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

                                   FORM 10-KSB

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

                      For the year ended December 31, 2002

                             Commission file number:
                                    333-94265

                              LISKA BIOMETRY, INC.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

                                Florida 061562447
                      ------------------------------------
                 State or other jurisdiction of I.R.S. Employer
                Incorporation or organization Identification No.

                               6066 Vineyard Drive
                         Ottawa, Ontario Canada K1C 2M5
               ---------------------------------------------------
                     (Address of principal executive office)

                                 (613-837-1909)
                                 --------------
                 (Issuer's telephone number including area code)

                             All Correspondence to:
                          Brenda Lee Hamilton, Esquire
                         Hamilton, Lehrer & Dargan, P.A.
                          2 East Camino Real, Suite 202
                            Boca Raton, Florida 33432
                                 (561) 416-8956

Securities registered pursuant to Section 12(g) of the Act: Not Applicable

                                       1

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
 information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting and non-voting equity held by
non-affiliates computed by reference to the price at which common equity was
sold, or the average bid and asked price of such common equity (i.e., does not
include directors, executive officers or ten percent stockholders identified in
Item 11 hereof) of the issuer as of December 31, 2002 was approximately $0 based
upon the average bid and ask price as reported on the Over the Counter Market as
of December 31, 2002.

As of December 31, 2002, there were 9,898,275 shares of our common stock issued
and outstanding. As of July 28, 2003, there were 10,898,275 shares of our common
stock issued and outstanding.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Not Applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Transactional Small Business Disclosure Format (check one)
Yes [ ]            No [X]

             (The remainder of this page intentionally left blank.)

                                       2

                TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2002

PART I

Item 1           Description of Business                                          4
Item 2           Description of Property                                         17
Item 3           Legal Proceedings                                               18
Item 4           Submission of Matters to a Vote of Security Holders             18

PART II

Item 5           Market for Common Equity and Related Stockholder Matters        18
Item 6           Management's Discussion and Analysis or Plan of Operation       21
Item 7           Financial Statements                                            26
Item 8           Changes in and Disagreements With Accountants on Accounting     27
                 and Financial Disclosure

PART III

Item 9           Directors, Executive Officers, Promoters and Control Persons;   27
                 Compliance With Section 16(a) of the Exchange Act
Item 10          Executive Compensation                                          29
Item 11          Security Ownership of Certain Beneficial Owners and Management  29
Item 12          Certain Relationships and Related Transactions                  30
Item 13          Exhibits and Reports on Form 8-K                                31

             (The remainder of this page intentionally left blank.)

                                       3

PART I

FORWARD-LOOKING STATEMENTS:
This annual report on Form 10-KSB contains forward-looking statements. Liska
Biometry, Inc. is referred to in this report as "we", "us" or "our." The words
or phrases "would be," "will allow," "intends to," "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements."
Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties
including the following: (a) Our ability to continue as a going concern is
contingent upon our ability to attain profitable operations and secure
financing; if we fail to do so, we will be forced into liquidation and you will
lose your entire investment; (b) Because we have no operating history pertaining
to our biometrics based business, it will be difficult for you to evaluate our
business and financial prospects; (c) We have no products and we have no
revenues; (d) Our business is a new business, which subjects us to financial and
operational risks; (e) Our operations are subject to all of the risks inherent
in a new business enterprise; (f) We are an early stage business in a new and
rapidly evolving market; (g) If we fail to keep pace with the rapidly changing
market of fingerprint identification, our revenues and financial condition will
be negatively affected; (h) We may be unable to overcome competitive forces in
industry; (i) We are subject to substantial regulation; (j) We face patent
protection risks; (k) All of our management decisions are made by our sole
officer and director, Lam Ko Chau; (l) Our management has significant control
over stockholder matters; (m) Our operations are subject to possible conflicts
of interest; and (n) There is no trading market for our common stock and a
trading market may never develop.

DESCRIPTION OF BUSINESS
ORGANIZATIONAL BACKGROUND AND HISTORY
We are a development stage company that was incorporated in the State of Florida
on October 26, 1999. We are authorized to issue 100,000,000 shares of common
stock. As of July 28, 2003, there were 10,898,275 shares of our common stock
outstanding. We are authorized to issue 10,000,000 shares of preferred stock, of
which no shares are outstanding.

We have never been the subject of a bankruptcy, receivership or similar
proceeding.

                                       4

Our principal executive offices are currently located at 6066 Vineyard Drive,
Ottawa, Ontario Canada K1C 2M5. Our telephone number at this address is
(613)837-1909.

We are a development stage company. We have earned no revenues since our
inception. In addition, we have sustained losses since our inception.

BUSINESS DEVELOPMENT:
On October 26, 1999, we were incorporated in the State of Florida under the name
3045 Corporation to sell mortgage related products on the Internet.

In January 2001, we acquired all of the issued and outstanding common shares of
H2O International, Inc. from its shareholders, in exchange for 500,042 shares of
our common stock (approximately 83% of our issued and outstanding shares after
this issuance), so that we could obtain H2O International, Inc.'s licensing
rights to a cleaning process technology for large-scale water and fluid
treatment, filtering, and storage facilities, which H2O International, Inc. had
obtained from Floran Technologies, Inc. In connection with the acquisition of
H2O International, Inc., the following occurred:
o We changed our name to Floran International, Inc. to reflect our new proposed
business plan based upon the licensing rights held by H2O International, Inc.;
o Kim Naimoli, our sole officer and director and our majority shareholder,
resigned all positions she held with us and sold an aggregate of 925,000 shares
of our common stock to Michael Mitchell, Todd Moore and Apollo Holdings LLC,
which is owned by Chris Bonzini, in exchange for aggregate proceeds of $425,000;
o In January 2001, we appointed Lyndell F. Parks, Frederick J. Jarosz, Terry L.
Pancake, Dennis Gordon, Dr. Javaid Sheik, and G. Bryan Thomas to our Board of
Directors. We appointed Frederick J. Jarosz as our President; and
o We enacted a ten (10) share for one (1) share forward split of our common
stock so that our shareholders as of January 9, 2001 received ten (10) shares of
our common stock for each share held.

On April 30, 2001, Floran Technologies, Inc. notified us that we were in default
of our license agreement for failure to make required payments, and Floran
terminated our license agreement. On June 26, 2001: (a) we changed our name to
FTLA, Inc.; (b) we abandoned our business plan which had been based on the
license agreement; and (c) Floran Technologies, Inc. returned 90,000 shares to
us which we had issued to it as a shareholder in connection with our purchase of
H2O International, Inc.'s licensing rights.

                                       5

On May 10, 2001 we enacted a one hundred (100) for one (1) reverse split of our
common stock. From May of 2001 until March of 2002 we were inactive.

On March 26, 2002, Paragon Management and Marketing, Inc., our majority
shareholder at the time, sold 9,000,000 shares of our common stock to Kojon
Biometrics, Inc., a Canadian Corporation, in exchange for $100,000. Of this
amount, Kojon Biometrics, Inc. paid $40,000 in cash. Paragon Management and
Marketing, Inc. exchanged the remaining balance due for 100,000 shares of Kojon
Biometric, Inc's common stock. Lam Ko Chau, our President and sole director, is
the majority shareholder of Kojon Biometrics, Inc. through his ownership of
3,500,000 shares or 60% of Kojon Biometrics, Inc.'s common stock. Lam Ko Chau is
the President and a Director of Kojon Biometrics, Inc. As a result of the
transaction: o Kojon Biometrics, Inc. then held 9,000,000 shares of our common
stock which represented approximately ninety-one percent (91%) of our common
stock; o Lyndell Parks, our then President and Director, and Audra Parks, our
then Secretary, Treasurer and Director, resigned all positions they held with us
and appointed Lam Ko Chau as our President and sole member of our Board of
Directors to fill the vacancies created by their resignations; and o We changed
our name to Liska Biometry, Inc. to reflect our new proposed business plan of
fingerprint encoding and authentication.

Since the March 26, 2002 stock sale to Kojon Biometrics, Inc. Lam Ko Chau has
been our controlling shareholder, President, and sole director.

At the time of the purchase of the 9,000,000 shares by Kojon Biometrics, Inc.,
Lam Ko Chau was an officer, director and the majority shareholder of Kojon
Biometrics, Inc. through his ownership of 3,500,000 shares or sixty percent
(60%) of Kojon Biometrics, Inc.'s common stock. Lam Ko Chau, our President,
founded Kojon Biometrics, Inc. and has been its President and Chief Executive
Officer since April 17, 2001. On April 5, 2003, Kojon Biometrics, Inc.
distributed the 9,000,000 shares of our common stock it had purchased on March
26, 2002 to its fifteen (15) shareholders.

                                       6

Our President, Lam Ko Chau, having previously made certain inventions and
discoveries, filed the following patents with the United States Patent and
Trademark Office for a method and system for fingerprint encoding and
authentication: (a) US Provisional Patent Application Serial No. 60/312,371,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on August 16, 2001; and (b) US Patent Application Serial No. 09/965,809,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on October 1, 2001. On August 15, 2002 our President, Lam Ko Chau, filed a PCT
International Patent Application PCT/CA02/01274, entitled "Method and System for
Fingerprint Encoding and Authentication" with the World Intellectual Property
Organization. The World Intellectual Property Organization, headquartered in
Geneva, Switzerland, is an international organization dedicated to promoting the
use and protection of intellectual property works. As of July 28, 2003, none of
these patent applications have been approved. On February 27, 2003, our
President, Lam Ko Chau, assigned the right, title and interest to all of these
patent applications to us for consideration of $1.

Since Lam Ko Chau became our President in March 2002, we have planned to develop
a business plan to develop, manufacture, market and integrate computer-based
products and services pertaining to the identification of individuals by
employing "biometric" technology. Biometric technology is the science involving
the identification of individuals through the measurement of distinguishing
biological characteristics. To date, we have conducted no research or
development of our proposed fingerprint encoding and authentication business and
we have developed no products. In addition, we have neither formulated nor
commenced a Plan of Operations pertaining to this business.

On August 8, 2002, we entered into an agreement with Lane Capital Markets, LLC,
a Connecticut limited liability company (LCM") whereby LCM agreed to provide us
with consulting, and investment banking services until August 8, 2003. We agreed
to pay LCM an initial fee of $5,000 upon execution of the agreement and a
monthly fee of $5,000 for twelve months. In addition, we agreed to issue LSM
1,000,000 shares of our common stock, if LCM provided us with sufficient capital
or resources to develop our products on or before August 8, 2003. We also agreed
to pay LCM ten percent of any funds raised by them. Because we had insufficient
funds to pay LCM the cash portion of their fees and they had provided us with
certain consulting services, on June 20, 2003, we entered into a revised
agreement with LCM, which released both parties from all terms, conditions and
obligations set forth under the August 8, 2002 agreement. In accordance with the
terms of the June 20, 2003, agreement, we issued 1,000,000 shares of our
restricted common stock to LCM and LCM released us from the obligation to pay
outstanding cash fees of $65,000, represented by the initial fee of $5,000 and
the $5,000 monthly fee for twelve months.

                                       7

On July 3, 2003, we entered into an non-exclusive agreement with Oftring &
Company, Inc., a Massachusetts Corporation ("Oftring"). Under the terms of this
agreement, Oftring agreed to assist us in obtaining equity financing in an
amount not to exceed $600,000. In exchange for the services to be provided to us
by Oftring, we agreed to pay Oftring twelve percent (12%) of any funds raised by
them and warrants to purchase shares of common stock equal to twelve percent
(12) percent of any cash raised by Oftring. This agreement expires on July 3,
2004.

We are subject to the following risks:
OUR ABILITY TO CONTINUE AS A GOING CONCERN IS CONTINGENT UPON OUR ABILITY TO
ATTAIN PROFITABLE OPERATIONS AND SECURE FINANCING; IF WE FAIL TO DO SO, WE WILL
BE FORCED INTO LIQUIDATION AND YOU WILL LOSE YOUR ENTIRE INVESTMENT.
Our independent auditors, Stark Winter Schenkein & Co. LLP, have issued their
report and opinion regarding our balance sheet as of December 31, 2002, and
related statements of operations, stockholders' (deficit) and cash flows for the
years ended December 31, 2002 and 2001, expressing substantial doubt about our
ability to continue as a going concern. For the year ended December 31, 2002 and
the period from our inception to December 31, 2002, we incurred net losses of
$40,746 and $1,894,747. In addition, we had working capital and stockholders
deficits of $193,580 at December 31, 2002. Accordingly, our ability to continue
as going concern is contingent upon our ability to attain profitable operations
and secure financing and must be considered in light of the problems, expenses,
and complications frequently encountered by entrance into established markets
and the competitive forces in which we operate. Although we will attempt to
obtain equity financing for our operations, if we fail to do so, we may be
unable to pay our obligations, pursue our Plan of Operations, or attain revenue
producing operations, and we will be forced into liquidation, in which case you
will lose your entire investment.

                                       8

BECAUSE WE HAVE NO OPERATING HISTORY PERTAINING TO OUR BIOMETRICS BASED
BUSINESS, IT WILL BE DIFFICULT FOR YOU TO EVALUATE OUR BUSINESS AND FINANCIAL
PROSPECTS.
We have no  products  and we have no  revenues.  In  addition,  although we have
formulated our Plan of Operations, we cannot implement a biometrics based
business into our operations until we have adequate financing. Because we have
not implemented our Plan of Operations, you will have difficulty evaluating our
business and future prospects.

OUR BUSINESS IS A NEW BUSINESS, WHICH SUBJECTS US TO FINANCIAL AND OPERATIONAL
RISKS.
Our operations are subject to all of the risks inherent in a new business
enterprise. We currently have no revenues or products and we have no operating
history. As a new business enterprise, we are subject to risks of cash
shortages, substantial product development expenses and increasing losses. We do
not anticipate positive cash flow at any time in the foreseeable future; even if
we obtain cash flow, we cannot give assurances that we will be operating at
break-even levels at that time or in the future.

FUTURE GROWTH BEYOND PRESENT CAPACITY WILL REQUIRE SIGNIFICANT EXPENDITURES FOR
EXPANSION, MARKETING AND RESEARCH AND DEVELOPMENT.
We are an early stage business in a new and rapidly evolving market, which makes
it difficult for investors to determine whether we will accomplish our
objectives. We have not even begun our biometrics business and it will not
become operational until we receive adequate funding, if ever. As a result, we
have no operating history on which you may base an evaluation of our business
and prospects. You should consider our prospects in light of the risks,
uncertainties, expenses and difficulties we will face as an early stage
business, given that we operate in new and rapidly evolving markets and that we
are using a new and unproven business model. These risks may include our
potential inability to reach profitability and our lack of operating history.

IF WE FAIL TO KEEP PACE WITH THE RAPIDLY CHANGING MARKET OF FINGERPRINT
IDENTIFICATION, OUR REVENUES AND FINANCIAL CONDITION WILL BE NEGATIVELY
AFFECTED.
We believe that the market for our potential products is rapidly changing with
evolving industry standards. Our future success will depend in part upon our
ability to introduce new products and features to meet changing customer
requirements and emerging industry standards. There can be no assurance that we
will successfully complete the development of future products or that our
current or future products will achieve market acceptance. Any delay or failure
of these products to achieve market acceptance would adversely affect our
business. In addition, there can be no assurance that products or technologies
developed by others will not render our products or technologies non-competitive
or obsolete.

                                       9

WE MAY BE UNABLE TO OVERCOME COMPETITIVE FORCES IN INDUSTRY, WHICH WOULD
NEGATIVELY AFFECT OUR OPERATIONS AND OUR ABILITY TO GENERATE REVENUES.
We are in competition with numerous competitors in the fingerprint
identification field. These companies offer technologies for the same purposes
to which we plan to develop and market our technologies. These companies have
substantially greater financial and other resources available to them. There can
be no assurance that we can compete successfully with such other companies.
Competitive pressures or other factors could cause us to lose market share if it
develops at all, or result in significant price erosion, either of which would
have a material adverse effect on our results of operations. For further
information regarding our competition, please see page 16 of this Form 10-KSB.

WE ARE SUBJECT TO SUBSTANTIAL REGULATION WHICH MAY INCREASE OUR COSTS AND
NEGATIVELY AFFECT OUR POTENTIAL PROFITABILITY.
Our operations may be subject to varying degrees of federal, state or local laws
and regulations. Our operations may be subject to federal, state and local laws
and regulations controlling the development of technologies. Any of these
regulations may increase our costs and negatively affect our potential
profitability.

WE FACE PATENT PROTECTION RISKS THAT MAY NEGATIVELY AFFECT OUR BRAND NAME
REPUTATION, REVENUES AND POTENTIAL PROFITABILITY.
Even though we have applied for patent protection of a method and system for
fingerprint encoding and authentication with the United States Patent and
Trademark Office, that government agency may never approve of this patent. Our
patent may violate the proprietary rights of others which may subject us to
damage awards or judgments prohibiting the use of our technology. There is no
assurance that any of our rights in any of our intellectual property will be
enforceable, even if registered, against any prior users of similar intellectual
property. In addition, if we fail to provide adequate proprietary protection,
our names, our brand name reputation, revenues and potential profitability may
be negatively affected.

                                       10

ALL OF OUR MANAGEMENT DECISIONS ARE MADE BY OUR SOLE OFFICER AND DIRECTOR, LAM
KO CHAU; IF WE LOSE HIS SERVICES, WE WILL HAVE TO CEASE OUR OPERATIONS.
The success of our business is dependent upon our sole officer and director, Lam
Ko Chau, and his services are essential to our operations. As such, we must rely
solely on his management decisions. We do not have "key man" life insurance with
Mr. Chau and we have no agreement with Mr. Chau that would prevent him from
leaving us. There is no assurance that we would be able to hire and retain other
management if we lose the services of Mr. Chau. As a result, the loss of Mr.
Chau would have a materially adverse affect upon our business.

OUR MANAGEMENT HAS SIGNIFICANT CONTROL OVER STOCKHOLDER MATTERS, WHICH MAY
AFFECT THE ABILITY OF MINORITY STOCKHOLDERS TO INFLUENCE OUR ACTIVITIES.
Our sole officer and director, Lam Ko Chau, owns approximately fifty-six percent
(56%) of our outstanding common stock. As such, Mr. Chau controls the outcome of
all matters submitted to a vote by the holders of our common stock, including
the election of our directors, amendments to our Articles of Incorporation and
approval of significant corporate transactions. Additionally, Mr. Chau could
delay, deter or prevent a change in our control that might be beneficial to our
other stockholders.

OUR OPERATIONS ARE SUBJECT TO POSSIBLE CONFLICTS OF INTEREST; THERE ARE NO
ASSURANCES THAT WE WILL RESOLVE THESE CONFLICTS IN A MANNER FAVORABLE TO OUR
MINORITY SHAREHOLDERS.
Our sole officer and director is currently involved in other business
activities, including his position as President of Kojon Biometrics, Inc., and
President of Oscan Electro-Optics Inc. Mr. Chau may be involved in future
business activities. In addition, if other business opportunities become
available, Mr. Chau may face a conflict in selecting between our business
objectives and his own. We have not formulated a policy for the resolution of
such conflicts. Future transactions or arrangements between or among our
officers, directors and shareholders, and companies they control, may result in
conflicts of interest, which may have an adverse affect on the rights of
minority shareholders, our operations and our financial condition.

                                       11

THERE IS NO TRADING MARKET FOR OUR COMMON STOCK AND A TRADING MARKET MAY NEVER
DEVELOP, WHICH MAY PREVENT YOU FROM SELLING YOUR SHARES AND MAY RESULT IN THE
LOSS OF YOUR ENTIRE INVESTMENT.
Our common stock was delisted from the OTC Bulletin Board in October 2001. Our
stock is now quoted on the Gray Sheets and there is no trading market for our
common stock. In addition, because we are subject to the penny stock rules by
the Securities and Exchange Commission that requires brokers to provide
extensive disclosure to its customers prior to executing trades in penny stocks,
there may be a reduction in the trading activity of our common stock. As a
result, you may find it difficult to sell your shares of our common stock. If we
fail to develop a trading market for our common stock, you will be unable to
sell your shares.

BECAUSE OUR STOCK IS A PENNY STOCK FOR WHICH THERE IS AND MAY NEVER BE A MARKET,
ANY INVESTMENT IN OUR STOCK IS A HIGH-RISK INVESTMENT AND IS SUBJECT TO
RESTRICTIONS ON MARKETABILITY; YOU MAY BE UNABLE TO SELL YOUR SHARES.
Broker-dealer practices in connection with transactions in penny stocks are
regulated by certain penny stock rules adopted by the Securities and Exchange
Commission. Penny stocks, like shares of our stock, generally are equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on NASDAQ. The penny stock rules
require a broker-dealer, prior to transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and, if the broker-dealer
is the sole market maker, the broker-dealer must disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, broker-dealers who sell these securities to persons other than
established customers and "accredited investors" must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security subject to the penny
stock rules, and investors in our stock may find it difficult to sell their
shares.

REVENUES:
From our inception to date, we have had no revenues.

                                       12

OUR CUSTOMERS:
As of December 31, 2002, and as of the date of this Form 10-KSB, we have had no
customers. Although we plan to engage in the fingerprint encoding and
authentication business, there are no assurances that we will develop any
customers for our products. Because our customers potentially include United
States government agencies, including branches of the United States military,
there is a risk that we will become dependent upon one or a few customers.

GEOGRAPHIC MARKETS:
As of December 31, 2002, and as of the date of this Form 10-KSB, we have not
developed our marketing plan or the products for our proposed fingerprint
encoding and authentication business; as such, we are unable to determine what
our geographic markets will be.

TARGET MARKETS:
Our target markets include the following:
Government
Our target markets include federal, state, and local government agencies,
including:
o        All branches of the United States military;
o        Federal Bureau of Investigation;
o        Office of Homeland Security;
o        Immigration and Naturalization Service;
o        Local police and sheriff's departments;
o        Department of Defense Biometrics Management Office and Joint
         Interoperability Test Command;
o        United States Army Communication Electronics Command;
o        National Security Agency;
o        Justice Department Management Office;
o        Airport authorities;
o        State corrections departments;
o        State judiciary departments;
o        Education departments; and
o        State Probation and Parole departments.

Corporations
o        Financial institutions;
o        Child care;
o        Securities and gaming agencies; and
o        Large retail organizations.

                                       13

MARKETING:
As of July 28, 2003, we had not developed a marketing program for our proposed
fingerprint encoding and authentication operations; however, our plan is to hire
a Chief Operating Officer and Director of Sales and Marketing to direct our
sales activities. If and only if we have our prototype product built and we
complete the initial beta testing, we may hire additional sales associates to
conduct direct sales.

SOURCES AND AVAILABILITY OF RAW MATERIALS/PRINCIPAL SUPPLIERS:
We will rely upon third party manufacturers to manufacture our computer
technology components that comprise our fingerprint scanners and other products.
As such, we do not anticipate being dependent upon raw materials or suppliers
for our proposed fingerprint encoding and authentication operations.

PATENTS, TRADEMARKS AND LICENSES:
Our President, Lam Ko Chau, having previously made certain inventions and
discoveries, filed the following patents with the United States Patent and
Trademark Office for a method and system for fingerprint encoding and
authentication: (a) US Provisional Patent Application Serial No. 60/312,371,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on August 16, 2001; and (b) US Patent Application Serial No. 09/965,809,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on October 1, 2001. On August 15, 2002 our President, Lam Ko Chau, filed a PCT
International Patent Application PCT/CA02/01274, entitled "Method and System for
Fingerprint Encoding and Authentication" with the World Intellectual Property
Organization. The World Intellectual Property Organization, headquartered in
Geneva, Switzerland, is an international organization dedicated to promoting the
use and protection of intellectual property works. As of July 28, 2003, none of
these patent applications have been approved. On February 27, 2003, our
President, Lam Ko Chau, assigned the right, title and interest to all of these
patent applications to us for consideration of $1.

Additionally, our technology applied for in our patent may be challenged and our
use of the technology could be prohibited. If we are not able to obtain patents
or protect our proprietary technology our proposed business will be adversely
affected.

Our ability to compete in the biometrics industry will depend on our ability to
maintain the proprietary nature of our technology, products and manufacturing
processes. We will rely upon patent, trademark, copyright, trade secret and
contract law to establish and protect our proprietary rights; however, there are
no assurances that we will have adequate protection of our proprietary rights or
that our proprietary rights will not be challenged. The loss or circumvention of
our proprietary rights would have a material adverse affect upon our operations
and financial condition.

                                       15

COMPETITION:
The markets for our potential products are increasingly competitive. Our
competitors have substantially longer operating histories, greater name
recognition, larger customer bases and greater financial and technical resources
than us. Because we are financially and operationally smaller than our
competitors, we will encounter difficulties in capturing market share. Our
competitors are able to conduct extensive marketing campaigns and create more
attractive pricing of their target markets than we are. In addition, we do not
have an established brand name or reputation while our competitors have
significantly greater brand recognition, customer bases, operating histories and
financial and other resources. In addition, our markets are characterized by
rapid technological change, which lead to frequent introductions of new features
in products to respond to changing consumer needs and preferences. Our
competitors will have greater financial and operational resources by which to
respond to these consumer needs and preferences. At the present time, we have
not formulated a plan to overcome the competitive advantages of our competitors,
and we will not do so until we develop our product or products.

REGULATORY MATTERS/EFFECT OF EXISTING GOVERNMENTAL REGULATIONS:
As of December 31, 2002 and through the date of this Form 10-KSB, we were not
subject to government regulations pertaining to our business. Our future
operations will be subject to extensive and ever changing federal, state and
local laws and regulations.

COST OF COMPLIANCE WITH ENVIRONMENTAL MATTERS:
As of December 31, 2002 and through the date of this Form 10-KSB, we were not
subject to environmental regulations or costs. Because the fingerprint encoding
and authentication business does not involve the emission of pollutants or other
dangerous substances, we do not anticipate being subject to environmental
regulations or costs relating to our proposed fingerprint encoding and
authentication operations.

RESEARCH AND DEVELOPMENT:
During Fiscal Year 2002 and through the date of this Form 10-KSB, we spent no
funds on research and development.

                                       16

EMPLOYEES:
As of December 31, 2002 and the date of this Form 10-KSB, our only employee is
our sole officer and director, Lam Ko Chau.

REPORTS TO SECURITY HOLDERS:
We are subject to the informational requirements of the Securities Exchange Act
of 1934. Accordingly, we file annual, quarterly and other reports and
information with the Securities and Exchange Commission. You may read and copy
these reports and other information we file at the Securities and Exchange
Commission's public reference rooms in Washington, D.C.; New York, New York; and
Chicago, Illinois. Our filings are also available to the public from commercial
document retrieval services and the Internet website maintained by the
Securities and Exchange Commission at www.sec.gov.

DESCRIPTION OF PROPERTY:
During the fiscal year ended December 31, 2002, our executive offices were
located at 501 W. Monroe, Springfield, Illinois, which was the office of Paragon
Management and Marketing, Inc. Our then President/Director, Lyndell Parks, was
the President of Paragon Management and Marketing, Inc. We occupied 1100 square
feet of space in Paragon Management and Marketing, Inc.'s offices of
approximately 2,500 square feet. Paragon Management and Marketing, Inc. did not
charge us for occupying this space. These offices were sufficient to conduct our
operations at that time.

During approximately April 2002, we moved our office to 6066 Vineyard Drive,
Ottawa, Ontario Canada K1C 2M5, which is the residence of our President, Lam Ko
Chau. We occupy 600 square feet of our President's residence which is
exclusively used for our business purposes. Mr. Chau does not charge us for use
of this space. Our offices are sufficient to conduct our operations and we have
no future plans to operate from any other offices.

We do not own any real property or intend to own any real property in the
future. We do not intend to renovate, improve or develop properties. We are not
subject to any competitive conditions for property and currently have no
property to insure. We have no policy with respect to investments in real estate
or interests in real estate and no policy with respect to investments in real
estate mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.

                                       17

LEGAL PROCEEDINGS
There are no material legal proceedings pending or, to our knowledge, threatened
against us.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We submitted one matter to a vote of our security holders during our fiscal year
ended December 31, 2002. Specifically, on March 26, 2002, our Directors
unanimously approved the adoption of Articles of Amendment to our Articles of
Incorporation to change our name to Liska Biometry, Inc. On March 26, 2002, our
majority shareholder, Kojon Biometrics Inc., executed a written consent
approving the Amendment to our Articles of Incorporation.

PART II

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock had been previously quoted on the OTC Bulletin Board under the
symbol "LSKA". In October 2001, our common stock was delisted from the OTC
Bulletin Board for failure to file required periodic filings with the Securities
and Exchange Commission. Since that time, our common stock has been listed on
the "Gray Sheets." The high and low bid information for each quarter, if
applicable, for the last fiscal year is presented below. The quotations are
interdealer prices without adjustment for retail markups, markdowns or
commissions and do not necessarily represent actual transactions. These prices
may not necessarily be indicative of any reliable market value.

QuarterHighLow

Fiscal Year Ended 12/31/01
First Quarter                  $3.75              $0.50
Second Quarter                 $0.50              $0.04
Third Quarter                  $0.025             $0.018
Fourth Quarter                 $0.01              $0.0001

Fiscal Year Ended 12/31/02
First Quarter                  $0.00              $0.00
Second Quarter                 $0.00              $0.00
Third Quarter                  $0.00              $0.00
Fourth Quarter                 $0.00              $0.00

Fiscal Year Ended 12/31/03
First Quarter                  $0.00              $0.00

We received the above stock information from an Internet-based website.

                                       18

HOLDERS:
As of December 31, 2002, we had approximately 45 holders of record of our common
stock. As of July 28, 2003, as a result of Kojon Biometrics, Inc.'s distribution
of the 9,000,000 shares to its shareholders on that date, we have 65 holders of
our common stock.

ISSUED AND OUTSTANDING STOCK:
As of December 31, 2002, there were 9,898,275 shares of common stock issued and
outstanding. As of July 28, 2003, there were 10,898,275 shares of common stock
outstanding held by 65 holders of record. Each share of common stock entitles
the holder to one vote on each matter that may come before a meeting of the
shareholders. We currently have one class of common stock outstanding.

We are authorized to issue 10,000,000 shares of preferred stock, of which no
shares are issued and outstanding.

OPTIONS:
We have no outstanding options since our inception.

WARRANTS:
We have not issued any warrants since our inception.

DIVIDENDS:
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying dividends in the foreseeable future. We plan to
retain future earnings, if any, for use in our proposed business operations. Any
decisions as to future payment of dividends will be at the discretion of our
Board of Directors.

                                       19

RECENT SALES OF UNREGISTERED SECURITIES:
During January 2001, we effected a ten (10) for one (1) forward stock split. In
May 2001, we effected a one (1) for one hundred (100) reverse stock split. All
share and per share amounts below have been adjusted to give effect to these two
stock splits.

On January 1, 2002, we issued 9,000,000 shares of our common stock to Paragon
Management and Marketing, Inc. in exchange for consulting services rendered to
us. We valued these shares at an aggregate price of $9,000.

On January 1, 2002, we issued 2,404 shares of our common stock to G. Bryan
Thomas, our former director for services rendered to us as a member of our Board
of Directors. We valued these shares at an aggregate price of $2.00.

Pursuant to the terms of a June 20, 2003 agreement, on June 26, 2003, we issued
1,000,000 shares of our common stock to Lane Capital Markets, LLC, in exchange
for Lane Capital Markets, LLC releasing us from our obligation to pay their
outstanding cash fees of $65,000 for consulting services they had previously
rendered to us.

None of the above issuances involved underwriters, underwriting discounts, or
commissions. We relied upon Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D in offering these shares. We believed
these exemptions were available because: o We are not a blank check company; o
Total sales did not exceed $1,000,000; o All sales of our common stock to the
above persons was made by our officers or directors; o Sales were not made by
general solicitation or advertising; o Sales were made to persons with
pre-existing relationships to the Company, our officers or directors; and o
Sales were made to investors who were either accredited investors or who
represented that they were sophisticated enough to evaluate the risks of the
investment.

FORWARD LOOKING STATEMENTS
The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes. For purposes of this Management's Discussion and Analysis, the
words "we" or "our" refer to Liska Biometry, Inc. This discussion and analysis
contains forward-looking statements based on our current expectations,
assumptions, estimates and projections overview. The words or phrases "believe,"
"expect," "may," "should," "anticipates," or similar expressions are intended to
identify "forward-looking statements". Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of risks and uncertainties pertaining to our business, including those risks
summarized on pages 8-12 of this Form 10-KSB.

                                       20

PLAN OF OPERATIONS
We plan to accomplish the following in our Plan of Operations over a period of
12 months. At the present time we do not have sufficient cash resources to
conduct our Plan of Operations. Therefore, our Plan of Operations is contingent
upon receiving adequate financing to meet costs of $915,500 and will not
commence until we receive such financing.

APPOINT EXECUTIVE MANAGEMENT TEAM
We will attempt to fill the following full-time executive management positions:
o        Chief Operating Officer;
o        Chief Financial Officer; and
o        Vice President - Sales & Marketing

We estimate that our annual salary expenditures for these positions will be
$198,000 composed of a salary of $48,000 for each of the above positions. In
addition, our Chief Executive Officer's salary will be $54,000.

ENGAGE RESEARCH & DEVELOPMENT CONSULTANTS
We intend to utilize five consultants pertaining to our manufacturing,
engineering and other research and development needs. These consultants will
deliver solutions to the ongoing development of our products and services. The
annual estimated costs associated with these consultants are $90,000.

HIRE ENGINEERING TEAM
We plan to hire the following positions that will comprise our engineering team
that will develop our fingerprint technology: o 1 Chief Scientist; o 2 full-time
software engineers; and o 1 full-time software/hardware engineer.

The annual salary costs associated with these positions is $120,000.

CAPITAL EXPENDITURES
We intend to purchase capital equipment for our research and development, which
will consist primarily of computer hardware. The estimated cost of this
equipment is approximately $12,500.

ENGAGE BUSINESS DEVELOPMENT CONSULTANTS
We intend to contract out our business development function to consultants who
will assist our management to identify marketing opportunities for our products
and services. The estimated annual expenditures for the business development
consultants are $60,000.

                                       21

RESEARCH AND DEVELOPMENT OF FINGERPRINT SCIENCE
We intend to study the relationship between a solid fingertip and its
fingerprint impression, and the transfer of unique characteristics from the
source to the samples. This research will be conducted by the engineering team
that we hire, as referred to above under "Hire Engineering Team." The purpose of
this research is to enhance the dependability of the fingerprint scanner device
that we develop. The total expenditure for this study will be $5000.

DEVELOP AND INITIATE MARKETING EFFORT
Our Vice President of Marketing will survey the key markets, customers, use
systems, planning initiatives and oversight bodies to develop a strategy for
brand name recognition. Generally this strategy will include working with the
following government agencies:
o        Department of Defense Biometrics Management Office and Joint Interoperability
         Test Command;
o        United States Army Communication Electronics Command;
o        National Institute for Standards in Technology;
o        National Security Agency; and o Justice Department Management Office.

In addition, we will acquire other market information and contacts by joining
key industry group and hiring industry analysts. The annual cost associated with
this marketing effort is $45,000.

DEVELOP SOFTWARE ALGORITHMS
We will use third party live-scan fingerprint scanners to develop our initial
proprietary software algorithms. Our goal in this regard is to reach the proof
of concept stage, illustrating the differentiating features of embedded software
algorithms - that is, the capability to measure the stable content of a
fingerprint image and to express it as a short numeric output. For a given
legible and distinct fingerprint input, the output number is expected to be
distinct from person to person. This aspect of our Plan of Operations will be
accomplished by the team of engineers that we hire and will be headed by our
Chief Executive Officer, Lam Ko Chau. We estimate that the total expenditure for
algorithm development will be $10,000.

DEVELOPMENT OF FINGERPRINT SCANNER PROTOTYPE
We will attempt to build our own scanner to specifications dictated by our
patent-pending algorithms. We estimate the cost of outsourcing labor and
materials to build this scanner will be approximately $100,000.

                                       22

MANUFACTURING
We will pre-qualify prospective contract third party manufacturing firms to
manufacture our fingerprint technology related products. We expect that most of
the technological components of the fingerprint scanner can also be outsourced
to third-party manufacturers.

We will also interview and hire a Director of Manufacturing who will be required
to have a background in electro-optical and mechanical engineering. This
Director of Manufacturing will oversee the manufacturing process of our third
party manufacturers to ensure quality control and that the manufacturing is
accomplished according to our specifications. We intend to hire the Director of
Manufacturing at a maximum annual salary of $60,000.

TESTING OF PROTOTYPE
We will submit our prototype product to the following government regulatory
agencies:
o        Department of Defense Biometrics  Management Office which provides
         testing and analysis of any biometric product that wishes to be
         considered by the Department of Defense;
o        National Institute for Standards and Technology which performs
         acceptance testing for the Department of Justice Management Division;
         and
o        Joint Interoperability Test Command which makes sure that persons,
         machines and computers across all branches of the military can
         communicate with each other.

We will also consult with commercial organizations that set standards in the
commercial sector, including BioAPI Consortium, the International Biometrics
Group and the International Biometrics Industry Association. The purpose of our
consultation with these organizations is to ensure that we design and build a
system that: (a) meets customer needs in the fingerprint technology area on an
up-to-date basis; (b) has the ability to operate and integrate two or more
different systems such as the Federal Bureau of Investigation that uses a "10
rolled print" identification process and Immigration and Naturalization Service
which uses a "2 index finger plain print" identification process; and (c) in
order to meet Department of Defense regulations and criteria and
interoperability guidelines.

An experienced Business Development Manager will be added in this phase as well
as an Applications Engineer and Marketing Programs Manager. Compensation will
include base salary, bonuses and stock options.

                                       23

MARKETING
Marketing expenditures will focus on the broad dissemination of our test
results. By using a biometrics knowledgeable public relations firm, we will
attempt to increase our market recognition, provide promotional sampling of our
products and target key customers. We will attempt to develop strategic partners
to collaborate on our marketing and technological integration efforts. Such
strategic partners may include the following: o Facial and eye recognition (iris
and retina) system vendors; o Federal security suppliers and contractors; o
Military sourcing organizations; and o Other distribution channels that target
military and commercial security markets.

We will use the following prospecting and marketing techniques:
o        Phone and meet with existing and retired military personnel, especially
         those that are or were employed by the Immigration and Naturalization
         Service, all branches of the United States military, the Federal Bureau
         of Investigation and the National Security Agency;
o        Determine from prospective and actual commercial and government clients
         what their existing needs and desires are regarding a biometric system;
         and
o        Use information from the following sources to determine trends in the
         commercial and government markets: (a) biometric organizations; (b) our
         own general market study; and (c) conduct research on the Internet
         regarding our competition.

The approximate expenditure for the second phase of our marketing campaign,
including compensation, is $215,000.

SUMMARY OF ESTIMATED COSTS

Executive Management                                   $198,000.00
Research and Development Consultants                   $ 90,000.00
Engineering Team                                       $120,000.00
Capital Expenditures                                   $ 12,500.00
Business Development Consultants                       $ 60,000.00
Task: Research and Development of Fingerprint Science  $  5,000.00
Initiate Marketing Effort                              $ 45,000.00
Develop Software Algorithms                            $ 10,000.00
Development of FP Scanner Prototype                    $100,000.00
Manufacturing                                          $ 60,000.00
Marketing Campaign: Phase II                           $215,000.00
--------------------------------------------------------------------
TOTAL                                                  $915,500.00

                                       24

REVENUES.
We cannot determine whether our revenues, if any, will ever be sufficient to
produce a positive cash flow or result in net profits. You should carefully
consider the discussion appearing below under "Liquidity and Capital Resources".
Since our inception through December 31, 2002, and as of the date of this Form
10-KSB, we have earned no revenues. We do not expect to earn significant
operating revenues in the foreseeable future. Our losses are expected to
continue, principally as a result of our estimated expenditures of $915,500, as
reflected above.

LIQUIDITY AND CAPITAL RESOURCES.
As of December 31, 2002, we had limited cash resources of only $615. We do not
have any other internal sources of working capital. All required administrative
expenses are currently being paid by our President. We did not receive any
revenues during our Fiscal Year 2002 or thereafter. We do not anticipate earning
revenues until such time that we obtain financing to implement our Plan of
Operations, if ever. Even if we complete our Plan of Operations, there are no
assurances that we will successfully develop a marketable product.

Since our inception, our operating expenses have exceeded our revenues, which
has been $0. We have insufficient working capital to fund our planned growth and
ongoing operating expenses. As a result, we expect to continue to experience
significant negative operating cash flow for the foreseeable future. Our
existing working capital will not be sufficient to fund the continued
implementation of our Plan of Operations during the next 12 months and to meet
our general operating expenses. If we do not have sufficient working capital to
implement our Plan of Operations, we may have to cease operations.

We have no alternative Plan of Operations. In the event that we do not receive
financing, if our financing is inadequate or if we do not adequately implement
an alternative Plan of Operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions: o Sell or dispose of our assets,
if any; o Pay our liabilities in order of priority, if we have available cash to
pay such liabilities; o If any cash remains after we satisfy amounts due to our
creditors, distribute any remaining cash to our shareholders in an amount equal
to the net market value of our net assets; o File a Certificate of Dissolution
with the State of Florida dissolve our corporation and close our business; and o
Make the appropriate filings with the Securities and Exchange Commission so that
we will no longer be required to file periodic and other required reports with
the Securities and Exchange Commission, if, in fact, we are a reporting company
at that time.

                                       25

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.

We do not know and cannot determine which, if any, of these actions we will be
forced to take.

If any of these foregoing events occur, you could lose your entire investment in
our shares.

There is substantial doubt about our ability to continue as a going concern as
we have suffered recurring losses from operations and have no established source
of revenue. Accordingly, our independent auditors included an explanatory
paragraph in their report on our December 31, 2002 financial statements
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.

FINANCIAL STATEMENTS

                              Liska Biometry, Inc.
                               Table of Contents

                                                           Page

Report of Independent Auditors.............................F-1
Consolidated Balance Sheet.................................F-2
Consolidated Statements of Operations......................F-3
Consolidated Statement of Stockholders' (Deficit)..........F-4
Consolidated Statements of Cash Flows......................F-5
Notes to Consolidated Financial Statements.................F-6 - F-14

                                       26

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
Liska Biometry, Inc.

We have audited the accompanying consolidated balance sheet of Liska Biometry,
Inc. (A Development Stage Company) as of December 31, 2002, and the related
consolidated statements of operations, stockholders' (deficit) and cash flows
for the years ended December 31, 2002 and 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Liska Biometry, Inc.
(Development Stage Company) as of December 31, 2002, and the results of its
operations, and its cash flows for the years ended December 31, 2002 and 2001,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered a loss from operations, has
working capital and stockholders' deficiencies and is in the development stage.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to this matter are also discussed
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Stark Winter Schenkein & Co., LLP
Denver, Colorado
March 21, 2003

                                      F-1

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                December 31, 2002

Assets

Current assets:

        Cash                                               $     616
                                                           =========

Liabilities and stockholders' (deficit)

Current liabilities:

        Accounts payable and accrued expenses              $ 158,506
        Due to affiliate                                         690
        Due to investors                                      35,000
                                                           ----------
          Total current liabilities                          194,196
                                                           ==========

Stockholders' (deficit):
        Preferred stock, no par value,
          10,000,000 shares authorized
        Common stock, no par value,                                -
          100,000,000 shares authorized,
          9,898,275 shares issued and outstanding            646,177
        Additional paid in capital                         1,054,990
        Deficit) accumulated during the development stage (1,894,747)
                                                           ----------
                                                            (193,580)
                                                           ----------
                                                           $     616
                                                           ==========

      See the accompanying notes to the consolidated financial statements.

                                      F-2

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                   Years Ended December 31, 2002 and 2001 and
                 Inception (August 1, 2000) to December 31, 2002

                                                        Year Ended         Year Ended       Inception to
                                                        December 31,       December 31,     December 31,
                                                            2002               2001             2002
                                                        -----------        -----------      ------------
Sales                                                   $      -           $     8,000      $     8,000

Cost of goods sold                                             -                   892              892
                                                        -----------        -----------      ------------
Gross profit                                                   -                 7,108            7,108
                                                        -----------        -----------      ------------
Operating expenses:
        Impairment of license                                  -                58,812           58,812
        Selling, general and administrative expenses        40,746           1,651,164        1,843,293
                                                        -----------        -----------      ------------
                                                            40,746           1,709,976        1,902,105
                                                        -----------        -----------      ------------
(Loss) from operations                                     (40,746)         (1,702,868)      (1,894,997)
                                                        -----------        -----------      ------------
Other income (expense):
        Other income                                           -                   250              250
                                                        -----------        -----------      ------------
Net (loss)                                              $  (40,746)        $(1,702,618)     $(1,894,747)
                                                        ===========        ===========      ===========
Per share information - basic and fully diluted:

        Weighted average shares outstanding              9,898,275             622,615        2,263,421
                                                        ===========        ===========      ===========                                                        -----------        -----------      ------------
        Net (loss) per share                            $   (0.00)         $    (2.73)      $    (0.84)
                                                        ===========        ===========      ===========                                                        -----------        -----------      ------------

         See the accompanying notes to the financial statements.

                                      F-3

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                Consolidated Statement of Stockholders' (Deficit)
                 Inception (August 1, 2000) to December 31, 2002
                                                                                             (Deficit)
                                                                                            Accumulated
                                                                           Additional        During the
                                                  Common Stock               Paid in        Development
                                             ----------------------
                                             Shares              Amount      Capital           Stage         Total
                                             -----------      ----------   -----------        -----------    ----------
Inception                                            -         $       -   $         -        $         -    $        -

Issuance of founders shares for services
        at $.25 per share                      110,000            27,500             -                  -        27,500
Issuance of founders shares for expense
        reimbursement at $.25 per share        200,000            50,100             -                  -        50,100
Common shares issued for license and
        rights at $.25 per share               190,000            47,500             -                  -        47,500
Common stock issued for services
        at $.25 per share                           42               104                                            104
Net (loss) for the  period                           -                 -             -           (151,383)     (151,383)
                                             -----------       ----------  -----------        -----------    ----------
Balance at December 31, 2000                   500,042           125,204             -           (151,383)      (26,179)

Common shares issued for recapitalization      103,200             5,350             -            (31,345)      (25,995)
Reclassification of accumulated deficit               -                -       (31,345)            31,345             -
Stock and options issued to consultants
        for services                                  -                -     1,079,670                  -     1,079,670
Shares issued for services at $19.34
        per share                                12,229          236,621                                        236,621
Shares returned and retired                   (130,000)                -             -                  -             -
Shares issued to settle debt at $.65
        per share                              410,400           270,000             -                  -       270,000
Net (loss) for the year                              -                 -             -         (1,702,618)   (1,702,618)
                                             -----------       ----------  -----------        -----------    ----------
Balance at December 31, 2001                   895,871           637,175     1,048,325         (1,854,001)     (168,501)

Shares issued for services at $.001
        per share                            9,002,404             9,002             -                  -         9,002
Contributed services                                 -                 -         6,000                  -         6,000
Contributed capital                                  -                 -           665                  -           665
Net (loss) for the year                              -                 -             -            (40,746)      (40,746)
                                             -----------       ----------  -----------        -----------    ----------
Balance at December 31, 2002                 9,898,275         $ 646,177   $ 1,054,990        $(1,894,747)   $ (193,580)
                                             ===========       ==========  ===========        ============   ===========

             See the accompanying notes to the financial statements.

                                       F-4

                              Liska Biometry, Inc.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                   Years Ended December 31, 2002 and 2001 and
                 Inception (August 1, 2000) to December 31, 2002

                                                                Year Ended          Year Ended         Inception to
                                                                December 31,        December 31,       December 31,
                                                                    2002                2001               2002
                                                               ------------        ------------       --------------
Cash flows from operating activities:
Net (loss)                                                     $ (40,746)          $ (1,702,618)      $ (1,894,747)
        Adjustments to reconcile net (loss) to net cash
        (used in) operating activities:
        Amortization                                                   -                 38,688             38,688
        Common stock issued for services                           9,002                301,421            338,027
        Common stock issued for expenses paid by founders              -                      -             50,100
        Shares issued pursuant to recapitalization                     -                (25,995)           (25,995)
        Loss on impairment of license                                  -                 58,812             58,812
        Stock and options issued to consultants for services           -              1,079,670          1,079,670
        Contribution of services                                   6,000                      -              6,000
        Increase in accounts payable and accrued expenses         25,005                208,486            270,706
        Increase (decrease) in bank overdraft                          -                   (464)                 -
                                                               ------------        ------------       --------------
Net cash (used in) operating activities                             (739)               (42,000)           (78,739)
                                                               ------------        ------------       --------------

Cash flows from investing activities:
        Payment for license                                            -                      -            (50,000)
                                                               ------------        ------------       --------------
Net cash (used in) investing activities                                -                      -            (50,000)
                                                               ------------        ------------       --------------

Cash flows from financing activities:
        Capital contributions                                        665                      -                665
        Advances from affiliate                                      690                      -                690
        Proceeds from investor loans                                   -                 42,000            128,000
                                                               ------------        ------------       --------------
Net cash provided by financing activities                          1,355                 42,000            129,355
                                                               ------------        ------------       --------------

Net increase (decrease) in cash                                      616                      -                616

Beginning - cash balance                                               -                      -                  -
                                                               ------------        ------------       --------------

Ending - cash balance                                          $     616           $          -       $        616
                                                               ============        ============       ==============

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

Non cash investing and financing activities:

        Common stock issued for license                        $       -           $          -       $     47,500
                                                               ============        ============       ==============
        License acquired in exchange for payable               $       -           $          -       $  1,450,000
                                                               ============        ============       ==============
        Write off of license and related payable               $       -           $  1,450,000       $  1,450,000
                                                               ============        ============       ==============
        Common stock issued to settle investor loans           $       -           $    205,200       $    205,200
                                                               ============        ============       ==============

             See the accompanying notes to the financial statements.

                                       F-5

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Company was incorporated as 3045 Corporation under the laws of the State of
Florida on October 26, 1999. On January 19, 2001 the name was changed to Florian
International, Inc., on June 26, 2001 the name was changed to FTLA, Inc. and on
June 24, 2002 the name was changed to Liska Biometry, Inc. The Company is in the
development stage and its business plan consists of providing biometric
identification services, specifically products and technology for the
identification and authentication of individuals using live scan fingerprints.

On January 9, 2001, the Company acquired all of the issued and outstanding
common shares of H2O International, Inc. ('H2O') (See Note 2) in exchange for
500,042 shares of its common stock (approximately 83% of the issued and
outstanding shares of the Company after this issuance).

H2O was a development stage company formed for the purpose of marketing a
cleaning process for large-scale water and fluid treatment filtering and storage
facilities.

This acquisition of H2O, the accounting acquirer, by the Company, a
non-operating entity, was considered in substance a capital transaction and has
been accounted for as a reverse acquisition, and no goodwill or other intangible
assets have been recorded. On this basis, the historical financial statements as
of and prior to the acquisition date represented the operations of H2O.

Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. All intercompany accounts and balances have been
eliminated in consolidation.

Revenue Recognition

The Company will recognize revenue when products are shipped or services are
performed. The Company has not generated significant revenue to date.

Cash and Cash Equivalents

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

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets.

Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2002. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
accounts payable and accrued expenses. Fair values were assumed to approximate
carrying values for these financial instruments because they are short term in
nature and their carrying amounts approximate fair values or they are receivable
or payable on demand.

                                      F-6

Long Lived Assets

The carrying value of long-lived assets, including goodwill and intangibles, is
reviewed on a regular basis for the existence of facts and circumstances that
suggest impairment. Should there be impairments in the future, the Company will
measure the amount of the impairments based on the undiscounted expected future
cash flows from the impaired assets.

Net Income (Loss) per Common Share

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

Foreign Currency Translation

The Company maintains a Canadian dollar bank account. Assets and liabilities
will be translated using the exchange rate in effect at the balance sheet date.
Income and expenses will be translated at the average exchange rate for the
year. Translation adjustments will be reported as a separate component of
stockholders' equity. To date there have been no material foreign currency
transactions.

Use of Estimates

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

Segment Information

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

                                      F-7

Income Taxes

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

Stock-Based Compensation

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

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

Reclassifications

Certain items previously reported in the prior year have been reclassified to
conform to current year presentation.

Recent Pronouncements

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

                                      F-8

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

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

In November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the Company's financial statements.

In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." SFAS 144 provides new guidance on the
recognition of impairment losses on long-lived assets with definite lives to be
held and used or to be disposed of and also issued the definition of what
constitutes a discontinued operation and how the results of a discontinued
operation are to be measured and presented. SFAS 144 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS 144 did not have a
material impact on the Company's financial position, results of operations, or
cash flows.

In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 requires the fair value of a liability for an asset
retirement obligation to be recognized in the period that it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
SFAS 143 is effective for fiscal years beginning after June 15, 2002. The
adoption of SFAS 143 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

                                      F-9

In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets,"
which provides for non-amortization of goodwill and intangible assets that have
indefinite useful lives, annual tests of impairments of those assets and interim
tests of impairment when an event occurs that more likely than not has reduced
the fair value of such assets. The statement also provides specific guidance
about how to determine and measure goodwill impairments, and requires additional
disclosure of information about goodwill and other intangible assets. The
provisions of this statement are required to be applied starting with fiscal
years beginning after December 15, 2001, and applied to all goodwill and other
intangible assets recognized in the financial statements at that date. Goodwill
and intangible assets acquired after June 30, 2001 will be subject to the
non-amortization provisions of the statement. Early application is permitted for
entities with fiscal years beginning after March 15, 2001, provided that the
first interim financial statements had not been issued previously. The Company's
adoption of the provisions of SFAS 142 did not have a material impact on the
Company's financial position, results of operations or cash flows.

In June 2001, the FASB issued SFAS 141, "Business Combinations," which is
effective for all business combinations initiated after June 30, 2001. SFAS 141
requires companies to account for all business combinations using the purchase
method of accounting, recognize intangible assets if certain criteria are met,
as well as provide additional disclosures regarding business combinations and
allocation of purchase price. The adoption of SFAS 141 did not have a material
impact on the Company's financial position, results of operations or cash flows.

Note 2. BASIS OF REPORTING

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

The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. For the year ended December 31, 2002 and the period from inception to
December 31, 2002, the Company incurred net losses of $40,746 and $1,894,747 and
has working capital and stockholders' deficits of $193,580 at December 31, 2002.
In addition, the Company has no revenue generating operations.

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

The Company is pursuing equity financing for its operations. Failure to secure
such financing or to raise additional capital or borrow additional funds may
result in the Company depleting its available funds and not being able pay its
obligations.

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

Note 3. ACQUISITIONS

On January 9, 2001 the Company acquired all of the issued and outstanding common
shares of H2O in exchange for 500,042 shares of its common stock. The
transaction was treated as a recapitalization of the Company and issuance of
103,200 common shares by H2O for the net assets of the Company. The net assets
of H2O consisted of the following at December 31, 2000 and the acquisition date.

                                      F-10

        Licenses and rights                                    $  1,547,500
        Current liabilities                                      (1,573,679)
                                                               -------------
                                                               $    (26,179)
                                                               =============

H2O was a development stage company on the acquisition date and had no revenue
generating operations and an accumulated deficit from inception (August 1, 2000)
to December 31, 2001 aggregating $151,383.

Note 4. IMPAIRMENT OF ASSETS

The Company is in the development stage and was formed for the purpose of
marketing a cleaning process for large-scale water and fluid treatment,
filtering, and storage facilities. On August 1, 2000, the Company entered into a
License Agreement (the "License Agreement") with a third party to license a
patent pending cleaning process and related products (the "Licensed Products")
for large scale water and fluid treatment, filtering and storage facilities. The
Company also assumed from a founder certain manufacturers representative
agreements and the rights to the License Agreement as discussed above with that
third party. The License Agreement allowed the Company to market, sell, and
distribute the Licensed Products under the Florian trade name in stipulated
geographic locations outside the United States and Germany including China,
India, Pakistan, Korea, Indonesia, Philippines, Cambodia, Vietnam, Thailand,
Burma, Laos, Malaysia, Bangladesh, U.A.E., Israel, Saudi Arabia, Kuwait, Qatar,
Taiwan, and Japan. The manufacturers representative agreements cover the States
of Florida and Georgia. The consideration for the license was $1,500,000, a 15%
common stock ownership of the Company (90,000 shares), as stipulated in the
Agreement, future royalties and minimum product purchase requirements in years 4
and thereafter, as stipulated, to maintain the exclusive license. As of December
31, 2000, $50,000 was paid, $950,000 was due on February 23, 2001, and $500,000
was due on July 23, 2001. The common stock aggregating 190,000 shares was issued
as of December 31, 2000. The common shares were valued at $47,500 based on a
contemporaneous issuance to a founder as expense reimbursement. Included in the
190,000 shares was 100,000 shares issued to the founder for the manufacturers
representative agreements and the rights to the License Agreement.

The Company defaulted on the February 23, 2001 payment under the license
agreement and was granted an extension to April 30, 2001. On April 30, 2001 the
licensor notified the Company that it was terminating the license agreement due
to the Company's default on the April 30, 2001 payment. Accordingly, the Company
has written off the unamortized portion of the license and rights asset against
the then remaining liability of $1,450,000, resulting in a loss on impairment of
$58,812 being charged to operations during March 2001. Prior to the write-off of
the license, the Company recognized amortization of $38,688.

As a result of the license termination, the Company has become inactive.

Note 5. STOCKHOLDERS' (DEFICIT)

Common Stock

At December 31, 2002, the Company's no par value common stock authorized was
100,000,000 shares with 9,898,275 shares issued and outstanding and the
Company's no par value preferred stock authorized was 10,000,000 shares. During
January 2001 the Company effected a 10 for 1 forward stock split and during May
2001 the Company effected a 1 for 100 reverse stock split. All share and per
share amounts have been restated to give effect to these splits.

                                      F-11

At inception the Company issued 110,000 shares of common stock to its founders
for services valued at $27,500 which management believes is the fair value of
the services provided. In addition, the Company issued 200,000 shares of common
stock to founders for expense reimbursement of $50,100.

During August 2001 the Company issued 190,000 shares of common stock in exchange
for a license and rights (see Note 4).

During the period from August 2000 to December 2000 the Company issued 42 shares
of common stock in exchange for services valued at $104. The value assigned to
the shares issued corresponds to the per share value of issuances during the
period.

During January 2001 the Company issued 103,200 shares of common stock in
conjunction with the recapitalization described in Note 3. The value of the
common stock of the shell of $5,350 was recorded as common stock in the combined
company and the $31,345 accumulated deficit of the shell was charged to
additional paid-in capital.

During October 2001 certain affiliates returned 40,000 common shares to the
Company's treasury for no consideration. In addition the licensor described in
Note 3 returned 90,000 shares of common stock for no consideration. These shares
were cancelled by the Company.

During October 2001 the Company issued 410,400 shares of common stock in
exchange for the cancellation of debt as described in Note 7.

During the year ended December 31, 2001 the Company issued an aggregate of
12,229 shares of common stock for services valued at $236,621. The value
assigned to the shares issued corresponds to the fair market value of the shares
issued on the date the Company agreed to issue the shares.

In January 2001, under a stock purchase agreement ("the Stock Purchase
Agreement"), three purchasers were to pay $425,000 to acquire 92,500 free
trading common shares of an inactive SEC reporting corporation. The Company
issued 90,000 shares to the purchasers and $250,000 of the $425,000 purchase
price was paid. Under two consulting agreements effective January 9, 2001, the
consultants were made a party to the Stock Purchase Agreement as the sole
compensation pursuant to those consulting agreements. The Consultants received
29,500 fully vested shares each, however, they did not pay for such shares, and
there is no obligation on the consultants to repay the principal stockholder.
Accordingly, the receipt of the shares by the consultants is, in substance, a
payment under the consulting agreements. During the quarter ended March 31,
2001, the Company recognized the entire consulting expense of $270,810 based on
the pro-rata portion of the purchase price of $4.59 per share.

In addition 6,500 of the total purchased shares were granted to a third
consultant for services rendered and an expense of $29,835 was recognized in
January 2001 based on the pro-rata portion of the purchase price of $4.59 per
share.

                                      F-12

During January 2002 the Company issued 9,000,000 shares of its common stock for
services valued at $9,000 to a significant shareholder. In addition, the Company
issued 2,404 shares of its common stock for services valued at $2 to a director.
At the time of issuance there was no market for the Company's common shares and
they were valued at management's estimate of the fair market value of the
shares, which approximated the fair market value of the services provided.

During March 2002 this significant shareholder sold the 9,000,000 common shares
representing a 91% interest in the Company to Kojon Biometrics, Inc. resulting
in a change of control of the Company.

During the year ended December 31, 2002 affiliates of the Company contributed
services valued at $6,000 and cash of $665 to the capital of the Company.

Stock-based Compensation

During January 2001 the Company issued 40,000 common stock purchase options to
an employee exercisable at $1.00 per share. In addition, during February 2001
the Company issued 300,000 common stock purchase options to certain directors
and 1,100,000 common stock purchase options to a consultant exercisable at $.10
per share. Compensation costs charged to operations aggregated $779,025 related
to these options during 2001. The Company cancelled all of these options during
2001.

SFAS 123 requires the Company to provide proforma information regarding net
income and earnings per share as if compensation cost for the Company's stock
option plans had been determined in accordance with the fair value based method
prescribed in SFAS 123. Under the provisions of SFAS 123, the Company's net
(loss) and (loss) per share would not be materially changed:

A summary of stock option activity is as follows:

                                                       Weighted    Weighted
                                              Number    average    average
                                                of     exercise     fair
                                              shares     price      value
                                              ------   --------    --------
        Balance at
          December 31, 2000                        -          -           -
        Granted                            1,440,000       $.13        $3.17
        Cancelled                          1,440,000       $.13        $3.17
        Balance at
          December 31, 2001 and
          2002                                     -
                                           =========

Note 6. INCOME TAXES

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

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

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

As of December 31, 2002, the Company has a net operating loss carryforward of
approximately $1,800,000 subject to any restrictions because of the change in
ownership described in Note 5). This loss will be available to offset future
taxable income. If not used, this carryforward will expire through 2022. The
deferred tax asset of approximately $600,000 relating to the operating loss
carryforward has been fully reserved at December 31, 2002.

                                      F-13

Note 7. DUE TO INVESTORS

During December 2000, the Company raised $86,000 from three investors based on a
private placement offering at $1.00 per share. The investors subsequently agreed
to rescind the subscription agreements and subscribe to a new private placement
offering after the recapitalization described in Notes 1 and 2. Accordingly, the
$86,000 was reflected as a liability at December 31, 2000. During the three
months ended March 31, 2001, the Company raised an additional $154,200
consisting of $42,000 in cash and $112,200 of expenses paid directly to third
parties pursuant to subscription agreements, which because the shares were not
issued was also classified as a liability. During October 2001 the Company
issued 410,400 shares of common stock to retire $205,200 of this liability. The
Company charged the difference between the fair market value of the shares
issued and the agreed upon conversion price of $64,800 to operations during
2001. The unpaid balance of $35,000 is included in the due to investors at
December 31, 2002.

Note 8. COMMITMENTS AND CONTINGENCIES

During the periods covered by these financial statements the Company issued
shares of common stock without registration under the Securities Act of 1933.
Although the Company believes that the sales did not involve a public offering
of its securities and that the Company did comply with the "safe harbor"
exemptions from registration, it could be liable for rescission of the sales if
such exemptions were found not to apply and this could have a material negative
impact on the Company's financial position and results of operations. During the
periods covered by these financial statements the Company entered into several
employment, consulting and other agreements with third parties. Although the
Company obtained settlement releases from a majority of the parties, settlement
releases were not entered into with some of these parties or the settlement
releases were verbal agreements. Future contingencies which cannot be estimated
by management, may exists for the above matters including but not limited to
issuance of capital stock and other financial obligations and may have a
material negative impact on the Company's financial position and results of
operations.

During August 2002 the Company entered into an agreement with a consultant
whereby the consultant would provide financial consulting services to the
Company. Pursuant to the agreement the Company is to pay a monthly fee of $5,000
for these services. In addition, the consultant will receive 1,000,000 shares of
the Company's common stock, provided that within 12 months of the date of the
agreement the consultant provided sufficient working capital to develop the
Company's product. As of December 31, 2002 $25,000 in unpaid fees has been
accrued and the Company has received no working capital from the Consultant.

                                      F-14

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There have been no changes in or disagreements with accountants on accounting
and financial disclosure.

                                    PART III

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
Each of our directors is elected at the annual meeting of stockholders and
serves until the next annual meeting and until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.

Our officers and directors for the fiscal year ended December 31, 2002 were as
follows:

NAME              AGE    POSITION                         TERM
--------------------------------------------------------------------
Lam Ko Chau       64     President, Director               1 year(1)
Lyndell F. Parks  39     Chief Executive Officer,          1 year(2)
                         Chairman of the Board
Audra Parks       33     Secretary, Treasurer, Director    1 year(3)

(1) Lam Ko Chau has been our President and Director since since March 26, 2002.
(2) Lyndell Parks was our Chief Executive Officer and Chairman of the Board from
    February 15, 2001 until March 26, 2002, at which time he resigned from those
    positions.
(3) Audra Parks was our Secretary, Treasurer, and a Director from May 9, 2001
    until March 26, 2002, at which time she resigned from those positions.

Lam Ko Chau has been our President, Director and Chief Accounting Officer since
March 26, 2002. From 1989 to present, Lam Ko Chau has been the President of
Oscan Electro Optics Inc., a privately-held Canadian Corporation, that
previously designed and manufactured live-scan fingerprint scanners and produces
rolled impression optical fingerprint scanners with images stored in smart cards
for one-to-one fingerprint matching. Oscan Electro Optics has been inactive
since approximately 1997. Since April of 2001, Mr. Chau has also served as
President and a Director of Kojon Biometrics, Inc., a privately-held Canadian
corporation which engages in the research and development of opto-chemical
fingerprint scanning and pattern-to-number descriptor algorithm development for
live-scan and large database fingerprint on-line search applications.

                                       27

Lyndell F. Parks was our President and Director from February 15, 2001 to March
26, 2002. From September 1998 until July 28, 2003, Mr. Parks has been the
General Manager of Paragon Management and Marketing, Inc., a consulting firm
located in Springfield, Illinois.

Audra Parks was our Secretary, Treasurer and a Director from May 9, 2001 until
March 26, 2002. From April 1999 until July 28, 2003, Ms. Parks has been the Vice
President of Operations and Consulting Services at Paragon Management and
Marketing, Inc., a consulting firm located in Springfield, Illinois. From
February 1997 to August 1999 Ms. Parks was the franchise owner and manager of
Merry Maids in Springfield, Illinois. Ms. Parks received a Bachelors Degree in
Communications from Southwest Missouri State University in Springfield,
Missouri.

NO COMMITTEES OF THE BOARD OF DIRECTORS:
We do not currently have standing audit, nominating and compensation committees
of our Board of Directors or committees performing similar functions.

SIGNIFICANT EMPLOYEES:
There are no significant employees other than our President and sole Director,
Lam Ko Chau.

FAMILY RELATIONSHIPS:
Audra Parks, our prior Secretary, Treasurer and Director, is the wife of Lyndell
F. Parks, our former President and Director. Joann Parks, President of Paragon
Management and Marketing, Inc., is the mother of Lyndell Parks, our former
President and Director. Paragon Management and Marketing, Inc. was previously a
beneficial owner of our common stock, having held nine million (9,000,000)
shares, or ninety percent (90%), of our common stock which was sold to Kojon
Biometrics, Inc. on March 26, 2002.

LEGAL PROCEEDINGS:
Lyndell Parks, our former President and Director, is a defendant in a civil
action brought by the United States Securities and Exchange Commission, in the
United States District Court, Central District of Illinois, Springfield
Division, SEC v Gorsek et al., Case No. 99-3072 (1999). On or about April 23,
2001, in connection with settlement of this matter, Mr. Parks, without admitting
or denying the allegations contained in the Complaint, consented to an order
enjoining him from violating the anti-fraud provisions of the federal securities
laws, specifically Section 17(b) of the Securities Act of 1933 and Section 10(b)
and Rule 10b-5 of the Securities Exchange Act of 1934. On September 9, 2002, the
Court ordered Mr. Parks to pay $105,000 in disgorgement of profits, plus
prejudgment interest of $35,000 and a civil penalty of $10,000.

                                       28

EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation that we have paid to our executive officers or which has been
accrued for each of our last three completed fiscal years as of December 31,
2002.

SUMMARY COMPENSATION TABLE

                                                                           Long Term Compensation
                                  Annual Compensation                               Awards          Payouts
(a)                    (b)        (c)        (d)        (e)            (f)            (g)        (h)        (i)
Name & Position        Year       Salary     Bonus    Other Annual    Restricted     Securities  L/Tip    All Other
                                                      Compensation    Stock Award(s) Underlying Payouts  Compensation
                                                                                     Options
                                  ($)        ($)        ($)             ($)            (#)        ($)        ($)

Lam Ko Chau            2002        0          0          0               0              0          0          0
President/Director
----------------------------
Audra Parks            2002        0          0          0               0              0          0          0
Secretary/Treasurer/Director
----------------------------
Audra Parks            2001        0          0          0               0              0          0          0
Secretary/Treasurer/Director
----------------------------
Lyndell F. Parks       2002        0          0          0               0              0          0          0
President/Director
----------------------------
Lyndell F. Parks       2001        0          0          0               0              0          0          0
President/Director
----------------------------

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership as of July 28, 2003 by:
o Each shareholder known by us to own beneficially more than five percent (5%)
  of our common stock;
o Each executive officer;
o Each director or nominee to become a director; and
o All directors and executive officers as a group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
---------------   -------------------------        ---------------------   ----------------
Title of Class    Name and Address of              Amount and Nature of    Percent of Class
                  Beneficial Owner                 Beneficial Owner

Common            Lam Ko Chau(1)                   6,171,666/Indirect            56.6%
                  President/Director
                  6066 Vineyard Drive
                  Ottawa, Ontario Canada K1C 2M5

Common            Dr. John E. Watkin               1,500,000/Direct              13.8%
                  19 Drive Way
                  Apartment 911
                  Ottawa, Ontario Canada K2P 1C7

Common            Lane Capital Markets             1,000,000/Direct(2)            9.2%
                  263 Queens Grant Road
                  Fairfield, Connecticut 06430

(1)Lam Ko Chau's indirect ownership is composed of 6,171,666 shares of our
common stock owned by Mr. Chau "In Trust."
(2) Lane Capital Markets LLC, a Connecticut limited liability company is owned 100% by John Lane.

                                       29

SECURITY OWNERSHIP OF MANAGEMENT
---------------   -------------------------        ---------------------   ----------------
Title of Class    Name and Address of              Amount and Nature of    Percent of Class
                  Beneficial Owner                 Beneficial Owner

Common            Lam Ko Chau(1)                   6,171,666/Indirect            56.6%
                  President/Director
                  6066 Vineyard Drive
                  Ottawa, Ontario Canada K1C 2M5

                  Directors and officers           6,171,666/Indirect            56.6%
                  as a group

(1)Lam Ko Chau's indirect ownership is composed of 6,171,666 shares of our
common stock owned by Mr. Chau "In Trust."

The tables are based upon information derived from our stock records as of July
28, 2003. Unless otherwise indicated in the footnotes to the tables, we believe
that each of the shareholders named in the tables has sole or shared voting and
investment power with respect to the shares indicated as beneficially owned.
Except as otherwise noted herein, we are not aware of any arrangements which may
result in a change in our control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On March 26, 2002, Paragon Management and Marketing, Inc., our majority
shareholder at the time, sold 9,000,000 shares of our common stock to Kojon
Biometrics, Inc., a Canadian Corporation, in exchange for $100,000. Of this
amount, Kojon Biometrics, Inc. paid $40,000 in cash. Paragon Management and
Marketing, Inc. exchanged the remaining balance due for 100,000 shares of Kojon
Biometric, Inc's common stock. Lam Ko Chau, our President and sole director, is
the majority shareholder of Kojon Biometrics, Inc. through his ownership of
3,500,000 shares or 60% of Kojon Biometrics, Inc.'s common stock. As a result of
the transaction, Kojon Biometrics, Inc. holds 9,000,000 shares of our common
stock which represented ninety-one percent (91%) of our common stock at the time
of the purchase. At the time of the stock purchase, Lyndell Parks, our President
and a director and Audra Parks, our Secretary, Treasurer and a director,
resigned and appointed Lam Ko Chau to our Board of Directors to fill the
vacancies created by their resignation. Paragon Management and Marketing, Inc.
is owed by Joann Parks who is the mother Lyndell Parks, our former officer and
director.

Our President, Lam Ko Chau, having previously made certain inventions and
discoveries, filed the following patents with the United States Patent and
Trademark Office for a method and system for fingerprint encoding and
authentication: (a) US Provisional Patent Application Serial No. 60/312,371,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on August 16, 2001; and (b) US Patent Application Serial No. 09/965,809,
entitled "Method and System for Fingerprint Encoding and Authentication", filed
on October 1, 2001. On August 15, 2002 our President, Lam Ko Chau, filed a PCT
International Patent Application PCT/CA02/01274, entitled "Method and System for
Fingerprint Encoding and Authentication" with the World Intellectual Property
Organization. The World Intellectual Property Organization, headquartered in
Geneva, Switzerland, is an international organization dedicated to promoting the
use and protection of intellectual property works. On February 27, 2003, our
President, Lam Ko Chau, assigned the right, title and interest to all of these
patent applications to us for consideration of $1.

                                       30

Other than the above transactions, we have not entered into any material
transactions with any director, executive officer, and nominee for director,
beneficial owner of five percent (5%) or more of our common stock, or family
member of such persons in excess of $60,000. We are not a subsidiary of any
company.

PART IV
EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

3.1  Articles of Incorporation of 3045 Corporation dated October 26, 1999.(1)
3.2  Bylaws of 3045 Corporation dated October 25, 1999.(2)
10.1 Assignment dated February 27, 2003.(3)
13.4 Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002, filed
     on May 22, 2003.
13.5 Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002, filed
     on May 22, 2003.
13.6 Quarterly Report on Form 10-QSB for the quarter ended September 30, 2002,
     filed on July 28, 2003.
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Denotes previously filed exhibits: filed on January 7, 2000 with 3045
    Corporation's Form SB-2 registration statement, file # 333-94265.
(2) Denotes previously filed exhibits: filed on January 7, 2000 with 3045
    Corporation's Form SB-2 registration statement, file # 333-94265.
(3) Denotes previously filed exhibits: filed on May 22, 2003 with Liska
    Biometry, Inc.'s Form 10-KSB for the period ended December 31, 2001.

(b)      Reports on Form 8-K.
         None.

Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this Form 10-KSB. This evaluation was carried out under
the supervision and with the participation of our President/Principal Executive
Officer/Principal Accounting Officer, Lam Ko Chau. Based upon that evaluation,
our President/Principal Executive Officer/Principal Accounting Officer concluded
that our disclosure controls and procedures are effective in timely alerting
management to material information relating to us required to be included in our
periodic Securities and Exchange Commission filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

                                       31

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our President/Principal
Executive Officer, to allow timely decisions regarding required disclosure.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

LISKA BIOMETRY, INC.
(Registrant)

Dated:  July 28, 2003

/s/ Lam Ko Chau

By: Lam Ko Chau, President (Principal Executive Officer), Principal Financial
Officer, Principal Accounting Officer, Secretary, Chairman of the Board

SIGNATURES

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

Dated:  July 28, 2003

/s/ Lam Ko Chau

By: Lam Ko Chau, President (Principal Executive Officer), Principal Financial
Officer, Principal Accounting Officer, Secretary, Chairman of the Board

                                       32

    CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Lam Ko Chau, certify that:

1. I have reviewed this annual report on Form 10-KSB of Liska Biometry, Inc.;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Liska
Biometry, Inc. and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to Liska Biometry, Inc., including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of Liska Biometry, Inc.'s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to Liska Biometry,
Inc.'s auditors and the audit committee of Liska Biometry, Inc.'s Board of
Directors (or persons performing the equivalent functions): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect Liska Biometry, Inc.'s ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in Liska Biometry, Inc.'s internal controls; and

6. I have indicated in this annual report whether there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Date: July 28, 2003

/s/ Lam Ko Chau

By: Lam Ko Chau, President (Principal Executive Officer), Principal Financial
Officer, Principal Accounting Officer, Secretary, Chairman of the Board

                                       33
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