net assets of DSS, as disclosed in note 16 of our 2004 financial statements, we currently have no significant capital expenditures or divestiture projects in process.  All capital expenditures have been financed through working capital.

4-B.

Business Overview

We are a mobile device security software product and service company that develops, markets and distributes mobile authentication solutions that provide for the secure transmission of data over mobile networks.  Our solution encompasses all aspects of communication and commercial transaction security requirements, covering the authentication and authorization of individuals involved, the integrity of the information being sent and the non-repudiation of the transaction.

We provide mobile device security products for the secure transmission of data over mobile networks and are striving to become the leading provider of mobile authentication services.  Our strategy to achieve this objective involves: targeting emerging mobile data and messaging markets, expanding strategic partnerships and sales channel relationships, maintaining a leadership position in terms of products and services, research and development, and building awareness of the Diversinet brand.

We develop, license, service and support the Diversinet MobileSecure suite of mobile authentication products, solutions and services.  Diversinet MobileSecure Client provides the ability to support multiple mobile authentication solutions and service applications across a wide range of mobile device platforms.  Based on our intellectual property, patents and Passport Trust PlatformTM developed over the last seven years, we have consolidated our core technology capabilities to an application service provider business model and rebranded our offerings as the Diversinet MobileSecure suite of mobile authentication products, solutions and services.  As an application service provider, Diversinet products, solutions and services allow companies to deploy the robust mobile-optimized strong authentication infrastructure needed for trusted exchange of sensitive information over mobile data networks quickly and cost-effectively. This enables companies to reduce the time-to-market for delivery of new secure mobile data applications and business services.

The Diversinet MobileSecure product, solution and service suite is comprised of the following individual software products and service offerings:

•

Diversinet MobileSecure Clientmobile-optimized strong authentication software thatcan be embedded on a variety of mobile devices and manages the trusted credentials used to authenticate the mobile user for secure personal communications and commercial transactions.

•

Diversinet MobileSecure Authentication Services is a service bureau which will provide Over-the-Air (OTA) Diversinet MobileSecure Client software, credential provisioning and registration lifecycle management for mobile device users.  Additionally, the service bureau will offer mobile-optimized validation services via Short Message Service (SMS)-based offerings to support zero-client mobile devices for mass market mobile authentication services for users that do not carry mobile devices that can support our client software directly.

•

Diversinet MobileSecure SDKprovides mobile application developers with a suite of security Application Program Interface (APIs) to integrate the Diversinet MobileSecure Client software and service bureau infrastructure across a range of mobile device platforms, Internet and mobile data networks for secure personal communication and commercial transactions.



About DSS Software Technologies

In January 2003, we acquired all of the capital stock of DSS Software Technologies (DSS), a systems integration provider headquartered in Fremont, California.  DSS provides technical consulting services to tier one customers including financial, enterprise and technology companies such as Cisco Systems, Lucent, Oracle, Sun Microsystems and Wells Fargo in the areas of systems integration, software development, and Enterprise Resource Planning ERP and Customer Relationship Management CRM implementation.  Consideration for the DSS acquisition was provided through a combination of cash payments and an earn-out provision, plus warrants, provided over a three-year term.  During 2004 we amended the purchase agreement to provide Diversinet common shares and cash in lieu of the remaining cash payments and the earn-out provision.



DSSs operations have been integrated with ours as a wholly owned subsidiary.  The purchase of DSS was accounted for using the purchase method and DSSs operations have been consolidated since the date of acquisition.

About Caradas, Inc.

In September 2003 we acquired all of the capital stock of Caradas, Inc. (Caradas), a systems integration provider headquartered in Braintree, Massachusetts.  Caradas focuses on smart card-based application security systems within the financial services industry, particularly as a vehicle for managing relationships between issuers and cardholders.  Caradas offers a suite of solutions and services to define and implement secure application infrastructures.



*

The Caradas ConnexusTM Platform Caradas provides turnkey solutions for smart card-based application security systems using a suite of Caradas developed and third-party technology components.



*

Visa and MasterCard Issuer Solutions: Caradas adds value to Visa and MasterCard issuer projects by working closely on architecture and design, providing integration services, followed by test and operational transfer as the deployment occurs.  The smart Visa and MasterCard oneSmart Solutions are based upon established methodologies, third-party technologies and the Caradas ConnexusTM Platform technology.



*

Caradas Services:  Caradas provides a set of professional integration services for the strategy and support behind the technology.  The Caradas team has developed a methodology for implementing application security systems.



*

Caradas LabsTM: Caradas provides benchmarking and evaluation of core technologies through the testing center.



Caradas’ operations have been integrated with ours as a wholly owned subsidiary.  The purchase of Caradas was accounted for using the purchase method and Caradas’ operations have been consolidated since the date of acquisition.



Industry Background

In recent years, the mobile data industry has been growing on many fronts.  We believe the worldwide growth of the mobile data industry is being propelled by the explosive growth of the Internet and the consequent demand for mobile data access to the Internet, high penetration rates for users of mobile telephones, intense price competition among mobile network operators and the emergence of worldwide standards for mobile data communications.



Security has and will continue to be a major concern for the mobile data community.  The increasing number of consumers and businesses that expect the ability to securely access confidential information and conduct transactions wirelessly has created the interest and demand for mobile device security.



The mobile data market is not readily adaptable to its networks, applications and devices used within existing wired solutions.  Mobile data networks are fundamentally different from wired networks.  In wired networks, the Intel chip in a PC is the common device platform, Microsoft Windows is the dominant operating system and the browser is the common graphical user interface.  In wired networks, data and content reside largely in databases, and data is extracted by the user on a simplified query basis using search engines - the user must either find or know where to get the information for which he or she is looking.



Mobile data networks currently have no such standards for client platforms, operating systems or user interfaces.  The mobile device may be a PDA, a two-way pager, intelligent mobile device or a smart phone.  Multiple operating systems are being employed.



Mobile industry standards are emerging, and we are a member and contributor to many of the standard-setting bodies.  One of the main standards setting forums is the Open Mobile Alliance (formerly the WAP or Wireless Application Protocol Forum).  The objective of this association is to develop standards intended to bring highly-optimized Internet content to mobile devices by creating global mobile data protocol specifications and standards that work across all mobile network technologies. In addition to the Open Mobile Alliance, we are members of the initiative for Open AuTHentication (also known as OATH) an industry-wide collaboration to develop an open reference architecture by leveraging existing open standards for the universal adoption of strong authentication and Liberty Alliance Project an open body working to address the technical, business, and policy challenges surrounding identity and web services.



Need For Secure Transactions Supported By Strong Authentication

The openness and accessibility that have stimulated the adoption and growth of the Internet and mobile and wired public and private networks, also create threats to the authenticity, privacy and integrity of information that is transmitted across or stored on the networks.  Well-publicized Internet fraud experienced by on-line companies and attacks resulting in overloading of popular e-business web sites by hackers and phishing experts have highlighted the need for improved user authentication. Identity theft is the fastest growing types of consumer fraud. The Federal Trade Commission in the United States has estimated during 2003, almost ten million Americans discovered they were victims of identity theft with a total cost to business and consumers approaching $50 billion.  Enhanced user authentication  commonly known as strong authentication  is the next wave of security enablers to curb the rise in identity theft. The security risks associated with personal communications and commercial transactions over the Internet, and over mobile and wired public and private networks, have accentuated the need for strong authentication solutions that protect user identity, data and devices.



In order to further define and deliver to the market needs for strong authentication solutions, the initiative for Open AuTHentication (OATH) was founded in February 2004 by Verisign including a host leading global information and communication technology industry companies as charter members: IBM, Gemplus, Entrust, Diversinet, VASCO, SafeNet and others.  According to OATH, strong authentication connotes a stringent level of security that combines a user ID with a software or hardware token to form a unique device that validates a users identity when accessing a software application or network.   It represents a foundational element of trusted networks where multiple business partners can securely share confidential information. Online identities secured only by static passwords can be exploited, resulting in identity theft or compromised systems.  Existing two-factor authentication approaches, while more effective, are often expensive and complex, and their lack of interoperability poses significant barriers to adoption.  An industry-wide collaborative effort to promote Open Strong Authentication will remove these barriers and broaden enterprises use of the Internet to communicate, collaborate, and conduct commerce in new ways.



Market Acceptance of Strong Authentication

A wide range of products and services have been introduced to address strong authentication requirements for wired applications and services.  For example, products such as password tokens, smart cards and USB authenticators, which limit network access only to users having recognized addresses or entering recognized passwords, provide access control by providing One-Time-Passwords (OTPs).  These OTP products are generally limited in their flexibility, user convenience and are expensive to the general enterprise and consumer markets.   Globally, there are over 25 million authentication tokens in the market, as stated by vendors RSA Security and VASCO, with the average end user cost per token of $40 per unit.  This cost does not include system and server fees associated with validating the identity of the user as well as backend integration to the application and/or service provider.



Business to Consumer (B2C) online sales in 2003 were $96 billion, but most of these sales were  authenticated by a simple password.  We believe that globally, the enterprise and consumer mass markets have not yet adopted strong authentication because of the associated high-costs for the tokens and because of the inconvenience of carrying multiple authentication devices to remotely access Internet lifestyle communities such as banking, wagering, associations, corporate information and public sector services. For strong authentication to take hold for the mass market, each individual user would be required to carry, and pay for, one token for each access point.  We believe a soft token capable of addressing multiple access points created within, or delivered to, a mobile device, will increase the acceptance for strong authentication.



Need for Mobile Authentication Services

We believe that as mobile devices proliferate in the marketplace and become both smarter and connected to the Internet the requirements to authenticate the device and the users become critical. The identity of the individual must be maintained and protected in order to facilitate transactions over the wireless network and the Internet. Whether an individual is downloading a ring-tone to their phone, requesting private health data from a hospital database or simply expecting their email to be secure, authentication services are essential in a mobile world.

The prevention of fraud, the ability to thwart phishing schemes, the need to protect identities and private information are all dependent upon authentication of individuals using mobile devices and their associated services.

Market Size

Mobile devices are becoming pervasive in many parts of the world. Today there are 1.5 billion wireless phones worldwide with predictions of subscribers reaching three billion by 2010, as networks grow and prices for handsets continue to drop according to Goldman Sachs Research. Over 700 mobile network operators worldwide contribute to subscriber growth and will be seeking to retain subscribers through the provision of innovative authentication services.

Our products and services target wireless subscribers worldwide by enhancing the mobile device function to provide both a trusted identity and the capability to generate and receive One-Time Passwords.

Financial Institutions worldwide are concerned with the weaknesses inherent in simple passwords as single factor authentication.  According to Soleil Equity Research, approximately 50,000 banks worldwide have recognized the need for strong authentication and have begun to offer limited wireless device One-Time Password delivery.

Demand Drivers

We believe that the four significant drivers of demand for mobile-optimized strong authentication products and services are as follows:

1.

Rise of phishing and identity theft over the Internet

Consumers are becoming less trustful of Internet online systems for banking and commerce as identity theft and phishing attacks (sending an e-mail to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.) on consumers increase. We believe consumers are looking for more secure means of identifying themselves to financial institutions, online commerce suppliers and online service providers. The acceptance of One-Time Password token generators will enter the consumer market as the banking industry and e-commerce providers seek solutions to protect their customer transactions.

2.

Rise of Federated Identity Networks

Federated identity networks are increasing to help businesses establish a virtual network, or circle of trust, through authentication (of an identity) and single sign-on across domains.  The vision is that users and their identities are grouped and trusted across many boundaries such as those with partners, customers and third-party contractors.

The Liberty Alliance, the leading identity network, is setting standards for the implementation of federated networks, and we believe the Liberty Alliance framework is emerging as a de facto standard for mobile identity based data services. Within Liberty, member companies collectively represent close to 400 million mobile subscribers, more than half of the mobile devices in the market, some 80% of all Subscriber Identity Modules (SIM) and approximately 55% of the mobile network infrastructure providers.

Strong authentication is critical to the success of all federated networks however,  as mobile network operators become identity providers in federated networks, mobile optimized authentication must be integrated on the mobile device in order to prevent identity theft and fraud.

3.

Mandated Government Regulation

Enterprises are looking toward stronger authentication methods in order to track and control who has access to what information in order to comply with demanding regulations such as the Sarbanes-Oxley Act and the Health Insurance Portability and Accountability Act. Hackers cannot be tolerated when corporations are legally responsible to protect the privacy of the data under their control.

4.

Lack of security as an impediment to m-commerce and e-commerce growth

Security is often regarded as the primary impediment to the mainstream adoption of the Internet as a business tool.  Given the importance attached to the Internet and mobile networks and the related potential for cost reduction and revenue generation, the issue of security becomes one of fundamental need and importance.

Much publicized security incidents including misappropriation of personal data on smart phones, high profile identity theft, and the continued rise in phishing attacks have provided a growing perception among many consumers that there is a risk involved in transmitting information via mobile networks and the Internet. We believe electronic commerce, both Internet and mobile based will benefit from improved mobile authentication services that correctly identify users and reliably encrypt data over mobile networks.

Strategy

We strive to be a leader in providing mobile-optimized strong authentication products, solutions and services to protect mobile user identity, data and devices over mobile data networks and other networks, including corporate networks, telecommunications systems and the Internet.

The key elements of our strategy to achieve this objective include the following:

Target emerging strong authentication markets.  Our sales and marketing activities are primarily targeted at emerging Internet markets to protect consumer, enterprise, and commerce high-value applications with mobile assisted One-Time Password token solutions, in addition to more traditional forms of personal communications and commercial transactions over mobile data networks.  Within these markets, our customers and partners include device manufacturers, network infrastructure manufacturers, application developers, certificate authorities and mobile network operators.  Our business plan is dependent of the cooperation of numerous parties to a transaction.

Expand strategic relationships.  We have formed relationships in the areas of sales, marketing and technology with industry leaders, and expect to continue to form such relationships in the future, to encourage widespread acceptance of our mobile authentication products, solutions and services.  These include relationships with such companies as:

VeriSign

Microsoft

Hongkong Post

Research In Motion

Guangdong CA

Symbian

Rogers Wireless

PalmSource

Sunday



Maintain what we believe to be a leadership position in terms of research and development of technology.In late 1996, we acquired technology that consists of concepts and methods that relate to automatic and safe public information communication systems and methods for secure distribution of information.  We have invested, and intend to continue to invest, significantly in the development of our technology.  We will base future development of our technology on mobile device security market requirements.  In January 1999, we were issued a patent for this technology by the U.S. Patent and Trademark Office that will be in effect until August 22, 2017.  In April 2001 we received an U.S. patent for our technology relating to the handling of permissions.  In June 2001 we received an Israeli patent that will be in effect until 2021 for our technology relating to safe communications handshake and data transfer.  In July 2003, we received a patent from the State of Israel Patent Office for our System and Method for Reliable Key Transfer.  This patent will be effective until 2021.  This system and method provides for an automated method to securely update root certificate authority (CA) keys and certificates (basis for root rollover) and combine domains. On August 5, 2003, we received a trademark from the U.S. Patent and Trademark Office for our Diversinet logo.  This trademark will be effective until 2013.  On November 2, 2003, we received a patent from the State of Israel Patent Office for our System and Method for Handling Permits.  This patent will be effective until 2017.  The patented technology provides for a unique permit separation model that enhances the security and privacy of wired and wireless e-commerce systems by improving the management of personal privileges in advanced PKI security environments.

Build awareness of the Diversinet brand.  One of our main goals is to establish our brand as a leader for mobile authentication products, solutions and services for all transactions over mobile data networks.  We plan to achieve this goal through a variety of programs that will generate brand awareness.  These include regular press and investor sessions, an ongoing pro-active speaking program by senior management and regular interaction with major market influencers.

Strengthening our Presence in the Canadian, US and Hong Kong Markets.  We believe the Canadian, U.S. and Hong Kong markets will be active and growing markets for our mobile authentication products, solutions and services.  To strengthen our position in these important markets we are focusing our sales and marketing efforts to align our resources with strategic partners in each territory to deliver to local market needs.

Products and Services

We believe our technology and approach to mobile authentication services have several distinct advantages over existing security methods.  Most notably, our solutions were developed specifically for the mobile environment.  Our mobile-optimized technology minimizes demands placed on scarce device resources such as processor and memory, and as a result assists in conserving battery life.  Our technology also minimizes the amount of data sent over the network and the number of steps required to achieve a secure connection, which optimizes consumer network resources

We develop, market and distribute a complimentary product and service suite: Diversinet MobileSecure Client and Diversinet MobileSecure Authentication Services together provide, what we believe to be, a comprehensive security solution with a focus on mobile applications residing on Palm, RIM, Symbian, Microsoft and Java-based operating systems; mobile browser-based devices; and GSM/SIM (Subscriber Identity Module) based devices.

Our products and services are designed to address the unique needs of mobile devices, networks and applications.  When integrated with specific applications, our products enable mobile users to effectively manage secure communications and transactions across mobile data networks.

Diversinet MobileSecure Client

The MobileSecure Client is a mobile device resident software tool designed to support applications running on the mobile device with an accessible security service package.  The primary product objective is to enhance mobile device resident applications to utilize a series of mobile security functions supporting Authentication, Privacy, Integrity and Non-repudiation.

The MobileSecure Client package contains several initial applications.  These include a user One-Time Password (OTP) application as well as appropriate One-Time Password browser plug-ins to allow One-Time Passwords to be generated automatically during browser sessions.

Diversinet MobileSecure SDK

The Diversinet MobileSecure SDK provides mobile application developers with a suite of security Application Program Interface  to integrate the Diversinet MobileSecure Client software and service bureau infrastructure across a range of mobile device platforms, Internet and mobile data networks for secure personal communication and commercial transactions

The Application Program Interfaces included with the SDK as designed to link server-side components with the client devices based upon a device class scheme, thereby simplifying the design work of application developers.

Diversinet MobileSecure Authentication Services

The Diversinet MobileSecure Authentication service will operate as a hosted application service bureau service bureau.

MobileSecure Authentication services will provide the basis for both supporting the provisioning of the Mobile Secure Client and the delivery of an SMS two-factor authentication service.

Service Applications

Our Diversinet MobileSecure Client and Authentication Services when launched will be primarily support a wide variety of emerging secure personal communications and commercial transaction applications in the financial, enterprise, consumer and gaming industries for both wired Internet and mobile Internet networks.

The generation of one-time passwords by the MobileSecure Client resident on smart phones or delivery of One-Time Passwords via the Diversinet MobileSecure Authentication Services will address the need for two-factor strong authentication.  This application eliminates the need for hardware tokens and addresses a need for multiple tokens delivered on the same device.

Product and Service Development

Our engineering group is focused on developing core technologies and enhancements to existing product lines to maintain and extend what we believe to be our technology and product leadership position.  More specifically, the group is currently focused on the development of additional features for Diversinet MobileSecure software and the Mobile Secure Authentication Services the features of which will be assessed in terms of market demand and competition.

The product will continue to develop with a focus on the unique characteristics of the mobile market and enhancements to Over-the-Air provisioning.  Our engineering group reviews relevant proposed industry standards or conventions as they are developed and seeks to make our products compatible with each of them.  We participate in industry standard bodies, such as the initiative for OATH, ensuring OATH compliance of our products. Through the Liberty Alliance Project we assist in the development of business guidelines for mobile deployments. Through our membership with the Open Mobile Alliance (OMA) we monitor the activities of others, such as the Internet Engineering Task Force (IETF) and the American National Standards Institute (ANSI).

Consulting Services and Support

We believe that a high level of service and support will be critical to our success and that a close and active customer relationship is important to facilitate rapid implementation of our solutions, assure customer satisfaction and provide us with important information regarding evolving customer requirements.  We are in the process of building a Diversinet MobileSecure services group that will provide product integration services, customized engineering support and training to our customers through our channel partners.

Research and Development

We expect that our future success will depend in large part on our ability to continue to maintain what we believe is a leadership position in terms of research and development of technology.  Our research and development efforts are focused on developing core technologies and enhancements to existing products and services in order to maintain and extend our technology and product leadership position.  We leverage open industry standards and open source initiatives to maintain our pulse on the mobile, security and IT industries.

As of December 31, 2004, our research and development staff consisted of thirteen employees (of which 8 hold advanced degrees in science or business).  Research and development expenditures were $1.2 million in the fiscal year ended December 31, 2004, $1.5 million in the 14 month period ended December 31, 2003, $1.2 million in the year ended October 31, 2003.  We expect to spend approximately $1.3 million in fiscal 2005.  We believe that timely development of new and enhanced security products is necessary to remain competitive in the marketplace.

Customers

To date, we have executed limited pre-commercial collaboration programs with a wide range of market development partners and customers for mobile authentication services.  In addition, we received service revenue for support and maintenance from a number of other service contracts for professional services and solutions under the Caradas and DSS operations.

Competition

Our mobile authentication technology is targeted at the new and rapidly evolving demand for mobile-optimized strong authentication solutions.  Although the competitive environment has yet to develop fully, we anticipate that it will be highly competitive, subject to rapid change and significantly affected by new product and service introductions and other market activities by industry participants.  We believe we are one of a few companies that currently have mobile authentication services based on the OATH reference architecture available in the mobile device security market that provides an end-to-end solution.  There are a number of successful security vendors who have announced their intention to compete in the mobile space.  These include RSA, SafeNet, and Entrust.  While these competitors have better name recognition in general, we are striving to become a leading brand in mobile authentication services today.  We also anticipate competition from a number of other larger and smaller companies that provide other security solutions.  Many of our competitors and potential competitors have significantly greater resources than we have.

The principal competitive factors affecting the market for mobile authentication services include technical features, ease of use, reliability, level of security, scalability, customer service and support and price.  There are also significant technical challenges that are unique to the mobile environment, including constraints in device processing and storage capabilities, and network throughput limitations.  We believe our products have been optimized for this unique and technically challenging environment.  Our future success will largely depend on our ability to make our products available to serve the rapidly growing mobile authentication services market, rather than taking market share away from competitors.

Regulatory Matters

Some of our products are subject to special export restrictions administered by the Canadian government and are also subject to import restrictions and/or use restrictions imposed by countries such as the United States, although pursuant to a recent international treaty, a number of countries have relaxed, or are in the process of relaxing, their export rules as applicable to products of the type licensed by us.  Consequently, our ability to export our products to destinations outside of Canada is subject to a variety of government approvals or licensing requirements.  These export controls may also restrict our ability to make some products available for sale via international computer networks such as the Internet.  Re-export of the products between countries other than the United States and Canada may be subject to the export control laws of those countries in addition to those provisions of Canadian export control laws that apply to re-exported goods.  In light of these restrictions, depending on the country of destination, industry sector and/or end-user, some of our products made available abroad may contain significantly weaker encryption capabilities than those available to customers in Canada, and there can be no assurance that we will continue to be able to export our products to any destinations outside of Canada.  Such restrictions could potentially have an adverse effect on our business, financial condition and results of operations.

Intellectual Property

We rely on a combination of patent, trade secret and trademark laws, non-disclosure agreements and contractual provisions to establish and protect our proprietary rights.  We also seek to protect our trade secrets and other proprietary information through license agreements with customers and suppliers, as well as non-disclosure and non-competition agreements with employees and consultants.

On January 26, 1999, we received a patent from the U.S. Patent and Trademark Office for our Method for Safe Communication which will be in effect until August 22, 2017.  This method consists of the safe distribution of encryption keys, including a known public and secret private key, and establishes a secure link between computer users who reside at separate locations and who have had no previous secure communications.

On April 10, 2001, we received a patent from the U.S. Patent and Trademark Office for our System and Method for Handling Permits.  The patented technology provides for a unique permit separation model that enhances the security and privacy of wired and wireless e-commerce systems by improving the management of personal privileges in advanced PKI security environments.

On June 20, 2001, we received a patent from the State of Israel Patent Office for our Apparatus and Method for Safe Communication Handshake and Data Transfer.  This patent will be effective until 2021.  This apparatus and method provides for the safe distribution of encryption keys, including a known public and secret private key, and establishes a secure link between computer users who reside at separate locations and who have had no previous secure communications.

On July 11, 2003, we received a patent from the State of Israel Patent Office for our System and Method for Reliable Key Transfer.  This patent will be effective until 2021.  This system and method provides for an automated method to securely update root certificate authority keys and certificates (basis for root rollover) and combine domains.

On August 5, 2003, we received a trademark from the U.S. Patent and Trademark Office for our Diversinet logo.  This trademark will be effective until 2013.

On November 2, 2003, we received a patent from the State of Israel Patent Office for our System and Method for Handling Permits.  This patent will be effective until 2017.  The patented technology provides for a unique permit separation model that enhances the security and privacy of wired and wireless e-commerce systems by improving the management of personal privileges in advanced PKI security environments.

Applications for thirteen other patents have also been submitted in Israel and Canada based on the same concept for which the United States patent was granted, as well as other concepts.

We have registered the name Passport Certificate Server with the Canadian Trademark Office.  We have also applied to register as trademarks with the United States Patent and Trademark Office and/or the Canadian Trademark Office the names Diversinet, Passport Certificate Server and Passport Authorization Product, but there can be no assurance that these trademarks will be successfully registered.

We continue to seek patent and trademark protection where appropriate.

Marketing and Sales

Marketing

Our marketing efforts will support our two primary marketing objectives:

(i)

increasing awareness through building the Diversinet brand; and

(ii)

generating sales leads in our target markets.  Our efforts to increase awareness and build our brand will entail gaining positive coverage in targeted trade and business publications and establishing and developing relationships with analysts from market influencers, such as Ovum and Gartner.  We will pursue the generation of sales leads through the implementation of programs such as web marketing, direct mail, active participation in targeted events, and cooperative marketing activities in support of channel partners.

Sales

We offer our mobile authentication products, solutions and services globally to security providers, mobile network operators and application providers employing several sales models to target our intended markets.

We believe that our coverage of these markets by our sales team through our partners is necessary to pursue our targeted customer base, which is still in the early stage of high-value secure mobile application deployment and testing.  Our customer focus is in providing mobile authentication solutions to security providers, mobile network operators and application providers, both directly and through licensed distribution channels.  We are also exploring OEM relationships for the private branding of our products, solutions and services.

The current sales and implementation cycle for our mobile authentication products, solutions and services is approximately six months and consists of four phases:

•

Initial contact and customer education/qualification

•

Pilot proof of concept

•

Early deployment testing

•

Phased production rollout

Seasonality

Seasonality does not affect our main business; our business generally does not fluctuate based solely on the time of year

Raw Materials and Suppliers

We do not use a significant amount of raw materials in our business.  Substantially all of the raw materials that we use in our business are either freely available, such as office supplies, or are easily available to us at reasonable prices, such as computer hardware and software.

4-C.

Organization Structure

Diversinet Corp. has a representative office in Hong Kong, SAR.  In January 2003, we acquired 100% ownership of DSS, a professional services company, in Fremont California.  In September 2003, we acquired 100% ownership of Caradas, a smart card-based application security company headquartered just outside Boston, Massachusetts.

During 2001, we entered into an agreement with an Asian company to establish a joint venture to conduct certain of our Asian activities.  Each party holds a 50% interest in the joint venture, Atria Limited (formerly Diversinet Hong Kong Limited).  During the second quarter of 2004, we received notification from the other joint venture partner of their intent to terminate the joint venture agreement and wind up the joint venture.  During the fourth quarter of 2004 we increased our depreciation charge by $145,000 (and reducing our capital assets cost base by $330,000 and our accumulated depreciation and amortization for our capital assets by $185,000) for our joint venture assets in recognition that we are in the process of winding up the joint venture.  Once the wind up is complete, we will record an adjustment to the joint ventures asset base.

We have four inactive wholly-owned subsidiaries, Diversinet Corporation of America, incorporated in Delaware, Diversinet Inc., an Ontario corporation which was formed on November 20, 1996; Instant Publisher Ltd., a Barbados corporation formed on December 2, 1993; and Diversinet (Israel) Ltd., an Israeli corporation.

4-D.

Property, Plant and Equipment

Our head office is located in leased premises of approximately 6,200 square feet at 2225 Sheppard Avenue East, Suite 1801, Toronto, Canada M2J 5C2.  During 2003 we sublet the 17th floor (13,497 sq. ft.) and moved to the smaller space on the 18th floor.  We also have leased premises in Hong Kong, SAR, California and Massachusetts.

The lease for our head office expires in June 2006.  The Hong Kong office lease has a term of less than one year.  The California lease expires in August of 2006.  The Burlington, Massachusetts lease for 2,601 square feet expired on September 30, 2004, and since then, we have been renewing the lease on three month intervals.  We currently expect to be able to extend the terms of expiring leases or to find replacement facilities on reasonable terms.

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Our financial statements have been prepared in accordance with Canadian GAAP.  These principles conform in all material respects with U.S. GAAP except as described in Note 15 to our 2004 consolidated financial statements.



The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this annual report.  Except for historical information, the following discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  Such forward-looking statements involve risks and uncertainties.  Such forward-looking statements include, among others, those statements including the words, expects, anticipates, intends, believes, and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause future results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those discussed in Risk Factors in Item 3-D. of this annual report.



We have incurred operating losses in each of the last five fiscal years due to losses from our continuing operations of developing security products and our discontinued operations of developing and marketing the IPS 950 instant color digital printing system.  We have sustained our business during this period through the sale of common shares in a series of private placements.  We cannot provide assurance that we will be able to raise sufficient funds in the future to sustain our operations.



5-A.

Operating Results

Overview

We are a mobile device security software product and service company that develops, markets and distributes mobile authentication solutions that provide for the secure transmission of data over mobile networks.  Our solution encompasses all aspects of communication and commercial transaction security requirements, covering the authentication and authorization of individuals involved, the integrity of the information being sent and the non-repudiation or legalization of the transaction.



We believe we are a pioneer in providing mobile device security products for the secure transmission of data over mobile networks and are striving to become the leading provider of mobile authentication services.  Our strategy to achieve this objective involves: targeting emerging mobile data and messaging markets, expanding strategic partnerships and sales channel relationships, maintaining a leadership position in terms of products and services, research and development, and building awareness of the Diversinet brand.



We develop, license, service and support the Diversinet MobileSecure suite of mobile authentication products, solutions and services.  Diversinet MobileSecure Client provides the ability to support multiple mobile authentication solutions and service applications across a wide range of mobile device platforms.  Based on our intellectual property, patents and Passport Trust PlatformTM developed over the last seven years, we have consolidated its core technology capabilities to an application service provider business model and rebranded our offerings as the Diversinet MobileSecure suite of mobile authentication products, solutions and services.  As an application service provider, Diversinet products, solutions and services allow companies to deploy the robust mobile-optimized strong authentication infrastructure needed for trusted exchange of sensitive information over mobile data networks quickly and cost-effectively.  This enables companies to reduce the time-to-market for delivery of new secure mobile data applications and business services.



With the acquisitions of DSS and Caradas, we have additional resources in the U.S.  We also continued to maintain its Canadian operations.  During 2002, the average U.S. - Canadian dollar rate was 1.57.  During 2003, the average U.S. - Canadian dollar rate had dropped to 1.40, causing our Canadian dollar expenditures to increase relative to the U.S. dollar.  During 2004, the average US  Canadian dollar rate was 1.30, causing our Canadian dollar expenditures to again increase relative to the US dollar.  However with the inclusion of DSS and Caradas for the full year in 2004, leading to a higher percentage of US denominated expenditures, our overall Canadian dollar expenditures as a percentage of total expenditures dropped.  During 2002, we had Cdn$5,180,000 (based on the average rate of 1.57, U.S. $3,299,000) in Canadian dollar expenditures.  During 2003, we had Cdn$4,313,000 (based on the average rate of 1.40, U.S. $3,081,000) in Canadian dollar expenditures.  With the change in the average exchange rate between 2002 and 2003, the net effect of the changes in the foreign exchange rates was an increase in operating results of U.S. $334,000.



Operating Results

Unaudited quarter ended December 31, 2004 compared to the unaudited quarter ended December 31, 2003



Revenue

For the quarter ending December 31, 2004, we reported revenue of $1,380,000 compared to $2,332,000 for the quarter ended December 31, 2003.  During the fourth quarter of 2004, we have been focused on redefining our business plan and product offering, which culminated with the addition of new management team members during December 2004.  During the fourth quarter of 2003, Caradas revenues were $653,000 of which $243,000 was from deferred revenues delivered in the quarter.  During the similar period of 2004, Caradas revenues were $374,000.



Cost of sales

Cost of sales were $1,095,000 (or gross margin of 21%) for the quarter ended December 31, 2004 compared to $1,745,000 (or gross margin of 25%) for the same quarter in 2003.  During the fourth quarter of 2004, we had a larger amount of lower margin consulting services as a percentage of total revenues.



Expenses

Research and development expenses were $210,000 for the quarter ended December 31, 2004 compared to $447,000 for the similar period of 2003.  During the fourth quarter, we received a net amount of $141,000 relating to investment tax credits for R&D work done in 2003 and the two month stub period in 2002.



Sales and marketing expenses were $266,000 for the quarter ended December 31, 2004 compared to $1,214,000 for the similar period of 2003.  During 2004, we reduced our complement of people in sales and marketing, which is reflected in a lower 2004 quarterly number.  Included in the quarterly December 31, 2003 sales and marketing expenses is $300,000 relating to stock-based compensation expenses.



General and administrative expenses were $619,000 for the quarter ended December 31, 2003 compared to $883,000 for the similar period of 2003.  The 2004 quarter includes $256,000 in stock-based compensation expense, compared to $525,000 for the similar period in 2003.



Depreciation and amortization

Depreciation and amortization expense was $336,000 for the quarter ended December 31, 2004 compared to $259,000 for the similar period of 2003.  During the fourth quarter of 2004, we increased our depreciation charge by $145,000 (and reducing our capital assets cost base by $330,000 and our accumulated depreciation and amortization for our capital assets by $185,000) for our joint venture assets in recognition that we are in the process of winding up the joint venture.



As further discussed below in the year review, during the fourth quarter of 2004, we completed our goodwill impairment test, and determined that goodwill of $525,000 as at December 31, 2004 ($0 for 2003) relating to DSS and $2,500,000 ($0 for 2003) relating to Caradas was impaired under the fair value based methodology as prescribed under Canadian GAAP.



Other Income

For the quarter ended December 31, 2004 foreign exchange losses were $27,000 compared to $300,000 for the comparable period in 2003.  During 2004, the U.S./Canadian dollar exchange rate changed from 1.29 to 1.20, compared to 2003 when the exchange rate changed from 1.56 to 1.29.



Net Loss

We reported a net loss of $4,166,000 for the quarter ended December 31, 2004 and $2,264,000 for the quarter ended December 31, 2003.  This net loss includes stock-based compensation expense relating to the issuance of options and warrants of $256,000 in the fourth quarter of 2004 and $825,000 in the fourth quarter of 2003 and a goodwill impairment charge of $3,025,000 in the fourth quarter of 2004 and $0 in the fourth quarter of 2003.  The loss per share was $(0.31) for the quarter ended December 31, 2004 compared to $(0.21) for the December quarter of 2003.



Year ended December 31, 2004 compared to year ended December 31, 2003



Revenue

For the year ending December 31, 2004, we reported revenue of $7,045,000 and for the year ended December 31, 2003 we reported income of $8,522,000.  We generated 96% (96% in 2003) of our revenues from the United States, 1% (3% in 2003) from the Asia Pacific region, 2% (0% in 2003) from Canada and 2% (1% in 2003) from other areas during the period ended December 31, 2004.  During this period, we generated 95% (97% in 2003) from consulting services and 5% (3% in 2003) from licensing.  While revenues increased from 2002 to 2003 as a result of the acquisition of DSS and Caradas during 2003, the lower revenue for 2004 was due to a reduction in the DSS revenues of approximately $2.7 million, offset by an increase in revenues of $1.2 million through the acquisition of Caradas in September 2003.  The overall decrease in revenues from 2003 is due to reduced services revenues caused in part to the DSS losing key management in the first quarter of 2004 and as a result DSS lost several customers over the course of the year.  We are operating in an evolving and unpredictable market and accordingly have and may continue to experience wide fluctuations in our revenues.



During 2004, 34% (50% in 2003) of our revenue came from two customers.  While we are endeavoring to increase our customer base, as the market that we operate in is still in an evolving stage and our revenue is still quite small, it is reasonable to expect that our revenue may continue to be concentrated among relatively few customers for the near future.



Cost of sales

Cost of sales were $5,239,000 (or gross margin of 26%) for the year ended December 31, 2004 compared to $6,622,000 (or gross margin of 22%) for 2003.  This represents the direct costs associated for completing the software solutions and consulting services revenue.  During the third quarter of 2004, we adjusted our cost of sales accrual downwards by $135,000 to more accurately estimate the direct delivery costs associated with completing the software solutions and consulting services revenue.  Licensing revenues (which have a higher gross margin than consulting services) as a percentage of total revenue increased from 2.8% in 2003 to 4.6% in 2004.



Research and development

Research and development expenses were $1,154,000 for the year ended December 31, 2004 compared to $1,276,000 for 2003.  The annualized decrease is due in part to further headcount cost reduction measures carried out in during 2004.  During the year, we received a net amount of $141,000 relating to investment tax credits for R&D work done in 2003 and the two month stub period in 2002.  During 2003 we received $289,000 for 2002 and 2001 and a rebate of retail sales taxes paid in excess in 2001.



Sales and marketing

Sales and marketing expenses were $1,730,000 for the year ended December 31, 2004 compared to $2,488,000 for 2003.  The decrease in sales and marketing is largely due to the headcount cost cutting measures that we undertook in the second quarter of 2004.  Included in the December 31, 2003 sales and marketing expenses is $300,000 relating to stock-based compensation expenses.  For 2004, all stock-based compensation has been included in general and administrative expenses.



General and administrative

General and administrative expenses were $2,637,000 for the year ended December 31, 2004 compared to $2,094,000 for 2003.  Included in the December 31, 2004 general and administrative expenses is $761,000 ($525,000 for 2003) relating to stock-based compensation expenses.



Other expenses

During the third quarter of 2004, we settled a dispute with a former shareholder of DSS and received 50,000 Diversinet common shares (with a fair value of $21,000) and the elimination of the promissory note payable of $150,000, which was recorded as other in the statement of operations.



Depreciation and amortization

Depreciation and amortization expense was $936,000 for the year ended December 31, 2004 compared to $682,000 for 2003.  During the fourth quarter of 2004, we increased our depreciation charge by $145,000 (and reduced our capital assets cost base by $330,000 and our accumulated depreciation and amortization for our capital assets by $185,000) for our joint venture assets in recognition that we are in the process of winding up the joint venture.  These figures also include amortization of purchased technology and customer assets acquired on September 1, 2003 in the amount of $189,000 ($63,000 for 2003) for purchased technology assets and $331,000 ($110,000 for 2003) for customer assets.



We earned interest and other income of $16,000 for 2004 compared to $5,000 for 2003 through investing our excess cash.  Interest expenses were $0 for the year ended December 31, 2004 compared to $0 for 2003.



During the fourth quarter of 2004, we completed our goodwill impairment test and determined that goodwill of $525,000 as at December 31, 2004 ($0 for 2003) relating to DSS and $2,500,000 ($0 for 2003) relating to Caradas was impaired under the fair value based methodology as prescribed under GAAP.  During fiscal 2004, Caradas was unable to attract significant new customers in order to generate the expected cash flows.  DSS lost key management in the first quarter of 2004 and as a result DSS lost several customers over the course of the year.  Furthermore, as part of the purchase price calculation, and ultimately affecting the goodwill, the original value attributed to common shares provided in the Caradas acquisition was $3.45 per common share.  As the result of the above the fair value of our goodwill exceeded its carrying value which results in an impairment charge in the current period.



Other Income

Foreign exchange losses for the year ended December 31, 2004 were $28,000 compared to $324,000 for the year ended December 31, 2003.  The 2003 figures include unrealized foreign exchange losses of $477,000 (2004 - $0).  Until October 1, 2003, we had historically prepared our consolidated financial statements in Canadian dollars and used the Canadian dollar as our measurement currency.



Net Loss

We reported a net loss of $7,516,000 for the year ended December 31, 2004 and $4,959,000 for the year ended December 31, 2003.  This net loss for 2004 includes stock-based compensation expense relating to the issuance of options and warrants of $761,000 in 2004 and $825,000 in 2003 and a goodwill impairment charge of $3,025,000 in 2004 and $0 in 2003.  During the year, we started to report a fair value for stock-based compensation and is including this as an expense.  During 2004, we revalued our goodwill from the DSS and Caradas acquisitions, discussed in further detail below.



Fourteen month period ended December 31, 2003 compared to year ended October 31, 2002



During fiscal 2003, we purchased 100% of the common shares of two companies, DSS Software Technologies and Caradas, Inc.  The DSS acquisition occurred on January 2, 2003 resulting in the inclusion of twelve months activities in the consolidated financial results for December 31, 2003 and the Caradas acquisition occurred on September 1, 2003 resulting in the inclusion of four months activity in the consolidated financial results for December 31, 2003.  The common shares of DSS were purchased through the issuance of shares, common share purchase warrants, cash and a promissory note. The common shares of Caradas were purchased through the issuance of shares and common share purchase warrants.  As a result of a number of circumstances, including the current year financing activities, the acquisition of DSS and Caradas and the U.S. dollar becoming the measurement currency in which most of our business is transacted, effective October 1, 2003, we adopted the U.S. dollar as our measurement and reporting currency for preparation of its consolidated financial statements.



Revenue

For the 14 month period ending December 31, 2003, we reported revenue of $8,563,000 compared to revenue of $710,000 for the year ended October 31, 2002.  We generated 96% (2% in 2002) of our revenues from the United States, 3% (63% for 2002) from the Asia Pacific region, 0% (29% in 2002) from Canada and 1% (6% in 2002) from other areas during the 14 month period ended December 31, 2003.  The increase in revenue is the result of the acquisition of DSS and Caradas during the year, both companies are located in the United States, leading to the high percentage of U.S.-based revenue.  Furthermore, we changed our year end to December 31, leading to a 14 month reporting period.



During the 14 month period ending December 31, 2003, 50% (53% in 2002) of our revenue came from two customers.  These customers are not related to each other.



Cost of sales

Cost of sales were $6,622,000 (or gross margin of 23%) for the 14 month period ended December 31, 2003.  This represents the direct costs associated for completing the software solutions and consulting services revenue.  There were no cost of sales for fiscal 2002.



Research and development

Research and development expenses were $1,513,000 in the 14 month period ended December 31, 2003 compared to $1,479,000 in 2002.  The annualized decrease is due to further cost reduction measures carried out in the second quarter of 2003.  During 2003, we received a net amount of $289,000 relating to investment tax credits for R&D work done in 2002 and 2001 and a rebate of retail sales taxes paid in excess in 2001.



Sales and marketing

Sales and marketing expenses were $2,656,000 in the 14 month period ended December 31, 2003 compared to $1,104,000 in 2002.  The increase in sales and marketing is largely due to the two acquisitions that were done during the year and the increase is consistent with the increase in sales activity to generate the revenues during the period.  While the Asia Pacific market place continues to be a focal point for us, with the addition of DSS and Caradas, we have increased our U.S. presence and increased sales and marketing in the U.S. accordingly.  Included in the December 31, 2003 sales and marketing expenses is $300,000 relating to stock-based compensation expenses.



General and administrative

General and administrative expenses were $2,346,000 in the 14 month period ended December 31, 2003 compared to $1,755,000 in 2002.  Included in the December 31, 2003 general and administrative expenses is $525,000 relating to stock-based compensation expenses.



Depreciation and amortization

Depreciation and amortization expense was $740,000 in the 14 month period ended December 31, 2003.  These figures include amortization of purchased technology and customer assets acquired on September 1, 2003 in the amount of $63,000 and $110,000, respectively.  Depreciation and amortization expense in fiscal 2002 was $404,000.



We earned interest and other income of $26,000 during the 14 month period ended December 31, 2003 and $111,000 in fiscal 2002 through investing our excess cash.  Interest expenses were $21,000 during the 14 month period ended December 31, 2003 compared to $0 in 2002.  This interest relates to notes payable on capital assets acquired during the year.



Other Income

Foreign exchange losses for the 14 months ended December 31, 2003 were $309,000 compared to $145,000 for the year ended October 31, 2002.  Until October 1, 2003, we had historically prepared our consolidated financial statements in Canadian dollars and used the Canadian dollar as its measurement currency.



Net Loss

We reported a net loss of $5,618,000 for the period ended December 31, 2003 compared to a net loss of $4,065,000 in fiscal 2002.  This net loss includes stock-based compensation expense relating to the issuance of options and warrants of $825,000 and $0 for 2002.  During the year we started to report a fair value for stock-based compensation and including this as an expense.



Critical Accounting Policies

The nature of our business is not highly complex, as we operate in one primary business.  We develop, market and distribute wireless security infrastructure solutions and identity management solutions and professional services to the enterprise, financial services, government and gaming and wagering marketplace. As part of providing these solutions we perform professional services to install, support and integrate our solutions with other applications.  We operate globally in a functional organization.  We do not have any off-balance sheet financing, other than operating leases entered into in the normal course of business and we do not actively engage in derivative or hedging transactions.  With the acquisitions of DSS and Caradas in 2003, the majority of our revenues and expenses are now in U.S. dollars.  Therefore during 2003 we switched our functional currency from Canadian to U.S. dollars.  A significant portion of our cash balance is denoted in U.S. dollars.



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, the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Significant estimates are used in determining the allowance for doubtful accounts, the useful lives of intangible assets, including customer assets and purchased technology, and goodwill impairment.  In making such estimates and assumptions, management consults with employees knowledgeable in the area; gathers relevant information; where appropriate, seeks advice from qualified third parties; and, makes judgments, which in the opinion at that time, represent fair, balanced and appropriate conservative estimates and assumptions.



In 2004, our most complex accounting judgments were made in the areas of revenue recognition and goodwill impairment testing.  In 2003, our most complex accounting judgments were made in the areas of revenue recognition.  Revenue recognition is expected to continue to be an on-going element of our accounting processes and judgments.  Software revenue recognition is expected to continue to be an on-going element of our accounting processes and judgments.  Other important accounting policies are described in note 1 to our consolidated financial statements.



Revenue Recognition

We derive our revenue primarily from two sources: sales of products, including hardware and software licenses, and services and professional services.  Significant management judgments and estimates must be made and used in connection with the revenue recognized in any reporting period.  Material differences may affect the amount and timing of our revenue for any period if our management made different judgments.  We have relied upon Statement of Position 97-2, Software Revenue Recognition, EITF 00-21, Accounting of Revenue Arrangements with Multiple Deliverables in developing our revenue recognition policies and CICA 3400 Revenue.



We provide technical consulting services to tier one customers including financial, enterprise and technology companies such as Cisco Systems, Oracle, Sun Microsystems and Wells Fargo in the areas of systems integration, software development, and Enterprise Resource Planning ERP and Customer Relationship Management CRM implementation.  We provide technical consulting services to tier one customers including financial, enterprise and technology companies such as Cisco Systems, Oracle, Sun Microsystems and Wells Fargo in the areas of systems integration, software development, and Enterprise Resource Planning ERP and Customer Relationship Management CRM implementation.  Consulting revenues are recognized on a time and materials basis, or on a percentage of completion basis, depending on the contract, as employees and subcontractors provide services. Revenue from time and materials service contracts are recognized as the services are provided.  Revenue from long term contacts is recognized based on actual hours incurred as specific deliverables are achieved consistent with the Companys proportional performance under the contractual arrangement.  Losses on contracts are recognized during the period in which the loss first becomes probable and reasonably estimable.  Contract losses are determined to be the amount by which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract. Revenue recognized in excess of billings is recorded as unbilled services.  Billings in excess of revenue recognized are recorded as deferred revenue until the above revenue recognition criteria are met.  Reimbursements, including those relating to travel and other out-of-pocket expenses, and other similar third-party costs, are included in revenues.



Revenue from software license agreements is recognized upon execution of a license agreement and the shipment of the software, as long as all vendor obligations have been satisfied, the license fee is fixed and determinable and collection of the license fees is probable.  Revenue from the sale of additional software products is recognized as software is delivered.



For all sales, we use a binding contract, purchase order or another form of documented agreement as evidence of an arrangement with the customer.  Revenues from software license agreements are recognized upon receipt of an executed license agreement and shipment of the software, if there are no significant remaining vendor obligations, collection of the receivable is probable and payment is due in accordance with our normal payment terms.



We consider delivery to occur when we ship the product, so long as title and risk of loss have passed to the customer, as the customer has the right to use the product from that date.



At the time of a transaction, we assess whether the sale amount is fixed or determinable and whether collection is probable.  If we determine the fee is not fixed or determinable, we recognize revenue when payment becomes due.  We assess collectibility based on a number of factors, including the creditworthiness of the customer.  If we determine that collectibility is not probable, we do not record revenue until such time when collectibility becomes probable, which is generally upon the receipt of cash.



Revenue earned on software arrangements involving multiple elements (i.e., software products, upgrades/enhancements, post contract customer support, installation, training, et cetera) is allocated to each element based on vendor specific objective evidence of relative fair value of the elements. When arrangements contain multiple elements and vendor specific objective evidence (VSOE) of fair value exists for all undelivered elements, we recognize revenue for the delivered elements using the residual method.  Our determination of fair value of each of the undelivered elements in multi-element arrangements is based on VSOE of fair value. VSOE of fair value for each element is either the price charged when the same element is sold separately or the price established by management, having the relevant authority to do so, for an element not yet sold separately.  For arrangements containing multiple elements wherein VSOE of fair value does not exist for all undelivered elements, revenue for the delivered and undelivered elements is deferred until VSOE of fair value exists or all elements have been delivered.  The revenue allocated to post contract customer support is recognized ratably over the term of the support and revenue allocated to service elements (such as training and installation) is recognized as the services are performed.



Maintenance service revenue, whether sold separately or as part of a multiple element arrangement, is deferred and recognized ratably over the term of the maintenance contract, generally twelve months.  Revenue allocated to professional service elements is recognized as the services are performed.



Due to the complexity of some software license agreements, we routinely apply judgment to the application of software revenue recognition accounting principles to specific agreements and transactions.  Different judgments and/or different contract structures could have led to different accounting conclusions, which could have had a material effect on our reported quarterly earnings.



Capital Assets

We record our capital assets at their cost less accumulated depreciation.  On a periodic basis, management reviews the carrying values of these assets and compares it to their estimated net recoverable amount.  The determination of net recoverable amount necessitates various assumptions, many of which are forward looking and which are based on managements best estimate of future revenues, expenses and cash flows.  To the extent that actual financial performance adversely differs from the results projected by these assumptions, an impairment charge in the value of these assets would be necessary.



Goodwill and Other Intangible Assets

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the tangible and intangible assets acquired, less liabilities assumed, based on their fair values.  When we enter into a business combination, the purchase method of accounting is used.  Goodwill is assigned as of date of the business combination to reporting units that are expected to benefit from the business combination.  Goodwill is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.  The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit, including goodwill is compared with its fair value.  When the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary.  The second step is carried out when the carrying amount of reporting unit exceeds its fair value, in which case, the implied fair value of the reporting units goodwill, determined in the same manner as the value of goodwill is determined in a business combination, is compares with its carrying amount to measure the amount of the impairment loss, if any.



During the fourth quarter 2004, we completed its goodwill impairment test relating to goodwill, and determined that goodwill of $525,000 as at December 31, 2004 relating to DSS and $2,500,000 relating to Caradas was impaired.  These amounts have been recorded as a goodwill impairment charges in the current period.  During fiscal 2004 Caradas lost a significant customer and was unable to attract significant new customers in order to generate the expected cash flows.  DSS has also lost several customers and key management left DSS in the current period.  As the result of the above the fair value of the our goodwill exceeded its carrying value which resulted in an impairment charge in the current period.



Recent Accounting Developments

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities which requires companies to recognized costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.  SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.  We do not believe that adoption of SFAS No. 146 will have a material effect on its results of operations and financial position.



In December 2001, the Accounting Standards Board in Canada issued CICA Handbook Section 3870 Stock-Based Compensation and Other Stock-Based Payments.  This section establishes standards for the recognition, measurement, and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services provided by employees and non-employees.  It applies to transactions in which shares of common stock, stock options, or other equity instruments are granted or liabilities incurred based on the price of common stock or other equity instruments. We will adopt Section 3870 for its fiscal year beginning November 1, 2002.  The adoption of this standard will not have a material impact on our financial position or results of operations.



In January 2003, the FASB issued interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46).  Its consolidation provisions are applicable for all newly created entities created after January 31, 2003, and are applicable to existing variable interest entities as of the beginning of our fiscal year being January 1, 2004.  With respect to entities that do not quality to be assess for consolidation based on voting interests, FIN 46 generally requires a company that has variable interests that will absorb a majority of the variable interests expected losses if they occur, or both, to consolidate that variable interest entity.  For periods prior to FIN 46s effective date, certain disclosures will be required if it is reasonably possible that we will have a significant variable interest in or be the primary beneficiary of a variable interest entity when FIN 46 guidance if effective.  The adoption of this standard will have no material impact on our financial results or operations or cash flows.



5-B.

Liquidity and Capital Resources

Unaudited quarter ended December 31, 2004 compared to the unaudited quarter ended December 31, 2003



The net change in cash and cash equivalents and short term investments for the fourth quarter of 2004 was $1,762,000 compared to $(488,000) for the fourth quarter of 2003.  The increase is mainly due to the fourth quarter of 2004 operating activities which used cash in an amount of $861,000 which was offset by the financing completed during December 2004 year for gross proceeds of $2,650,000.



The fourth quarter 2003 net change in cash and cash equivalents and short term investments of $(488,000) was due to operating activities, which used cash in an amount of $757,000 offset by the increase in promissory notes and notes payable related to the acquisition of Caradas of $162,000 and the issuance of shares for services to investment bankers and warrant compensation expense for $161,000.



With the acquisition of Caradas in September 2003, we acquired an opening accounts receivable balance of $985,000.  This opening balances and collections thereafter, helped contribute to the $571,000 change in accounts receivable during the fourth quarter of 2003.



Year ended December 31, 2004 compared to year ended December 31, 2003



Cash and cash equivalents at December 31, 2004 were $734,000 compared with $723,000 at December 31, 2003. Short term investments, being marketable bonds with a term of less than 90 days that could be converted into cash, at December 31, 2004 were $2,000,000 compared to $1,244,000 at December 31, 2003.  The net change in cash and cash equivalents and short term investments for 2004 was $768,000 compared to $492,000 for 2003.  The fiscal 2004 increase is mainly due to operating activities which used cash in an amount of $3,700,000 (compared to 2003 when operating activities used cash in the amount of $815,000) which was offset by two financing completed during 2004, $2,000,000 gross proceeds in January 2004 and $2,650,000 gross proceeds in December 2004 (compared to $3,100,000 gross proceeds in June 2003).  Included in the 2004 operating activities was $225,000 paid to settle a legal fee dispute with Kaye Scholer, our former attorneys on the Silva Run Worldwide litigation.



The fiscal 2003 net change in cash and cash equivalents and short term investments of $492,000 was due to operating activities, which used cash in an amount of $815,000, the investment to acquire DSS and Caradas for net $541,000, the repayment of DSS bank indebtedness of $240,000 and the repayment of notes payable related to the acquisition of DSS of $873,000.  These cash usages were offset by financings of net $2,921,000 (being the June 2003 financing for gross proceeds of $3,100,000 net of fees).



With the acquisition of DSS in January 2003, we acquired an opening accounts receivable balance of $2,257,000 and with the acquisition of Caradas in September 2003, we acquired an opening accounts receivable balance of $985,000.  These opening balances and collections thereafter, helped contribute to the $2,421,000 change in accounts receivable during the 14 month period ended December 31, 2003.  The inclusion of these balance sheets have affected the calculation of non-cash operating working capital for fiscal 2003.



On January 20, 2004, we completed a private placement of 1,000,000 common shares and 1,100,000 common share purchase warrants for gross proceeds of $2,000,000.  All the warrants expire on January 15, 2007 with 500,000 vesting immediately and exercisable at $2.00 per share, 350,000 vesting on January 15, 2005 and exercisable at a price of $2.05 and the remaining 250,000 warrants vesting on July 15, 2004 and exercisable at a price of $2.05 per share.  The later two vestings will become immediate if any one of a number of significant changes occurs within us.  During December 2004, we repriced the 350,000 warrants vesting on January 15, 2005 to $0.60 as part of a revised agreement for 2005 services.



On December 20, 2004, we completed a private placement of 6,925,000 common shares and 300,000 common share purchase warrants for gross proceeds of $2,650,000.  Each warrant entitles the holder thereof to acquire one common share at a price of $0.40 per common share for a period of up to three years from December 20, 2004.



On June 23, 2003, we completed a private placement of 5,000,000 common shares at a price of $0.62 per common share for gross proceeds of $3,100,000.  The placement agent exercised its option to receive 500,000 common shares in lieu of its $310,000 fee from this private placement.  The placement agent also received 40,000 common shares in lieu of its $24,000 retainer fee to act as placement agent.  Further compensation was issued as a three-year broker cashless exercisable warrant terminating on June 20, 2006 to purchase up to 500,000 common shares at $0.62 per share.  The placement agent has exercised 440,000 in a cashless exercise to receive 304,037 common shares.



As of December 31, 2004, we had commitments under non-cancelable operating leases for our facilities and equipment through 2006 in amounts ranging from $528,000 in fiscal 2005 declining to $380,000 in fiscal 2006.



We are not subject to material market risk exposures, except for risks related to interest rate fluctuations and foreign currency exchange rates.  Our exposure to market rate risk for changes in interest rates relates primarily to our short term investments, created by our past financings.  We have not used derivative financial instruments in our short term investments.  We invest in high quality money market instruments and bonds with terms of less than 90 days.  We are averse to principal loss and ensure the safety and preservation of our invested funds by limiting default, market and reinvestment risk.  We do not make use of a bank line of credit and do not have any long-term debt.  The impact of inflation has not been material to our business over the past five years.



We believe that our cash and cash equivalents and short-term investments as at December 31, 2004 of $2,734,000 may be insufficient to meet our short-term working capital requirements for the next fiscal year.  We may need to raise additional amounts to meet our working capital requirements through private or public financings, strategic relationships or other arrangements.  However, additional funding may not be available on terms attractive to us, or at all.  If we enter into strategic relationships to raise additional funds, we may be required to relinquish rights to certain of our technologies.  Our failure to either raise capital when needed or to generate revenues would leave us with insufficient resources to continue our business.



The following table presents unaudited selected financial data for each of the last eight quarters ending December 31, 2004:



|                   | Revenue for the period | Loss for the period | Basic and diluted loss per share
|------------------ | ---------------------- | ------------------- | --------------------------------
|December 31, 2004  | $  1,380,000           | $  4,166,000        | $   0.31                        
|September 30, 2004 | 1,730,000              | 660,000             | 0.05                            
|June 30, 2004      | 1,748,000              | 1,347,000           | 0.11                            
|March 31, 2004     | 2,187,000              | 1,343,000           | 0.11                            
|December 31, 2003  | 2,332,000              | 2,264,000           | 0.21                            
|September 30, 2003 | 2,606,000              | 701,00              | 0.07                            
|June 30, 2003      | 1,778,000              | 1,042,000           | 0.28                            
|March 31, 2003     | 1,806,000              | 952,000             | 0.30                            



The December 31, 2004 quarterly loss is higher than previous quarters largely due to the inclusion of a goodwill impairment charge of $3,025,000 and the $145,000 depreciation and amortization charge relating to the joint venture, as discussed above.  While fourth quarter 2004 revenues were less than fourth quarter 2003, the loss for the period, net of the goodwill impairment charge and joint venture charge of $996,000 is consistent with other recent quarterly losses.



Fourteen month period ended December 31, 2003 compared to year ended October 31, 2002



Cash and cash equivalents at December 31, 2003 were $723,000 compared with $609,000 at October 31, 2002.  Short term investments, being marketable bonds with a term of less than 90 days that could be converted into cash, at December 31, 2003 were $1,244,000 compared to $1,844,000 at October 31, 2002.  The net change in cash and cash equivalents and short term investments for the fourteen month period of 2004 was $(486,000) compared to $(1,444,000) for fiscal 2002.  The decrease for the fourteen month period is mainly due to operating activities, which used cash in an amount of $1,677,000, the repayment of DSS bank indebtedness of $240,000 and the repayment of notes payable related to the acquisition of DSS of $873,000.  These cash usages were offset by the June 2003 financing for gross proceeds of $3,100,000.  With the acquisition of DSS in January 2003, we acquired an opening accounts receivable balance of $2,257,000 and with the acquisition of Caradas in September 2003, we acquired an opening accounts receivable balance of $985,000.  These opening balances and collections thereafter, helped contribute to the $2,425,000 change in accounts receivable during the fourteen month period ended December 31, 2003.



On June 23, 2003, we completed a private placement of 5,000,000 common shares at a price of $0.62 per common share for gross proceeds of $3,100,000.  The placement agent exercised its option to receive 500,000 common shares in lieu of its $310,000 fee from the Private Placement.  The placement agent also received 40,000 common shares in lieu of its $24,000 retainer fee to act as placement agent.  Further compensation was issued as a three-year broker cashless exercisable warrant terminating on June 20, 2006 to purchase up to 500,000 common shares of Diversinet at $0.62 per share.  The placement agent has exercised 440,000 in a cashless exercise to receive 304,037 common shares.



With the addition of DSS in January 2003 and Caradas in September 2003, we incorporated the fair value of their balance sheets into ours on the acquisition dates.  The inclusion of these balance sheets have affected the calculation of non-cash operating working capital for the fourteen month period ended December 31, 2003.



The net change in cash and cash equivalents and short term investments for the twelve month period ending October 31, 2002 of $(1,444,000) is mainly due to operating activities which used cash in an amount of $4,532,000 which was offset by the April 2002 financing for gross proceeds of $3,100,000.  In April 2002, we completed a private placement for net proceeds of $3,108,000.  We completed the issue and sale of 518,671 units at $6.00 per unit for gross proceeds of $3,112,022.



As of December 31, 2003, we had commitments under non-cancelable operating leases for our facilities and equipment through 2006 in amounts ranging from $620,000 in fiscal 2004 declining to $308,000 in fiscal 2006.



5-C.

Research and Development, Patents and Licenses, et cetera

We plan to continue to invest in research and development for our mobile device security products based on the technology we purchased in 1996, and we anticipate spending approximately $1,280,000 in the year ending December 31, 2005 in connection with these efforts.  We expect to allocate funds almost entirely to salary payments to staff for the continued research and development of our security product suite.  We cannot reasonably estimate when the benefits, if any, of the continued development costs will be realized.  We also cannot reasonably estimate whether any of the continuing development costs will result in revenue for us, or whether additional sources of funding will be available if continued development of the technology is unsuccessful.



5-D.

Trend Information

At this time, we cannot identify any known trends that are reasonably likely to have a material effect on our business due to a number of factors.  We currently have several customers that are using our products for pilot projects.  The sales cycle can take a significant amount of time.  In addition to customer constraints, such as budgetary restrictions, the integration process required to make our products function properly within a customers specific application may be complex.  Mobile data commerce applications are also in their infancy, and the need for security applications is dependent on the adoption of these applications by consumers.



Our revenue model consists of (i) license fees from the licensing of our Passport Trust Platform product suite which are one-time fees typically recorded upon execution of the license agreement, (ii) consulting revenues, as employees and subcontractors provide services to our customers, which are recognized on a time and materials basis, or on a percentage of completion basis, depending on the contract, as employees and subcontractors provide services (iii) recurring royalties from the provision of certificates and permits, and (iv) annual support fees.  As our business evolves, we expect that most of our revenue will be generated through recurring royalties.  This revenue stream is dependent on the adoption of transaction-based applications over wireless networks and therefore cannot be accurately projected at this time.



We are not aware of any other trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources.



5-E.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



5-F.

Tabular Disclosure of Contractual Obligations

We are committed under operating leases for a total amount of approximately $908,000. The minimum payments due in each of the following years are as follows:



|Contractual obligations     | Total    | Less than 1 year | 1-3 years | 3-5 years | More than 5 years
|--------------------------- | -------- | ---------------- | --------- | --------- | -----------------
|Operating lease obligations | 907,608  | 527,969          | 379,639   | -         | -                
|Total                       | $907,608 | $527,969         | $379,639  | $-        | $-               



ITEM 6.   DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6-A.

Directors and Senior Management

Set forth below is information concerning our executive officers and directors as of March 11, 2005:

|Name                  | Position          | Age
|--------------------- | ----------------- | ---
|Nagy Moustafa         | CEO and Director  | 41 
|Mark C. Steinman      | Chairman          | 57 
|Stanley M. D. Beck    | Director          | 70 
|Keith Powell          | Director          | 59 
|Brian Barry           | Director          | 47 
|James B. Wigdale, Jr. | Director          | 44 
|David Hackett         | CFO and Secretary | 40 
|Kashif Hassan         | President         | 37 



The following sets forth certain information about each of our directors and executive officers:

Brian Barry has served as a Director since March 2005.  Mr. Barry currently is an independent consultant and in January 2005 Mr. Barry participated in the sale of Cilys to Openwave.  From May 2002 to May 2004 Mr. Barry was Chief Executive Officer of Hyperchip and from January 1998 to March 2002 he was Chief Executive Officer of Ericsson Canada where he revitalized the Canadian operations, increasing revenues from $300 million to $700 million.

Stanley M. D. Beck, 70, has served as a Director since July 2002.  Mr. Beck was formerly Chairman of the Ontario Securities Commission and Dean of Osgoode Hall Law School.  Mr. Beck is currently Chairman of 407 International Inc. and President of Granville Arbitrations Limited, and holds seats on a number of boards.

David Hackett,40, has served as Chief Financial Officer and Corporate Secretary since March 2002.  Previously, Mr. Hackett was CFO of a technology and service provider to electronic marketplaces, where he oversaw start-up operations, public financing and acquisitions.  Mr. Hackett has also held senior financial management positions at EveryWare Development, Alliance Atlantis Communications and Entertainment Information Services Ltd.

Nagy Moustafa, 41, has served as Diversinets Chief Executive Officer since November 1997 and President from November 1997 to December 2003.  Mr. Moustafa has more than 16 years of professional experience working in technology and engineering.

Keith Powell, 59, has served as a Director since July 2002. Mr. Powell is currently the principal of Keith Powell Consulting Inc., an information technology consulting firm and a Partner in XPV Capital Corp., a venture capital company investing in early stage communications companies. Mr. Powell also sits on several other boards. From 1980 to 2000, Mr. Powell held a number of positions with Nortel Networks, including Senior Vice-President, Information Services & Chief Information Officer from 1996 to 2000. In 1999 Mr. Powell was inducted into the Canadian Information Productivity Awards Hall of Fame.

Mark C. Steinman, 57, has served as a Director since June 1998 and Chairman since July 2002.  Mr. Steinman has 30 years of corporate finance experience, until December 2003 as Executive Vice President and Chief Financial Officer of Stelco Inc. and prior to 1999 as Chief Financial Officer of Spar Aerospace and Chief Financial Officer of Rogers Cablesystems.  Mr. Steinman is currently an independent consultant.

Kashif Hassan, 37, joined Diversinet as President effective January 3, 2005.  From June 2003 to August 2004, he was Chairman of Mobile Diagnostix, until the company was acquired in 2004.  Prior to that from 1999 to October 2003, Mr. Hassan was the President and CEO of Wysdom Inc., where he led the company in building and deploying a highly-packaged, open standards Service Delivery Platform that empowers mobile operators to offer high-value data services to their consumer and enterprise customers.  Prior to founding Wysdom, Mr. Hassan co-founded and served as President of Wyrex Communications Inc., a global mobile systems integration firm.

James (Jay) B. Wigdale Jr., 44, has served as a Director since January 2005.  Mr. Wigdale founded Lakefront Partners, LLC, a money-management firm, in 1988 and is the firms Chief Investment Officer.  Prior to founding Lakefront, he was senior VP of Institutional Sales and Regional Manager for Robert W. Baird & Co.

6-B.

Compensation

The following table and notes show the executive compensation paid or accrued by us during the year ended December 31, 2004 to our officers earning in excess of$100,000 per year:



|                                          | Annual Compensation | Long Term
Compensation
|----------------------------------------- | ------------------- | ----------------------
|Name and Principal Position               | Salary
($)          | Bonus(5)
($)          
|Nagy Moustafa
Chief Executive Officer     | 220,000(1)          | 63,667                
|David Hackett
Chief Financial Officer     | 165,000(2)          | 27,750                
|Charles Walton
EVP, Corporate Development | US$150,000(3)       | US47,666              
|Hussam Mahgoub
EVP, Products              | 132,000(4)          | 5,200                 



(1)

Mr. Moustafa is currently being compensated at the rate of Cdn $220,000 per annum.  See Employment Agreements.

(2)

Mr. Hackett is currently being compensated at the rate of Cdn $180,000 per annum.  See Employment Agreements.

(3)

Mr. Walton is currently being compensated at the rate of US $150,000 per annum.  See Employment Agreements.

(4)

Mr. Mahgoub is currently being compensated at the rate of Cdn $145,000 per annum.  See Employment Agreements.

(5)

Bonus allocations, if any, are determined annually at the discretion of the board of directors on the recommendation of the Compensation Committee, bonuses are paid and recorded as compensation in the fiscal year following the year in which they are earned as the determination is made by the Board in the following year.

There were no long-term incentive awards other than stock options made to the executive officers listed above during the fiscal year ended December 31, 2004.  There are no pension plan benefits in place for our executive officers and none of our senior officers or directors is indebted to us.

Employment Agreements

We entered into an employment agreement with Nagy Moustafa, effective September 15, 2004, replacing an employment contract effective September 29, 1997 as amended on October 1, 2002.  The contract provides an annual base salary of Cdn$220,000 and an annual performance bonus of up to Cdn$250,000.  The contract provides for payment of 24 months salary and bonus upon termination of employment, and payment of 36 months salary and bonus upon termination as a result of a change-in-control or a change in responsibilities following a change-in-control.  The agreement also contains certain non-competition and non-disclosure provisions.



We entered into an employment agreement with Kashif Hassan, effective January 3, 2005, which provides for an annual base salary of Cdn $200,000 and a performance bonus of Cdn $100,000, payable upon the achievement of corporate objectives.  The contract provides for payment of six months salary and bonus upon termination before June 30, 2005 and twelve months written notice after June 30, 2005.  The employment agreement also contains certain non-disclosure provisions and is renewable annually, subject to certain termination provisions.



We entered into an employment agreement and consulting agreement with David Hackett, effective January 1, 2005, replacing an employment agreement effective March 26, 2002, as amended, which provides for an annual base salary of Cdn $180,000 and a performance bonus of Cdn $100,000, payable upon the achievement of corporate objectives.  The contract provides for payment of six months salary and bonus upon termination of employment, and payment of 24 months salary and bonus upon termination as a result of a change-in-control or a change in responsibilities following a change-in-control.  The employment agreement also contains certain non-disclosure provisions and is renewable annually, subject to certain termination provisions.



We entered into an employment agreement with Charles Walton, effective January 1, 2005 replacing an employment agreement dated September 1, 2003, which provides for an annual compensation of $150,000 and a performance bonus of $100,000, payable upon the achievement of corporate and personal objectives, and for severance compensation upon the occurrence of certain events.  The contract provides for payment of three months salary and benefits upon termination of employment.  The employment agreement also contains certain non-disclosure provisions and is renewable annually, subject to certain termination provisions.



We entered into an employment agreement with Hussam Mahgoub, effective January 1, 2004 replacing an employment agreement dated April 1, 1999, as amended, which provides for an annual salary of Cdn $145,000 for and a Cdn$70,000 performance bonus, payable upon the achievement of corporate objectives, and for severance compensation upon the occurrence of certain events.  The contract provides for payment of six months salary and benefits upon termination of employment.  The employment agreement also contains certain non-disclosure provisions and is renewable annually, subject to certain termination provisions.



Compensation of Directors

Our directors received no compensation during fiscal 2004 for attending meetings of the board of directors or a committee of the board of directors.



It has been the Corporations practice to grant to a director 50,000 options to acquire common shares of the Corporation upon his or her election as a director.  In addition we may grant directors additional options from time to time.  During fiscal 2004 Messrs Beck, Powell, Steinman, and Shiu each received 30,000 options at $0.40.  During fiscal 2003 Stanley Beck received 15,000 options at Cdn $0.84 and 25,000 options at Cdn $3.38; Derek Buntain, who resigned in 2004, received 25,000 options at $0.62 and 25,000 options at $2.45; Keith Powell received 15,000 options at Cdn $0.84 and 25,000 options at Cdn $3.38; Charles Shiu received 15,000 options at $0.62 and 25,000 options at $2.45; and Mark Steinman received 15,000 options at Cdn$0.84 and 40,000 options at Cdn $3.38.  Such options are exercisable to acquire common shares at the market price on the day preceding the grant pursuant to the terms of our Amended and Restated Stock Option Plan.  During February 2005, our Compensation Committee proposed and the full Board of Directors approved a change to director compensation.  For 2005 onward, each non-management directors shall receive Cdn$10,000 (2,500 quarterly in arrears) and 30,000 options.



Option to Purchase Our Securities

Our Amended and Restated Stock Option Plan was established on October 15, 1993 and was amended on February 4, 1997, April 16, 1999, May 15, 2000, January 22, 2003, August 15, 2003 and February 22, 2005.  Under our share option plan, options for up to a specified maximum limit of 2,900,000 common shares may be granted from time to time by the board of directors to our directors, officers, employees and consultants of us and any of our subsidiaries.  Options granted under our share option plan have an exercise price equal to the closing price of the common shares on the day immediately proceeding the day of the grant and generally will be exercisable over a two-year period and will expire after five years.

The share option plan provides that:

(i)

The maximum number of common shares which may be reserved for issuance to any participant pursuant to share options may not exceed 5% of the common shares outstanding at the time of grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to such person under any other option to purchase common shares from treasury granted as a compensation or incentive mechanism;

(ii)

The maximum number of common shares that may be issued to any one insider and his associates within a one year period may not exceed 5% of the outstanding issue;

(iii)

The maximum number of common shares that may be reserved for issuance to Diversinet insiders is limited to 10% of the common shares of the outstanding issue at the time of the grant (on a non-diluted basis) less the aggregate number of common shares reserved for issuance to insiders under any other share compensation arrangement; and

(iv)

The maximum number of common shares that may be issued to our insiders within a one-year period may not exceed 10% of the outstanding issue.

As at March 28, 2005, there were a total of 2,684,736 options to purchase common shares outstanding under our share option plan at exercise prices ranging from $0.37 to $96.56 with expiration dates ranging from April 17, 2005 to December 31, 2009.  The directors and officers as a group hold options to purchase 1,495,000 of our common shares.  The following table provides details on the share options granted to our directors, officers, employees and consultants under the terms of our share option plan as at March 28, 2005.

|Share Options Outstanding
|-------------------------
|Optionee                 
|Directors and Officers   
|Employees and Consultants



6-C.

Board Practices

Our Board presently consists of six directors who are elected annually.  Each director elected will hold office until the close of business of our first annual meeting of shareholders following his election unless his office is earlier vacated in accordance with our by-laws.  During fiscal 2004 we had two director resignations, Derek Buntain and Albert Wahbe.  During the year to date in 2005 we had two director resignations, Charles Shiu and Charles Walton.  James B. Wigdale was appointed on January 3, 2005 to replace one of the directors.  Brian Barry was appointed on March 11, 2005 to replace one of the directors.  The Board has established three committees: the Audit Committee, the Compensation Committee and the Governance Committee.  Committee members are appointed annually following our annual meeting of shareholders.

Audit Committee

The Audit Committee is comprised of three non-management directors.  The Audit Committee has adopted a formal charter that details its mandate.



The Audit Committee has also established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of complaints or concerns regarding questionable accounting or auditing matters.  Any employee of ours or our affiliates may submit a good faith complaint regarding accounting or auditing matters to our management without fear of dismissal or retaliation of any kind.



The Audit Committee assists the Board in its oversight functions as they relate to the accounting, financial reporting, auditing, risk management and internal controls.  The Audit Committee has the following duties and responsibilities: (a) reviewing our audited financial statements and our unaudited interim financial statements and recommending whether such statements should be approved by the Board; (b) reviewing managements discussion and analysis of financial condition and results of operations and related press releases and recommending whether such documents should be approved by the Board; (c) recommending to the Board the firm of independent auditors to be nominated for appointment by shareholders at each annual general meeting and, where necessary, the removal of the independent auditors; (d) reviewing the scope and adequacy of audits to be conducted by the independent auditors; (e) adopting and annually reassessing formal terms of reference for the independent auditors; (f) monitoring and evaluating the independence and performance of the independent auditors; (g) pre-approving all non-audit services to be provided to us by our independent auditors prior to the commencement of such services; (h) reviewing all post-audit management letters containing the recommendations of the independent auditors and response or follow-up thereto from management; (i) reviewing and monitoring the integrity, adequacy and timeliness of the financial reporting and disclosure practices; (j) monitoring our compliance with legal and regulatory requirements related to financial reporting and disclosure; (k) monitoring and evaluating the adequacy of the internal accounting and audit procedures; (l) reviewing and ensuring the acceptability of our accounting principles; (m) identifying the principal financial risks; (n) overseeing reporting on internal controls of management and ensuring that management has designed and implemented an effective system of internal controls; (o) reviewing, and if deemed advisable, approving all related party transactions as defined in the governing legislation; (p) annually reviewing and reassessing the adequacy of the duties and responsibilities of the Audit Committee; and (q) any other matters that the Audit Committee feels are important to its mandate or that the Board chooses to delegate to it.



It is the responsibility of the Audit Committee to maintain an open avenue of communication between itself, our independent outside auditor and our management.  In performing its role, the Audit Committee is empowered to investigate any matter brought to its intention, with full access to all our books, records, accounts, facilities and personnel.  The Audit Committee is also empowered to instruct and retain outside counsel or other experts as necessary.



The members of the Audit Committee are Mark Steinman (Chair), Keith Powell and James Wigdale, all of whom are non-management directors.  To carry out its responsibilities, the Audit Committee held four meetings during the year ended December 31, 2004 and held four meetings during the fourteen-month period of November 1, 2002 to December 31, 2003.



Compensation Committee

Overview and Philosophy

The Compensation Committee is comprised of two directors.  It is the responsibility of the Compensation Committee to determine the level of compensation and to develop recommendations for stock option grants for approval by the Board of Directors in respect of our senior executives with a view to providing such executives with a competitive compensation package having regard to performance.  Performance is defined to include achievement of our strategic objective of growth, development of the business, enhancement of shareholder value and attainment of annual goals as set by the Board of Directors.  The members of the Compensation Committee are Keith Powell (Chair) and Stanley Beck.



Published industry salary data is reviewed and relied upon in the Compensation Committees assessment of appropriate compensation levels, specifically the analysis of proxies of certain public software companies and appropriate and relevant compensation surveys.



The Compensation Committee recognizes that the industry sector in which we operate is both highly competitive and undergoing significant globalization with the result that there is substantial demand for qualified, experienced executive personnel.  The Compensation Committee considers it crucial that we are assured of retaining and rewarding its top caliber executives who are essential to the attainment of our ambitious long-term, strategic goals.



For these reasons, the Compensation Committee believes our executive compensation arrangements must remain competitive with those offered by other companies of similar size, scope, performance levels and complexity of operations, including some, but not all, of the companies comprising the Nasdaq Stock Market, the Over the Counter Bulletin Board and the Toronto Venture Exchange.



Annual Cash Compensation (Base Salary Plus Performance Incentives)

The Compensation Committee believes that annual cash compensation should be paid commensurate with attained performance.  The executive cash compensation consists of base compensation and performance incentives.  Base salaries for executive officers are established by considering a number of factors, including our operating results; the executives individual performance and measurable contribution to our success; and pay levels of similar positions with comparable companies in the industry.  The Compensation Committee believes that our executive compensation must remain competitive for us to retain talented executives.  Base salaries are typically reviewed annually.



The purpose of annual performance incentive compensation is to provide cash compensation that is at-risk on an annual basis and is contingent on the achievement of annual business and operating objectives.  Annual incentives measure business performance and individual performance, and are designed to provide a pay-out scale with high upside opportunity for high performance and zero pay out for low performance. The Compensation Committee sets targets for executive bonuses each year and the pay out of those bonuses, if any, is determined based on our operating results, the executives measurable contribution to our success, and bonus levels of similar positions with comparable companies in the industry.



For the year ending December 31, 2004, the Compensation Committee recommended and approved a total of $36,000 for the executive team out of a potential total bonus pool of $506,000 or 7% of the potential total bonus pool.  The low percentage pay out of executive bonuses reflects the view of both management and the Compensation Committee that executive bonuses should be based on the factors described above.  There are currently no guaranteed executive bonuses for 2005 or beyond.



Stock Options

The Committee recommends executive stock options under the Diversinet Corp. Amended and Restated Stock Option Plan to foster executive officer ownership of our common stock, to stimulate a long-term orientation in decisions and to provide direct linkage with stockholder interests.  The Compensation Committee considers the total compensation package, industry practices and trends, the executives accountability level, and assumed potential stock value in the future when granting stock options.  The Compensation Committee recommends option amounts to provide retention considering projected earnings to be derived from option gains based upon relatively conservative assumptions relating to planned growth and earnings.  Therefore, the stock option program is intended to serve as an effective and competitive long-term incentive and retention tool for our executives, as well as other key employees.  The exercise prices of stock options granted to executive officers are equal to the fair market value of our common stock on the date of grant.  Therefore, stock options provide an incentive to maximize our profitable growth that ordinarily, over time, should be reflected in the price of our common stock.



For example, during the year ending December 31, 2004, at the recommendation of the Compensation Committee, the Compensation Committee awarded options to purchase 271,000 shares of our common stock to one of our key employees.  The exercise prices of these stock options are equal to the fair market value of our common stock on the date of grant.



Benefits

We provide benefits to the named executive officers that are generally available to all our employees.



Chief Executive Officer Compensation

The Chief Executive Officers compensation is paid in accordance with the terms of his employment contract which provides for payment of an annual base salary of Cdn$220,000 and an annual performance bonus of up to Cdn$250,000.  In addition, Mr. Moustafa participates in the Amended and Restated Stock Option Plan.



The Compensation Committee did not directly base Mr. Moustafas bonus and option grants on rates for comparable employers, although the Compensation Committee did consider the compensation of CEOs of other issuers in the same industry in determining Mr. Moustafas overall compensation.  In addition, Mr. Moustafa is entitled to participate in our bonus plan and stock option awards as part of his compensation.  In the financial year ended December 31, 2004, Mr. Moustafa was granted fully vested options to purchase a total of 271,000 Common Shares at an exercise price of $0.37.  The stock option awards to Mr. Moustafa are consistent with our compensation philosophy, which is to tie a portion of the Chief Executive Officers compensation to corporate performance and the achievement of growth in shareholder value.



Governance Committee

The Governance Committee is comprised of one non-management director.  The Governance Committee assists the Board of Directors in fulfilling its oversight responsibilities related to seeking candidates for membership on the Board of Directors, assessing the corporate governance policies and processes of the Board of Directors and reviewing from time to time the policies of the Board of Directors related to director qualifications, compensation, tenure and retirement.  The member of the Governance Committee is Stanley Beck (Chair).



6-D.

Employees

As of the March 11, 2005, we have three senior officers, 43 employees and 31 contractors.  All of our senior officers are located in Toronto.  Of our 43 employees, 13 are in research and development (of which eight hold advanced degrees in science or business), 23 are in sales and marketing and seven are in finance and administration.



We currently have 21 employees in the United States, 21 in Canada and one in Hong Kong.  Our employees are not unionized.  We believe that our relations with our employees are good.  We enter into employment contracts with most of our officers, managers and employees, which contain a non-compete clause both for the period of their employment with us and for one year thereafter.



6-E.

Share Ownership

Information as to the share ownership of our directors and executive officers is found under Item 6 - Directors, Senior Management and Employees under Compensation - Diversinet Corp. Amended and Restated Stock Option Plan and under Item 7 - Major Shareholders.



ITEM 7

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7-A.

Major Shareholders

Diversinet is a publicly owned Canadian corporation.  Another corporation or any government does not control us directly or indirectly.

As of March 28, 2005, we had 19,182,941 common shares outstanding.

The following table shows the ownership of our common shares as of March 28, 2005 of:

•

each person known to us to be the beneficial owner of more than 5% of our outstanding common shares;

•

each of our directors and officers; and

•

all of our directors and officers as a group.

The second column indicates the number of common shares actually owned, and the third column indicates the number of common shares that each person has the right to acquire within sixty days from the date hereof upon the exercise of outstanding options, warrants or convertible securities.  The fourth column reflects a description of the shares underlying those options, warrants and convertible securities and the vesting and exercise prices thereof.  The fifth column reflects the sum of the second and third columns, expressed as a percentage of the issued and outstanding common shares of Diversinet.

Unless otherwise indicated, the business address for each of these individuals is c/o Diversinet Corp., 2225 Sheppard Avenue East, Suite 1801, Toronto, ON Canada  M2J 5C2.

|Name                                                  | Number of Shares Owned | Number of Options or Warrants Owned | Options Represent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Percentage of Outstanding Shares
|----------------------------------------------------- | ---------------------- | ----------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------
|Nagy Moustafa                                         | 440,300                | 379,333 options
7,875 warrants      | The vested and immediately exercisable portion of options to purchase 471,000 common shares at purchase prices ranging from US$0.37 to Cdn $3.38 per share.  The balance of these options vest at the rate of 8.3% per quarter, beginning June 5, 2003 as to 41,667 options, beginning August 15, 2003 as to 50,000 options.                                                                                                                                                                                        | 3.8%                            
|David Hackett                                         | 35,591                 | 171,250                             | The vested and immediately exercisable portion of options to purchase an aggregate of 275,000 common shares at purchase prices ranging between US$0.40 and Cdn $5.50 per share.  The balance of these options vest at the rate of 8.3% per quarter beginning February 28, 2003 as to 1,667 options, beginning June 5, 2003 as to 2,083 options and beginning August 15, 2003 as to the remaining 12,500 options, and at the rate of 12.5%, beginning January 3, 2005 as to 87,500 options.                          | *                               
|Kashif Hassan                                         | 150,000                | 75,000 options
100,000 warrants     | The vested and immediately exercisable portion of options to purchase an aggregate of 250,000 common shares at a purchase price of $0.40 per share.  The balance of these options vest at the rate of 12.5% per quarter beginning January 3, 2005 as to 200,000 options.
The vested and immediately exercisable portion of warrants to purchase an aggregate of 100,000 common shares at a purchase price of $0.50.                                                                                                 | 1.6%                            
|Brian Barry                                           | -0-                    | 3,750                               | The vested and immediately exercisable portion of options to purchase an aggregate of 30,000 common shares at a purchase price of US$0.79 per share.  The balance of these options vest at the rate of 12.5% per quarter beginning March 11, 2005 as to 30,000 options.                                                                                                                                                                                                                                             | *                               
|Stanley Beck                                          | -0-                    | 35,417                              | The vested and immediately exercisable portion of options to purchase 110,000 common shares at purchase prices ranging from $0.40 to Cdn$3.38 per share.  The remaining options vest at the rate of 8.3% per quarter beginning July 8, 2002 as to 833, beginning June 5, 2003 as to 6,250 options, beginning August 15, 2003 as to  12,500 options, beginning November 18, 2004  as to 27,500 and beginning January 31, 2005 as to the remaining 27,500 options.                                                    | *                               
|Mark Steinman                                         | 125,000                | 49,833                              | The vested and immediately exercisable portion of an option to purchase 134,000 common shares at a purchase prices ranging between of $0.40 and $15.30 per share. The balance of these options vest at the rate of 8.3% per quarter, beginning  July 8, 2002 as to 833 options, beginning June 5, 2003 as to 8,334 options, beginning August 15, 2003 as to 20,000 options, beginning November 18, 2004 as to the 27,500 options and the beginning of January 31, 2005 as to the remaining 27,500 options.          | *                               
|Keith Powell                                          | 103,455                | 40,417                              | The vested and immediately exercisable portion of an option to purchase 115,000 common shares at a purchase prices ranging between of $0.40 and $13.10 per share. The balance of these options vest at the rate of 8.3% per quarter, beginning July 8, 2002 as to the remaining 833 options, beginning June 5, 2003 as to 6,250 options and beginning August 15, 2003 as to 12,500 options, beginning November 18, 2004 as to 27,500 options and the beginning of January 31, 2005 the remaining of 27,500 options. | *                               
|Lakefront Partners, LLC and James B. Wigdale, Jr. (1) | 2,817,795              | 2,500
options
1,418,750
warrants    | The vested ad immediately exercisable portion of an option to purchase 30,000 common shares at a purchase price of $0.63. The balance of these options vest at the rate of 8.3% per quarter beginning January 31, 2005 as of 27,500 options.
The vested and immediately exercisable portion of warrants to purchase an aggregate of 750,000 common shares at a purchase price ranging between $2.00 and $2.05; 350,000 at $0.60 and 18,750 at $7.20.                                                                | 19.6%                           
|All Officers and Directors as a group (8 persons)     | 3,672,141              | 2,284,125                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 27.7%                           
|*  Less than 1%                                       |                        |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                 

(1)

Mr. Wigdale is the control person of Lakefront Capital Management, LLC, the manager of Lakefront Partners, LLC.  Both Lakefront Partners, LLC and Mr. Wigdale have offices located at 205 E. Wisconsin Avenue, Suite 220, Milwaukee, WI 53202.  Lakefront Partners, LLC and Mr. Wigdale may be deemed to be acting jointly or in concert in respect to their security holdings of Diversinet.

(2)

Mr. Hassan has voting or investment control over Mobyle Inc., a company that owns 150,000 shares.  Mr. Hassan has voting or investment control over 1529531 Ontario Inc., a company that owns 100,000 share purchase warrants.



7-B.

Related Party Transactions

A member of our advisory board, and subsequent to year end, a member of our Board of Directors, received consideration relating to services performed during the year of 1,100,000 share purchase warrants (750,000 exercisable at $2.05 and 350,000 exercisable at $0.60 per common share) valued at $1,593,710 as well as 300,000 common shares and 300,000 share purchase warrants (exercisable at $0.40 per common share) valued at $97,140 relating to private placements.

As at December 31, 2004, December 31, 2003 and October 31, 2003, we had a promissory note payable in the amount $0, $600,000 and $600,000, respectively, due to an officer of the company.  This note was payable in installments of $300,000 on January 2, 2004 and $300,000 on January 2, 2005 and bears no interest.

In February 2004, we amended the DSS Software Technologies share purchase agreement.  The promissory note in the amount of $600,000 payable in installments of $300,000 on January 2, 2004 and $300,000 on January 2, 2005 has been replaced by the issuance of 200,000 Diversinet common shares and cash payments of $50,000 in February 2004, $50,000 on April 2004 and $100,000 on January 2005.  The existing 120,000 warrants exercisable at $3.75 have been replaced by issuance of 120,000 warrants exercisable at $2.05, exercisable after January 1, 2005 expiring on December 31, 2006.  During August 2004, we settled a dispute with a former shareholder of DSS and received 50,000 Diversinet common shares (with a fair value of $21,000) and the elimination of the promissory note payable of $150,000 ($50,000 on April 2004 and $100,000 on January 2005) which was recorded as other in the statement of operations.  Additional future cash considerations of $800,000 based on achievement of certain financial targets were also eliminated.

7-C.

Interests of Experts and Counsel

Not Applicable.

ITEM 8

FINANCIAL INFORMATION

8-A.

Consolidated Statements and Other Financial Information

The financial statements are included in this Registration Statement, Form 20-F under Item 17.

Legal proceedings

There are currently two material claims pending against us.  If we lose any of these suits or enter into settlements requiring us to pay cash or to issue any of our common shares, our liquidity and financial position will be adversely affected and our shareholders ownership may be diluted.

(a)

Instant Publisher (Israel) Litigation Matter

In May 2000, we were sued in the Ontario Superior Court of Justice, along with our wholly-owned Barbados subsidiary, The Instant Publisher Ltd., by Instant Publisher (Israel) Limited, a company not related to us. Instant Publisher (Israel) Limited is seeking damages of $1,533,950 for breach of an October 25, 1995 dealer agreement with our previous printing business regarding the distribution of printing equipment, and damages of $25,000,000 for loss of reputation and loss of opportunity, pre-judgment and post-judgment interest, and costs.  Based on our preliminary evaluation of the merits of this claim, we filed a notice of intention to defend against the claim.  If we are required to pay damages, this could have a material adverse effect on our liquidity and our ability to fund our business.

(b)

Subsidiary Litigation Matter

One of our wholly owned subsidiaries is being sued in Bankruptcy Court in California by a company alleging the subsidiary received preferential payments.  The plaintiff is seeking to receive $328,000.

In addition to the above, in the ordinary course of business, we and our subsidiaries have legal proceedings brought against us.

8-B.  Significant Changes

During February 2005, one of our subsidiaries (DSS) entered into an Asset Purchase Agreement to sell the majority of its assets and liabilities to a third party.  We also entered into a Guarantee Agreement whereby we will provide certain indemnification provisions to the purchaser.  The effect of this will be that we will discontinue providing services to DSS customers.  During 2004, the revenues associated with DSS were $4.4 million.  With the exception of the Asset Purchase Agreement for DSS and our Guarantee Agreement, no significant change has occurred since the date of the audited financial statements included in this Annual Report on Form 20-F.



There have been no other significant changes or events between December 31, 2004 and March 28, 2005.

ITEM 9

THE OFFER AND LISTING

9-A.  Offer and Listing Details

Diversinet Corp.s common shares traded on the Canadian Dealing Network until it ceased to operate in August of 2000.  The following table lists the high, low, closing prices and the aggregate yearly trading volumes on the Canadian Dealing Network for shares of our common shares for the last five fiscal years ended October 31:

|Canadian Dealing Network Shares Trading Activity
|------------------------------------------------
|Year ended October 31,                          
|2004                                            
|2003                                            
|2002                                            
|2001                                            
|2000                                            

The following table lists the high, low and closing prices on the OTC Bulletin Board (from April 30, 2003) and NASDAQ (prior to April 30, 2003) of our common shares for the last five fiscal years ended December 31:

|OTC Bulletin Board and NASDAQ Trading Activity
|----------------------------------------------
|Year ended December 31,                       
|2004                                          
|2003                                          
|2002                                          
|2001                                          
|2000                                          

Diversinet Corp. has not been traded on The Canadian Dealing Network since it ceased to operate in August of 2000 so there has been no activity of our common shares for the last eight fiscal quarters. The following table lists the high, low and closing prices on the OTC Bulletin Board and NASDAQ of our common shares for the last eight fiscal quarters:

|NASDAQ Trading Activity
|-----------------------
|Quarter Ended          
|December 31, 2004      
|September 30, 2004     
|June 30, 2004          
|March 31, 2004         
|December 31, 2003      
|September 30, 2003     
|June 30, 2003          
|March 31, 2003         

The following table lists the high, low and closing prices on the OTC Bulletin Board of our common shares for the last six months:

|OTC Bulletin Board Trading Activity
|-----------------------------------
|Month Ended                        
|February 2005                      
|January 2005                       
|December 2004                      
|November 2004                      
|October 2004                       
|September 2004                     

Our common shares are issued in registered form and the following information is taken from the records of ComputerShare Trust Company of Canada located in Toronto, Ontario, Canada, the registrar and transfer agent for our common shares.

On March 28, 2005, the shareholders list for our common shares showed 158 registered shareholders and 19,182,941 shares outstanding.  Of the 158 registered shareholders, 133 list U.S. addresses, showing ownership of an aggregate of 15,986,923 shares, representing 83% of our outstanding common shares.

We have not declared any dividends for the last eight years and do not anticipate that we will do so in the foreseeable future.  Our present policy is to retain future earnings, if any, for use in our operations and the expansion of our business.

9-B.   Plan of Distribution

Not Applicable.

9-C.   Markets

Our common shares began trading on the NASDAQ SmallCap MarketSM on June 20, 1995.  Prior to December 3, 2002, our common shares traded on the NASDAQ SmallCap MarketSM under the symbol DVNT.  Effective December 3, 2002 our common shares trade under the symbol DVNTC with the exception of a 20 period from January 28, 2003 to February 25, 2003 when our common shares traded under the symbol DVNTD.  From February 25, 2003 until April 30, 2003 ours common shares traded under the symbol DVNTC.  On April 30, 2003 NASDAQ delisted our common shares.  From April 30, 2003 to present our common shares have been trading on the OTC Bulletin Board under the symbol DVNTF.

Prior to August 2000 our shares were also traded on the now defunct Canadian Dealers Network.

9-D.   Selling Shareholders

Not Applicable.

9-E.   Dilution

Not Applicable.

9-F.   Expenses of the Issue

Not Applicable.

ITEM 10.  ADDITIONAL INFORMATION

10-A.

Share Capital

Not Applicable.

10-B.

Memorandum and Articles of Association

1.

Our Certificate of Incorporation No. is 1054873 (Ontario).  Our objectives are not indicated on the registration form.  However, our objective is to enable mobile e-commerce (m-commerce) services with our wireless security infrastructure solutions.

2.

(a)

A Director shall disclose in writing to us or request to have entered into the minutes of the meeting the nature and extent of his interest regarding any material contracts.

(a)

Not Applicable.

(b)

Not Applicable.

(c)

Not Applicable.  Directors are appointed at the annual shareholders meeting or appointed by special resolution.

(d)

Not Applicable.

(e)

Not Applicable.

(f)

Not Applicable.

(g)

Not Applicable.

10-C.

Material Contracts

On September 1, 2003, pursuant to a Share Purchase Agreement we acquired 100% of the outstanding shares of Caradas, Inc., a credential management provider.  The aggregate purchase price was $5,630,475 consisting of 1,417,500 common shares with a value of $4,895,310, $64,565 in the costs associated with the acquisition and 200,000 common share purchase warrants with a value of $670,600.  The share purchase warrants vest equally on a quarterly basis over three years and each is exercisable to purchase one common share at $2.45 per share for five years from the date of vesting.  During fiscal 2004, 100,000 common share purchase warrants were cancelled and the remaining 100,000 were repriced to $0.40 per share.

During February 2005, one of our subsidiaries (DSS) entered into an Asset Purchase Agreement to sell the majority of its assets and liabilities to a third party.  We also entered into a Guarantee Agreement whereby we will provide certain indemnification provisions to the purchaser.  The effect of this will be that we will discontinue providing services to DSS customers.  During 2004, the revenues associated with DSS were $4.4 million.

Other than listed above, we have not entered into any other material contracts, other than contracts entered into in the ordinary course of business and those listed herein to which we are a party, for the two years immediately preceding publication of this Form 20-F.

10-D.

Exchange Controls

The federal Investment Canada Act (the ICA), which became effective on June 30, 1985, regulates the acquisition by non-Canadians of control of a Canadian Business (as defined in the Investment Canada Act). Such an acquisition is either notifiable or reviewable depending on its structure and the value of the assets of the Canadian business being acquired.  In effect, the ICA requires review by Investment Canada, the agency which administers the ICA, and approval by the Canadian government in the case of an acquisition of control of a Canadian business by a non-Canadian that is a WTO Investor (as defined in the ICA) where: (i) in the case of a direct acquisition of control of a Canadian entity (i.e., through a share purchase), the assets of the entity carrying on the Canadian Business and of all other entities in Canada, the control of which is acquired exceeds$184 million (this threshold is adjusted annually for inflation and growth in Canadas domestic product); or (ii) in the case of a direct acquisition of assets of a Canadian Business (i.e., through an asset acquisition) the value of the assets used in carrying on the Canadian business exceeds$184 million.  Indirect acquisitions (for example, the acquisition of the foreign parent of the Canadian business) of assets or indirect acquisitions of control by a WTO investor are not reviewable, but are still notifiable.  Where an investor is not a WTO Investor, review is required where: (i) in the case of a direct acquisition of control of a Canadian Business, the value of the assets of the business and all other entities being acquired is$5 million or more; or (ii) in the case of an indirect acquisition of control of a Canadian Business, where the Canadian Business has assets of$50 million or more in value; or (iii) in the case of an acquisition of assets of a Canadian Business, the assets represents more than 50% of the assets of the original group and the value of the acquired assets exceeds$5 million.  These lower thresholds also apply, even where the investor is a WTO investor, where the Canadian Business is engaged in certain activities relating to Canadas cultural heritage or national identity such as book publishing, film production and distribution, television and radio, production and distribution of music, uranium production, certain financial services or transportation services.

In the context of Diversinet, in essence, three methods of acquiring control of a Canadian business are regulated by the ICA: (i) the acquisition of all or substantially all of the assets used in carrying on the Canadian business; (ii) the acquisition, directly or indirectly, of voting shares of a Canadian corporation carrying on the Canadian business; (iii) the acquisition of voting shares of an entity which controls, directly or indirectly, another entity carrying on a Canadian business. An acquisition of a majority of the voting interests of an entity, including a corporation, is deemed to be an acquisition of control in accordance with the ICA.  An acquisition of less than one-third of the voting shares of a corporation is deemed not to be an acquisition of control.  An acquisition of less than a majority, but one-third or more, of the voting shares of a corporation is presumed to be an acquisition of control unless it can be established that on the acquisition the corporation is not, in fact, controlled by the acquirer through the ownership of voting shares.  For partnerships, trusts joint ventures or other unincorporated entities, an acquisition of less than a majority of the voting interests is deemed not to be an acquisition of control.

If an acquisition of control of a Canadian business by a non-Canadian is not reviewable, the ICA requires a formal notification to the Canadian government.  These provisions require a foreign investor to give notice in the required form, which notices are for information, as opposed to review, purposes.

10-E.  Taxation

Certain Canadian Federal Income Tax Consequences

The following summary of the material Canadian federal income tax considerations generally applicable in respect of the holding and disposition of common shares reflects our opinion as of the date hereof.  The tax consequences to any particular holder of common shares will vary according to the status of that holder as an individual, trust, corporation or member of a partnership, the jurisdiction in which that holder is subject to taxation, the place where that holder is resident and, generally, according to that holders particular circumstances.

This summary is applicable only to holders who are resident solely in the United States, have never been resident in Canada, deal at arms length with us, hold their common shares as capital property and who will not use or hold the common shares in carrying on business in Canada.

This summary is based upon the provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the Tax Act or ITA) and the Canada-United States Tax Convention (the Tax Convention) as at the date hereof and the current administrative practices of the Canada Customs and Revenue Agency.  This summary does not take into account provincial income tax consequences.

This summary is not exhaustive of all possible income tax consequences.  It is not intended as legal or tax advice to any particular holder of common shares and should not be so construed.  Each holder should consult his own tax advisor with respect to the income tax consequences applicable to him in his own particular circumstances.

Dividends

In the case of any dividends paid to non-resident shareholders, we withhold the Canadian tax, which remits only the net amount to the shareholder.  The rate of withholding tax is generally 25% but by virtue of Article X of the Tax Convention, the rate of tax on dividends paid to persons who are residents only of the United States for purposes of the Tax Convention is generally limited to 15% of the gross amount of the dividend (or 5% in the case of certain corporate shareholders owning at least 10% of our voting shares).

Dispositions

A non-resident of Canada is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a common share unless the share is taxable Canadian property to the holder thereof and the non-resident is not entitled to relief under a tax treaty.  In the case of a non-resident holder to whom our common shares are taxable Canadian property and who is resident only in the United States for purposes of the Tax Convention, no tax under the ITA will be payable on a capital gain realized on such shares by reason of the Tax Convention unless the value of such shares is derived principally from real property situated in Canada.  We believe that the value of our common shares is not derived from real property situated in Canada.

Our common shares will be taxable Canadian property to a non-resident holder if, at any time during the period of sixty months immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arms length, or the non-resident holder together with persons with whom the holder did not deal at arms length owned 25% or more of our issued shares of any class or series.  Holders to whom our common shares are taxable Canadian property and who are not entitled to relief under the Tax Convention should consult their own tax advisors in advance of any disposition of common shares.

United States Federal Income Tax Consequences

The following is a discussion of material United States Federal income tax consequences generally applicable to a U.S. Holder (as defined below) of our common shares.  This discussion does not address all potentially relevant Federal income tax matters, and it does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as, for example, tax-exempt organizations, qualified retirement plans, persons subject to alternative minimum tax, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common shares is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their shares through the exercise of employee share options or otherwise as compensation.  In addition, this discussion only applies to common shares held by U.S. Holders as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, and does not cover any state, local or foreign tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code, Treasury Regulations, published Internal Revenue Service rulings, published administrative positions of the Internal Revenue Service and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of our common shares and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of our common shares should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a U.S. Holder includes any person, with the exception of those subject to special provisions of Federal income tax law, who holds our common shares who is a citizen or resident of the United States, a partnership or corporation organized under the laws of the United States, an estate, the income of which is subject to United States federal income tax without regard to its source and a trust if a United States court is able to exercise primary supervision over administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or if the trust was in existence on August 20, 1996 and has elected to continue to be treated as a United States person, and any other person or entity whose ownership of our common shares is effectively connected with the conduct of a trade or business in the United States.

Distributions on Our Common Shares

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions.  Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holders United States Federal Income tax liability or, alternatively, may be deducted in computing the U.S. Holders United States Federal taxable income by those who itemize deductions (see more detailed discussion at Foreign Tax Credit below).  To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holders adjusted basis in the common shares and thereafter as gain from the sale or exchange of the common shares.  Preferential tax rates for long-term capital gains are applicable to an U.S. Holder, which is an individual, estate or trust.  There are currently no preferential tax rates for long-term capital gains for an U.S. Holder, which is a corporation.  Dividends paid in Canadian dollars will be included in income in an U.S. dollar amount based on the exchange rate at the time of their receipt.  U.S. Holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss on any Canadian dollars received as a dividend which are converted into U.S. dollars on a date subsequent to receipt.

Dividends paid on our common shares will not generally be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation may, under certain circumstances, be entitled to a 70% deduction of the United States source portion of dividends received from us (unless we qualify as a foreign personal holding company or a passive foreign investment company, as defined below) if such U.S. Holder owns shares representing at least 10% of the voting power and value of Diversinet. The availability of this deduction is subject to several complex limitations, which are beyond the scope of this discussion.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayers income subject to tax.  This election is made on an annual basis and applies to all foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from) the U.S. Holder during the year.  There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder United States income tax liability that the U.S. Holders foreign source income bears to his/her or its worldwide taxable income.

In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. There are further limitations on the foreign tax credit for certain types of income such as passive income, high withholding tax interest, financial services income, shipping income, and certain other classifications of income.  In certain circumstances, recently enacted legislation and other guidance issued by the United States Treasury may deny a United States holder foreign tax credits (and instead may allow deductions) for foreign taxes imposed on a dividend if the United States holder (i) has not held the common shares for at least 16 days in the 30-day period beginning 15 days before the ex-dividend date, during which it is not protected from risk of loss; (ii) is obligated to make payments related to the dividends; or (iii) holds the common shares in arrangements in which the United States holders expected economic profit, after non-U.S. taxes, is insubstantial.

The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and holders and prospective holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Disposition of Our Common Shares

A U.S. Holder will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholders tax basis in the our common shares.  Any gain recognized on the sale or other disposition of common shares will generally be U.S. source income.  Any loss recognized on the sale or other disposition of common shares will generally be U.S. source.  However, such loss will be foreign source to the extent certain dividends were received by the U.S. Holder within the 24-month period proceeding the date on which the loss was recognized.  This gain or loss will be capital gain or loss if the common shares are capital asset in the hands of the U.S. Holder, which will be a short-term or long-term capital gain or loss depending upon the holding period of the U.S. Holder.  Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year.  Deductions for net capital losses are subject to significant limitations.  For U.S. Holders who are individuals, a capital loss is deductible only to the extent of capital gains, plus ordinary income of up to U.S. $3,000; any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.  For U.S. Holders which are corporations (other than corporations subject to Subchapter S of the Internal Revenue Code), any unused net capital loss may be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.  If the amount realized on a sale or exchange is not denominated in U.S. dollars, the amount realized will be equal to the U.S. dollar value thereof, determined at the spot rate on the date of the sale or exchange.

Until such time as our common shares are listed on a stock exchange prescribed for the purposes of the Income Tax Act (Canada) (which includes NASDAQ, but not the OTC BB) our common shares will be taxable Canadian property for the purposes of the Income Tax Act (Canada).



Under section 116 of the Income Tax Act (Canada), non-resident vendors who dispose of certain types of taxable Canadian property (including our common shares for as long as they are not listed on a prescribed stock exchange), have to notify Canada Customs and Revenue Agency (CCRA) about the disposition either before they dispose of the property or after they dispose of it.  This notification (the Notice of Disposition) is due not later than ten (10) days after the date the property was disposed of.  The vendor may be able to claim an exemption under an applicable tax treaty at the time the Notice of Disposition is filed.  If no exemption is available under an applicable treaty, before CCRA can issue a certificate of compliance to the vendor, CCRA must receive either an amount to cover the tax owing, or appropriate security for the tax on any gain the vendor may realize at the time the property is disposed of. Such payments or security the vendor provides will be credited to the vendors account.  If the vendor does not comply with the section 116 requirements, which the vendor must do so before receiving the certificate of compliance, the purchaser of the property may deduct or withhold a specified amount from the proceeds of the disposition to cover any tax which the vendor owes.



When filing a Notice of Disposition and claiming an exemption under a specific tax treaty, necessary documentation to support the claim should be submitted along with the request.  The documentation which is acceptable must be based on the particular tax treaty under which the exemption is claimed, such as proof of residency, or that the gain has or will be reported in the vendors country.  Tax officials, in some countries, will supply the necessary certification required to claim the exemption. The United States Department of the Treasury, Internal Revenue Service will provide certification for corporations, exempt organizations and individuals. Requests for certification should be sent to the appropriate service centre. The Department of the Treasury, Publication 686, Certification for Reduced Tax Rates in Tax Treaty Countries, outlines the certification process.



If the vendor does not obtain a certificate pursuant to section 116, the purchaser becomes liable to pay as tax, on behalf of the vendor, an amount equal to 25% of the proceeds of disposition.  The purchaser of the property is then entitled to withhold that amount from the proceeds of the disposition to cover any tax which the vendor owes or may owe.



The required amount must be remitted to the Receiver General for Canada 30 days after the end of the month is which the property was acquired.



Other Considerations

In the following three circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of our common shares.  Based on (a) the number of shareholders of our common shares, and (b) the majority ownership of our shares by Canadian residents, we do not believe that we are either a Foreign Personal Holding Company or a Controlled Foreign Corporation.  However, we do believe that we are likely to be treated as a Passive Foreign Investment Company for the taxable years 2001, 2002 and 2003.

Foreign Personal Holding Company

If, at any time during a taxable year, more than 50% of the total combined voting power or the total value of our outstanding shares are owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 60% or more of our gross income for such year was derived from certain passive sources (e.g. from dividends received from unrelated persons), we would be treated as a foreign personal holding company.  In that event, U.S. Holders that hold our common shares would be required to include in gross income for such year their allowable portions of such foreign personal holding company income to the extent that we do not actually distribute such income.

Controlled Foreign Corporation

If more than 50% of the voting power of all classes of shares or the total value of our shares is owned, directly or indirectly, by U.S. shareholders, each of whom own 10% or more of our voting shares (U.S. Shareholders), we could be treated as a controlled foreign corporation (a CFC) under SubPart F of the Internal Revenue Code.  If we were classified as a CFC and as a PFIC, CFC treatment would prevail with respect to U.S. Shareholders.  CFC classification would effect many complex results including the required inclusion by such U. S. shareholders in income of their pro rata share: of SubPart F Income (as specially defined by the Internal Revenue Code) of Diversinet; and of our earnings invested in U.S. property.  In addition, under Section 1248 of the Internal Revenue Code, gain from the sale or exchange of our common shares by a U.S. person who is or was a U.S. shareholder (as defined in the Internal Revenue Code) at any time during the five years period ending with the sale or exchange is generally treated as ordinary dividend income to the extent of our earnings and profits attributable to the shares sold or exchanged.  Because of the complexity of SubPart F, and because it is not clear that we are a controlled foreign corporation, a more detailed review of these rules is outside of the scope of this discussion.

Passive Foreign Investment Company

As stated above, we believe that we will not be treated as a passive foreign investment company (PFIC), as defined in Section 1297 of the Internal Revenue Code, for our fiscal years 2003 or 2004.

United States income tax legislation contains rules governing PFICs, that can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders.  Section 1297 of the Internal Revenue Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (i) 75% or more of its gross income is passive income, which includes interest, dividends and some types of rents and royalties or (ii) the average percentage, by fair market value (or, if the company is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of passive income is 50% or more.  Based on these tests we do not meet the definition of a PFIC in 2000, 2001, 2002, 2003 or 2004.

An U.S. Holder who holds shares in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. Federal income taxation under alternative tax regimes, depending upon whether such U.S. Holder makes elections.  The following is a discussion of these alternative tax regimes as applicable to our U.S. Holders.

A U.S. Holder of a PFIC who does not make either of the elections described below (a Non-electing U.S. Holder) is subject to special taxation rules under Section 1291 of the Internal Revenue Code with respect to (i) gains realized on the disposition (or deemed to be realized by reason of a pledge) of his/her common shares and (ii) excess distributions by us, defined as any distribution received by a U.S. Holder from a PFIC in a taxable year that is greater than 125% of the average distributions received by the U.S. Holder in the three preceding taxable years, or, if shorter, the U.S. Holders holding period for the shares.

A Non-electing U.S. Holder generally would be required to include in income pro rata all gains realized on the disposition of his/her common shares and all excess distributions over the entire holding period for the PFIC common shares.  All gains or excess distributions allocated to prior years of the U.S. Holder (other than years prior to the first taxable year of the company during such U.S. Holders holding period and beginning after January 1, 1987 for which it was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income.  The Non-electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year.  A Non-electing U.S. Holder that is not a corporation must treat this interest charge as personal interest which, as discussed above, is partially or wholly non-deductible.  The balance of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance.

If we are a PFIC for any taxable year during which a Non-electing U.S. Holder holds common shares, then we will continue to be treated as a PFIC with respect to such common shares, even if we are no longer a PFIC as defined above.  A Non-electing U.S. Holder may terminate this deemed PFIC status by electing to recognize a gain (which will be taxed under the rules discussed above for Non-electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Internal Revenue Code, the Department of the Treasury has issued proposed regulations that would treat as taxable transfers of PFICshares by Non-electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death.  Special, generally adverse, rules will apply with respect to the common shares while the company is a PFIC. For example under Section 1298(b)(6) of the Internal Revenue Code, a U.S. Holder who uses PFICshares as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Alternatively, if we are a PFIC, an U.S. Holder (an Electing U.S. Holder) who owns common shares is permitted generally to elect out of the tax treatment discussed above, if an U.S. Holder makes a mark-to-market election with respect to common shares.  Under such election, an Electing U.S. Holder would generally recognize as ordinary income for each taxable year an amount equal to the excess, if any, of the fair market value of common shares as of the close of the taxable year over the Electing U.S. Holders adjusted tax basis in such shares.  An Electing U.S. Holder would generally be allowed an ordinary deduction (to the extent of any net mark-to-market gains recognized for prior taxable years) for the excess, if any, of the adjusted tax basis of the common shares over their fair market value as of the close of the taxable year.  An Electing U.S. Holders adjusted tax basis of the common shares would generally be adjusted to reflect the amounts included or deducted under the mark-to-market election.  Additionally, any gain on the actual sale or other disposition of the common shares generally will be treated as ordinary income.  Ordinary loss treatment also would generally apply to any loss realized on the actual sale or other disposition of the common shares to the extent that the amount of such loss did not exceed the net mark-to-market gains previously included with respect to such shares.  An election to mark to market would generally apply to the taxable year made and all subsequent taxable years.  A mark-to-market election is subject to complex and specific rules and requirements, and U.S. Holders are strongly urged to consult their tax advisors concerning such election if the company is classified as a PFIC.

Finally, an U.S. Holder who elects in a timely manner to treat us as a qualified electing fund (a QEF) as defined in the Internal Revenue Code would be subject to another set of special rules different from those described above.  Although a QEF election may be beneficial to some U.S. Holders depending upon their particular tax situations, it requires us to make information available to such holders, and we do not intend to make such information available even if it is classified as a PFIC.  Accordingly, the QEF election will not be available to U.S. Holders.

The foregoing discussion is based on existing provisions of the Internal Revenue Code, existing and proposed regulations thereunder, and current administrative ruling and court decisions, all of which are subject to change. Any such change could affect the validity of this discussion. In addition, the implementation of aspects of the PFIC rules requires the issuance of regulations which in many instances have not been promulgated and which may have retroactive effect. There can be no certainty that any of these proposed regulations will be enacted or promulgated and if so, the form they will take or the effect that they may have on this discussion. Accordingly, and due to the complexity of the PFIC rules, U.S. Holders who are shareholders of Diversinet are strongly urged to consult their own tax advisors concerning the impact of these rules on their investment in us.

10-F.

Dividends and Paying Agents

Not Applicable.

10-G.

Statements by Experts

Not Applicable.

10-H.

Documents on Display

We are subject to certain of the information requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith, files reports and other information with the SEC.  As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.  As a foreign private issuer, we are not required to publish financial statements as frequently or as promptly as United States companies.

We file annual reports and other information with the SEC.  You may read and copy any of these documents at the SECs Public Reference Room at Judiciary Plaza, 450 Fifth Street NW, Washington, D.C. 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.  The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.  We also file annual reports and other information in Canada on The System for Electronic Document Analysis and Retrieval (SEDAR).  The address of that site is www.sedar.com.

10-I.

Subsidiary Information

Our consolidated financial statements include the accounts of Atria Limited, a 50% owned joint venture operating in Hong Kong and its wholly-owned inactive subsidiaries, Diversinet Corporation of America, a Delaware corporation, Diversinet Inc., an Ontario corporation, Diversinet (Israel) Ltd., an Israeli corporation and The Instant Publisher Ltd., a Barbados corporation.  For the fiscal year ended December 31, 2003 and 2004 our consolidated financial statements will also include the accounts of DSS Software Technologies, the wholly owned subsidiary we acquired in January 2003 and Caradas, Inc., the wholly owned subsidiary we acquired in September 2003.

ITEM 11.  Quantitative and Qualitative Disclosure about Market Risk

We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended December 31, 2004.  However, there can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition.  We have limited market risk exposure since we do not have any outstanding variable rate debt or derivative financial and commodity instruments as of December 31, 2004.

Since we currently earn revenues and incur expenses in United States dollars, Hong Kong dollars and Canadian dollars, exchange rates for these and other local currencies in countries where we may operate in the future may fluctuate in relation to the United States dollar and such fluctuations may have an adverse effect on our earnings or assets when Canadian, Hong Kong dollars, or local currencies are exchanged for United States dollars.  We have not entered into forward foreign exchange contracts.  Losses and gains resulting from the translation of revenue and expenses denominated in foreign currencies into United States dollars have been included in our results of operations.  For the year ended December 31, 2004, we had a foreign exchange loss of $28,000 compared to $324,000 for the year ended December 31, 2003 and $309,000 for the 14 month period ended December 31, 2003 and $145,000 for the year ended October 31, 2002.

ITEM 12.  Description of Securities Other than Equity Securities

Not Applicable.

PART II

ITEM 13.  Defaults, Dividend Arrearages and Delinquencies

Not Applicable.

ITEM 14.  Material Modifications to the Rights to Security Holders and Use of Proceeds

Not Applicable.

ITEM 15.  Controls and Procedures

Disclosure controls and procedures: are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that the information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 20-F.  This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer.  Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective.   There was no changes in our internal control over financial reporting during the year ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control or the occurrence of events or other factors that could significantly affect these controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 16A.  Audit Committee Financial Expert

Messrs. Beck, Steinman and Wigdale, all of whom are non-management directors currently comprise the Audit Committee.  Mr. Steinman is Chairman of the Audit Committee.

Mr. Steinman has thirty years of corporate finance experience, recently as Executive Vice President and Chief Financial Officer of Stelco Inc. and prior to 1999 as Chief Financial Officer of Spar Aerospace and Chief Financial Officer of Rogers Cablesystems.  The Board has determined that Mr. Steinman of the Audit Committee meets the requirements of an audit committee financial expert, as defined in Item 16A of Form 20-F.

ITEM 16B.  Code of Ethics

As part of its stewardship responsibilities, the Board of Directors has approved a formal Code of Business Conduct and Ethics that govern the behavior of our directors, officers and employees.  The Board monitors compliance with these standards and is responsible for the granting of any waivers from these standards to directors or officers.  Disclosure will be made by us of any waiver from these standards granted to our directors or officers in our quarterly report that immediately follows the grant of such waiver.  No waiver has been granted to date.  A copy of our Code of Business Conduct and Ethics is filed as Exhibit 11.1 to this Annual Report on Form 20-F.

ITEM 16 C.  Principal Accountant Fees and Services

KPMG LLP served as our auditors for the fiscal years ended December 31, 2004, December 31, 2003 and October 31, 2002.  The only fees paid to KPMG LLP were Audit Fees.

Audit Fees

KPMG LLP billed us Cdn$236,000 in fiscal 2004 (Cdn$109,000 in fiscal 2003) for professional services rendered for the audit of the Annual Consolidated Financial Statements and services that are normally provided in connection with statutory and regulatory filings.

Audit Fees are the aggregate fees billed by KPMG for the audit of our annual financial statements, attestation services that are provided in connection with statutory and regulatory filings or engagements and assistance in responding to comment letters from securities regulatory bodies and consultations with our management as to accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretation by the securities regulatory authorities, accounting standard vetting bodies or other regulatory or standard setting bodies.

Audit Committee Pre-Approval Policies

The Audit Committee nominate and engages the independent auditors to audit the financial statements, and approves all audit, audit-related services, tax services and other services provided by KPMG LLP.  Any services provided by KPMG LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement.  The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement

ITEM 16 D.  Exemptions from the Listing Standards for Audit Committees

None

ITEM 16 E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable.

PART III

ITEM 17.  Financial Statements

Our financial statements have been prepared in accordance with Canadian GAAP.  These principles conform in all material respects with U.S. GAAP except as described in Note 15 to our 2004 consolidated financial statements.

Reference is made to our consolidated financial statements and related footnotes attached as an exhibit to this Report.

ITEM 18.  Financial Statements

We have elected to provide financial statements pursuant to Item 17.

ITEM 19.  Exhibits

Financial Statements:

•

KPMG LLP Auditors Report dated February 14, 2005 except for note 16 which is as of February 28, 2005.

•

Consolidated Balance Sheets as at December 31, 2004, December 31, 2003, and October 31, 2002.

•

Consolidated Statements of Loss and Deficit for the years ended December 31, 2004, 2003, the fourteen-month period ended December 31, 2003 and the year ended October 31, 2002.

•

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003, the fourteen-month period ended December 31, 2003 and the year ended October 31, 2002.

•

Notes to Consolidated Financial Statements.

Exhibits:

|1.1  | Underwriting Agreement, dated as of June 12, 2000, between Diversinet and Tucker Anthony Incorporated. (1)
|---- | ----------------------------------------------------------------------------------------------------------
|1.2  | Private Agency Agreement between Allen & Company and Diversinet Corp. dated March 27, 2002.(1)            
|1.3  | Form of Stock Purchase Agreement dated March 27, 2002.(1)                                                 
|1.4  | Form of Stock Purchase Agreement dated June 23, 2003.(1)                                                  
|1.5  | Form of Stock Purchase Agreement dated January 19, 2004. (2)                                              
|1.6  | Form of Stock Purchase Agreement dated December 9, 2004. (3)                                              
|4.1  | Share Purchase Agreement with Caradas, Inc. (4)                                                           
|4.2  | Asset Purchase Agreement with DSS Software Technologies (1)                                               
|5.1  | Opinion of Lang Michener. (1)                                                                             
|10.1 | Form of Diversinet General Product License & Support Agreement.(1)                                        
|11.1 | Code of Business Conduct and Ethics.                                                                      
|12.1 | Certification of the Chief Executive Officer Pursuant to Sarbanes-Oxley Act of 2002.                      
|12.2 | Certification of the Chief Financial Officer Pursuant to Sarbanes-Oxley Act of 2002.                      
|13.1 | Certification of Periodic Financial Report Pursuant to Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.   
|13.2 | Certification of Periodic Financial Report Pursuant to Sarbanes-Oxley Act of 2002, U.S.C. Section 1350.   
|23.1 | Consent of KPMG LLP.                                                                                      

(1)

Previously filed with prior years Form 20-F.

(2)

Previously filed with our F-3 on March 15, 2004.

(3)

Previously filed with our F-3 on January 25, 2005

(4)

Previously filed with our F-1/A on March 23, 2005

#







SIGNATURE PAGE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, there unto duly authorized.

DIVERSINET CORP.



By:

/s/ NAGY MOUSTAFA

Nagy Moustafa

Chief Executive Officer



Dated: March 31, 2005





#







Exhibit 11.1

Diversinet Corp.

CODE OF BUSINESS CONDUCT AND ETHICS



I.

OVERVIEW

This Code of Business Conduct and Ethics (Code) sets forth the guiding principles by which we operate our company and conduct our daily business with our customers, vendors, shareholders and with each other.  It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Diversinet Corp. and its subsidiaries (Company or Diversinet).  This Code applies to all of our directors, officers and employees (together Covered Persons).  We expect each Covered Person to conduct him/herself accordingly and seek to avoid even the appearance of improper behaviour.



We have tried to write this policy so that it is consistent with and supportive of all applicable laws.  If it turns out that a policy in this Code conflicts with a law, you must comply with the law.  If you have any questions about these conflicts or potential conflicts, please consult with your supervisor about how to handle the situation.



Those who violate the policies contained in this Code will be subject to disciplinary action, up to and including termination of employment.  We have provided some practical guidelines at the end of this document (Section XV) to help you understand and comply with it.  Nothing in this Code alters the employment at-will policy applicable to U.S. employees.  Additional policies (available on the Companys intranet site) supplement or amplify this Code and should be read in conjunction with this Code.



II.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Companys business is highly regulated and any failure to comply with all applicable regulations could have a material adverse effect on the Companys business.  Moreover, obeying the law, both in letter and in spirit, is the foundation on which this Companys ethical standards are built.  In addition to federal laws, we must respect and obey the laws of the cities and provinces/states in which we operate.  Although we do not expect each Covered Person to know the details of each of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.  You are responsible for discussing with your supervisor which laws, regulations and Diversinet policies apply to your position and what training you might need to understand and comply with them.



III.

CONFLICTS OF INTEREST

A.

GENERAL

We expect each Covered Person to be scrupulous in avoiding any action or interest that conflicts or gives the appearance of a conflict with Diversinets interests.  A conflict of interest exists when a persons private interest interferes or is inconsistent in any way with the interests of the Company.  Therefore, a conflict can arise when a Covered Person takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.  For example, having a financial or investment interest in a vendor, supplier or competitor of the Company may constitute a conflict of interest to the extent such relationship interferes with a Covered Persons ability to act unconditionally on behalf of the Company.  Conflicts of interest may also arise when a Covered Person, or members of his or her family, receive improper personal benefits as a result of the Covered Persons position in the Company.



B.

POTENTIAL CONFLICTS OF INTEREST INVOLVING DIRECTORS AND EXECUTIVE OFFICERS

Executive officers should provide notice to the Companys full Board of Directors prior to causing Diversinet to enter into transactions with relatives and friends.  In addition, directors and executive officers should provide to the full Board of Directors for pre-approval, the details of any potential transaction, including charitable donations, between Diversinet and an entity where one or more of the Diversinets officers or directors also serve as officers or directors of such entity.



C.

POTENTIAL CONFLICTS INVOLVING RELATIONSHIPS WITH OTHER COMPANIES

It is almost always a conflict of interest for a Company employee to serve simultaneously as an employee, consultant or director for a competitor, customer or supplier.  All employees should obtain pre-approval from the Companys Chief Executive Officer prior to entering into any such relationship with another employer.  The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.



Conflicts of interest may not always be clear-cut, so if you have a question, you should consult your supervisor and, if necessary, higher levels of management.  Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section XV of this Code.



IV.

CONFIDENTIAL INFORMATION AND INSIDER TRADING

Covered Persons who have access to confidential information or other material non-public information concerning the Company are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business.  (See Section X below regarding confidentiality generally.)  All non-public information about the Company should be considered confidential information.



In addition, it not only violates our policies but is illegal for any Covered Person to use non-public information for his/her personal financial benefit or to tip others who might make an investment decision on the basis of such information.  Our policies regarding insider trading in particular are described elsewhere in our policies, available on the intranet site at: http://intranet.dvnet.com/templates/templates.shtml.



V.

CORPORATE OPPORTUNITIES

In addition to our policy against conflicts of interest generally, Covered Persons are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors.  No Covered Person may use corporate property, information, or position for improper personal gain, and no Covered Person may compete with the Company directly or indirectly.  Covered Persons owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.



VI.

COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly.  Stealing proprietary information (whether belonging to us or to a third party), possessing trade secret information that was obtained without the owners consent, or inducing such disclosures by past or present employees of other companies is prohibited.



We expect and demand that each Covered Person respect the rights of and deal fairly with our customers, suppliers, competitors and fellow employees.  No Covered Person may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.



We expect each Covered Person to exercise due care and professionalism to avoid undue influence from current or potential customers, vendors or other business partners of the Company (Business Partners).  The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers.  Covered Persons should therefore take care not to accept gifts or benefits from Business Partners that might influence their activities on behalf of the Company.  No gift or entertainment should ever be offered, given, provided or accepted by any Covered Person, family member or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations.  Under no circumstances should gifts or benefits of any nature or in any amount ever be offered to or taken from representatives of federal, state or local governments or the agencies or regulatory authorities of any such governments.  That includes paying for meals of the government official.  Offering or accepting gifts or benefits from such representatives is contrary to Diversinet policy and may well violate the laws or the policies of such governments, agencies or authorities.  Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.



VII.

DISCRIMINATION AND HARASSMENT

We are firmly committed to providing equal opportunity in all aspects of employment and application for employment and to providing a workplace free from harassment of any kind.  Harassment includes verbal, physical or visual conduct that creates an intimidating, offensive or hostile working environment or that interferes with work performance.  Some examples of harassment include derogatory comments based on racial or ethnic characteristics, unwelcome sexual advances, or other conduct of a sexual nature which creates a hostile work environment or interferes with work performance.  We encourage you to promptly report any incident of harassment to your supervisor or manager, or to any other member of management with whom you are comfortable.  We will investigate every reported complaint promptly, thoroughly and confidentially, to the extent practicable, consistent with our obligation to investigate thoroughly.





VIII.

HEALTH AND SAFETY

Our policies regarding health and safety generally and the use of illegal drugs and alcohol in particular are described elsewhere in our policies.  The Company strives to provide each employee with a safe and healthy work environment.  Each Covered Person is responsible for assisting us to maintain a safe and healthy workplace for all persons by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.



Violence and threatening behaviour are strictly prohibited.  Covered Persons may not report to work in any condition other than in a manner ready to perform their duties, free from the influence of illegal drugs or alcohol.



IX.

RECORD-KEEPING

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions and in order to properly report its activities.  All of the Companys books, records, timesheets, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Companys transactions and must conform both to applicable legal requirements and to the Companys system of internal controls and procedures.  Unrecorded or off the books funds or assets should not be maintained unless permitted by applicable law or regulation.



Many Covered Persons regularly use business expense accounts, which must be documented and recorded accurately.  If you are not sure whether a certain expense is legitimate, you should ask your supervisor or other appropriate person.



Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood.  This applies equally to e-mail, internal memos, and formal reports.  Records should always be retained or destroyed according to the Companys record retention policies.  In accordance with those policies, in the event you become aware of any litigation or governmental investigation please consult the Companys Chief Executive Officer.  Any correspondence form any state or federal regulator or the Better Business Bureau, or any legal process (including without limitation subpoenas, discovery requests or deposition notices) that you receive must be immediately forwarded to the Companys Chief Executive Officer.



X.

CONFIDENTIALITY OF COMPANY INFORMATION

In carrying out the Companys business, Covered Persons often learn confidential or proprietary information about the Company, its customers, prospective customers or other third parties.  Each Covered Person must maintain the confidentiality of confidential or proprietary information obtained or entrusted to him/her by the Company, except when disclosure is authorized by the Company or required by laws, regulations or legal proceedings.  Confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its business, financial performance, results or prospects, customer lists, employee information, terms or fees offered to particular customers, marketing or strategic plans, technology systems, or proprietary or product systems developments.  The obligation to preserve confidential or proprietary information continues even after employment ends.  In connection with this obligation, every Covered Person should have executed a confidentiality agreement when he or she began his or her employment with the Company.



Each Covered Person must take precautionary measures to prevent unauthorized disclosure of confidential or proprietary information.  Accordingly, such persons should take steps to ensure that business-related paperwork and documents are produced, copied, faxed, filed, stored and discarded by means designed to minimize the risk that unauthorized persons might obtain access to confidential or proprietary information.



XI.

PROTECTION AND PROPER USE OF COMPANY ASSETS

All Covered Persons should endeavour to protect the Companys assets and ensure their efficient use.  Theft, carelessness, and waste have a direct impact on the Companys profitability.  Any suspected incident of fraud or theft should be immediately reported for investigation.  In addition, we provide certain technology resources and pieces of equipment for use in the performance of business job duties.  These include such obvious items as telephone (including voicemail) and access to computers, the internet and electronic mail, as well as other equipment items.  These items are provided for your business use, and remain Company property.  We expect that you will use our technology and resources in a manner that enhances productivity, enhances our public image, and is respectful of others, including other employees.  Personal use of these items and resources should be kept to a minimum, and limited to non-work time, except in emergencies.



The obligation of Covered Persons to protect the Companys assets includes its proprietary information.  Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, customer lists, designs, databases, records, salary information and any unpublished financial data and reports.  Unauthorized use or distribution of this information violates our policy.  It could also be illegal and result in civil or even criminal penalties.



XII.

PAYMENTS TO GOVERNMENT PERSONNEL

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.  It is strictly prohibited to make such payments to government officials of any country.



In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel.  The promise, offer or delivery to an official or employee of the U.S. government of a gift, favour or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offence.  State and local governments, as well as foreign governments, may have similar rules.



XIII.

WAIVERS OF THE CODE

Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or securities regulations.



XIV.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

All of the policies we describe in this Code sound relatively straight-forward and even self-evident when recited, but can be much more difficult to recognize or apply in real time and real life.  We encourage you to talk to your supervisors, managers or other appropriate personnel whenever you see something that you think may be either illegal or unethical, and particularly if you are not certain about the best course of action in a particular situation.  Our policy prohibits retaliation for reports of misconduct by others made in good faith by Covered Persons, and we expect all Covered Persons to cooperate in internal investigations of misconduct.  Any Covered Person may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.



XV.

PRACTICAL GUIDELINES

We must all work to ensure prompt and consistent action against violations of this Code.  However, in some situations it is difficult to know if a violation has occurred.  Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.



These are the steps to keep in mind:



•

Make sure you have all the facts.  In order to reach the right solutions, we must be as fully informed as possible.



•

Ask yourself: What specifically am I being asked to do?  Does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with, and the alternatives you have.  Use your judgment and common sense; if something seems unethical or improper, it probably is.



•

Discuss the problem with your supervisor.  This is the basic guidance for all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  Remember that it is your supervisors responsibility to help solve problems.



•

You may report ethical violations in confidence and without fear of retaliation.  If your situation requires that your identity be kept secret, your anonymity will be protected.  The Company does not permit retaliation of any kind against Covered Persons for good faith reports of ethical violations.



•

Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.

#









Diversinet Corp.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND OTHER OFFICERS



Diversinet Corp. (the Company) has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company.  The Chief Executive Officer (CEO) and all senior officers, including the Chief Financial Officer (CFO), Chief Operating Officer (COO) and Executive Vice Presidents (EVP) and principal accounting officer, (collectively Officers) are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law.  In addition to the Code of Business Conduct and Ethics, the Officers are subject to the following additional specific policies:



1.

The CEO and the CFO are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission.  Accordingly, it is the responsibility of the Officers to promptly to bring to the attention of the persons preparing the Companys periodic reports any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings.



2.

The CEO and each Officer shall promptly bring to the attention of Board of Directors any information he or she may have concerning (a) significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Companys ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys financial reporting, disclosures or internal controls.



3.

The CEO and each Officer shall promptly bring to the attention of the CEO and to the Board of Directors any information he or she may have concerning any violation of the Companys Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Companys financial reporting, disclosures or internal controls.



4.

The CEO and each Officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.



5.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of these additional procedures by the CEO and the Companys Officers.  Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individuals employment.  In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.



#











ACKNOWLEDGMENT



DIVERSINET CORP.S CODE OF BUSINESS CONDUCT AND ETHICS



I acknowledge that I have received and read the Diversinet Corp. Code of Business Conduct and Ethics and understand my obligations as an [employee/officer/director] to comply with the principles, policies and laws outlined in the Code.



I understand that my agreement to comply with the Code of Business Conduct and Ethics does not constitute a contract of employment.







|Signature: | 
|---------- | 
|Name:      | 
|Date:      | 





NOTICE: The original of this form will be placed in your official personnel file and a copy should be kept by you.









#







Exhibit 12.1



CERTIFICATIONS



I, Nagy Moustafa, Chief Executive Officer of Diversinet Corp. certify that:



1.

I have reviewed this annual report on Form 20-F of Diversinet Corp.;

2.

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

3.

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

4.

The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and

5.

The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of companys board of directors (or persons performing the equivalent functions):

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

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



Dated March 31, 2005

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



/s/ Nagy Moustafa

Name:

Nagy Moustafa

Title:

Chief Executive Officer





#







Exhibit 12.2



CERTIFICATIONS



I David Hackett, Chief Financial Officer of Diversinet Corp certify that:



3.

I have reviewed this annual report on Form 20-F of Diversinet Corp.;

4.

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

3.

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

4.

The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

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

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and

5.

The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of companys board of directors (or persons performing the equivalent functions):

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

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



Dated: March 31, 2005

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



/s/ David Hackett

Name:

David Hackett

Title:

Chief Financial Officer



#







Exhibit 13.1





CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



I, Nagy Moustafa, Chief Executive Officer of Diversinet Corp., hereby certify that the Annual Report on Form 20-F for the Fiscal Year ended December 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Diversinet Corp.





/s/ Nagy Moustafa

Name: Nagy Moustafa

Title:   Chief Executive Officer

March 31, 2005



This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard set forth therein, and not for any other purpose. It is not being filed as part of the Annual Report or as a separate disclosure document.







#







Exhibit 13.2





CERTIFICATION OF PERIODIC FINANCIAL REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)



I, David Hackett, Chief Financial Officer of Diversinet Corp., hereby certify that the Annual Report on Form 20-F for the Fiscal Year ended December 31, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Diversinet Corp.





/s/ David Hackett

Name: David Hackett

Title:   Chief Financial Officer

March 31, 2005



This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard set forth therein, and not for any other purpose. It is not being filed as part of the Annual Report or as a separate disclosure document.





#







Exhibit 23.1

kpmg



KPMG LLP



Chartered Accountants

Telephone

(416) 228-7000

Yonge Corporate Centre

Telefax

(416) 228-7123

4100 Yonge Street Suite 200

www.kpmg.ca



North York ON M2P 2H3



Canada







Consent of Independent Registered Public Accounting Firm



The Board of Directors

Diversinet Corp.



We consent to the incorporation by reference in the registration statement (No. 333-122284) on Form F-1/A, the registration statement (No. 333-122284) on Form F-3 (whch was amended by the aformentioned registration statement on Form F-1/A), the registration statement (No. 333-113646) on Form F-3, the registration statement (No. 333-107251) on Form F-3, the registration statement (No. 333-114674) on Form S-8 and the registration statement (No. 333-103356) on Form S-8  of Diversinet Corp. of our report dated February 14, 2005, except with respect to note 16 which is as of February 28, 2005, with respect to the consolidated balance sheets of Diversinet Corp. as at December 31, 2004, December 31, 2003 and October 31, 2002, and the related consolidated statements of earnings and deficit and cash flows for each of the years ended December 31, 2004, December 31, 2003, October 31, 2002 and for the fourteen month period ended December 31, 2003, which report appears in the December 31, 2004, Annual Report on Form 20-F of Diversinet Corp.  Our report dated February 14, 2005, except with respect to note 16 which is as of February 28, 2005, includes additional comments for U.S. readers that states that conditions and events exist that cast substantial doubt on the Companys ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

/s/ KPMG LLP





Toronto, Canada

March 31, 2005



#







MANAGEMENTS REPORT

The accompanying consolidated financial statements and all information in the Annual Report have been prepared by management and have been examined and approved by the Board of Directors of the Company.  The consolidated financial statements were prepared in accordance with generally accepted accounting principles and, where appropriate, reflect managements best estimates and judgments.  Management is responsible for the accuracy, integrity and objectivity of the consolidated financial statements within reasonable limits of materiality and for the consistency of financial data included in the text of the Annual Report with that contained in the consolidated financial statements.



To assist management in the discharge of these responsibilities, the Company maintains a system of internal controls and systems designed to provide reasonable assurance that its assets are safeguarded, that only valid and authorized transactions are executed and that accurate, timely and comprehensive financial information is prepared and disclosed.  The internal control systems and financial records are subject to reviews by external auditors during the examination of the financial statements.  Management recognizes its responsibility for conducting the Companys affairs to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities.



The Companys Audit Committee is appointed by the Board of Directors annually and is comprised of three non-management directors.  The Audit Committee meets with management as well as with the independent auditors to satisfy itself that management is properly discharging its financial reporting responsibilities and to review the consolidated financial statements and the independent auditors report.  The Audit Committee reports its findings to the Board of Directors for consideration in approving the consolidated financial statements for presentation to the shareholders.  The independent auditors have direct and unrestricted access to the Audit Committee to discuss their audit and related findings as to the integrity of the Companys financial reporting.



The consolidated financial statements have been audited by KPMG LLP, Chartered Accountants, on behalf of the shareholders, in accordance with generally accepted auditing standards.  Their report outlines the scope of their audit and expresses their opinion on the consolidated financial statements of the Company.

|/s/ Nagy Moustafa                      | /s/ David Hackett                     
|-------------------------------------- | --------------------------------------
|Nagy Moustafa, Chief Executive Officer | David Hackett, Chief Financial Officer





AUDITORS REPORT TO THE SHAREHOLDERS

We have audited the consolidated balance sheets of Diversinet Corp. as at December 31, 2004, December 31, 2003 and October 31, 2002 and the consolidated statements of earnings and deficit and cash flows for each of the years ended December 31, 2004, December 31, 2003, October 31, 2002 and for the fourteen-month period ended December 31, 2003.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



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



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004, December 31, 2003 and October 31, 2002 and the results of its operations and its cash flows for each of the years ended December 31, 2004, December 31, 2003, October 31, 2002 and for the fourteen-month period ended December 31, 2003 in accordance with Canadian generally accepted accounting principles.



/s/ KPMG LLP

Chartered Accountants, Toronto, Canada, February 14, 2005, except for note 16 which is as of February 28, 2005.



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going concern, such as those described in note 1 to the financial statements.  Our report to the shareholders dated February 14, 2005, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.



/s/ KPMG LLP

Chartered Accountants, Toronto, Canada, February 14, 2005 except for note 16 which is as of February 28, 2005.



#







DIVERSINET CORP.

Consolidated Balance Sheets

(In United States dollars)



As at

|                                              | December 31
2004 | December 31
2003 | October 31
2002
|--------------------------------------------- | ---------------- | ---------------- | ---------------
|                                              |                  |                  |                
|Assets                                        |                  |                  |                
|                                              |                  |                  |                
|Current assets:                               |                  |                  |                
|Cash and cash equivalents                     | $    734,058     | $    722,569     | $    608,692   
|Short-term investments                        | 2,000,000        | 1,243,960        | 1,843,657      
|Accounts receivable (including $nil, $62,293, |                  |                  |                
|$110,148 from joint venture, note 8)          | 761,978          | 1,081,760        | 265,672        
|Other receivables                             | 52,189           | 85,748           | 15,933         
|Prepaid expenses                              | 201,857          | 375,009          | 77,012         
|Total current assets                          | 3,750,082        | 3,509,046        | 2,810,966      
|                                              |                  |                  |                
|Capital assets, net (note 4)                  | 593,673          | 986,316          | 1,198,527      
|Purchased technology, net of accumulated      |                  |                  |                
|amortization of $251,333, (2003-$62,833,      |                  |                  |                
|2002-$nil) (note 3)                           | 125,667          | 314,167          |               
|Customer assets net of accumulated            |                  |                  |                
|amortization of $441,024, (2003- $110,256,    |                  |                  |                
|2002-$nil) (note 3)                           | 551,280          | 882,048          |               
|Goodwill (notes 2c and 3)                     | 2,286,932        | 5,311,932        |               
|                                              |                  |                  |                
|Total assets                                  | $    7,307,634   | $    11,003,509  | $    4,009,493 
|                                              |                  |                  |                
|Liabilities and Shareholders Equity          |                  |                  |                
|                                              |                  |                  |                
|Current liabilities:                          |                  |                  |                
|Accounts payable                              | $   591,356      | $    899,644     | $    352,025   
|Accrued liabilities (note 5)                  | 710,923          | 1,351,400        | 698,137        
|Notes payable                                 | 4,611            | 28,192           |               
|Current portion of promissory note            |                 | 300,000          |               
|Deferred revenue                              | 165,343          | 477,449          | 9,228          
|Total current liabilities                     | 1,472,233        | 3,056,685        | 1,059,390      
|                                              |                  |                  |                
|Promissory note                               |                 | 300,000          |               
|                                              |                  |                  |                
|Shareholders equity:                         |                  |                  |                
|Share capital (note 6):                       |                  |                  |                
|Authorized:                                   |                  |                  |                
|Unlimited common shares                       |                  |                  |                
|Issued and outstanding:                       |                  |                  |                
|19,157,941, 11,043,027, 3,222,308             |                  |                  |                
|common shares                                 | 52,445,135       | 49,191,482       | 40,677,645     
|Contributed surplus                           | 1,265,549        | 126,173          | 72,680         
|Cumulative translation adjustment             | (1,520,721)      | (1,520,721)      | (1,936,534)    
|Share purchase warrants (note 6)              | 2,830,929        | 1,331,652        |               
|Deficit                                       | (49,185,491)     | (41,481,762)     | (35,863,688)   
|Total shareholders equity                    | 5,835,401        | 7,646,824,       | 2,950,103      
|                                              |                  |                  |                
|Future operations (note 1)                    |                  |                  |                
|Commitments and contingencies (note 11)       |                  |                  |                
|                                              |                  |                  |                
|Total liabilities and shareholders equity    | $   7,307,634    | $    11,003,509  | $   4,009,493  

See accompanying notes to consolidated financial statements.

On behalf of the Board:

/s/ Mark Steinman

/s/ Nagy Moustafa

Mark Steinman, Chairman

Nagy Moustafa, Director

#







DIVERSINET CORP.

Consolidated Statements of Earnings and Deficit

(In United States dollars)

|                                                  | Year ended
December 31
2004 | Year ended
December 31
2003 | Fourteen-month
period ended
December 31
2003 | Year ended
October 31
2002
|------------------------------------------------- | --------------------------- | --------------------------- | -------------------------------------------- | --------------------------
|                                                  |                             |                             |                                              |                           
|Revenue (including $nil, $nil, $85,138, $127,034, |                             |                             |                                              |                           
|from joint venture, note 8)                       | $7,044,888                  | $8,521,516                  | $8,562,676                                   | $710,250                  
|                                                  |                             |                             |                                              |                           
|Cost of sales                                     | 5,238,727                   | 6,622,495                   | 6,622,495                                    |                          
|Gross margin                                      | 1,806,161                   | 1,899,021                   | 1,940,181                                    | 710,250                   
|                                                  |                             |                             |                                              |                           
|Expenses:                                         |                             |                             |                                              |                           
|Research and development                          | 1,153,758                   | 1,275,598                   | 1,513,323                                    | 1,478,980                 
|Sales and marketing                               | 1,729,568                   | 2,487,881                   | 2,656,099                                    | 1,103,722                 
|General and administrative                        | 2,636,908                   | 2,093,639                   | 2,345,572                                    | 1,754,696                 
|Other (note 3)                                    | (171,000)                   |                            |                                             |                          
|Depreciation and amortization                     | 935,981                     | 681,719                     | 740,049                                      | 404,015                   
|Goodwill impairment charge (note 2c)              | 3,025,000                   |                            |                                             |                          
|                                                  | 9,310,215                   | 6,538,837                   | 7,255,043                                    | 4,741,413                 
|                                                  |                             |                             |                                              |                           
|Loss before the following                         | (7,504,054)                 | (4,639,816)                 | (5,314,862)                                  | (4,031,163)               
|                                                  |                             |                             |                                              |                           
|Foreign exchange loss                             | 28,386                      | 324,365                     | 308,642                                      | 144,606                   
|Interest income and other income                  | (15,598)                    | (5,430)                     | (26,302)                                     | (111,096)                 
|Interest expense                                  |                            |                            | 20,872                                       |                          
|                                                  |                             |                             |                                              |                           
|Loss for the period                               | (7,516,842)                 | (4,958,751)                 | (5,618,074)                                  | (4,064,673)               
|                                                  |                             |                             |                                              |                           
|Deficit, beginning of period                      | (41,481,762)                | (36,523,011)                | (35,863,688)                                 | (31,799,015)              
|Adjustment for cumulative effect of change in     |                             |                             |                                              |                           
|accounting for stock based compensation (note 2p) | (186,887)                   |                            |                                             |                          
|Deficit, end of period                            | $ (49,185,491)              | $(41,481,762)               | $(41,481,762)                                | $(35,863,688)             
|                                                  |                             |                             |                                              |                           
|Basic and diluted loss per share (note 7)         | $ (0.62)                    | $(0.71)                     | $(0.87)                                      | $(1.37)                   
|                                                  |                             |                             |                                              |                           
|                                                  |                             |                             |                                              |                           
|                                                  |                             |                             |                                              |                           
|Weighted average number of common shares          | 12,144,565                  | 7,022,447                   | 6,478,296                                    | 2,971,692                 
|                                                  |                             |                             |                                              |                           

See accompanying notes to consolidated financial statements.

#







DIVERSINET CORP.

Consolidated Statements of Cash Flows

(In United States dollars)

|                                                 | Year ended
December 31
2004 | Year ended
December 31
2003 | Fourteen-month
Year ended
December 31
2003 | Year ended
October 31
2002
|------------------------------------------------ | --------------------------- | --------------------------- | ------------------------------------------ | --------------------------
|
|
|
|                                                 |                             |                             |                                            |                           
|Cash provided by (used in):                      |                             |                             |                                            |                           
|                                                 |                             |                             |                                            |                           
|Operating activities:                            |                             |                             |                                            |                           
|Loss for the period                              | $   (7,516,842)             | $   (4,958,751)             | $   (5,618,074)                            | $   (4,064,673)           
|Items not involving cash:                        |                             |                             |                                            |                           
|Depreciation and amortization                    | 935,981                     | 681,719                     | 740,049                                    | 404,015                   
|Goodwill impairment charge (note 2c)             | 3,025,000                   |                            |                                           |                          
|Stock-based compensation expense                 | 760,916                     | 825,010                     | 825,010                                    |                          
|Other (note 3)                                   | (171,000)                   |                            |                                           |                          
|Unrealized foreign exchange loss                 |                            | 477,210                     | 415,813                                    | 71,603                    
|Change in non-cash operating working capital:    |                             |                             |                                            |                           
|Accounts receivable                              | 319,782                     | 2,421,204                   | 2,425,570                                  | (91,726)                  
|Other receivables                                | 33,559                      | (55,757)                    | (69,815)                                   | 47,094                    
|Prepaid expenses                                 | 173,152                     | 13,457                      | (98,846)                                   | 300,700                   
|Accounts payable                                 | (308,288)                   | (1,196,927)                 | (571,786)                                  | (402,707)                 
|Accrued liabilities                              | (640,477)                   | 1,130,029                   | 431,892                                    | (777,766)                 
|Deferred revenue                                 | (312,106)                   | (152,162)                   | (156,371)                                  | (18,552)                  
|Cash used in continuing operations               | (3,700,323)                 | (814,968)                   | (1,676,558)                                | (4,532,012)               
|                                                 |                             |                             |                                            |                           
|Financing activities:                            |                             |                             |                                            |                           
|Issue of common shares, common share             |                             |                             |                                            |                           
|purchase options and warrants for cash           | 4,565,503                   | 2,920,746                   | 2,920,646                                  | 3,108,317                 
|Notes payable                                    | (23,581)                    | (873,323)                   | (873,323)                                  |                          
|Repayment of promissory notes payable            | (50,000)                    |                            |                                           |                          
|Bank indebtedness                                |                            | (240,979)                   | (240,979)                                  |                          
|Cash provided by financing activities            | 4,491,922                   | 1,806,444                   | 1,806,344                                  | 3,108,317                 
|                                                 |                             |                             |                                            |                           
|Investing activities:                            |                             |                             |                                            |                           
|Short-term investments                           | (756,040)                   | (269,777)                   | 599,698                                    | 112,799                   
|Acquisitions, net of cash received               |                            | (541,084)                   | (541,084)                                  |                          
|Net (addition) disposal of capital assets        | (24,070)                    | 42,085                      | (74,523)                                   | (20,525)                  
|Cash provided by (used in) investing activities  | (780,110)                   | (768,776)                   | (15,909)                                   | 92,274                    
|                                                 |                             |                             |                                            |                           
|Increase (decrease) in cash and cash equivalents | 11,489                      | 222,700                     | 113,877                                    | (1,331,421)               
|                                                 |                             |                             |                                            |                           
|Cash and cash equivalents, beginning of period   | 722,569                     | 499,869                     | 608,692                                    | 1,940,113                 
|                                                 |                             |                             |                                            |                           
|Cash and cash equivalents, end of period         | $734,058                    | $722,569                    | $722,569                                   | $608,692                  
|                                                 |                             |                             |                                            |                           
|Supplementary non-cash financing and             |                             |                             |                                            |                           
|investing activities:                            |                             |                             |                                            |                           
|Issue of warrants on acquisitions                | $                          | $1,044,640                  | $1,044,640                                 | $                        
|Issue of common shares on acquisitions           |                            | 4,959,875                   | 4,959,875                                  |                          
|Issuance of shares in settlement of debt         | 400,000                     |                            |                                           |                          
|                                                 |                             |                             |                                            |                           

See accompanying notes to consolidated financial statements.

#







DIVERSINET CORP.

Notes to Consolidated Financial Statements

(In United States dollars)

Years ended December 31, 2004, December 31, 2003, October 31, 2002, and the fourteen month period ended December 31, 2003.

Diversinet Corp. (the Company), an Ontario corporation, develops, markets and distributes wireless security infrastructure solutions and identity management solutions and professional services to the enterprise, financial services, government and gaming and wagering marketplaces.

1.

Future operations:

These consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue in operation for the foreseeable future and be able to realize assets and satisfy liabilities in its normal course of business.  Certain conditions and events exist that cast substantial doubt on the Companys ability to continue as a going concern.

The Company has incurred significant losses and used significant amounts of cash in operating activities in recent years.

Continued operations depend upon the Companys ability to generate future profitable operations and/or obtain additional financing to fund future operations and, ultimately, to generate positive cash flows from operating activities.  There can be no assurance that the Company will be successful in obtaining additional financing or generating positive cash flows from operations.

Should the Company be unable to generate positive cash flows from operations or secure additional financing in the foreseeable future, the application of the going concern principle for financial statement reporting purposes may no longer be appropriate.  These financial statements do not include any adjustments related to the valuation or classification of recorded asset amounts or the amounts or classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

2.

Significant accounting policies:

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada, which, except as described in note 15, conform in all material respects with accounting principles generally accepted in the United States.  Significant accounting policies adopted by the Company are as follows:

(a)

Fiscal year:

In 2003, the Company changed its fiscal year end from October 31 to December 31.  As a result, financial statements for the fourteen-month period ended December 31, 2003 in addition to the financial statements for the years ended December 31, 2004, December 31, 2003 and October 31, 2002, have been presented.

(b)

Basis of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries.  The Company accounts for its interest in a joint venture by the proportionate consolidation method.  All significant intercompany transactions and balances have been eliminated.

(c)

Goodwill:

Goodwill is the residual amount that results when the purchase price of an acquired business exceeds the sum of the amounts allocated to the identifiable tangible and intangible assets acquired, less liabilities assumed, based on their fair values.  When the Company enters into a business combination, the purchase method of accounting is used.  Goodwill is assigned as of date of the business combination to reporting units that are expected to benefit from the business combination.  Goodwill is not amortized but instead is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.  The impairment test is carried out in two steps. In the first step, the carrying amount of the reporting unit, including goodwill, is compared with its fair value.  When the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary.  The second step is carried out when the carrying amount of reporting unit exceeds its fair value, in which case, the implied fair value of the reporting units goodwill, determined in the same manner as the value of goodwill is determined in a business combination, is compared with its carrying amount to measure the amount of the impairment loss, if any.

During the fourth quarter of the 2004 fiscal year, the Company completed its goodwill impairment test relating to goodwill, and determined that goodwill of $525,000 as at December 31, 2004 relating to the DSS reporting unit (note 3a) and $2,500,000 relating to the Caradas reporting unit was impaired.  Impairment was tested at the reporting unit level by comparing the reporting units carrying amount to its fair value.  The fair value of the reporting units were estimated using discounted cash flows.  To the extent the reporting units carrying amount exceeded its fair value, an impairment of goodwill existed.  Impairment was measured by comparing the fair value of goodwill, determined in a manner similar to a purchase price allocation, to its carrying amount.  During fiscal 2004 Caradas (note 3b) lost a significant customer and was unable to attract significant new customers in order to generate the expected cash flows.  DSS has also lost several customers and key management left the Company in the current period.  Application of the goodwill impairment test requires judgment, including assignment of assets and liabilities and determination of the fair value of each reporting unit.  The fair value of each reporting unit is estimated using a discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, the useful life over which cash flows will occur, and determination of discount rate and terminal asset value.  The Company believes goodwill is recorded at its fair value as at December 31, 2004 and will be recovered from the future cash flows of the reporting units.

The changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003 are as follows:



|Balance January 1, 2003                  | $ -        
|---------------------------------------- | -----------
|Acquired during the year (note 3a, 3b)   | 5,311,932  
|Balance December 31, 2003                | 5,311,932  
|Goodwill impairment charge (note 3a, 3b) | (3,025,000)
|Balance December 31, 2004                | $2,286,932 

(d)

Impairment or disposal of long-lived assets:

The Company reviews capital and intangible assets (long-lived assets) for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Absent any triggering factors during the year, the Company conducts its long-lived asset assessment in the fourth quarter to correspond with its planning cycle.  An impairment loss is recognized when the carrying amount of an asset that is held and used exceeds the projected undiscounted future cash flows expected from its use and disposal, and is measured as the amount by which the carrying amount of the asset exceeds its fair value which is measured by discounted cash flows when quoted market prices are not available.  For assets available-for-sale, an impairment loss is recognized when the carrying amount exceeds the fair value less costs to sell.  Prior to January 1, 2003, the Company assessed and measured impairment by comparing the carrying amount to the undiscounted future cash flows the long-lived assets were expected to generate.

(e)

Revenue recognition:

The majority of our revenues are derived from consulting services delivered on a stand alone basis.  We provide technical consulting services to our customers in the areas of systems integration, software development and Customer Relationship Management and enterprise Relationship Management implementation.  We also provide technical consulting services relating to smart card based application security systems.  We also derive revenues from products and services for mobile commerce over wireless networks.

Consulting revenues are recognized on a time and materials basis, or on a percentage of completion basis, depending on the specifics of the contract, as employees and subcontractors provide services. Revenue from time and materials service contracts are recognized as the services are provided.  Revenue from long term contracts is recognized based on actual hours incurred as specific deliverables are achieved, consistent with the Companys proportional performance under the contractual arrangement.  Losses on contracts are recognized during the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract. Revenue recognized in excess of billings is recorded as unbilled services.  Billings in excess of revenue recognized are recorded as deferred revenue until the above revenue recognition criteria are met.  Reimbursements, including those relating to travel and other out-of-pocket expenses, and other similar third-party costs, are included in revenues.

Revenue from software license agreements is recognized in accordance with CICA 3400 Revenue and Statement of Position 97-2 Software Revenue Recognition as amended upon execution of a license agreement and the shipment of the software, as long as all vendor obligations have been satisfied, the license fee is fixed and determinable and collection of the license fees is probable.  We consider fees related to arrangements with significant payments due beyond our normal trading terms not to be fixed or determinable.  If the fee is not fixed or determinable, revenue is recognized as the payments become due from the customer.  If collectibility is not considered probable, revenue is recognized when the fee is collected.  Revenue from the sale of additional software products is recognized as software is delivered.

Revenue earned on software arrangements involving multiple elements (i.e., software products, upgrades/enhancements, post contract customer support, installation, training, et cetera) is allocated to each element based on vendor specific objective evidence (VSOE) of relative fair value of the elements. When arrangements contain multiple elements and VSOE only exists for all undelivered elements, the Company recognizes revenue for the delivered elements using the residual method, whereby the total arrangement fee is assigned to the undelivered elements based on their fair value, with the residual assigned to the delivered elements and recognized.  VSOE used in determining the fair value for installation, integration and training is based on the standard daily rates for the type of service being provided multiplied by the estimated time to complete the task.  VSOE used in determining the fair value of maintenance and technical support is based on annual renewal rates.  For arrangements containing multiple elements where VSOE does not exist for all undelivered elements, revenue for the delivered and undelivered elements is deferred until either VSOE exists for the remaining undelivered elements or all elements have been delivered.  The revenue allocated to post contract customer support is recognized ratably over the term of the support and revenue allocated to service elements (such as training and installation) is recognized as the services are performed.

The Companys sales arrangements generally include standard payment terms ranging up to 90 days.  The Company provides a limited product warranty, the costs of which have historically been insignificant.  The Companys products are not subject to rights of return, stock rotation rights or price protection.

(f)

Cash and cash equivalents:

Cash and cash equivalents include cash on account and short-term investments in money market instruments with original maturities of 90 days or less when acquired.

(g)

Short-term investments:

Short-term investments consist of bonds having a term of 90 days when acquired which are recorded at cost plus accrued interest.

(h)

Investment tax credits:

Investment tax credits are accrued when qualifying expenditures are made and there is reasonable assurance that the credits will be realized.  Investment tax credits earned with respect to current expenditures for qualified research and development activities are included in the consolidated statements of earnings and deficit as a reduction of related expenses in the year incurred.  Assistance related to the acquisition of capital assets used for research and development is credited against the related capital assets.  The Company has recorded no investment tax credits.

(i)

Research and development costs:

Research costs are expensed as incurred.  Software development costs are deferred once costs meet the criteria under Canadian generally accepted accounting principles for deferral and amortization.  Such deferred costs are amortized, commencing when the product is commercially released, on a straight-line basis over two years.  The recoverability of any unamortized deferred development costs is reviewed on an ongoing basis.

(j)

Purchased and acquired technology:

The Company capitalizes purchased technology and amortizes such costs over two years.  The carrying value is assessed on a periodic basis to determine if a write-down is required.

(k)

Customer assets:

Customer relationships are amortized over three years. Customer contracts are amortized as services are performed.  The carrying value is accessed on a periodic basis to determine if a write-down is required.

(l)

Foreign currency translation:

Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at the exchange rates prevailing at the consolidated balance sheet dates.  Non-monetary assets and liabilities are translated at historical rates.  Transactions in foreign currencies are translated into United States dollars at the approximate rates prevailing at the dates of the transactions.  Foreign exchange gains and losses are included in loss for the period.

As a result of a number of circumstances, including the current year financing activities during fiscal 2003, the acquisition of DSS Software Technologies and Caradas, Inc. and the U.S. dollar becoming the measurement currency in which most of the Companys business is transacted, effective October 1, 2003, the Company adopted the U.S. dollar as its measurement and reporting currency for preparation of its consolidated financial statements.  Comparative financial information has been restated in U.S. dollars using the current rate method.

Under this method share capital has been translated at the exchange rate in effect at the time of the transaction.  Deficit has been translated at the approximate rates prevailing at the dates of the transactions and monetary assets and liabilities have been translated into United States dollars at the exchange rates prevailing at the consolidated balance sheet dates.  The resulting difference has been classified as a cumulative translation adjustment on the balance sheet.

(m)

Capital assets:

Capital assets are stated at cost less accumulated depreciation and amortization.  Depreciation and amortization is provided over the estimated useful lives of the assets at the following annual rates and bases:

|Asset                  | Basis             | Rate              
|---------------------- | ----------------- | ------------------
|Computer hardware      | Declining balance | 30%               
|Computer software      | Declining balance | 30%               
|Furniture and fixtures | Declining balance | 20%               
|Leasehold improvements | Straight-line     | Over term of lease

(n)

Income taxes:

The Company accounts for income taxes using the asset and liability method.  Under this method, future income taxes are recognized at the enacted or substantively enacted tax rate expected to be applicable at the date of reversal for all significant temporary differences between the tax and accounting bases of assets and liabilities and for certain tax carry forward items.  Future income tax assets are recognized only to the extent that, in the opinion of management, it is more likely than not that the future income tax assets will be realized.  Future income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the substantive enactment of the change.

(o)

Earnings per share:

Basic earnings per share is computed using the weighted average number of common shares that are outstanding during the year.  Diluted earnings per share is computed using the weighted average number of common and potential common shares outstanding during the year.  Potential common shares consist of the incremental number of common shares issuable upon the exercise of stock options and warrants and are calculated using the treasury stock method.

(p)

Stock-based compensation:

Effective January 1, 2004, Canadian GAAP requires the Company to estimate the fair value of stock-based compensation granted to employees and to expense the fair value over the estimated vesting period of the stock options.  In accordance with the transition rules, the Company has retroactively adopted this change without re-statement of prior years and has determined the fair value of stock options granted to employees since November 1, 2002 in the amount of $186,887, representing the expense for the 2003 fiscal year.  This amount has been charged to deficit with an offsetting increase to the contributed surplus.  For the year ended December 31, 2004, an expense with respect to stock-based compensation in the amount of $577,549 has been recorded.  For the year ended December 31, 2003 and the fourteen month period ended December 31, 2003 had the Company determined compensation expense based on the fair value of stock options granted subsequent to November 1, 2002 the Companys loss and loss per share would have been reported as the pro-forma amounts indicated below:

|                                         | Year ended        | Fourteen months ended
|---------------------------------------- | ----------------- | ---------------------
|                                         | December 31, 2003 | December 31, 2003    
|Loss for the period as reported          | $(4,958,751)      | $(5,618,074)         
|Pro forma loss                           | (5,145,638)       | (5,804,961)          
|Pro forma loss per common share:         |                   |                      
|Basic and diluted                        | $(0.73)           | $(0.90)              
|Weighted average number of common shares | 7,022,447         | 6,478,296            

The fair value of each option granted was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:

|                                                      | Year ended        | Fourteen months ended
|----------------------------------------------------- | ----------------- | ---------------------
|                                                      | December 31, 2003 | December 31, 2003    
|Risk-free interest rate                               | 3.092             | 3.092                
|Volatility factor of the future expected market price | 150%              | 150%                 
|Weighted average expected life of options             | 3 years           | 3 years              

(q)

Use of estimates:

The preparation of these consolidated 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 these consolidated financial statements and the reported amounts of revenue and expenses during the year.  Actual results could differ from those estimates.

1.

Acquisitions:

(a)

In January 2003, the Company acquired 100% of the outstanding shares of DSS Software Technologies (DSS), a consulting services provider.  The aggregate purchase price was $1,301,038 consisting of $300,000 in cash, $26,998 in costs associated with the acquisition, $600,000 of promissory note payable in instalments of $300,000 on January 2, 2004 and $300,000 on January 2, 2005 and 120,000 share purchase warrants with a value of $374,040.  The share purchase warrants vest equally on January 2, 2003, 2004 and 2005, and are exercisable at $3.75 per share for 5 years. Additional future consideration in the amount of $800,000 is payable based on the achievement of certain financial targets over the next two years and will be recorded with an increase to goodwill if and when the targets have been met.

|Fair value of net capital assets acquired | $        93,374
|----------------------------------------- | ---------------
|Working capital                           | 290,422        
|Goodwill                                  | 917,242        
|Purchase price                            | $   1,301,038  

Consideration on the acquisition in the form of a promissory note in the amount of $600,000 payable in instalments of $300,000 on January 2, 2004 and $300,000 on January 2, 2005 was replaced during fiscal 2004 by the issuance of 200,000 Diversinet shares, cash payment of $50,000 in February 2004 and a promissory note of $150,000.  The existing 120,000 warrants exercisable at $3.75 have been replaced by the issuance of 120,000 warrants exercisable at $2.05, exercisable after January 1, 2005 and expiring on December 31, 2006.

During August 2004 the Company settled a dispute with a former shareholder of DSS and received 50,000 Diversinet common shares (with a fair value of $21,000) and the elimination of the promissory note payable of $150,000 which was recorded as other in the statement of earnings and deficit.  Additional future cash consideration of $800,000 based on achievement of certain financial targets was also eliminated.

During the fourth quarter the Company completed its goodwill impairment test and calculated that the fair value of goodwill was $392,242 and accordingly recorded an impairment charge of $525,000.

(a)

In September 2003, the Company acquired 100% of the outstanding shares of Caradas, Inc., a credential management provider.  The aggregate purchase price was $5,630,475 consisting of 1,417,500 common shares with a value of $4,895,310, $64,565 in the costs associated with the acquisition and 200,000 common share purchase warrants with a value of $670,600.  The share purchase warrants vest equally on a quarterly basis over three years and each is exercisable to purchase one common share at $2.45 per share for five years from the date of vesting.  The acquisition was accounted for using the purchase method and the purchase price was allocated as follows:

|Fair value of net capital assets acquired | $     186,853
|----------------------------------------- | -------------
|Working capital                           | (320,372)    
|Purchased technology                      | 377,000      
|Customer assets                           | 992,304      
|Goodwill                                  | 4,394,690    
|Purchase price                            | $   5,630,475

The customer assets of $992,304 are comprised of customer relationships and other customer contracts.  The customer relationships were assigned a useful life of three years, while the customer contracts will be amortized as services are performed.  The purchased technology of $377,000 has been assigned a useful life of two years.  During the fourth quarter of 2004 the Company completed its goodwill impairment test and concluded that the fair value of goodwill was $1,894,690 and accordingly recorded an impairment charge of $2,500,000.

1.

Capital assets:

|                       |               | Accumulated      | Net        
|---------------------- | ------------- | ---------------- | -----------
|December 31, 2004      | Cost          | depreciation     | book       
|                       |               | and amortization | value      
|Computer hardware      | $   1,147,777 | $   841,425      | $   306,352
|Computer software      | 508,163       | 385,197          | 122,966    
|Furniture and fixtures | 290,789       | 171,249          | 119,540    
|Leasehold improvements | 170,825       | 126,010          | 44,815     
|                       | $2,117,554    | $1,523,881       | $593,673   

In the year ended December 31, 2004, depreciation expense and amortization on capital assets amounted to $416,712.

|                       |               | Accumulated      | Net        
|---------------------- | ------------- | ---------------- | -----------
|December 31, 2003      | Cost          | depreciation     | book       
|                       |               | and amortization | value      
|Computer hardware      | $   1,342,228 | $   817,852      | $   524,376
|Computer software      | 556,319       | 365,310          | 191,009    
|Furniture and fixtures | 291,174       | 138,401          | 152,773    
|Leasehold improvements | 234,865       | 116,707          | 118,158    
|                       | $   2,424,586 | $   1,438,270    | $   986,316

In the year ended December 31, 2003, depreciation expense and amortization on capital assets amounted to $508,630.

2.

Accrued liabilities:

|                  | December 31 | December 31
|----------------- | ----------- | -----------
|                  | 2004        | 2003       
|Compensation      | $378,726    | $815,135   
|Professional fees | 102,760     | 372,663    
|Miscellaneous     | 229,537     | 163,602    
|                  | $710,923    | $1,351,400 

3.

Share capital, warrants and common share purchase options:

There are an unlimited number of authorized common shares with no par value.

The following details the changes in issued and outstanding shares, compensation options and warrants:

|                                              | Compensation options and warrants | Common shares    
|--------------------------------------------- | --------------------------------- | -----------------
|                                              | Number                            | Amount           
|Balance, October 31, 2001 (b)                 | 41,350                            | $               
|Private placement (c)                         | 471,554                           |                 
|Balance, October 31, 2002                     | 512,904                           |                 
|Reverse stock split (d)                       |                                  |                 
|Private placement (e)                         | 60,000                            | 68,304           
|Stock options exercised and shares issued (a) |                                  |                 
|Acquisition of DSS (f)                        | 120,000                           | 374,040          
|Acquisition of Caradas (g)                    | 200,000                           | 670,600          
|Professional services (h)                     | 127,500                           | 218,708          
|Private placement (e)                         |                                  |                 
|Balance, December 31, 2003                    | 1,020,404                         | 1,331,652        
|Stock options exercised and shares issued (a) |                                  |                 
|Private Placement (i)                         | 1,100,000                         | 1,593,710        
|Private Placement (j)                         | 300,000                           | 97,140           
|Professional services (k)                     | 163,000                           | (191,573)        
|Warrants expired (b)                          | (15,000)                          |                 
|Balance December 31, 2004                     | 2,568,404                         | $  2,830,929     

(a)

During 2002, 2003 and 2004, the Company granted options to certain employees, officers and directors under a share option plan (note 12), enabling them to purchase common shares of the Company.

(b)

Warrants outstanding as of October 31, 2001 consist of 15,000 warrants issued in October 1999 as an exercise price of $131.25 per share, warrants expired unexercised in October 2004, and 26,350 warrants issued in May 2000 at an exercise price of $85.90 per share, expiring May 2005.

(c)

On April 4, 2002, the Company completed a private placement of 518,670 units at a price of $6.00 per unit for gross proceeds before expenses $3,112,022.  Each unit was comprised of one common share and three-quarters of one common share purchase warrant.  Each warrant entitles the holder thereof to acquire one common share at a price of $7.20 per common share for a period of up to three years from April 4, 2002.

The following consideration was issued to placement agents in connection with the private placement:  (i) cash consideration of $140,400 plus out-of-pocket expenses of approximately $7,500; (ii) compensation options to purchase up to 23,400 units on the same terms as described above; (iii) 50,000 common share purchase warrants to purchase common shares at prices of $6.00 and $7.20 and expiring on April 2 and 3, 2005; (iv) 18,750 common share purchase warrants to purchase common shares at a price of $0.10 per common share.

On April 8, 2002, the compensation options noted in (ii) above, were exercised and the Company issued 23,400 common shares and 17,550 common share purchase warrants to the placement agents.

On May 8, 2002, upon issuance of the common share purchase warrants noted in (iv) above, the warrants were immediately exercised and the Company issued 18,750 common shares.  The fair value of these warrants in the amount of $110,625 was recorded as share issue costs.

On May 8, 2002, the Company issued an additional 20,000 units at a price of $6.00 per unit for gross proceeds of $120,000.  Each unit was comprised of one common share and three quarters of one common share purchase warrant.  Each common share purchase warrant entitles the holder to purchase one common share at a price of $7.20 for a period of three years from May 8, 2002.

(d)

On January 28, 2003 the Company completed a reverse stock split of its issued and outstanding common shares whereby every ten shares of common stock were exchanged for one share of common stock. All common share amounts in the financial statements have been restated to give effect to the stock split.

(e)

On June 23, 2003, the Company completed a private placement of 5,000,000 common shares at a price of $0.62 per common share for gross proceeds of $3,100,000.

The placement agent exercised its option to receive 500,000 common shares in lieu of its $310,000 fee from the Private Placement.  The placement agent also received 40,000 common shares in lieu of its $24,000 retainer fee to act as placement agent.  Further compensation was issued as a three-year broker cashless exercisable warrant terminating on June 20, 2006 to purchase up to 500,000 common shares of Diversinet at $0.62 per share.  The placement agent has exercised 440,000 in a cashless exercise to receive 304,037 common shares.

(f)

In January 2003, the Company acquired 100% of the outstanding shares of DSS Software Technologies. The purchase price included 120,000 share purchase warrants with a value of $374,040.  The share purchase warrants vest equally on January 2, 2003, 2004 and 2005 and are exercisable at $2.05 per share for five years.

(g)

On September 1, 2003, Diversinet acquired 100% of the outstanding shares of Caradas, Inc. The aggregate consideration was 1,417,500 Diversinet common shares and 200,000 share purchase warrants.  The share purchase warrants are exercisable at $2.45 per share for five years.  During 2004, 100,000 share purchase warrants were cancelled and the remaining warrants were repriced to $0.40.  The share purchase warrants will vest to the holder quarterly over three years.

(h)

Professional services:

The following chart summarizes the activity during the fourteen month period ended December 31, 2003:

|                                          | Compensation options and warrants | Common shares
|----------------------------------------- | --------------------------------- | -------------
|                                          | Number                            | Amount       
|Consulting services (i)                   | 20,000                            | $    42,088  
|Consulting services (ii)                  | 2,500                             | 5,260        
|Business development services (iii)       |                                  |             
|Public relations services (iv)            | 100,000                           | 57,620       
|Warrants exercised (iv)                   | (100,000)                         | (57,620)     
|Advisory board consulting services (v)    | 50,000                            | 59,260       
|Consulting services (vi)                  |                                  |             
|Consulting services (vii)                 | 25,000                            | 39,640       
|Advisory board consulting services (viii) | 25,000                            | 52,508       
|Consulting services (ix)                  | 5,000                             | 19,952       
|                                          | 127,500                           | $  218,708   

(i)

On November 1, 2002 the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a three-year warrant terminating on October 23, 2005 to purchase up to 20,000 of our common shares at $2.60 per share.

(ii)

On November 1, 2002 the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a three-year warrant terminating on October 23, 2005 to purchase up to 2,500 of our common shares at $2.60 per share.

(iii)

On May 14, 2003, the Company entered into an agreement for business development services.  This agreement is subject to certain milestones that if not met may allow Diversinet to terminate the retainer portion of the agreement and /or the entire agreement.  In consideration for the services to be rendered Diversinet will pay a retainer equal to $25,000 per month, which at our discretion may be paid as follows: (i) $25,000 per month in cash, or (ii) $25,000 per month by the issuance of 41,667 common shares per month, or (iii) $20,000 per month in cash and issuance of 8,333 common shares per month.  The Company has elected to pay the first six months by way of 250,000 common shares.

(iv)

On May 14, 2003, the Company entered into an agreement for public relations services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a three-year cashless exercisable warrant terminating on May 12, 2006 to purchase up to 100,000 of our common shares at $0.60 per share and 200,000 common shares, being 16,667 common shares per month for 12 months in regards to the compensation payable by us for these services.  The consultant opted to have a cashless exercise and received 69,099 common shares.

(v)

On July 1, 2003, the Company entered into an agreement for advisory board consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a three-year warrant terminating on June 30, 2006 to purchase up to 50,000 of our common shares at $0.62 per share.

(vi)

On July 1, 2003, the Company entered into an agreement for advisory board consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a five-year warrant terminating on August 1, 2008, vesting equally on a quarterly basis over three years, to purchase up to 25,000 of our common shares at $0.62 per share in regards to the compensation payable by us for these services.

(vii)

On July 17, 2003, the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued 40,000 of our common shares.

(viii)

On August 20, 2003 the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a one-year warrant terminating on August 20, 2004 to purchase up to 25,000 of our common shares at $3.40 per share.

(ix)

On September 1, 2003 the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a two-year warrant terminating on September 30, 2005 to purchase up to 5,000 of our common shares at $2.50 per share.

(a)

On January 20, 2004, the Company completed a private placement of 1,000,000 common shares and 1,100,000 common share purchase warrants for gross proceeds of $2,000,000.  All the warrants expire on January 15, 2007 with 500,000 vesting immediately and exercisable at $2.00 per share, 350,000 vesting on January 15 2005 and exercisable at a price of $2.05 and the remaining 250,000 warrants vesting on July 15, 2004 and exercisable at a price of $2.05 per share.  The later two vestings will become immediate if any one of a number of significant changes occurs within the Company.  During December 2004, the Company repriced the 350,000 warrants vesting on January 15, 2005 to $0.60 in connection with the financing in (j) below).

(b)

On December 20, 2004, the Company completed a private placement of 6,925,000 common shares and 300,000 common share purchase warrants for gross proceeds of $2,650,000.  Each warrant entitles the holder thereof to acquire one common share at a price of $0.40 per common share for a period of up to three years from December 20, 2004.

(c)

Professional services:

The following chart summarizes the activity during the year ended December 31, 2004:

|                                       | Compensation options and warrants | Common shares
|-------------------------------------- | --------------------------------- | -------------
|                                       | Number                            | Amount       
|Advisory board consulting services (i) | 25,000                            | $    45,930  
|Consulting services (ii)               | 72,000                            | 100,574      
|Consulting services (iii)              | 15,000                            | 5,464        
|Consulting services (iv)               | 18,000                            | 22,360       
|Consulting services (v)                | 38,000                            | 3,027        
|Consulting services (vi)               | 100,000                           | 4,810        
|Consulting services (vii)              | 20,000                            | 1,202        
|Cancelled during 2004 (viii)           | (125,000)                         | (374,940)    
|                                       | 163,000                           | (191,573)    

(i)

On January 16, 2004, the Company entered into an agreement for advisory board consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a three-year warrant terminating on January 30, 2006 to purchase up to 25,000 of our common shares at $2.50 per share in regards to the compensation payable by us for these services.

(ii)

On January 31, 2004, the Company entered into an agreement for public relations services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a two-year warrant terminating on January 30, 2006 to purchase up to 72,000 of our common shares at $2.50 per share in regards to partial compensation payable by us for these services.

(iii)

On April 11, 2004 the Company amended an agreement for consulting services dated August 20, 2003.  As additional consideration for the services to be rendered in accordance with the agreement, Diversinet issued a five-year warrant terminating on April 11, 2009 to purchase up to 15,000 of our common shares at $1.90 per share in regards to the compensation payable by us for these services.

(iv)

On May 1, 2004 the Company entered into an agreement for consulting services.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a two-year warrant terminating on May 17, 2006 to purchase up to 18,000 of our common shares at $1.65 per share in regards to the compensation payable by us for these services.

(v)

On September 20, 2004, the Company entered into an agreement for corporate marketing. In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a share purchase warrant terminating on December 31, 2005 to purchase up to 38,000 of our common shares at $0.50 per share in regards to the compensation payable by us for these services.

(vi)

On September 20, 2004, the Company entered into an agreement for internal corporate sales providing development and support for the sales message and strategy.  In consideration for the services to be rendered in accordance with the agreement, Diversinet issued a share purchase warrant terminating on December 31, 2005 to purchase up to 100,000 of our common shares at $0.50 per share in regards to the compensation payable by us for these services

(vii)

On September 22, 2004, the Company entered into an agreement for internal legal services.  In part consideration for the services to be rendered in accordance with the agreement, Diversinet issued a share purchase warrant terminating on January 31, 2006 to purchase up to 20,000 of our common shares at $0.50 per share in regards to the compensation payable by us for these services.

(viii)

Amount related to warrants expiring during the period unexercised.  The value of these warrants has been reclassified to contributed surplus.

1.

Basic and diluted loss per share:

Common shares issuable upon the exercise of options and warrants that could dilute basic loss per share in the future were not included in the computation of diluted loss per share because to do so would have been anti-dilutive for all periods presented.  Anti-dilutive options amounted to 687,686 at December 31, 2004, 783,946 at December 31, 2003 and 739,646 at October 31, 2003 (2002 - 256,979; 2001 - 298,518).  Anti-dilutive warrants amounted to 2,025,404 at December 31, 2004, 905,404 at December 31, 2003 and October 31, 2003 (2002 - 512,904; 2001 - 41,350), respectively.

2.

Interest in joint venture:

On June 4, 2001, the Company entered into an agreement with an Asian company to establish a joint venture to conduct certain of the Companys Asian activities.  Each party holds a 50% interest in the joint venture.  These financial statements reflect the Companys proportionate interest in the joint ventures assets, liabilities, revenue and expenses.  During the second quarter of 2004, the Company received notification from the other joint venture partner of their intent to terminate the joint venture agreement and wind up the joint venture.

The Companys proportionate share of assets and liabilities of the joint venture is $nil as at December 31, 2004 (2003 - $87,716).  During fiscal 2004, the Company recognized revenue of $nil (2003 - $nil) from sales to the joint venture.

3.

Income taxes:

The tax effects of significant temporary differences representing future tax assets is as follows:

|                                                     | December 31  | December 31  | October 31  
|---------------------------------------------------- | ------------ | ------------ | ------------
|                                                     | 2004         | 2003         | 2003        
|Future tax assets:                                   |              |              |             
|Operating loss carryforwards                         | $12,270,399  | $10,813,090  | $10,635,743 
|Capital loss carryforwards                           | 754,249      | 567,607      | 558,094     
|Share issue costs                                    | 109,248      | 121,514      | 119,478     
|Research and development costs                       | 3,365,743    | 2,736,323    | 2,631,275   
|Capital assets, accounting basis less than tax basis | 6,129,204    | 5,706,491    | 5,604,328   
|                                                     | 22,628,844   | 19,945,025   | 19,548,918  
|Valuation allowance                                  | (22,628,844) | (19,945,025) | (19,548,918)
|Net future tax assets                                | $           | $           | $          

In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized.  The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers projected future taxable income, uncertainties related to the industry in which the Company operates and tax planning strategies in making this assessment.

At December 31, 2004, the Company has non-capital losses available for carryforward for Canadian income tax purposes amounting to $30,943,000.  These losses expire in the following fiscal years:

|2005 | 4,584,000    
|---- | -------------
|2006 | 4,468,000    
|2007 | 11,716,000   
|2008 | 3,510,000    
|2009 | 399,000      
|2010 | 4,267,000    
|2011 | 1,999,000    
|     | $  30,943,000

The Company also has non-capital losses available for carryforward for United States income tax purposes amounting to $2,821,000, expiring between 2018 and 2024.

4.

Segmented information:

The Company operates in a single reportable operating segment.  This segment derives its revenue from the sale of secured wireless and identity management solutions and related products and services.  As at December 31, 2004 - 75%, December 31, 2003 - 60% and October 31, 2003 - 60% (78% - October 31, 2002) of the capital assets were located in Canada, 25% (22% - December and October 31, 2003 nil in October 31, 2002) were located in the United States and 0% (18% - December 31 and October 31, 2003 and 22% - October 31, 2002) in Hong Kong.

A summary of sales to major customers that exceeded 10% of total sales and the approximate amount due from these customers during each of the years in the three-year period ended October 31, 2003 and the fourteen month period ended December 31, 2003, are as follows:

|Sales      | Accounts Receivable
|---------- | -------------------
|           | December 31
2004   
|Customer 1 | 17%                
|Customer 2 | 17%                
|Customer 3 |                   
|Customer 4 |                   
|Customer 5 |                   
|Customer 6 |                   

The Company does not consider itself to be economically dependent on any single customer or supplier.

Revenue is attributable to geographic location based on the location of the customer, as follows:

|                                    | Year end
December 31
2004 | Year end
December 31
2003 | Fourteen months
December 31
2003 | Year end
October 31
2002
|----------------------------------- | ------------------------- | ------------------------- | -------------------------------- | ------------------------
|Sales:                              |                           |                           |                                  |                         
|United States                       | $   6,776,505             | $   8,177,989             | $   8,219,149                    | $   17,259              
|Canada                              | 116,525                   | 9,665                     | 9,665                            | 204,159                 
|Other                               | 110,000                   | 70,000                    | 70,000                           | 45,082                  
|Asia                                | 41,858                    | 263,862                   | 263,862                          | 443,750                 
|                                    | $   7,044,888             | $   8,521,516             | $   8,562,676                    | $   710,250             
|Revenue is attributable as follows:
|                                    | Year end
December 31
2004 | Year end
December 31
2003 | Fourteen months
December 31
2003 | Year end
October 31
2002
|Sales:                              |                           |                           |                                  |                         
|Consulting services                 | $   6,716,001             | $   8,192,756             | $   8,202,336                    | $   503,058             
|Licensing                           | 328,760                   | 328,760                   | 360,340                          | 207,192                 
|                                    | $   7,044,888             | $   8,521,516             | $   8,562,676                    | $   710,250             

5.

Commitments and contingencies:

(a)

Litigation:

Management is of the opinion that the claims listed below are without merit and will not materially impact the Company.  As a result, no provision for loss has been made in these consolidated financial statements.

(i)

During fiscal 2000, the Company and its wholly owned Barbados subsidiary, The Instant Publisher Ltd., were sued by a company that alleged that the Company breached a dealer agreement entered into in 1995 by the Companys former printing business and is seeking damages of $1,533,950 and damages of $25,000,000 for loss of reputation and loss of opportunity, pre-judgment and post-judgment interest, and costs.

(ii)

One of the Companys wholly owned subsidiaries is being sued in Bankruptcy Court by a company alleging the subsidiary received preferential payments.  The plaintiff is seeking to receive $328,000.

(iii)

In addition to the above, in the ordinary course of business, the Company and its subsidiaries have legal proceedings brought against them.

(b)

Lease commitments:

Total future minimum lease payments including operating costs are as follows:

|2005 | $   527,969
|---- | -----------
|2006 | 379,639    
|     | $   907,608

6.

Stock incentive plan:

The Company grants options to certain employees, officers, directors and consultants under a share option plan (the Plan), enabling them to purchase common shares of the Company.  The exercise price of an option under the Plan may not be less than the current market price of common shares on the day immediately proceeding the day the share option was granted.  The Plan provides that the number of common shares reserved for issuance under the Plan shall not exceed 1,770,006 common shares (being 2,014,794 options reserved for issuance less 244,788 exercised to date).  These options generally vest on a quarterly basis over three years and expire five years after the date of grant.  As at December 31, 2004, the number of common shares reserved for future issues of stock options amounts to 616,520.

The following table summarizes information about stock options outstanding at December 31, 2004:

|Options outstanding     |                    | Options vested                                     
|----------------------- | ------------------ | ---------------------------------------------------
|Range of exercise price | Number outstanding | Weighted average remaining contractual life  years
|$0.37  $2.45           | 1,077,100          | 3.55                                               
|$3.70  $6.10           | 41,526             | 2.56                                               
|$12.40  $24.06         | 26,460             | 1.43                                               
|$64.69  $96.56         | 8,400              | 0.30                                               
|                        | 1,153,486          | 2.75                                               

Changes for the employee stock option plan during the twelve month period ended December 31, 2004 were as follows:

|                                                               |  | Year ended 2004  |                                 | Year ended 2003
|-------------------------------------------------------------- |  | ---------------- | ------------------------------- | ---------------
|                                                               |  | Number of shares | Weighted average exercise price |                
|Options outstanding, beginning of year                         |  | 1,118,846        | $    5.45                       |                
|Options granted                                                |  | 451,300          | 0.37                            |                
|Options exercised                                              |  | (29,914)         | 0.62                            |                
|Options cancelled                                              |  | (386,746)        | 9.61                            |                
|Options outstanding, end of year                               |  | 1,153,486        | 2.41                            |                
|Options exercisable, end of year                               |  | 717,771          | 2.75                            |                
|Weighted average fair value of options granted during the year |  |                  | $    0.76                       |                

7.

Financial instruments and risk management:

The Company is exposed to the following risks related to financial assets and liabilities:

(a)

Currency risk:

The Company is subject to currency risk through its activities in Canada, United Kingdom, Europe and Asia.  Unfavourable changes in the exchange rate may affect the operating results of the Company.

The Company does not actively use derivative instruments to reduce its exposure to foreign currency risk.  However, dependent on the nature, amount and timing of foreign currency receipts and payments, the Company may enter into forward exchange contracts to mitigate the associated risks.  The Company has not entered into such contracts at December 31, 2004 and 2003.

(b)

Fair values:

The fair values of the Companys financial instruments approximate their carrying amounts due to their short-term nature.

(c)

Credit risk:

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash equivalents, short-term investments and accounts receivable.  Cash equivalents and short-term investments are maintained at high-quality financial institutions.

The Company generally does not require collateral for sales on credit.  The Company closely monitors extensions of credit.  Management assesses the need for allowances for potential credit losses by considering the credit risk of specific customers, historical trends and other information.

Valuation Accounts and Reserves:

|                                | December 31
2004 | December 31
2003  | October 31
2002 
|------------------------------- | ---------------- | ----------------- | ----------------
|Allowance for Doubtful Accounts
|Opening balance                 | $   235,582      | $               - | $              -
|Additions (deductions)          | 15,991           | 235,582           | -               
|Closing balance                 | $   251,573      | $   235,582       | $              -

Additions (deductions) to the allowance to doubtful accounts are charged to the income statement through the bad debt expense as part of the general and administrative account.

8.

Related party transactions:

Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount established and agreed to by the related parties.

A member of the Companys advisory board, and subsequent to year end, the Board, received consideration relating to services performed during the year of 1,100,000 share purchase warrants (750,000 exercisable at $2.05 and 350,000 exercisable at $0.60 per common share) valued at $1,593,710 as well as 300,000 common shares and 300,000 share purchase warrants (exercisable at $0.40 per common share) valued at $97,140 relating to private placements (note 6i and 6j).

9.

Reconciliation of Canadian and United States generally accepted accounting principles (GAAP):

The consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles.  Material differences between Canadian and United States generally accepted accounting principles are described below.

|                                              | December 31
2004 | December 31
2003 | October 31
2003 | October 31
2002
|--------------------------------------------- | ---------------- | ---------------- | --------------- | ---------------
|Share capital:                                |                  |                  |                 |                
|Canadian GAAP                                 | $52,445,135      | $49,191,482      | $49,201,868     | $40,677,545    
|Elimination of reduction
of share capital (a) |                  |                  |                 |                
|30,089,054                                    | 30,089,054       | 30,089,054       | 30,089,054     
|U.S. GAAP                                     | $82,534,189      | $79,280,536      | $79,290,922     | $70,766,599    
|Deficit and comprehensive loss:               |                  |                  |                 |                
|Canadian GAAP                                 | $(49,185,491)    | $(41,481,762)    | $(40,697,816)   | $(35,863,688)  
|Elimination of reduction                      |                  |                  |                 |                
|of share capital (a)                          | (30,089,054)     | (30,089,054)     | (30,089,054)    | (30,089,054)   
|Compensation expense (b)                      | (991,696)        | (991,696)        | (991,696)       | (991,696)      
|Compensation expense (b)                      | 577,549          |                 |                |               
|Stock Based Compensation (b)                  | 186,887          |                 |                |               
|U.S. GAAP                                     | $(79,501,805)    | $(72,562,512)    | $(71,778,566)   | $(66,944,438)  
|Consolidated statements of loss:              |                  |                  |                 |                
|Loss under Canadian GAAP$                     | $(7,516,842)     | $ (4,958,701)    | $ (4,834,128)   | $(4,064,673)   
|Compensation expense (b)                      | 577,549          |                 |                | (35,052)       
|Loss under U.S. GAAP                          | $(6,939,293)     | $(4,958,701)     | $(4,834,128)    | $(4,099,725)   
|Basic and diluted loss per share              |                  |                  |                 |                
|under U.S. GAAP                               | $(0.57)          | $(0.71)          | $(0.85)         | $(1.38)        
|                                              |                  |                  |                 |                
|Loss under U.S. GAAP                          | $ (6,939,293)    | $(4,958,701)     | $(4,834,128)    | $(4,099,725)   
|Other comprehensive loss                      |                  |                  |                 |                
|(income) being cumulative                     |                  |                  |                 |                
|translation adjustment (c)                    |                 | (477,210)        | (490,602)       | (1,936,534)    
|Comprehensive loss under                      |                  |                  |                 |                
|U.S. GAAP                                     | $ (6,939,293)    | $(5,435,911)     | $(5,324,730)    | $(6,036,259)   

(a)

Share capital and deficit:

On March 1, 1999, the shareholders approved a resolution to reduce the stated capital of the Company by $30,089,054 to eliminate the deficit as at October 31, 1999.  Under Canadian GAAP, a reduction of the carrying amount of share capital of outstanding common shares is allowed with a corresponding offset to deficit.  This reclassification, which the Company made in 2000 to eliminate the deficit that existed at October 31, 1999, did not meet the criteria specified by U.S. GAAP and results in an increase to share capital with a corresponding increase in deficit of $30,089,054.

(b)

Options to consultants:

(i)

Effective November 1, 2002, the Company adopted the new CICA Handbook section 3870, Stock-Based compensation and Other Stock Based Payments.  As a result, the Company has recognized compensation expense on options issued to consultants in the current period.  This resulted in no U.S. GAAP differences in 2004 and 2003.  Prior to the adoption of 3870, the company did not recognize compensation expense when stock or stock options were issued to consultants.  Any consideration paid on exercise of stock options or purchase of stock was credit to share capital.  As a result of stock-based compensatory events that occurred prior to the adoption of CICA 3870, deficit under Canadian GAAP is $991,696 lower than the deficit recorded under U.S. GAAP.

(ii)

Effective January 1, 2004 Canadian GAAP requires the Company to estimate the fair value of stock-based compensation granted to employees and to expense this amount over the estimated vesting period of stock options.  This standard was adopted retroactively without restatement and the fair value of stock options granted to employees since the beginning of fiscal 2003 was determined and an adjustment of $186,887 representing the expense for fiscal purposes, the Company follows the intrinsic value method and no stock based compensation was recorded as the exercise price on stock options granted to employees was the same as the market price at the date of grant. During the year ended December 31, 2004, the Company recorded compensation expense for CDN GAAP of $503,148 relating to employee stock options for which there was no corresponding expense under the US GAAP.

(a)

Other comprehensive loss (income):

FASB Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (SFAS 130) requires disclosure of comprehensive income, which includes reported net income as adjusted for other comprehensive income.  Other comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.

(d)

Interest in joint venture:

Canadian GAAP requires the proportionate consolidation of interests in joint ventures.  Proportionate consolidation is not permitted under U.S. GAAP and interests in joint ventures are accounted for on the equity basis.  However, as allowed by the Securities and Exchange Commission (SEC), reclassification is not required in a SEC filing when specified criteria are met and information disclosed.  These criteria have been met and the information is disclosed in note 8.

Although the adoption of proportionate consolidation has no impact on net earnings or shareholders equity, it does increase assets, liabilities, revenue, expenses and cash flows from operations from those amounts otherwise reported under U.S. GAAP.

(e)

Short-term investments:

Short-term investments consist of corporate debt securities.  For U.S. GAAP purposes, the Company classifies its debt securities as available-for-sale, which are recorded at fair value.

Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income until realized.  Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.  During the periods presented, there have been no unrealized holding gains or losses on short-term investments.

A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value.  The impairment is charged to earnings and a new cost basis for the security is established.

(f)

Notes to consolidated financial statements:

In order to comply with U.S. GAAP, the following notes to the consolidated financial statements would need to be added:

(i)

Stock-based compensation plan:

Under U.S. GAAP, for any stock options with an exercise price that is less than the market price on the date of grant, the difference between the exercise price and the market price on the date of grant is recorded as compensation expense (intrinsic value-based method).  As the Company grants stock options at the fair market value of the shares on the day immediately preceding the date of the grant of the options, no compensation expense is recognized under the intrinsic value-based method.

SFAS No. 123, Accounting for Stock-Based Compensation, requires pro forma disclosures of net income and earnings per share, as if the fair value-based method as opposed to the intrinsic value-based method of accounting for employee stock options had been applied.  The disclosures in the following table show the Companys loss for the year and loss per share on a pro forma basis using the fair value method as determined by using the Black-Scholes option-pricing model.  Assumptions used when valuing the options at their date of grant using in the Black-Scholes option pricing model include: risk-free interest rate of 3.092%, estimated life of three years, expected divided yield of 0% and volatility of 150%.

|                                 | December 31
2004 | December 31
2003 | October 31
2003 | October 31
2002
|-------------------------------- | ---------------- | ---------------- | --------------- | ---------------
|Loss under U.S. GAAP             | $   (6,939,293)  | $   (4,958,701)  | $  (4,834,128)  | $   (4,099,725)
|Compensation expense             | 1,529,532        | 1,281,680        | 1,283,886       | 4,258,204      
|Pro forma loss under             |                  |                  |                 |                
|U.S. GAAP                        | (8,468,825)      | (6,240,381)      | (6,118,014)     | (8,357,929)    
|Pro forma loss per common share: |                  |                  |                 |                
|Basic and diluted                | (0.70)           | (0.89)           | (1.07)          | (2.81)         
|Weighted average number of       |                  |                  |                 |                
|common shares                    | 12,144,565       | 7,022,447        | 5,715,423       | 2,971,692      

(ii)

Recent accounting pronouncements:

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities which requires companies to recognized costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan.  SFAS No. 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.  The Company does not believe that adoption of SFAS No. 146 will have a material effect on its results of operations and financial position.

In December 2001, the Accounting Standards Board in Canada issued CICA Handbook Section 3870 Stock-Based Compensation and Other Stock-Based Payments.  This section establishes standards for the recognition, measurement, and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services provided by employees and non-employees.  It applies to transactions in which shares of common stock, stock options, or other equity instruments are granted or liabilities incurred based on the price of common stock or other equity instruments. The Company will adopt Section 3870 for its fiscal year beginning November 1, 2002.  The adoption of this standard will not have a material impact on the Companys financial position or results of operations.

In January 2003, the FASB issued interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46).  Its consolidation provisions are applicable for all newly created entities created after January 31, 2003, and are applicable to existing variable interest entities as of the beginning of the Companys fiscal year being January 1, 2004.  With respect to entities that do not quality to be assess for consolidation based on voting interests, FIN 46 generally requires a company that has variable interests that will absorb a majority of the variable interests expected losses if they occur, or both, to consolidate that variable interest entity.  For periods prior to FIN 46s effective date, certain disclosures will be required if it is reasonably possible that the Company will have a significant variable interest in or be the primary beneficiary of a variable interest entity when FIN 46 guidance if effective.  The adoption of this standard will have no material impact on its financial results or operations or cash flows.

1.

Subsequent events:

In February 2005 DSS completed an asset sale agreement whereby it sold the majority of its current assets, capital assets, current liabilities, consultant and customer accounts for $250,000.  Diversinet also entered into a guarantee agreement with respect to the asset purchase agreement whereby Diversinet will provide an indemnification for DSS obligations to the purchaser.  As part of the guarantee agreement, Diversinet is entitled to a five year annual guarantee fee of up to $120,000 per year based on certain gross profit and net profit criteria of the purchaser.



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