UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F ANNUAL "REPORT

FISCAL YEAR ENDED 9/30/2003



REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934



OR



XXX

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934



OR



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to



Commission file number 0-28810



PYNG TECHNOLOGIES CORP".

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



#7-13511 Crestwood Place, Richmond, British Columbia V6V2E9

(Address of principal executive offices)



Securities to be registered pursuant to Section 12(b) of the Act:

None



Securities to be registered pursuant to Section 12(g) of theAct:

Common Shares, without 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 theissuer's

classes of capital or common stock as of the close of theperiod

covered by the annual report.

9,069,974



Indicate by check mark whether

the registrant (1) has

filed all

reports required to be filed

by Section 12 or 15(d)

of the

Securities Exchange Act of 1934

during the preceding

12 months (or

for such shorter period that the

registrant was required to file such

reort), and (2) has been subject to such filing requirements for the

past ninety days.

Yes XXX No



Indicate by check mark which financial statement item the registrant

has elected to follow:

Item 17 XXX

Item 18



Page 1 of 67

Index to Exhibits on Page 50





---



PYNG TECHNOLOGIES CORP.

TABLE OF CONTENTS



PART I



Item 1.

Description of Business

3

Item 2.

Description of Property

17

Item 3.

Legal Proceedings

18

Item 4.

Control of Registrant

19

Item 5.

Nature of Trading Market

20

Item 6.

Exchange Controls and Other Limitation

Affecting Security Holders

22

Item 7.

Taxation

23

Item 8.

Selected Financial Data

31

Item 9.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

39

Item 10.

Directors and officers of the Registrant

40

Item 11.

Compensation of Directors and officers

41

Item 12.

Options to Purchase Securities from Registrant

or Subsidiaries

43

Item 13.

Interest of Management in Certain Transactions

44

PART II

Item 14.

Description of Securities to be Registered

48

PART III

Item 15.

Defaults Upon Senior Securities

48

Item 16.

Changes in Securities and Changes in Security

for Registered Securities

48

PART IV

Item 17.

Financial Statements

48

Item 18.

Financial Statements

Item 19.

Financial Statements and Exhibits

49



2





---



PART I



ITEM 1. DESCRIPTION OF BUSINESS



Introduction

Pyng Technologies Corp. (hereinafter, together with its subsidiary, is also referred to as the "Company" and/or the "Registrant") is engaged primarily in the exploitation of its technology for intraosseous infusion. The Company's principal product is designed for emergency medical technicians in the pre­hospital environment, military, medics, emergency physicians, on hospital carts and for other emergencies where fast, reliable and easy access to the adult vascular system in desired or required. This business is carried on through the 100%-owned subsidiary, Pyng Medical Corp.

The Company's current focus is primarily on the develop­ment, sales and marketing of the F.A.S.T.1  intraosseous infusion technology, the Company is now starting togenerate material revenue from  products related to this technology.

The Company's head office is located at: #7-13511 Crestwood Place, Richmond British Columbia Canada V6V2E9. The contact person is Michael W. Jacobs, President/CEO/Director. The telephone number is (604 303 -7964; and the facsimile number is (604) 303-7987.

Pyng Medical Corp. ("Pyng Medical"); 100% owned; Incorporated 12/2/92 in British Columbia, Canada.



The Company's authorized capital includes

100,000,000

common

shares without par value; and as of 9/30/03, the end of the

Company's most recent fiscal year, there were  common

shares issued and outstanding 9,069,974

The Company's common shares trade on the Vancouver Stock Exchange with the symbol "PYT" and on the NASD Electronic Bulletin Board with the symbol "PYNGF".

The information in this Annual Report is current as of 09/30/2003, unless otherwise indicated.



3





---



The Company's consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with US GAAP except as noted in the notes to the financial statements.



Herein, all references to "$ and "CDN$" refer to Canadian Dollars; and all references to "US$" refer to United States Dollars. Herein, all references to common shares refer to the Company's common shares without par value.



The

value of the US Dollar in relation to the Canadian Dollar

as of 09/30/03was 1.31.



Historical Corporate Development

The Company was incorporated under the laws of the Province of British Columbia on 10/15/86 in the name of 316018 B.C. Ltd. On 11/20/86, the Company changed its name to Pyng Technologies Corp.



The Company completed its initial public offering on the Vancouver Stock Exchange, on 5/10/88. The Company raised $765,738 (net of commissions), issuing 661,250 common shares.



Since incorporation in 1986, through Canadian Custom, the Company has been in the business of manufacturing extruded, molded plastic products. Currently, all of the Company's revenues are generated by Canadian Custom.



Through Pyng Medical Corp., in 1993 the Company acquired an exclusive worldwide license from the Board of Regents of the University of California to an intraosseous infusion system, the process of injecting fluids directly into the bone marrow. Over eveloping the technology. During this process the Company researched and developed clinical test procedures for the University of California license and determined that the device which was the subject of the license would not pass the rigorous requirements of the U.S. FDA for safety and effectiveness.



The Company continued its research and developed a new intraosseous infusion system which was granted a stand-alone patent in the United States (#5,312,364). (Refer to "Patents/ Trademarks/Proprietary Protection" further in this section.) This patent is not connected in any way with the University of California, and was assigned to Pyng Medical Corp. by its inventor Michael W. Jacobs, President of the Company and of Pyng Medical Corp.



4





---



The product currently being developed by the Company, the Pyng F.A.S.T.11device (First Access for Shock and Trauma) has as its basis the U.S. patent describe above and assigned to the Company by Michael Jacobs. The Company has, with the mutual consent of the University of California, canceled the exclusive license with the University of California pursuant to the 1993 agreement, an ' d the Company is now concentrating all of its development efforts on the F.A.S.T.' system. Additional patents and improvements to patent #5,312,364 are pending but they are not necessary for the manufacture or use of the F.A.S.T.Tm system.



Pyng Medical Corp. has received U.S. FDA approval (#970380-510K) as well as Canadian Health Protection Branch approval to market the F.A.S.T.Tm system for intraosseous infusion in North America. The F.A.S.T.Tm system will allow pre-hospital emergency care practitioners to hydrate victims who otherwise could not be given life saving drugs and fluids due to collapsed veins or rapid blood loss. As of early 1999, management believes that the F.A.S.T.Tm system is the only system approved by the U.S. FDA for intraosseous infusion in adults,in emergency situations.



As noted above, the Company has generated all of its revenue from the operations of its Canadian Custom subsidiary; but, has reported net losses resulting from general expenses and the research/development expenditures in developing products for Pyng Medical. The Company has sustained itself during the last several years through the sale of equity capital, including common shares and convertible debentures. During Fiscal 2003, 1998, 1997, 1996, 1995, and 1994, the Company raised $167,000, $1,808,326; $777,600; $264,917; $169,000; and $14,777, respectively through the sale of equity capital.



---



---





The Company, through its wholley owned subsidiary, Pyng Medical Corp., has developed what it believes is the first intraosseous infusion system designed for adult emergencies.



The original product was developed through technology licensed from the University of California; the Company cancelled this license and has developed and patented its own device. The principal product, which is based on the totally new patent owned by the Company, has been trademarked the F.A.S.T.1 (First Accessf or Shock and Trauma) The F.A.S.T.1is designed for use by emergency physicians, on hospital carts and for other emergencies.



Characteristics of the F.A.S.T.1mSystem:

a)

Within 30 seconds of initiating the procedure the system achieves vascular access through the sternal bone marrow;

b)

Within jO seconds the system achieves effective infusion (i.e. device connected to a fluid source and fluid flowing at an optimum rate);

c)

Within 60 seconds of achieving infusion the system infuses standard doses of approved cardiovascular drugs (ie epinephrine or sodium bicarbonate);

d)

The system infuses normal saline at up to 60 ml/min, HSD (hypertonic saline/dextrose) at up to 50 ml/min, and SSD (saturated saline/dextrine) at up to 25 ml/min.;

e)

Within five minutes of achieving optimum flow rate, the system infuses a sufficient volume of fluids to replace 1-3 liters of lost blood; and

f)

the system can be left in place for up to 24 hours to facilitate further infusion of drugs or volume replacement fluids.







---



Marketing Strategy



The F.A.S.T.11system will be sold into the same market that standard intravenous needles and catheters are sold. Total North American sales of these products are estimated at nearly $200 million by Company management. The vascular access market is a large and rapidly growing segment of the emergency health care market.



The largest and most accessible markets have been defined by independent consultants, Ference Weicker and Associates of Vancouver, British Columbia. Their 1994 study specifically addressed the size of the target markets as represented by the number of units which could be used if the device were approved and available then.



The F.A.S.T.1System is part of a competitive market consisting of all emergency vascular access systems. In North America, nearly five million pre-hospital civilian emergency intravenous treatments take place each year. Of these, somewhat less than 10% are unsuccessful. The base market size that the Company's system could be used in over 450,000 civilian emergencies per year. The majority of these situations consist of cardiac arrest and severe trauma. When including military and hospital usage, there is a total North American demand of about three-quarters of a million units per year.



Pre-commercial market field trials started in September 1997. The Company received a grant of $98,845 from the British Columbia Science Council to conduct field trials. These have begun at Royal Columbian Hospital, St. Paul's Hospital, and at the B.C. Ambulance Service, all in British Columbia.



The Company has also undertook field trials at the trauma center in Baltimore, Maryland, at the University of Maryland Medical Center. In addition, the University of Maryland Medical School offered to coordinate a multi-site trial that involved about a dozen sites in the United States.



Ethical approval has been received in Canada through the University of British Columbia and in the United States by the University of Maryland Medical Center.



Commercial sales of the F.A.S.T.1wintraosseous infusion system  started in October of 2000 after completion of the field trials.;





8





---



Target Markets

Based on the market research undertaken, there exists a market for the Company's intraosseous infusion system in instances where peripheral intravenous access is not possible. Some of the patient conditions where this occurs include cardiac arrest, severe trauma, seizures, burns, diabetes, and IV drug users. In particular, the Company's intraosseous device is ideally suited when intravenous access is not possible due to collapsed veins or when the time required to transport the patient is considerable. By using the Company's system to supply essential fluids to these patients, patient outcomes will be improved as well as fatalities can be prevented.



There are three main markets for the Company's adult intraosseous infusion system: hospitals, pre-hospital and military. Of these markets segments, the pre-hospital and military market segments will be pursued initially because of their size, a greater demand associated with emergency situations, and the lack of quick and effective alternative emergency procedures to intravenous infusion.



Hospitals.

Attempts to establish venous access, even by the most­

skillful team or crash (resuscitation) team may result in the

loss of valuable time and the postponement of life-saving

treatment. The potential for the F.A.S.T.1 deviceconsists

primarily of situations where intravenous access is difficult.

The market survey determined that approximately 6.7 million

patients were handles by hospitals in Canada and the United

States annually that experienced difficulties in establishing

emergency IVs in the past. The hospital market consists of

approximately 6,360 hospital emergency rooms and over 70,000

crash carts

located in hospital wards throughout North America.



While the hospital market does offer potential, the proportion of unsuccessful IV's is lower in hospital as compared to pre­hospital and military situations. The rationale for this is that hospitals have more skilled personnel and difficulties in establishing IV's are correspondingly reduced. However, because of the importance of hospital trauma teams in emergency situations, and the importance of their input in developing emergency protocol in general, the Company has begun formulating plans for a trauma advisory committee. The Company believes that this committee will be influential with progressive trauma team doctors.





9





---



Pre-Hospital Market.The pre-hospital market in North America is made up of over 40,000 ambulances in the United States and 3,600 in Canada (and over 100,000 worldwide). Most of the EMS representatives contacted as part of the marketing survey indicated that if the Company's adult intraosseous infusion system became an accepted practice in their jurisdiction that they would carry one intraosseous device in each ALS emergency vehicle. This translates into a potential market of 43,000 units for initial paramedic inventory. Actual annual usage would be far greater given the estimate that approximately five million IV's are established by emergency medical technicians throughout the United States and Canada each year. The market survey estimated that the number of patients where IV attempts have been unsuccessful is approximately 10% of the total number of IV's successfully established, and that the vast majority of these patients suffered either a cardiac arrest or a trauma related accident. Consequently, this failure to establish an IV results in an estimated 450,000 situations where the patient is transported without an IV being established. In addition, a large number of these failures is made up of the 600,000 people who die each year from cardiac arrest of which 50% die before reaching the hospital.



Military.The military market segment consists of two major components: first, the purchase of an initial supply of intraosseous devices for each medic and other personnel involved in emergency medical treatment in the military; and second, the replenishment of these initial inventories when they are used to treat the wounded in battle situations. The size of the military market is therefore difficult to quantify because the total number of units will be directly related to whether or not there are military conflicts. However, by way of example, during the Gulf War, had the 13,000 medics and 26,000 combat lifesavers been equipped with six and three intraosseous units respectively, a total of 160,000 intraosseous devices would have been required. The United States Special Operations Command is now useing the F.A.S.T.1 System in Afghanistan and Iraq.



10





---



Sales Strategy

A different sales strategy is required for each market because of the manner in which the buying decision is made. In the military market, the purchase of medical devices is centralized whereas in the civilian hospital and pre-hospital markets most purchase decisions are made by the individual hospital or ambulance company.



Hospital Market.The two options that exist for distribution to the hospital market are a dedicated company sales force or distributors of medical equipment and hospital supplies. The Company has decided to use medical distributors in order to reduce the size of sales force and the costs to maintain this sales force to distribute to over 7,000 hospitals throughout North America. The Company's technical sales support staff will ensure that not only are the distributors and their sales staff fully trained but they will also provide in-field training for paramedic associations, ambulance companies, and hospital staff.



Pre-Hospital Market.The pre-hospital market, like the hospital market, is very broad, with no central buying group. For that reason, the Company will use distributors specializing in selling to pre-hospital emergency care providers.



Military Market.The Company will employ an individual experienced in the selling of medical products to the military and the military procurement procedures. This individual will be responsible for worldwide sales of the F.A.S.T.1to the military market and will be assisted by members of the Company's advisory board. During the preliminary approval by the US Army a number of major distributors of medical products indicated a very strong interest in the F.A.S.T.1system and would like to be considered for distribution rights now that FDA approval under a 501(k) approval has been received.





---



Patents/Trademarks/Proprietary Protection

The Company has developed a intraosseous infusion system which was granted a stand-alone patent in the United States (#S, 312, 364) . This patent was assigned to Pyng Medical Corp. by its inventor Michael W. Jacobs, President of the Company and of Pyng Medical Corp.



The product currently being developed by the Company, the Pyng F.A.S.T.1device (First Access for Shock and Trauma) has as its basis U.S. patent #5,312,364, and the Company is now addressed a new patent #5817052 and #6761726

European patents #0869824  and Canadian is #2240740 Mexican #208759 with other patents pending.

concentrating all of its development efforts on the F.A.S.T.TM system. Additional patents and improvements to patent #5,312,364 are pending but they are not necessary for the manufacture or use of the F.A.S.T.Tm system.



F.A.S.T.1is also trademarked under file #74487559.



The Company's patents are is fully protected in the United States/Europe/Canada/and Mexico and.has been submitted to the international Patent Treaty organization for protection in the countries covered under that body. Approval in all areas covered by the Patent Treaty organization cannot be guaranteed until such time as the patent and the patent's pending have cleared in all countries covered under the treaty, a process which is not yet completed. In addition, Pyng Medical Corp. must file individually for patent protection in countries not parties to the Patent Treaty Organization in order to gain patent protection. Lack of clearance in the Patent Treaty Organization countries or lack of the Company filing in other countries will limit the patent protection afforded Pyng Medical



---



Market Competition

Adult intraosseous infusion in the sternal site is currently not performed as an established protocol in the medical community either in the hospital or pre-hospital environment. This is because there are no devices available that are simple to use, can compensate for the various thickness of adult tissue, pierce the bone marrow to the correct depth, not interfere with the performance of CPR, establish access to the vascular system and fluid flow within ninety seconds, and remain in place during movement of a victim in an emergency situation.



The reason the Company believes that adult intraosseous infusion is not currently performed in the sternal site is:

a)

intravenous access has evolved as the accepted protocol since the early 1940's and research on intraosseous infusion did not focus on its uses as a substitute or secondary method of infusion, but rather the medical community focused on a number of competitive medical procedures outlined below;

the medical community has developed very little research data on the sternal site as a location for accessing an adult's vascular system;

b) simple performing research on the sternal location (the F. A. S. T. 1 access site), using the intraosseous needles available in the market, would not lead to the process becoming an accepted protocol in medical emergencies.



Market competition includes: a) Suppliers of intraosseous needles; and b) Competitive procedures and equipment.



Existing intraosseous needles are currently marketed for bone marrow aspiration, tibia usage, and pediatric usage. In the market survey, intraosseous infusion was viewed as a second or third line of treatment in both the hospital and pre-hospital environment. Competing second/third line treatment includes intravenous cannulas, pneumatic antishock garments, and scalpels/ hemostats/catheters for venous cut down.

13





---



Regulatory Affairs



Manufacturing

The Company is currently engaged in all aspects of the regulatory approval and Good Manufacturing Practices (GMP) processes (both mandatory and voluntary) necessary to achieve full compliance with all international certification standards for the Company's products.



Pyng Medical Corp. has received U.S. FDA approval (#970380-510K) as well as Canadian Health Protection Branch approval to market the F.A.S.T.Tmsystem for intraosseous infusion in North America.



The Company has initiated the process, and succesffuly filed for qualification under the European ISO 9001 standards. The Company intends to comply with filing, protocol and registration requirements within each target country and each target market.



Clinical

Extensive clinical trials under careful controlled conditions have already been conducted on sternal intraosseous infusion with support from the US Army. Most have been conducted in the United States, Mexico, and Brazil. Bone aspiration needles were used and no apparent increased risks of complication were reported in any of these trials.



Testing and analysis of the Company's product have been ongoing at a multitude of emergency medical sites. The principal research and development contractor has been the British Columbia Institute of Technology under the direction of Dr. David Johnson, Director of Health Applied Research and Development, with input from the Company's engineering staff and the British Columbia Paramedic Academy.



Cadaver and live animal studies have been done in accordance with all ethical codes and have been invaluable in providing confirmation on the effectiveness of the F.A.S.T.1design as its has evolved.



Pre commercial market field trials started in September 1997. The Company received a grant of $98,845 from the British Columbia Science Council to conduct field trials. These have begun at Royal Columbian Hospital, St. Paul's Hospital,, and at the B.C. Ambulance Service, all in British Columbia.



The Company conducyed field trials at the trauma center in Baltimore, Maryland, at the University of Maryland Medical Center. In addition, the University of Maryland Medical School has  coordinated a multi-site trial that has involve about a dozen sites in the United States.



14





---





U.S Military Trials

The U.S. military recently conducted clinical trials on over 800 patients to test the effectiveness of sternally infused volume expanding fluids. Volume expanding fluids enhance patient outcome by drawing fluids from other human tissues, causing a plasma volume increase of up to 3-fold in under ten minutes. Resuscitating a patient with normal saline solution through intravenous therapy can take up to 37 minutes. The specific fluid infused was HSD. The research demonstrated that patient outcomes were improved due to the intraosseously infused fluids. There was relatively little or no difference in absorption rates between the intravenous method and intraosseous infusion. Furthermore, these same trials reaffirmed other studies by illustrative that myocardial (muscular functions of the heart) functions increased, blood pressure increased (which led to a rise in organ blood flow), acid base was restored, urine output rose, and there were noticeable improvements in neurological functions; all within five minutes of initiating the procedure. The US Military has adopted the F.A.S.T.1 System for Special Operation and the product has been deployed in Afghanistan and Iraq during 2003



U.S. FDA Approval

The Company's 510(k) application with the US FDA (based on substantial equivalence to existing intraosseous pediatric and bone aspiration techniques) has been approved and received (#K970380) as of 4/15/97, giving the Company the ability to begin initial sales and testing. This approval determined that the Company's F.A.S.T.1Intraosseous Infusion System device is substantially equivalent to devices marketed in interstate commerce prior to S/28/76, and therefore the Company can market the device subject to the general control requirements for annual registration, listing of devices, good manufacturing practice, labeling, and prohibitions against misbranding and adulteration.



Canadian Health Protection Branch Approval

In March 1997 the Company received Canadian Health Protection Branch approval to market the F.A.S.T.1system in Canada.







---



Significant Suppliers and/or Customers

The Company has begun to mass market the F.A.S.T.1system effective October 2000



Research and Development Activities

During Fiscal 2003the Company expended $104,000 on research and development efforts, primarily for  engineering and testing of the F.A.S.T. product



Under Canadian GAAP, all research and development and related administrative costs are capitalized until a marketable product is developed; upon the commencement of commercial production the accumulated capital costs will be amortized over future periods based upon revenues earned.



Under US GAAP, these costs are expensed in the period incurred.



USA vs. Foreign Sales/Assets

During Fiscal 2003

all of the Company's

revenue was generated in the United States.

At 09/30/2003, all assets were

located in Canada.

Employees

At 09/30/2003, the Company operated with the services of its

Directors, of which one is also an Executive Officer, and eleven

additional employees/consultants. There is no collective

bargaining agreement in place.





16





---



ITEM 2. DESCRIPTION
OF PROPERTY



The Company leases manufacturing and office facilities at # 7- 13511 Crestwood Place, Richmond, British Columbia V6V2E9 for administrative and investor relations efforts. The Company also houses its marketing operations from this location.



This 6,000 square foot facility includes a fully-equipped, class 10,000 clean room manufacturing facility and  design engineering and manufacturing capability which specializes in the manufacture and assembly  for the F.A.S.T.1will be coordinated from these facilities.



The company has coordinated the sourcing and testing of raw materials, and the manufacture, of the F.A.S.T.1device from its own manufacturing facilities. In this way, the Company's financial and human resources will be deployed to develop derivative products, and marketing support.



The assembly, testing, sterilization and packaging (including warnings, disclaimers, indemnification, instructions and labeling) for the F.A.S.T.1will also be contracted out. The Company has developed a short list of qualified medical device injection molders and assemblers which have the required FDA/GMP standards along with ISO 9002 certification and the UK Medical Device certification. These contracting facilities produce component parts for Pyng  Medical  Corp under our stricked guidelines



The Company conducts research and development, prototype engineering and testing at its own facilities located at #7-13511 Crestwood Place , Richmond, B.C. Canada.







17





---



ITEM 3. LEGAL PROCEEDINGS



In 1989 Pyng Technologies Corp. and Pacific Unicorn (now Bio-Pak Industries Inc.) were sub-licensees under an agreement between the University of California and BioLogix Inc., which had acquired the license for the University of California patent for intraosseous infusion. The terms of the sub agreement allowed Pyng and Pacific Unicorn to correct any deficiencies left by BioLogix, if BioLogix failed to meet the terms of the license agreement. In 1992, when BioLogix failed to meet the terms, the University of California canceled the license and entered into an option agreement with Pyng and Pacific Unicorn to acquire the license. In 1993, upon formation of Pyng Medical Corp. (at the time 60% owned by Pyng Technologies and 40% by Bio-Pak Industries) the University of California entered into a license agreement with Pyng Medical Corp. for the same technology originally licensed to BioLogix.



A law suit was initiated against BioLogix on 2/23/1993 in the Supreme Court of British Columbia by Bio-Pak Industries and Pyng Technologies Corp., to recover $300,000 that was advanced to BioLogix to spend on development of the University of California patent.



Pyng Medical Corp. and Bio-Pak Industries are named in a counter claim, started by BioLogix Inc. The counter claim is for damages for lost investment to date, loss of business goodwill, and for future revenues and sales.

Recently, the parties have preliminarily agreed to drop both suits and each party will be responsible for their own related expenses.



Other than discussed above, the Company knows of no material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation. other than discussed above, the Company knows of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.





18





---



ITEM 4.
CONTROL OF REGISTRANT



The Registrant is a publicly-owned Canadian corporation, the shares of which are owned by Canadian residents, United States residents, and residents of other countries. The Registrant is not controlled directly or indirectly by another corporation or any foreign government, except as disclosed below.



As of 09/30/2003, the only persons/companies known to the Registrant to be the beneficial owner of more than ten percent (10%) of the outstanding common shares of the Registrant was Michael Jacobs, whose holdings are discribed in Table No. 1.



Table No. 1 lists as of 09/30/2003 all Directors and Executive officers who beneficially own the Registrant's voting securities and the amount of the Registrant's voting securities owned by the Directors and Executive officers as a group.



Table No. 1

Shareholdings of Directors and Executive Officers



Title

Amount and Nature

Percent

of

of Beneficial

of

Class

Name of Beneficial Owner

ownership

Class #

Common

Michael W. Jacobs (1)

4,077,832

40.7%

Common

Pawel Lukowski (2)

176,522

1.7%

Total Directors/Officers

4,224,354

42.5%



(1) 3,000,000 shares are escrowed property shares where release

from escrow is controlled by Canadian regulatory authorities,

refer to ITEM #14. 550,000 shares are escrowed principal

shares where release from escrow is controlled by Canadian

regulatory authorities, refer to ITEM #14.



.



(



19





---



ITEM 5.
NATURE OF TRADING MARKET



The Company's common shares trade on the Vancouver Stock Exchange in Vancouver, British Columbia, Canada, having the trading symbol PYT.The shares began trading in April 1988 and have CUSIP# 746908-10-2



The Company's common shares trade on the NASD Electronic Bulletin Board in the United States having the trading symbol "PYNGF". The shares began trading in May 1998 and have CUSIP# 746908-10-2.



Table No. 2 lists the volume of trading and high, low and closing sales prices on the Vancouver Stock Exchange for the Company's common shares for the last two fiscal years. The closing price on 09/30/03.



|Table
      No. 2                                    
|-----------------------------------------------------
|Vancouver
      Stock Exchange Stock Trading Activity
|Canadian                                             
|Quarter                                              
|9/30/03                                              
|6/31/03                                              
|3/30/03                                              
|12/31/02                                             
|9/30/02                                              
|6/30/02                                              
|                                                     



|Table
      No. 3                   
|------------------------------------
|NASD
      Electronic Bulletin Board
|Stock
      Trading Activity        
|Quarter                             
|9/30/03                             
|3/31/03                             









20





---



The Company's common shares are issued in registered form. R-M Trust Company (located in Vancouver, British Columbia, Canada) is the registrar and transfer agent for the common shares.



On 09/30/03, the shareholders' list for the Company's common shares showed 99 registered shareholders and 9,921,922 shares outstanding. Thirty-Five (3S) of these registered shareholders were U.S. residents, holding 1,267,392 shares or 13% of the outstanding shares.



The Company has researched indirect holdings and estimates that there were about 150 "holders of record" resident in the United States, holding the above shares.



Based on the above research and other research, the Company estimates that there are over 9SO beneficial shareholders.



The Company's common shares are not registered to trade in the United States in the form of American Depository Receipts (ADRIs) or similar.certificates.



The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.



21





---



ITEM 6.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS



The Investment Canada Act (the "ICA"), which became effective on 6/30/85, regulates the acquisition by non-Canadians of control of a Canadian business enterprise. In effect, the ICA required 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 (other than a "NAFTA investor" as defined in the ICA) where: (i) in the case of a direct acquisition (for example, through a share purchase or asset purchase), the assets of the business are $5 million or more in value; or (ii) in the case of an indirect acquisition (for example, the acquisition of the foreign parent of the Canadian business) where the Canadian business has assets of $50 million or more in value or if the Canadian business represents more than SO% of the assets of the original group and the Canadian business has assets of $5 million or more in value. Review and approval are also required for acquisition or establishment of a new business in areas concerning "Canada's cultural heritage or national identity" such as book publishing, film production and distribution, television and radio, production and distribution of music, and the oil and natural gas industry, regardless of the size of the investment.



In the context of the Company, 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 under 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.



22





---



In 1988, the ICA was amended pursuant to the Free Trade Agreement dated 1/2/88 between Canada and the United States to relax the restriction of the ICA. As a result of these amendments, except where the Canadian business is in the cultural, oil and gas, uranium, financial services or transportation sectors, the threshold for direct acquisition of control by U.S. investors and other foreign investors acquiring control of a Canadian business from U.S. investors has been raised from $5 million to $1SO million of gross assets, and indirect acquisitions are not reviewable.



In addition to the foregoing, the ICA requires that all other acquisitions of control of Canadian businesses by non-Canadians are subject to 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.



ITEM 7. TAXATION

The following summary of the material Canadian federal income tax considerations generally applicable in respect of the common shares reflects the Company's opinion. 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 in the United States, have never been resident in Canada, deal at arm's length with the Company, hold their common shares as capital property and who will not use or hold the common shares in carrying on business in Canada. Special rules, which are not discussed in this summary, may apply to a United States holder that is an issuer that carries on business in Canada and elsewhere.



This summary is based upon the provisions of the Income Tax Act of Canada and the regulations thereunder (collectively, the "Tax Act, or ITA") and the Canada-United States Tax Convention as amended by the Protocols thereto (the '"Tax Convention") as at the date of the Registration Statement and the current administrative practices of Revenue Canada, Customs, Excise and Taxation. This summary does not take into account Canadian 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 stock 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.

23





---



NorthAmerican Free Trade Agreement (Canada)

The Investment Act was amended with the North American Free Trade Agreement (NAFTA) to provide for special review thresholds for Americans (including "American-controlled "entities" as defined in the Investment Act). Under the Investment Act, as amended, an investment in the Registrant's common shares by an American would be reviewable only if it was an investment to acquire control of the Registrant and the value of the assets of the Registrant was equal to or greater than a specified amount (the "Review Threshold"), which increases in stages. The Review Threshold is currently $150 million.



Disposition of Common Shares

If a non-resident were to dispose of common shares of the Company to another Canadian corporation which deals or is deemed to deal on a non-arm's length basis with the non-resident and which, immediately after the disposition, is connected with the Company (i.e., which holds shares representing more than 10% of the voting power and more than 10% of the market value of all issued and outstanding shares of the Company), the amount by which the fair market value of any consideration (other than any shares of the purchaser corporation) exceeds the paid-up capital of the common shares sold will be deemed to be taxable as a dividend paid by the purchasing corporation, either immediately or eventually by means of a deduction in computing the paid-up capital of the purchasing corporation, and subject to withholding taxes as described below.



Under the Tax Act, a gain from the sale of common shares by a non-resident will not be subject to Canadian tax, provided the shareholder (and/or persons who do not deal at arm's length with the shareholder) have not held a "'substantial interest" in the Company (25% or more of the shares of any class of the Company's stock) at any time in the five years preceding the disposition. Generally, the Tax Convention will exempt from Canadian taxation any capital gain realized by a resident of the United States, provided that the value of the common shares is not derived principally from real property situated in Canada.







24





---

In the case of any dividends paid to non-residents, the Canadian tax is withheld by the Company, which remits only the net amount to the shareholder. By virtue of Article X of the Tax Convention, the rate of tax on dividends paid to residents of the United States is generally limited to 15% of the gross dividend (or 5% in the case of certain corporate shareholders owning at least 10% of the Company's voting shares pending ratafication of the Protocol amending the treaty; the Protocol has been ratified by the USA and is awaiting ratification in Canada). In the absence of the Tax Convention provisions, the rate of Canadian withholding tax imposed on non-residents is 25% of the gross dividend. Stock dividends received by non-residents from the Company are taxable by Canada as ordinary dividends and therefore the withholding tax rates will be applicable.



Where a holder disposes of common shares to the Company (unless the Company acquired the common shares in the open market in the manner in which shares would normally be purchased by any member of the public), this will result in a deemed dividend to the U. S. holder equal to the amount by which the consideration paid by the Company exceeds the paid-up capital of such stock. The amount of such dividend will be subject to withholding tax as described above.



Capital Gains

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 share of a class that is listed on a prescribed stock exchange unless the share represents "'taxable Canadian property" to the holder thereof. A common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years 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 and persons with whom he/she did not deal at arm's length owned 25% or more of the issued shares of any class or series of the Company. In the case of a non-resident holder to whom shares of the Company represent taxable Canadian property and who is resident in the United States, no Canadian tax 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 or the non-resident holder previously held the shares while resident in Canada. The Company believes that the value of its common shares is not derived from real property situated inside Canada.



25





---



Certain United States Federal Income Tax Consequences

The following is a discussion of certain possible United States Federal income tax consequences, under the law, generally applicable to a U.S. Holder (as defined below) of common shares of the Company. 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 those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences.



The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended ("the Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS 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. In addition, the discussion does not consider the potential effects, both adverse and beneficial, of recently proposed legislation which, if enacted, could be applied, 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 common shares of the Company 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 common shares of the Company should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.



U.S. Holders

As used herein, a ("'U.S. Holder") includes a holder of common shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof and any other person or entity whose ownership of common shares of the Company is effectively connected with the conduct of a trade or business in the United States. A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker­dealers, non-resident alien individuals or foreign corporations whose ownership of common shares of the Company is not effectively connected with the conduct of a trade or business in the United States and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.

26





---



Distributions on Common Shares of the Company

U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of the Company are required to include in gross income for United States Federal income tax purposes the gross amount of such distributions to the extent that the Company has 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 current or accumulated earnings and profits of the Company, 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 a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long­term capital gains for a U.S. Holder which is a corporation.



Dividends paid on the common shares of the Company 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 the Company (unless the Company qualifies 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 the Company. 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 common shares of the Company 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 year-by-year 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's United

27





---



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. 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 common shares of the Company should consult their own tax advisors regarding their individual circumstances.



Disposition of Common Shares of the Company

A U.S. Holder will recognize gain or loss upon the sale of common shares of the Company 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 common shares of the Company. 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 which are individuals, 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 Code), an 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.



Other Considerations

In the following four circumstances, the above sections of the discussion may not describe the United States Federal income tax consequences resulting from the holding and disposition of common shares of the Company. However, on the basis of (a) the number of shareholders of its common shares, (b) the majority ownership of its shares by Canadian residents, and c) the majority of its assets are actively managed (not passively held), the Company believes that its is neither a "Foreign Personal Holding Company", ""Foreign Investment Company", "Passive Foreign Investment Company", nor a "Controlled Foreign Corporation".



28





---



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 the Company outstanding shares is owned, actually or constructively, by five or fewer individuals who are citizens or residents of the United States and 50% or more of the Company's gross income for such year was derived from certain passive sources (e.g. from dividends received from its subsidiaries), the Company would be treated as a "foreign personal holding company." In that event, U.S. Holders that hold common shares of the Company would be required to include in gross income for such year their allowable portions of such passive income to the extent the Company does not actually distribute such income.



Foreign Investment Company

If 50% or more of the combined voting power or total value of the Company outstanding shares are held, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and the Company is found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that the Company might be treated as a "foreign investment company" as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares of the Company to be treated as ordinary income rather than capital gains.



Passive Foreign Investment Compan

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company ("PFIC"), as defined in Section 1297 of the Code, depending upon the percentage of the Company's income which is passive, or the percentage of the Company's assets which is held for the purpose of producing passive income.



Certain United States income tax legislation contains rules governing PFICs which can have significant tax effects on U.S. shareholders of foreign corporations. These rules do not apply to non-U.S. shareholders. Section 1297(a) of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxableyear, either (i) 75% or more of its gross income is "passive income", which includes interest, dividends and certain 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. The taxation of a US shareholder who owns stock in a PFIC is extremely complex and is therefore beyond



29





---



the scope of this discussion. US persons should consult with their own tax advisors with regards to the impact of these rules.



Controlled Foreign Corporation

If more than 50% of the voting power of all classes of stock or the total value of the stock of the Company is owned, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships and corporations or estates or trusts other than foreign estates or trusts, each of whom own 10% or more of the total combined voting power of all classes of stock of the Company or the total value of the stock of ("'United States shareholder"), the Company could be treated as a controlled foreign corporation" under Subpart F of the Code.



This classification would effect many complex results including the required inclusion by such United States shareholders in income of their pro rata share: of "Subpart F Income" (as specially defined by the Code) of the Company; of the Company's earnings invested in U.S. property; and of earnings invested NNexcess passive assets" (as specifically defined by the Code) . the Company, In addition, under Section 1248 of the Code, gain from the sale or exchange of common shares of the Company by a U.S. person who is or was a United States shareholder (as defined in the Code) at any time during the five years period ending with the sale or exchange is treated as ordinary dividend income to the extent of earnings and profits of the Company attributable to the stock sold or exchanged. Because of the complexity of Subpart F, and because it is not clear that the Company is a controlled foreign corporation, a more detailed review of these rules is outside of the scope of this discussion.





30





---



ITEM 8.SELECTED FINANCIAL DATA



The selected financial data in Table No. 4 for Fiscal 1998, 1997, and 1996 ended September 30th was derived from the financial statements of the Company which are included elsewhere in this Annual Report and which have been audited by Jung and Lee, independent Chartered Accountants, as indicated in their report.



The selected financial data was extracted from the more detailed financial statements and related notes included herein and should be read in conjunction with such financial statements and with the information appearing under the heading ITEM #91 'IManagement's Discussion and Analysis of Financial Condition and Results of Operations".



Reference is made to notes to financial statements of the Company included herein for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effect on the Company is financial statements.



|Table No. 4
      Selected Financial Data
      (CDN$ in 000, except per share data)
|------------------------------------------------------------------------------------
|                                                                                    
|Revenue                                                                             
|Net Income (loss)                                                                   
|(Loss) Per Share:                                                                   
|Dividends Per Share                                                                 
|Wtg. Avg. Shares
      (000)                                                        
|Working Capital                                                                     
|Long-Term Debt                                                                      
|Shareholders' Equity                                                                
|Total Assets                                                                        
|US GAAP Net Loss (1)                                                                
|US GAAP EPS (2)                                                                     
|US GAAP WtdAv Shares
      (000) (2)                                                



(1)

Under US GAAP, the Company would have expensed research and development

costs in the period incurred and would have reduced the net loss by the

minority interest in losses of a subsidiary.

(2) Under US GAAP, the Company would not have included the contingently

cancelable escrowed principal (750,000 shares) and property shares

(3,000,000 shares) in the calculation of the weighted average number of

shares.



31





---



In this
Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian
Dollars (CDN$).  The Government of Canada permits a floating exchange rate to
determine the value of the Canadian Dollar against the U.S. Dollar (US$).





Table No. 5 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent fiscal periods ended September 30th, 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.



|Table No. 5
      U.S. Dollar/Canadian Dollar                                          
|---------------------------------------------------------------------------------------
|                                                                                       
|Fiscal Year Ended 9/30/03                                                              
|Fiscal Year Ended 9/30/02                                                              
|The exchange rate was 1.31 Canadian Dollars to
      one U.S. Dollar at Sept. 30, 2003.



32





---



ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



The following discussion and analysis should be read in conjunction with the financial statements and notes thereto contained elsewhere in this Annual Report. The financial statements of the Company are prepared in conformity with Canadian GAAP, which do not materially differ from US GAAP (except as disclosed in the notes to the financial statements).



LIQUIDITY AND
CAPITAL RESOURCES

During the past five years, the Company has financed its operations and development primarily through sales by its subsidiary and the issue of share capital. Effective October 2000 the company started to generate revenus from its medical product the FAST1 and in fiscal 2002 generated $579,000 in sales and in fiscal 2003 $1,154,000 was generated.



The Company believes that its existing cash, cash generated from operations and the exercise of outstanding stock options and share purchase warrants will be sufficient to meet its cash requirements for the foreseeable future.



Fiscal 2003 Ended 9/30/02

The Company began the year with $21,456working capital. And ended up in near the same position at $19,939 , even with over $141,00 of spending on research/development, finished the year with cash and cash equvilents of $19,939, and accounts receivebale of $384,444 adding to the working capital



Funds used by operating activities totaled ($1,703,305), including the ($1,392,000) Net Loss. Materal adjustments included amortization of $628,000, $amotization of research and dvelopment of 70,340.



Funds used by investing activities totaled ($167,000), including $483,000 in deferred research/development costs. Under US GAAP, these costs would be expensed in the year incurred.



Funds provided by financing activities totaled $167,000.



The Company completed private placements of 835,000 units at raising $167, 000 (net of commissions) .



33





---



Fiscal 2003 Ending 9/30/02

During Fiscal 2003 the Company continued its research and development activities on its F.A.S.Ttechnology, spending $104,819 on these activities. In addition the U.S. FDA and Canadian Health Protection Branch approvals to market the product were received in April 1997 and March 1997, respectively.



All of the Company's sales and revenues during Fiscal 2003 was produced by its subsidiary Pyng Medical Corp and sales of 1,154,000 were generated in this fisacal year from the FAST1 System



The Company's cash position as of 9/30/03 was negative, with a net loss for the year of ($1,393,000) including the spending of $104,8190 on deferred research and development activities during the year.



The Company's primary source of cash during Fiscal 2003 was the sales generated from the FAST1 System of $1,154,000 and the sale  of equity securities through which the Company raised $167,000.



The financings for the year included the following:



Effective 01/06/03, the Company issued 835,000 units for .26 censt per unit, raising $167,000. Each unit consisted of one common share and one non-transferable share purchase warrant. Each warrant allows the holder to acquire one common share at a price of $2.26 per share on or before 01/06/05







34











---

PYNG TECHNOLOGIES CORP.

ANNUAL REPORT TO SHAREHOLDERS

Period October 1st 2002 to September 30th 2003



Dear Shareholder,



As Chairman/Founder of Pyng Technologies Corp it is time once again to provide an annual report to the shareholders on what became a very special year for Pyng Technologies Corp and its wholly owned subsidiary, Pyng Medical Corp. We have much to report and we have attempted to cover all pertinent issues.

Documents for the upcoming shareholders meeting are attached. We are proposing nominees from our existing Board of Directors and new nominees to further strengthen our Board and have other business issues to deal with which will require your attention as a shareholder. I urge you to take the time to review all documentation and make sure your voice is heard through voting either in person or with the attached proxy.

The major focus of Pyngs Board and Management in 2003 was to work to achieve profitability by controlling costs and increasing sales.   We have made major strides towards achieving these goals as described below.

The F.A.S.T.1 System for Adult Intraosseous Infusion has had record sales in fiscal 2003. These sales result increases continued over last year and the product continues to see expansion in both Civilian and Military markets as emergency medical professionals becomes increasingly aware of the F.A.S.T.1 System as a world leading, life saving, emergency medical device technology.  The F.A.S.T.1 System has been used on the battlefields of Iraq and Afghanistan, as well as an estimated 650 emergency medical sites across North America.  We continue to increase our sales potential by expanding into International markets and have secured a distribution agreement in Turkey and are working on other such agreements in England, and China.

The fiscal period October 1st 2002 to September 30th 2003 brought about record sales of $1,154,732.00 (adjusted for exchange variances).This represents a 95% increase over fiscal 2002, a remarkable feat considering that the company was and is operating on a truly lean budget. This increase in sales was achieved despite US and Canadian exchange rate variances of 20 plus percent.   To counter this potential adverse impact on our revenues, The Board implemented a price increase on our products to overcome the potential loss in exchange revenue due to exchange variances.

FAST1 unit prices were increased to $119.95USD (previously $98.50 USD) effective July 2003 and rigorous cost cutting measures were implemented.   We cut our costs starting in June 2003 and continue with rigorous control measures where all expenditures are reviewed and prioritized. We continue to seek further costs reductions in the areas of FAST1 manufacturing.  The cost reductions we are targeting now are in such areas as product improvements, component procurement costs and improving manufacturing efficiencies ,including automation,  and overhead.

Contributing to this sales growth was also the approval by the U.S. Army of the F.A.S.T.1 System for all Combat Medic, Ground Ambulance, Field Trauma, and Field Hospital Kits. This approval is now resulting in increased sales and we start the next fiscal period with a very good backlog and increased volume in units shipped. We expect to have many sales over the upcoming years to the US Military.



This year 2003 also was one that saw our quality system successfully negotiate an external audit for I.S.O. and the F.D.A. and most of that was due to the excellent work of Dale Lambert our Quality Manager and Nicole Ranger, Engineer, and Jim Tam, Production Manager who assisted Dale in preparing for these intensive audits.



In fiscal 2003 shareholders elected a new, expanded board of directors and Pyng Technologies is fully compliant with regulatory requirements in this regard. I am very grateful to all the Board members who have taken on their respective rolls without compensation and who have provided so much input over the year.

Particular thanks to Mr. Kevin ONeill who, as the newly appointed Chairman of Pyng Medical Corp. has worked very closely with all the staff, and myself, at Pyng to provide guidance and input. Kevin will be providing an update at the Annual General Meeting.  The other Board Members, Dr. Charles Pollack, Dr. David Johnson, Dr. Richard Clinchy, David Currier, all played an active roll in guiding the company through out the year.  I wish to thank all Board Members for their input and dedication this year which was very much appreciated.



The fiscal year 2003 may be best summed up with a recap on some of our news releases this year which tell the facts as it relates to the changes and the improvements that have been made. All news release can be viewed on our web site at www.pyng.com.

- October 25,2002  MSS Ltd. added to our distributors list
- January 2nd,2003  Pyng Technologies Corp. enters into Private Placement for $165,000
- January 13th, 2003, Pyng acquires 100 percent interest in Pyng Medical Corp.
- January 14th, 2003  Record sales for the fiscal 1st Quarter of 2003 of $247,000 which was a 72% increase over the previous quarter
- February 3rd, 2003   US. Army announces inclusion of F.A.S.T.1 System into Military Kits



---

- February 5th, 2003   Pyng Medical Corp books record orders for January 2003
- March 17th, 2003   Pyng records record sales and a profit for 1st Quarter 2003.
- April 4th, 2003   Pyng Medical Corp reports record sales for 2nd Quarter 2003
- September 2nd,2003   Pyng Medical Corp reports a 90% increase in sales for the 3rd quarter
- October 15th, 2003.  Pyng Medical Corp Reports a 95% annual increase in sales with a record $1,160,000



The future continues to provide new and exciting opportunities for expanded growth and we are working hard to continue this trend.

We did raise a small amount of capital, $165,000, in fiscal 2003 it went to pay down expenses and debt associated with being a public company but in order to achieve continued expanded growth we still need capital to achieve the goals and the future market potential for the current FAST1 medical device and new products..

In summary I would like to thank all of the hard working, dedicated people at Pyng Medical Corp. for achieving all they have in a year, which, came with many changes and much added demand on the personnel. They have always been up to the task in the past and I am confident that together our future will be bright with continued success.

I have attached the financial highlights as well as legal, filings, projections, and other business that has occurred or might occur in the new fiscal period.

As shareholders, I believe, you can see, from this report, the many improvements and challenges that have taken place in your company in the last year. We have gone through changes in Executive, Board Members and Staff and we are positioned now for growth and profitability.

.

As your company continues to grow we so will the opportunities for potential alliances and new product development.  We believe that to be ultimately successful Pyng must penetrate new markets with the FAST1 and also develop new products for related markets in the EMS sector.  Our collective goal will not only be Saving Lives / Saving Time with the F.A.S.T.1 System but we are committed to providing profit to the shareholder.

All of the Staff at Pyng Technologies Corp. and Pyng Medical Corp. wishes to send our heart felt thanks, as we did last year, for the support, both financially and morally, that you have shared over the last year and we can assure you that we will continue to work in the future as hard as ever on your behalf.







Fiscal 2003 Highlights.

Filings / Other Matters

All regulatory Filings for British Columbia, Alberta, and the US Securities Commission have been filed and are up to date.

Pyng Medical has arranged a Line of Credit from the Pacific Coastal Credit Union totalling $520,000 $220,000 was for capital equipment and $300,000 for a revolving line of credit. As of September 30th 2003 we had utilized $238,098.00 in our operating line of credit and had a balance on our capital equipment loan of $141,000 at the end of September 2003.

Legal Proceedings

As reported in a news release, Pyng Tech and Pyng Medical Corp. along with its directors have been issued a Writ in 2001 from a former paid consultant, who was dismissed in 1994. The basis of the lawsuit is for wrongful dismissal. Our Attorneys believe this to be void due to time limitations, spurious at best and will proceed to respond as the need exist to this lawsuit. The Claim is for unspecified damages, stock options, escrow shares, and other compensation as the Court sees fit. We fully stand behind the dismissal for cause of this consultant to the company and will fully defend our position.

Pyng Medical Corp.

Sales for Pyng Medical reached $1,154,762.00 (adjusted for exchange variances) for this fiscal period.

Costs of Sales were $474,871.00. Costs of sales comprised opening inventory, Purchases, less closing inventory. Gross Margin increased to $785,550.00  Deferred Research and Development costs accumulated on the FAST1 System increased dramatically this year as we are required to begin large write downs on this item which totalled $628,270.00 Patent expenses of $83,831 had been accumulated at the end of this fiscal period. New patents have also been approved.

Net Capital Assets were $ 3,229,241.00 after being adjusted for the accumulated depreciation of $628,270.00 on deferred research and development. Inventory, accounts receivable, other receivables, and prepaid totalling $417,757.00

Depreciation accounted for $628.270.00 and Amortisation was $70,234.00. Net loss for the period, less depreciation and amortisation is $132,432.00. Legal, accounting, shareholder information and filing fees for the



---

public company was $166,159.00. Pyng Medical Corp and Pyng Technologies Corp. will be joined this year to bring down the costs associated with a public company. Depreciation, Amortisation, and Legal, accounting and Shareholder information accounted for $864,663.00 for this fiscal year ended September 30th, 2003. Items not involving the use of cash for this fiscal year totalled $1,181,928.00. These included Amortisation of property and equipment $70,234.00, Amortisation of deferred research and development cost $628,270.00 and Write off of Research and Development cost $483,424.00

Cash flow since September 30th has increased substantially with $302,000 invoiced in the first 90 days in invoiced sales with booked orders exceeding $240,000.

We did raise $167,000 in a small private placement in January of 2003 which was added to cash balances and reduce payables.



Sales and Significant Distribution Changes

It should be noted that the sales for this fiscal period represented only our second full year in production and were in fact 95 percent above fiscal 2002 with total sales of $1,154,762.00 ( after adjustments in exchange rates) These sales were attributed at65 percent to the civilian market and 35 percent to the military.

Our distribution network continues to grow. We had established the following as initial distributors for the F.A.S.T.1 System Bound Tree, Parr, South-eastern, Life Assist, MSS ltd, and Clinotech Pharmaceuticals Inc. all of which are medical distributors with sales forces concentrated on the EMS and Hospital markets.



RESULTS OF OPERATIONS



Fiscal 2003 Ended 9/30/03 vs. Fiscal 2002

The Company continued to advance its F.A.S.T. 1 System with increases market exposure, sales, and promotion We also applied for , additional patent protection, and enhance our position in the  military and various conferences.



The Company invested substantial time and funds on bringing the F.A.S.T. 1 System to market. During Fiscal 2003, $104,819 was invested in research/development inclusive of international patent pursuit and trademarks. The Company is now prepared for  mass production. To-date, the Company has spent over 3,798,000million on research/development over a four-and-one-half-year period.



35





---



Fiscal 2003 Ended 9/30/03 vs. Fiscal 2002

All of the Company's sales and revenues during Fiscal 2003 continued to flow from the sales of the medical device developed by the company trademarked the F.A.S.T.1 System for Adult Intraosseous Infusion

Sales for Fiscal 2003 were $1,154,762 up from Fiscal 2002 sales of $579,148  or 91%.

Total expenses for Fiscal 2003 ended 9/30/03 were $1,703,305 compared to $1,055,344 for Fiscal 2002 ended 9/30/02, an increase of 62%. It is important to note that 806,000 was included in the expenses for fiscal 2003 associated with amortization, depreciation, research and development. Discounting these general operating expenses were 896,683 compared to gross Margin of $794, 202.

Overall this increase reflects the increased sales and financing activities of the Company, the preparation and finalizing of U.S. FDA and Canadian health authorities, and the production, engineering, sales and marketing   for the F.A.S.TItechnology

Legal and accounting expenses were up $135,635 in Fiscal 2003 compared to $141,207 for Fiscal 2002, investor relations was up $12,594, transfer agent and shareholder information were up $23,324, and licenses, insurance and filing fees were up $74,956; all reflecting the increase in financing and regulatory activities during the year ans the liability insurance associated with the sale and manufacture of the FAST1 product

Travel expenses were up $34,632 for Fiscal 2003, and wages and benefits were up 348,740; reflecting primarily an increase in the Company's production, engineering, marketing and regulatory activities.

The Company's principal activities continued to center on the

preparation of the F.A.S.TTmtechnology for the marketplace including production engineering, sales, and marketing  of theproduct



36





---



Fiscal 2003 vs. Fiscal 2002

Net loss for the year ended 9/30/2003 was ($1,392,907) as compared to (593,976) for the year ended 9/30/02. Loss from operations was ($909,103) for Fiscal 2003 compared to ($646,601) for Fiscal 2002.

Total expenses during Fiscal 2003 increased by 61% to $1,703,305 compared to $1,055,334for Fiscal 2002.



37





---



Differences Between U.S. and Canadian GAAP

Accounting under United States and Canadian generally accepted accounting principles is substantially the same with respect to the accounting principles used by the Company except the following items.

Research and Development Costs.Under Canadian GAAP, research and development costs incurred by companies in the development stage may be deferred. Under US GAAP, these expenditures must be expensed as incurred. Research and development costs incurred by a subsidiary company, Pyng Medical Corp., have been deferred under Canadian GAAP and recorded on the Company's consolidated balance sheet. Expensing these costs in accordance with US GAAP would result in increased expenses of $764,637 in Fiscal 2003 / and $572,440 in  2002, respectively

Property and Principal Escrow Shares.Under Canadian GAAP, the property and principal escrow shares are included in the calculation of the weighted average number shares for the earnings (or loss) per share calculation. Under US GAAP these shares are not included in the weighted average number of shares. Since the 3,000,000 property escrow shares and 750,000 principal escrow shares represent over one-half of the shares outstanding in the Company and the loss with research and development costs included is much higher, the result is a considerably larger loss per share under US GAAP when compared to Canadian GAAP. Under US GAAP the loss per share would have been ($0.09), ( and ($0.08) for Fiscal 2003/and 2002, respectively.

Shareholders' Equity.If, according to US GAAP the $2,515,661 of Fiscal 2003 and $3,798,017 of Fiscal 2002 deferred research and development costs had been written off during the years incurred (offset by an adjustment for the non-controlling interest of $177,OS7), the balance sheet of the Company as of 09/30/2003and 09/30/2002 under US GAAP would reflect shareholders' equity as $($7,455,619) and ($6,886,973), respectively.



Statement of Cash Flow.Under US GAAP, the statements of cash flows reflects only cash transactions affecting financing and investing activities whereas under Canadian GAAP, the statement includes non-cash activities in financing activities. This results in a difference only in the form of presentation. In addition, under US GAAP, term deposits assigned as security for demand loans are to be excluded from the cash balance on the balance sheet and in the statement of cash flows. on the balance sheet as of 9/30/03and 9/30/02, this reclassification would result in a "Cash and Term Deposits" balance of $209,208 and $306,419 under US



38





---



ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT



Table No. 6 lists as of 09/30/2003 the names of the Directors of the Company. The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting of Shareholders or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.



|Table
      No. 6
      Directors
|---------------------------------
|Name                             
|Michael W. Jacobs
      (1)(3)   
|Kevin O'Neill (1)(3)             
|Charles Pollack (2)              
|David Johnson (1)                
|David Currier (2)                
|Richard Clinchy (3)              
|(1) (2)                          

(1) Resident/citizen of Canada.

(2) Resident of the USA

(3) Member of Audit Committee.



As of 09/30/2003, the  Executive Officer of the Company was Michael W. Jacobs, President/CEO, who has served in this capacity since September 1985, and Kevin ONeill, General Manager The Executive officer serves at the pleasure of the Board of Directors and devotes full time to the affairs of the Company.



No Director and/or Executive Officer has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Executive Officer, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct, practice, or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no arrangements or understandings between any two or more Directors or Executive Officers, pursuant to which he/she was selected as a Director or Executive officer.



There are no material arrangements or understandings between any two or more Directors or Executive Officers.



39





---



ITEM 11. EXECUTIVE COMPENSATION



The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of­pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director. Other than indicated below no Director received and/or accrued any compensation for his services as a Director, including committee participation and/or special assignments.



The Company grants stock options to Directors, Executive Officers and employees; refer to ITEM #12, "Options to Purchase Securities from Registrant or Subsidiary".



The Company has no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 1999 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Executive Officer.



During Fiscal 1998, no funds. were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.



Except for the stock option program discussed below, the Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Executive Officers.



No Executive Officer/Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Executive Officers/ Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.



During Fiscal 2003, a
Executive Officers /Directors received a total of $0 in cash compensation.



There are no written employment agreements with any Director or Executive Officer.



40





---



ITEM 12.

OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR

SUBSIDIARIES

Stock Options

Stock Options to purchase securities from Registrant can be granted to Directors and Employees of the Company on terms and conditions acceptable to the regulatory authorities in Canada, notably the Vancouver Stock Exchange and the British Columbia Securities Commission. The Registrant has no formal written stock option plan.



Under the stock option program, stock options for up to 10% of the number of issued and outstanding common shares may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares. No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee. .



The exercise price of all stock options granted under the stock option program must be at least equal to the fair market value (subject to regulated discounts) of such common shares on the date of grant, and the maximum term of each stock option may not exceed five years.



The exercise prices for stock options are determined in accordance with Vancouver Stock Exchange (11VSE11) guidelines and reflect the average closing price of the Registrant's common shares for the ten trading days on the VSE immediately preceding the day on which the Directors grant and publicly announce the stock options (subject to an regulatory-acceptable discount), and/or at a price no lower than $0.15 exercise price per share.









41





---



The names and titles of the Directors and Executive Officers of the Registrant to whom outstanding stock options have been granted and the number of common shares subject to such stock options are set forth in Table No. 6 as of 09/30/2003, as well as the number of stock options granted to Directors and all employees as a group.

Table No. 6

Stock Options Outstanding

There were no stock options  outstanding as of September 30th, 2003



Number of Shares

Exer.

Expiration

Share Purchase Warrants

Table No. 7 lists, as of 09/30/2003, share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.



Table No. 7

Share Purchase Warrants Outstanding



Number of

Number of

Share

Share

Expiration

Purchase

Purchase

Date of

Effective

Warrants

Warrants

Exercise Price

Share

Date of

originally

Still First

Second

Purchase

Issuance

Granted

Outstanding Year

Year

Warrants

2/06/2001

782,887

782,887

.55

05/29/04

01/06/2003               835,000                    835,000                                                              .26                  01/06/05



42





---



ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS



During Fiscal 2003 / 2002 the Company incurred No management fees,  and salary to Michael W. Jacobs.



At 9/30/2003, 9/30/202,  $10,733 and $17,820 was owing to Michael W. Jacobs for out-of pocket expenses incurred in the ordinary course of the Company's business and paid by him directly. These advances bear no interest and do not have a definite terms for repayment.



other than as disclosed above, there have been no transactions since 9/30/2003, or proposed transactions, which have materially affected or will materially affect the Company in which any Director, Executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.





43





---



PART II



ITEM 14. DESCRIPTION OF SECURITIES TOBE REGISTERED



The authorized capital of the Registrant is 100,000,000 common shares without par value of which
9,180,148 shares were issued, and outstanding.



All of the authorized common shares of the Registrant are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.



Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Registrant, holders of common stock are entitled to receive pro rata the assets of the Registrant, if any, remaining after payments of all debts and liabilities. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



The Registrant is not aware of any restrictions or limitations on the rights of non-resident or foreign owners to hold, vote, or receive remittance on the Registrant's securities, other than those discussed in ITEM #6, "Exchange Controls and Other Limitations Affecting Security Holders".



There are no restrictions on the repurchase or redemption of shares of the Registrant while there is any arrearage in the payment of dividends or sinking fund installments.



Refer to ITEM #12, for a description of stock options and share purchase warrants, if any.



44





---



In accordance with the Company Act of British Columbia and the Registrant's Articles of Incorporation, shareholder's rights are not subject to modification, amendment or variation without a vote of the shareholders. Unless the Company Act or the Registrant's Articles or memorandum otherwise provide (as summarized in the following paragraph), any action to be taken by a resolution of the members may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders' meeting.



The Registrant's Articles and the B.C. Company Act contain provisions which require a "special resolution" for effecting certain corporate actions. Such a lyspecial resolution" requires a three-quarters vote of shareholders rather than a simple majority for passage. The principle corporate actions that require a "special resolution" include:

a.

Transferring Registrant's jurisdiction from British Columbia to another jurisdiction;

b.

Giving financial assistance under certain circumstances;

c.

Certain conflicts of interest by Directors;

d.

Disposing of all or substantially all of the Registrant's undertakings;

e.

Removing a Director before the expiration of his term of office;

f.

Certain alterations of share capital;

g.

Changing the Registrant's name;

h.

Altering any restrictions on the Registrant's business; and

i.

Certain reorganizations of the Registrant.



45





---



Principal Escrow Shares

As of 3/31/98, the Registrant had issued 750,000

shares of

"Principal Escrow" common stock at $0.01 per share.

The shares

are held as indicated below:

Michael W. Jacobs - 550,000 shares

Employees/Others - 200,000 shares



The escrow restrictions provide that the shares may not be traded in, dealt with in any manner whatsoever, or released, nor may the Registrant, its transfer agent or escrow holder make any transfer or record any trading of these shares without the consent of the Superintendent of Brokers for British Columbia.



The terms of the escrow agreements provide that a portion of the consideration for the original issuance of the escrowed shares is to encourage the escrow shareholders to act in the best interests of the Registrant, and if the Registrant becomes successful, due in part to the efforts of the escrow shareholders, or any one of them, the escrow shareholders shall be entitled to maintain their ownership -of the escrowed shares and to a release of the shares from the terms of the escrow agreements, from time to time, in accordance with the general policies of the Superintendent of Brokers or the Vancouver Stock Exchange.



The terms of the amended escrow agreements further provide

that any escrow

shares

not

released by

1/27/2008

will

be

cancelled.Property Escrow Shares

As of 3/31/99, the Registrant had issued 3,000,000 shares of "Property Escrow" common stock for a total of $1.00. The shares were issued to and are held by Michael W. Jacobs, President/CEO and Director of the Registrant.



The escrow restrictions provide that the shares may not be traded in, dealt with in any manner whatsoever, or released, nor may the Registrant, its transfer agent or escrow holder make any transfer or record any trading of these shares without the consent of the Superintendent of Brokers for British Columbia.



The terms of the escrow agreement provide that a portion of the consideration for the original issuance of the escrowed property shares is to encourage the escrow shareholders to act in the best interests of the Registrant, and if the Registrant becomes successful, due in part to the efforts of the escrow shareholders, or any one of them, the escrow shareholders shall be entitled to maintain their ownership of the escrowed shares and to a 'release of the shares from the terms of the escrow agreement, from time to time, in accordance with the general policies of the Superintendent of Brokers or the Vancouver Stock Exchange.



The property shares may be released from escrow, on a pro-rata basis, based upon the cumulative cash flow of the Registrant, as evidenced by the Registrant's annual audited financial statements. "Cash Flow" is defined as Net Income or loss before tax, adjusted for certain add-backs. For each $1.2S of cumulative cash flow generated by the Registrant from its operations, one property share may be released from escrow. The terms of the escrow agreement further provide that any property escrow shares not released shall be canceled if the Registrant's common stock are subject to a cease trade order for two consecutive years.



The terms of the amended escrow agreement further provide that any escrow shares not released by 1/27/2003 will be cancelled







---







46



---





---



PART III



ITEM 15. DEFAULTS UPON SENIOR SECURITIESNot Applicable.

ITEM 16. CHANGES IN SECURITIES ANDCHANGES IN SECURITY FOR

REGISTEREDSECURITIESNot Applicable.



PART IV



ITEM 17. FINANCIAL STATEMENTS



The Company's annual audited financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in the notes to the financial statements.



The financial statements and notes thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit report of Jung & Lee, independent Chartered Accountants, is included herein immediately preceding the financial statements.



Audited Financial Statements for Fiscal 2003 / 2002



ITEM 18. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.









48





---



ITEM
19. FINANCIAL STATEMENTS AND EXHIBITS









(A) 
Financial Statements



The financial statements and notes thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit report of Jung & Lee, independent Chartered Accountants, for the audited financial statements and notes thereto is included herein immediately preceding the audited financial statements.



Audited Financial Statements:

Fiscal 2003, 2002 Ended September 30th



Auditor's Report, dated January 20th 2004



Consolidated Balance Sheet at 9/30/2003 and 9/30/2002



Consolidated Statement of Loss and Deficit for the years ended 9/30/2003, and 9/30/2002



Consolidated Statement of Changes in Shareholders' Equity for the years ended 9/30/2003, 9/30/2002



Consolidated Statement of Changes in Financial Position for the years ended 9/30/2003, 9/30/2002,



Notes to Consolidated Financial Statement











49





---



ITEM

19. FINANCIAL STATEMENTS AND EXHIBITS (cont.)



(B)

Index to Exhibits:

Page

1. Certificate of Incorporation, By-Laws, Articles

-- Incorporated by Reference to Form 20-F Registration

Statement (as amended) --



2.

Instruments defining the rights of holders of equity or debt securities being registered.

--- Refer to Exhibit No. 1 ---



3.

Material Contracts:

--

Incorporated by Reference to Form 20-F Registration

Statement (as amended) and Form 6-K's --



4.

Foreign Patents: Not Applicable.



S. Diagram of Parent and Subsidiaries: Incorporated by reference to Form 20-F Registration Statement (as amended).



6.

Other Documents:

--

Incorporated by Reference to Form 20-F Registration

Statement (as amended) and Form 6-K's

























---











































---









so





---



SIGNATURE PAGE



Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, 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, thereunto duly authorized.



Registrant







[pyng20f101105002.gif]



January  24 2003

By

\s\ Michael Jacobs

Date

Michael Jacobs, President/Director















---



67