`--------------------------------------------------------------------------------
                       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 year ended December 31, 2003

    __  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
              For the transition period from ___ to ___


                              LISKA BIOMETRY, INC.
             (Exact name of registrant as specified in its charter)

        Florida                    333-94265                   061562447
    (State or other         (Commission File Number)        (I.R.S Employer
    jurisdiction of                                        Identification No.)
    incorporation)

                  6066 Vineyard Drive, Ottawa, Ontario K1C 2M5
                    (Address of principal executive offices)

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

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

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

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. [x] Yes   [ ] 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. [ ]

State Issuer's revenues for its most recent fiscal year. $0.

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, 2003 was approximately $0 based
upon the average bid and ask price as reported on the Over the Counter Market as
of December 31, 2003.

As of December 31, 2003, there were 15,434,275 shares of our common stock issued
and outstanding. As of March 31, 2004, there were 15,534,275 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)
Transitional 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, 2003

PART I

Item 1      Description of Business ....................................... 4
Item 2      Description of Property ...................................... 12
Item 3      Legal Proceedings ............................................ 13
Item 4      Submission of Matters to a Vote of Security Holders .......... 13

PART II

Item 5      Market for Common Equity and Related Stockholder Matters ..... 13
Item 6      Management's Discussion and Analysis or Plan of Operation .... 17
Item 7      Financial Statements ......................................... 22
Item 8      Changes in and Disagreements With Accountants on
            Accounting and Financial Disclosure .......................... 23
Item 8A     Controls and Procedures ...................................... 23


PART III

Item 9      Directors, Executive Officers, Promoters and Control
            Persons; Compliance With Section 16(a) of the Exchange Act ... 23
Item 10     Executive Compensation ....................................... 24
Item 11     Security Ownership of Certain Beneficial Owners
            and Management ............................................... 25
Item 12     Certain Relationships and Related Transactions ............... 26
Item 13     Exhibits and Reports on Form 8-K ............................. 26
Item 14     Principal Accountant Fees and Services ....................... 27



             (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; (n) There is no assurance that our research and development of a
fingerprint biometrics technology will ever reach a proof of concept stage or
that we will have a final workable demontration model that incorporates such
technology; and (o) There is no trading market for our common stock and a
trading market may never develop.

Item 1. 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 March 31, 2004, there were 15,534,275 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.

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:
From January 1, 2001 to June 26, 2001, we were known as Floran International,
Inc. At that time our business plan was to market a cleaning process water
technology for large scale water and fluid treatment. Our business plan was
based upon a license agreement we had with Floran Technologies, Inc.

                                       4



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.

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.

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 March 31, 2004, these
patent applications are pending and none of them have been approved. On February
16, 2004 we entered the Canadian National Phase with the Commissioner of
Patents, Ottawa-Gatineau, Canada, regarding the August 15, 2002 International
PCT Application No. PCT/CA2002/001274 at the receiving office in Canada claiming
priority on U.S. Patent Application Serial Number 60/312.371 filed on August 16,
2001 and U.S. Patent Application Serial Number 09/965,809 filed on October 1,
2001. 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.

                                       5



Since Lam Ko Chau became our President in March 2002, our plan has been 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, as more fully detailed on
page 18, we have not completed 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.

MATERIAL AGREEMENTS

Agreement with Lane Capital Markets, LLC
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 LCM
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 (10%) 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 $55,000, represented by the initial
fee of $5,000 and the $5,000 monthly fee for ten months.

Agreement with Anthony Kerrigone
On or about January 1, 2003, we entered into a verbal agreement with Mr. Anthony
Kerrigone to provide us with the following services: (a) advise us on the
requirements to have our common stock quoted on the OTC Bulletin Board and the
filing of a Form 15c-211 application to the National Association of Security
Dealers; (b) advise us and attend meetings regarding the implications of our
capital structure and possible issuance of warrants; and (c) meet with attorneys
and accountants to discuss securities related matters relevant to Securities and
Exchange Commission filings and auditing activities.

In exchange for the services rendered through July 25, 2003 by Anthony
Kerrigone, we issued Mr. Kerrigone 150,000 restricted shares of our common
stock.

Agreement with Oftring & Company, Inc.
On July 3, 2003, we entered into a non-exclusive written 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 was due to expire on
July 3, 2004. On March 8, 2004, we and Oftring both agreed in writing to
terminate the agreement "unequivocally and without any claims of cost."

Agreement with Apollo Holdings, Ltd.
On or about October 16, 2003, we entered into a verbal agreement with Apollo
Holdings, Ltd., a Gibraltar Limited Liability Company whose sole officer,
director, and shareholder is Chris Bonvini, to provide us with consulting
services in the area of global marketing and potential strategic alliances with
companies that will integrate biometric related computer hardware and software
components and network infrastructure and with foreign governments. More
specifically, Apollo Holdings agreed to furnish the Company with the following
services: (a) to act as our advisor regarding existing and potential global
marketing of our future products and services; (b) to solicit strategic
alliances and global partnerships on our behalf; and (c) to analyze our business
and make recommendations regarding expansion and development, including due
diligence investigation of potential merger and/or acquisition candidates.

In exchange for the services rendered through December 31, 2003 by Apollo
Holdings, Ltd., we issued Apollo Holdings, Ltd. 500,000 restricted shares of our
common stock.

Agreement with James Cundiff
On or about November 28, 2003, we entered into a verbal agreement with Mr. James
Cundiff to provide us with consulting services in the area of marketing our
future products/services to potential customers and to be a liaison with senior
government officials and lobby groups affiliated with the United States
military. More specifically, James Cundiff verbally agreed to furnish us with
the following services: (a) advise with respect to existing and potential
marketing of our future products/services; and (b) analyze our business and make
recommendations regarding expansion and development, including due diligence
investigation of potential merger and/or acquisition candidates.

In exchange for the services rendered through December 31, 2003 by James
Cundiff, we issued Mr. Cundiff 40,000 restricted shares of our common stock.

                                       6



Agreement with Todd Moore
On or about December 23, 2003, we entered into a verbal agreement with Todd
Moore to provide us with consulting services in the area of business development
and marketing. More specifically, Todd Moore verbally agreed to furnish us with
the following services: (a) advise us on existing and potential marketing of our
future products/services with Western European countries and principalities; and
(b) analyze our existing business and make recommendations regarding expansion
and development, including due diligence and investigation of strategic European
alliances and/or European partnerships, and European market research and sales
initiatives.

In exchange for the services rendered through December 31, 2003 by Todd Moore,
we issued Mr. Moore 260,000 restricted shares of common stock in the Company.

Agreement with David Clark and Peter Wrage
On March 27, 2004, we entered into a written agreement with David Clark and
Peter Wrage (referred to in the agreement as "the Partners"), to provide us with
the following services: (a) assistance with the definition and strategic
positioning of our products and advisory services regarding potential new or
related products and services; (b) development of a marketing strategy to allow
us to penetrate key market areas around the world; (c) provide introductions to
major government, international organizations and companies that are involved in
security and biometrics; and (d) assist in negotiations of contract with such
organizations. In return for these services, we agree to pay the following
compensation: (a) a monthly fee of $2,000, plus all reasonable expenses; (b)
retainer fees to be accrued and not paid to us, and be carried as an interest
free payable to the Partners, until such time that we achieve investment capital
amounting to a minimum of $1,000,000; (c) for revenue-based achievements
(contracts) involving work by the Partners, a bonus of four percent (4%) of the
contract value in the contract; (d) for non-revenue achievements, a fair and
reasonable bonus will be payable to the Partners as determined by our Board of
Directors; (e) payments of bonuses in accordance with (c) or (d) may be in the
form of shares of our common stock with a mutual agreement between us and the
Partners. In consideration of the engagement with the Partners, we agree to
issue 100,000 restricted shares of our common stock upon the signing of the
agreement and 400,000 restricted shares of our common stock upon signing of the
agreement, but such shares will not be delivered to the Partners until they have
played a major role in delivering tangible benefits to us, as determined by our
Board of Directors. The term of the agreement is from April 1, 2004 to March 31,
2005.


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, 2003, and
related statements of operations, stockholders' (deficit) and cash flows for the
years ended December 31, 2003 and 2002, expressing substantial doubt about our
ability to continue as a going concern. For the year ended December 31, 2003 and
for the period from our inception to December 31, 2003, we incurred net losses
of $1,873,468 and $3,768,215, respectively. In addition, we had working capital
and stockholders deficits of $231,514 at December 31, 2003. 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.

                                       7



OUR ISSUANCE OF SHARES OF OUR COMMON STOCK TO CONSULTANTS HAS DILUTED THE
INTEREST OF OTHER SHAREHOLDERS.
Our management has issued 4,350,000 shares of our common stock or 28% of our
outstanding shares to consultants in accordance with verbal agreements we have
with these consultants. Our issuance of these shares to the consultants
substantially dilutes the ownership interest of our other shareholders.

BECAUSE OUR AGREEMENTS WITH CONSULTANTS ARE VERBAL, IT WILL BE DIFFICULT IF NOT
IMPOSSIBLE TO ENFORCE SUCH AGREEMENTS.
We have agreements with consultants requiring them to provide certain services
to us. Because these agreements are verbal and there is no written document or
record of the terms of those agreements, should we attempt to enforce these
agreements, it will be difficult if not impossible to enforce the terms of those
agreements.

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 positive 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.

WE MAY BE UNABLE TO OVERCOME COMPETITIVE FORCES IN OUR 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 11 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.

                                       8



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.

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 39.73% of our outstanding
common stock, and Christopher LeClerc, our key consultant, owns 17.38%. As such,
Mr. Chau and Mr. LeClerc collectively own 57.11%, and as such together control
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 and Mr. LeClerc 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.

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.

                                       9



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:
We have had no revenues in connection with our fingerprint encoding business.

OUR CUSTOMERS:
As of December 31, 2003, 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, 2003, 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.

                                       10



MARKETING:
As of March 31, 2004, 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:
On August 16, 2001, Lam Ko Chau, our President, filed a provisional United
States (U.S.) patent application in the U.S. Patent and Trademark Office
(USPTO), entitled "Method and System for Fingerprint Encoding and
Authentication" and having serial number No. 60/312,371. On October 1, 2001, Lam
Ko Chau, our President, filed a non-provisional U.S. patent application in the
USPTO, entitled "Method and System for Fingerprint Encoding and Authentication",
having serial number No. 09/965,809 and claiming the benefit of said provisional
U.S. patent application. On August 15, 2002, Lam Ko Chau, our President, filed a
PCT International Patent Application with the Canadian Intellectual Property
Office (CIPO) acting as Receiving Office under the Patent Cooperation Treaty
(PCT), entitled "Method and System for Fingerprint Encoding and Authentication",
having serial number PCT/CA02/01274 and claiming priority from said provisional
U.S. patent application and said non-provisional U.S. patent application. A
Petition to Make Special (PTMS) was filed in the USPTO on December 23, 2002 in
order to accelerate the examination proceedings in respect of said
non-provisional U.S. patent application and said petition was granted on
September 2, 2003. On February 27, 2003, Lam Ko Chau, our President, assigned
the right, title and interest in and to all of the aforementioned patent
applications to Liska Biometry Inc. for consideration of $1. On July 18, 2003,
we assigned the right, title and interest in and to all of the aforementioned
patent applications to Liska Biometry Inc., a Florida Corporation for
consideration of $1. The two aforementioned assignments were recorded with the
USPTO on March 20, 2003 and on July 23, 2003, respectively. On February 16,
2004, said PCT International Patent Application entered the National Phase in
Canada in the name of Liska Biometry Inc., a Florida Corporation. As of March
31, 2004, said non-provisional U.S. patent application and the Canadian National
Phase patent application were pending before their respective patent offices,
with no office actions having yet been received.

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.

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.

                                       11



REGULATORY MATTERS/EFFECT OF EXISTING GOVERNMENTAL REGULATIONS:
As of December 31, 2003 and through the date of this Form 10-KSB, we have not
been 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, 2003 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 2003 and through the date of this Form 10-KSB, we spent no
funds on research and development.

EMPLOYEES:
As of December 31, 2003 and through 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.

Item 2. 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 occupied 600 square feet of our President's residence which was
exclusively used for our business purposes. Mr. Chau did not charge us for use
of this space.

During approximately May 2003, we moved our offices to 100 Sussex Drive, Ottawa,
Ontario, Canada K1A 0R6. We occupy six offices plus shared lab space totaling
977 square feet. We have a one year lease agreement with the National Research
Council of Canada. Our lease expires on March 31, 2004. We intend to renew our
lease with National Research Council upon its expiration. We pay a total of
2,220 Canadian Dollars per month to the National Research Council of Canada,
which consists of: (a) $25 (Canadian Dollars) per square foot per year; and (b)
40 Canadian Dollars per month for one external Internet address. 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.

                                       12



Item 3. LEGAL PROCEEDINGS
On July 31, 2003, a lawsuit was filed against us, Rutherford Law Offices v.
Liska Biometry, Inc., Circuit court of the Seventh Judicial District, County of
Sangamon, Illinois (Case No. 2003-SC-3998), claiming that we owed Rutherford Law
Offices $3,267,70 for legal services rendered to us, for which we failed to make
payment. In August 2003, we paid $1,600 to the Rutherford Law Offices, in
settlement of this matter, and the case was dismissed on August 22, 2003.

Apart from this matter, there are no material legal proceedings pending or, to
our knowledge, threatened against us.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable



PART II

Item 5. 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 quoted 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.

Quarter                                  High               Low

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
Second Quarter                          $0.00              $0.00
Third Quarter                           $0.00              $0.00
Fourth Quarter                          $0.00              $0.00

We received the above stock information from an Internet-based website,
www.stockhouse.com.

HOLDERS:
As of December 31, 2003, we had approximately 72 holders of record of our
common stock. As of March 31, 2004, we had approximately 75 holders or record
of our common stock.

ISSUED AND OUTSTANDING STOCK:
As of December 31, 2003, there were 15,434,275 shares of common stock issued and
outstanding. As of March 31, 2004, there were 15,534,275 shares of common stock
outstanding held by 75 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.

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.

                                       13



RECENT SALES OF UNREGISTERED SECURITIES:
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 this
stock split.

On January 1, 2002, pursuant to a verbal agreement, we issued 9,000,000 shares
of our common stock to Paragon Management and Marketing, Inc. in exchange for
consulting services rendered to us. Paragon Management and Marketing, Inc. is
owned and controlled by Joann Parks, who is the mother of Lyndell Parks, our
former officer and director. We valued these shares at an aggregate price of
$9,000.

On January 1, 2002, pursuant to a verbal agreement, 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. On August 26, 2003, we sold 50,000 shares of our stock
to G. Bryan Thomas for a price of $.50 per share or $25,000. We relied upon
Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering and there was no
general solicitation or general advertising involved in the sale. G. Bryan
Thomas had a pre-existing relationship with Lam Ko Chau, our Officer and
Director. G. Bryan Thomas represented to us that he was purchasing the shares
for investment purposes without a view towards resale. We placed legends on the
stock certificates stating that the securities were not registered under the
Securities Act and set forth the restrictions on their transferability and sale.

Pursuant to the terms of a June 20, 2003 written 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 $55,000 for consulting services they had
previously rendered to us. Lane Capital Markets, LLC is owned and controlled by
John Lane.

On July 25, 2003, pursuant to a verbal agreement, we issued 1,200,000 shares of
our stock to Christopher LeClerc, our consultant, and on October 23, 2003,
pursuant to a verbal agreement, we issued 1,500,000 shares of our stock, in
exchange for consulting services related to our business development rendered to
us from January 1, 2001 to September 30, 2003. The shares issued to Christopher
LeClerc were valued at a price of $0.055 per share, or an aggregate price of
$66,000. We relied upon Section 4(2) of the Act for the sale. We believed that
Section 4(2) was available because the sale did not involve a public offering.
We placed legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

On July 29, 2003, pursuant to a verbal agreement, we issued 400,000 shares of
our stock to Manoj Hippola, our consultant, in exchange for services rendered to
us relating to our financial controls, budgeting, and administrative filings
rendered to us from November 7, 2002 to July 25, 2003. The shares issued to
Manoj Hippola were valued at a price of $0.055 per share, or an aggregate
price of $22,000. We relied upon Section 4(2) of the Act for the sale. We
believed that Section 4(2) was available because the sale did not involve a
public offering. We placed legends on the stock certificates stating that the
securities were not registered under the Securities Act and set forth the
restrictions on their transferability and sale.

On July 29, 2003, pursuant to a verbal agreement, we issued 150,000 shares of
our stock to Jeffrey Hall, our consultant, in exchange for consulting services
related to industry analysis and business development rendered to us from
January 1, 2003 to July 25, 2003. The shares issued to Jeffrey Hall were valued
at a price of $0.055 per share, or an aggregate price of $8,250. We relied upon
Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. We placed legends
on the stock certificates stating that the securities were not registered under
the Securities Act and set forth the restrictions on their transferability and
sale.

On July 29, 2003, pursuant to a verbal agreement, we issued 150,000 shares of
our stock to Anthony Kerrigone in exchange for the following services rendered
to us from January 1, 2003 to July 25, 2003. Specifically Mr. Kerrigone provided
the following services: (a) advised us on the requirements to have our common
stock quoted on the OTC Bulletin Board and the filing of a Form 15c-211
application to the National Association of Security Dealers; (b) advised us and
attended meetings regarding the implications of our capital structure and
possible issuance of warrants; and (c) met with attorneys and accountants to
discuss securities related matters relevant to Securities and Exchange
Commission filings and auditing activities. The shares issued to Anthony
Kerrigone were valued at a price of $0.055 per share, or an aggregate price of
$8,250. We relied upon Section 4(2) of the Act for the sale. We believed that
Section 4(2) was available because the sale did not involve a public offering.
We placed legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

                                       14



On August 1, 2003, pursuant to a verbal agreement, we issued 150,000 shares of
our stock to Kojon Biometrics, Inc. in payment for services rendered to us for
research and development and to reimburse expanses paid by Kojon Biometrics in
the amount of $64,152. 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. The shares were valued at
a price of $0.50 per share, or an aggregate price of $75,000. We relied upon
Section 4(2) of the Act for the sale. We believed that Section 4(2) was
available because the sale did not involve a public offering. We placed legends
on the stock certificates stating that the securities were not registered under
the Securities Act and set forth the restrictions on their transferability and
sale.

On August 26, 2003, we sold 20,000 shares of our stock to Spencer C. Chen for a
price of $.50 per share or $10,000. We relied upon Section 4(2) of the Act for
the sale. We believed that Section 4(2) was available because the sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the sale. Spencer C. Chen had a pre-existing
relationship with Lam Ko Chau, our Officer and Director. Spencer C. Chen
represented to us that he was purchasing the shares for investment purposes
without a view towards resale. We placed legends on the stock certificates
stating that the securities were not registered under the Securities Act and set
forth the restrictions on their transferability and sale.

On September 18, 2003, we sold 40,000 shares of our stock to Dr. Javaid I.
Sheikh for a price of $.50 per share or $20,000, and on March 12, 2004, we sold
40,000 shares of our stock to Dr. Javaid I. Sheikh for a price of $.50 per share
or $20,000. We relied upon Section 4(2) of the Act for the sale. We believed
that Section 4(2) was available because the sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the sale. Dr. Javaid I. Sheikh had a pre-existing relationship with Lam Ko
Chau, our Officer and Director. Dr. Javaid I. Sheikh represented to us that he
was purchasing the shares for investment purposes without a view towards resale.
We placed legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

On October 16, 2003, pursuant to a verbal agreement, we issued 500,000 shares of
our stock to Apollo Holdings Ltd. in exchange for consulting services rendered
by Chris Bonvini relating to potential European markets, with emphasis on
Germany. The shares issued to Apollo Holdings Ltd., a corporation registered in
Seychelles is 100% owned and controlled by Chris Bonvini, were valued at a price
of $0.50 per share, or an aggregate price of $250,000. We relied upon Section
4(2) of the Act for the sale. We believed that Section 4(2) was available
because the sale did not involve a public offering. We placed legends on the
stock certificates stating that the securities were not registered under the
Securities Act and set forth the restrictions on their transferability and sale.

                                       15



On October 27, 2003, we sold 40,000 shares of our stock to Stephen J. Grzywacz
for a price of $.50 per share or $20,000, and on February 20, 2004, we sold
60,000 shares of our stock to Stephen J. Grzywacz for a price of $.50 per share
or $30,000. We relied upon Section 4(2) of the Act for the sale. We believed
that Section 4(2) was available because the sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the sale. Stephen J. Grzywacz had a pre-existing relationship with Lam Ko
Chau, our Officer and Director. Stephen J. Grzywacz represented to us that he
was purchasing the shares for investment purposes without a view towards resale.
We placed legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

On November 4, 2003, we sold 36,000 shares of our stock to Mark Ouellette for a
price of $.50 per share or $18,000. We relied upon Section 4(2) of the Act for
the sale. We believed that Section 4(2) was available because the sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the sale. Mark Ouellette had a pre-existing relationship
with Lam Ko Chau, our Officer and Director. Mark Ouellette represented to us
that he was purchasing the shares for investment purposes without a view towards
resale. We placed legends on the stock certificates stating that the securities
were not registered under the Securities Act and set forth the restrictions on
their transferability and sale.

On December 23, 2003, pursuant to a verbal agreement, we issued 260,000 shares
of our stock to Todd Moore, our consultant, in exchange for services rendered to
us relating to potential European markets. The shares issued to Todd Moore were
valued at a price of $0.50 per share, or an aggregate price of $130,000. We
relied upon Section 4(2) of the Act for the sale. We believed that Section 4(2)
was available because the sale did not involve a public offering. We placed
legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

On December 23, 2003, pursuant to a verbal agreement, we issued 40,000 shares of
our stock to James Cundiff, our consultant, in consideration for services
rendered to us relating to business development, specifically marketing of our
potential products and/or technology. The shares issued to James Cundiff were
valued at a price of $0.50 per share, or an aggregate price of $20,000. We
relied upon Section 4(2) of the Act for the sale. We believed that Section 4(2)
was available because the sale did not involve a public offering. We placed
legends on the stock certificates stating that the securities were not
registered under the Securities Act and set forth the restrictions on their
transferability and sale.

                                       16



Item 6. Management' Discussion and Analysis or Plan of Operations

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 7 -10 of this Form 10-KSB.

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. We have not had sufficient cash resources to
conduct our Plan of Operations since we adopted our new business plan of
fingerprint encoding and authentication. Therefore, our Plan of Operations is
contingent upon receiving adequate financing to meet costs of $960,900 and will
not commence until we receive such financing.


Our Plan of Operations to Date:

ATTENDING CONVENTIONS:
March 2003-November 2003
From March 4-5, 2003, our Consultants, Chris LeClerc and Jeff Hall, attended the
Homeland & Global Security Summit in Washington, D.C. to enhance our
understanding of the procurement process involved with homeland security
contracts. The following topics were discussed at this convention: homeland
security spending and appropriations, contract and procurement procedures
involved with homeland security and defense programs, and homeland security
applications of their companies.

From March 6-8, 2003, our Consultant, Jeff Hall, attended the TechNet 2003
convention in Washington D.C. At this convention, The Armed Forces
Communications and Electronics Association, a non-profit association
representing government, industry and military professionals in the fields of
communications, electronics, intelligence, information systems, imaging and
multi-media, brings together industry officials with the goal of encouraging
close cooperative relationships among civil government agencies, the military,
and industry.

From November 19-20, 2003, our consultant, Jeff Hall, attended the Biometrics
World Executive Conference on Biometrics in Financial Service Applications for
the purpose of understanding our markets and current technologies. At this
conference, analysts, consultants, suppliers and users of biometric systems
discussed the applications of biometric systems.

                                       17


Our attendance at these conventions should not be construed as an indication
that we will derive any benefits whatsoever from such attendance.

RESEARCH AND DEVELOPMENT
Our research and development work on fingerprint biometrics was originally
performed by an affiliated entity, Kojon Biometrics, Inc., from January 1, 2003
to June 30, 2003, for the purpose of conducting a proof of concept
demonstration. This project was conducted by our President, Lam Ko Chau, with
key team member consultants: Dr. John Watkin, Dr. Ruilin Ma, Dr. Tet Yeap, Mr.
Song Guo, and Mr. Yiming Zhang.

In January 2003 we developed a preliminary demonstration model of our proposed
fingerprint technology which provided only a conceptual guide for future
development. We continued our development throughout 2003 and attempted to
improve our core technology and implement changes in our core software; however,
most of our development occurred from September 2003 to December 2003, in which
we made further changes to our core software. We still have not reached the
final proof of concept stage, and we still do not have a final workable
demonstration model. Moreover, a final workable demonstration model is
contingent upon us receiving financing, which we may be unable to obtain. As
reflected below in our Future Plan of Operations, we will continue to develop
our core technology pending adequate financing.

Our Future Plan of Operations:
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.

HIRE ENGINEERING TEAM
We plan to hire the following positions that will comprise our engineering team
that will develop our fingerprint technology:
o  1 senior scientific advisor;
o  4 full-time software engineers; and
o  1 full-time software/hardware engineer.

The annual salary costs associated with these positions is $218,400.

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 sub-contract 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 $54,000.

HIRE EXECUTIVE ASSISTANT
We plan to hire one individual who will be responsible for all the
administrative and human resource functions of the Company.

The annual salary costs associated with this position is $30,000.

DEVELOP AND INITIATE MARKETING EFFORT
Our Vice President of Sales & Marketing will survey the key markets and
customers, and 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 $43,000.

                                       18



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 $20,000.

DEVELOPMENT OF FINGERPRINT SCANNER PROTOTYPE
We will attempt to have our own scanner built to specifications dictated by our
patent-pending algorithms. We estimate the cost of outsourcing labor and
materials to build this scanner will be approximately $200,000.

TESTING OF PROTOTYPE
We plan to 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.

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 $185,000.

                                       19



SUMMARY OF ESTIMATED COSTS
Executive Management                                    $198,000.00
Engineering Team                                        $218,400.00
Capital Expenditures                                    $ 12,500.00
Business Development Consultants                        $ 54,000.00
Executive Assistant                                     $ 30,000.00
Initiate Marketing Effort                               $ 43,000.00
Develop Software Algorithms                             $ 20,000.00
Development of FP Scanner Prototype                     $200,000.00
Marketing Campaign: Phase II                            $185,000.00
--------------------------------------------------------------------
TOTAL                                                   $960,900.00

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".
We earned no revenues during Fiscal Year 2003 or in conection with our business
plan of fingerprint encoding and authentification. 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
$960,900, as reflected above.

LIQUIDITY AND CAPITAL RESOURCES.
As of December 31, 2003, we had limited cash resources of only $843. 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 2003 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.

During Fiscal Year 2003, 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.

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.

                                       20



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, 2003 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.

                                       21



Item 7. Financial Statements


                              Liska Biometry, Inc.






                              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-13



                                       22





                         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, 2003, and the related
consolidated statements of operations, stockholders' (deficit) and cash flows
for the years ended December 31, 2003 and 2002. 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, 2003, and the results of its
operations, and its cash flows for the years ended December 31, 2003 and 2002,
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.


/s/Stark Winter Schenkein & Co., LLP

Stark Winter Schenkein & Co., LLP
Denver, Colorado
March 6, 2004


                                      F-1




                              Liska Biometry, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                December 31, 2003

Assets

Current assets:
      Cash                                                     $          843
                                                               ==============



Liabilities and stockholders' (deficit)

Current liabilities:
   Accounts payable and accrued expenses                       $      197,357
   Due to investors                                                    35,000
                                                               --------------
          Total current liabilities                                   232,357
                                                               --------------
Stockholders' (deficit):
   Preferred stock, no par value,
     10,000,000 shares authorized,
     none issued or outstanding                                             -
   Common stock, no par value,
     100,000,000 shares authorized,
     15,434,275 shares issued and outstanding                       2,112,829
   Additional paid in capital                                       1,060,203
   Stock subscriptions                                                365,000
  (Deficit) accumulated during the development stage               (3,768,215)
                                                               --------------
                                                                     (230,183)
  Other comprehensive income:
    Foreign exchange translation adjustment                            (1,331)
                                                               --------------
                                                                     (231,514)
                                                               --------------
                                                               $          843
                                                               ==============

      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, 2003 and 2002 and
                 Inception (August 1, 2000) to December 31, 2003

                                                    Year Ended       Year Ended      Inception to
                                                   December 31,     December 31,     December 31,
                                                       2003             2002             2003
                                                  --------------   --------------   --------------
Sales                                             $            -   $          -     $        8,000
Cost of goods sold                                             -                -              892
                                                  --------------   --------------   --------------
Gross profit                                                   -                -            7,108
                                                  --------------   --------------   --------------
Operating expenses:
   Impairment of license                                       -                -           58,812
   Selling, general and administrative expenses        1,873,468           40,746        3,716,761
                                                  --------------   --------------   --------------
                                                       1,873,468           40,746        3,775,573
                                                  --------------   --------------   --------------
(Loss) from operations                                (1,873,468)         (40,746)      (3,768,465)
                                                  --------------   --------------   --------------
Other income (expense):
   Other income                                                -                -              250
                                                  --------------   --------------   --------------
Net (loss)                                        $   (1,873,468)  $      (40,746)  $   (3,768,215)
                                                  ==============   ==============   ==============
Per share information - basic and fully diluted:
  Weighted average shares outstanding                 12,093,661        9,898,275        3,940,417
                                                  ==============   ==============   ==============
  Net (loss) per share                            $        (0.15)  $        (0.00)  $        (0.96)
                                                  ==============   ==============   ==============

      See the accompanying notes to the consolidated financial statements.

                                      F-3




                              Liska Biometry, Inc.
                          (A Development Stage Company)
                Consolidated Statement of Stockholders' (Deficit)
                 Inception (August 1, 2000) to December 31, 2003

                                                                                                (Deficit)
                                                                                               Accumulated
                                                       Additional                  Currency     During the
                                    Common Stock        Paid in        Stock      Translation  Development
                                Shares      Amount      Capital    Subscriptions  Adjustment      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)


Shares issued for services
 at $.055 per share            2,900,000     159,500           -              -            -            -      159,500
Shares issued for expense
 reimbursement at $.428
 per share                       150,000      64,152           -              -            -            -       64,152

Shares issued for services
 at $.50 per share             2,300,000   1,150,000           -              -            -            -    1,150,000

Shares issued for cash at
 $.50 per share                  186,000      93,000           -              -            -            -       93,000

Common shares subscribed
 for services                          -           -           -        365,000            -            -      365,000

Contributed capital                    -           -       5,213              -            -            -        5,213

Currency translation
 adjustment                            -           -           -              -       (1,331)           -       (1,331)

Net (loss) for the year                -           -           -              -            -   (1,873,468)  (1,873,468)
                              ----------  ----------  ----------  -------------  -----------  -----------  -----------
Balance at December 31, 2003  15,434,275  $2,112,829  $1,060,203  $     365,000  $    (1,331) $(3,768,215) $  (231,514)
                              ==========  ==========  ==========  =============  ===========  ===========  ===========

      See the accompanying notes to the consolidated financial statements.

                                      F-4



                      Consolidated Statements of Cash Flows
                   Years Ended December 31, 2003 and 2002 and
                 Inception (August 1, 2000) to December 31, 2003

                                          Year Ended     Year Ended    Inception to
                                         December 31,   December 31,   December 31,
                                            2003           2002           2003
                                         ------------   ------------   ------------
Cash flows from operating activities:

Net (loss)                               $(1,873,468)   $   (40,746)   $(3,768,215)
  Adjustments to reconcile net (loss)
   to net cash (used in) operating
   activities:

  Amortization                                     -              -         38,688

  Common stock and options issued
   and subscribed for services             1,738,652          9,002      3,156,349

  Common stock issued for expenses
   paid by founders                                -              -         50,100

  Shares issued pursuant to
   recapitalization                                -              -        (25,995)

  Loss on impairment of license                    -              -         58,812

  Contribution of services                         -          6,000          6,000

  Currency translation adjustment             (1,331)             -         (1,331)

  Increase in accounts payable and
   accrued expenses                           38,851         25,005        309,557
                                         ------------   ------------   ------------

Net cash (used in) operating activities      (97,296)          (739)      (176,035)
                                         ------------   ------------   ------------
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                        5,213            665          5,878

  Common shares issued for cash               93,000              -         93,000

  Advances from affiliate                       (690)           690              -

  Proceeds from investor loans                     -              -        128,000
                                         ------------   ------------   ------------
Net cash provided by financing
  activities                                  97,523          1,355        226,878
                                         ------------   ------------   ------------

Net increase in cash                             227            616            843

Beginning - cash balance                         616              -              -
                                         ------------   ------------   ------------
Ending - cash balance                    $       843    $       616    $       843
                                         ============   ============   ============

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
                                         ============   ============   ============
  Common stock issued to settle
   investor loans                        $         -    $         -    $   205,200
                                         ============   ============   ============

      See the accompanying notes to the consolidated financial statements.

                                      F-5



                              Liska Biometry, Inc.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2003


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 3) 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, 2003. 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' (deficit). 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.

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.

                                      F-7



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 May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet. Further,
SFAS 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.

In December 2002, the 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.

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.

                                      F-8



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.

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, 2003 and the period from inception to
December 31, 2003, the Company incurred net losses of $1,873,468 and $3,768,215
and has working capital and stockholders' deficits of $231,514 at December 31,
2003. 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.

           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.

                                      F-9



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, 2003, the Company's no par value common stock authorized was
100,000,000 shares with 15,434,275 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.

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.

                                      F-10



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 4 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 $270,000 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.

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.

During June and July 2003 the Company issued 2,900,000 shares of common stock
for services valued at $159,500 or $.055 per share which represented the fair
market value of the shares on the dates it was agreed that they would be issued.

                                      F-11



During August 2003 the Company issued 150,000 shares of common stock as
reimbursement for expenses aggregating $64,152 paid by an affiliate.

During August through November 2003 the Company issued 186,000 shares of common
stock for cash aggregating $93,000 or $.50 per share.

During October through December 2003 the Company issued 2,300,000 shares of
common stock for services valued at $1,150,000 and accepted subscriptions for
730,000 shares of common stock for services or $.50 per share which represented
the fair market value of the shares on the dates it was agreed that they would
be issued.

During the year ended December 31, 2003 affiliates of the Company contributed
$5,213 to the capital of the Company.

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, 2003, the Company has a net operating loss carryforward of
approximately $2,100,000 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 2023. The
deferred tax asset of approximately $700,000 relating to the operating loss
carryforward has been fully reserved at December 31, 2003.

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 3. 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, 2003.

                                      F-12



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. During June 2003 the Company issued 1,000,000 shares of
common stock valued at $55,000 in full settlement of the consulting agreement
(See Note 5).

During July 2003 the Company entered into an agreement for a best efforts equity
financing for up to $600,000 or $.50 per common share. The agreement called for
a cash payment of 12% of the funds raised and the issuance of 1,900,000 shares
of common stock. No funds were raised pursuant to the agreement which was
cancelled during 2003.

Note 9. SUBSEQUENT EVENT

In February 2004, the Company sold 60,000 shares of common stock for cash,
aggregating $30,000.

                                      F-13



Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure
None


Item 8A. Controls and Procedures
As of December 31, 2003, the end of the period covered by this report, an
evaluation was performed under the supervision and with the participation of our
management, including our Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, our management, including our
Principal Executive Officer and Principal Financial Officer, concluded that our
disclosure controls and procedures were effective as of December 31, 2003.

There have been no significant changes in our internal control over financial
reporting during the last quarter, which ended December 31, 2003, that have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.


PART III

Item 9. 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, 2003 were as
follows:

NAME              AGE    POSITION                       TERM
--------------------------------------------------------------------
Lam Ko Chau       64     President, Director            1 year(1)

(1) Lam Ko Chau has been our President and Director since since March 26, 2002.

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.

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. Currently,
our Board of Directors, which is composed solely of our President, Lam Ko Chau,
makes the decisions regarding compensation, our audit, the appointment of
auditors, and the inclusion of financial statements in our periodic reports.

Audit Committee Financial Expert
We have no financial expert. We believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because of our start-up
operations, we believe the services of a financial expert are not warranted.

Code of Ethics
We have not yet adopted a corporate code of ethics. Our board of directors is
considering, over the next year, establishing a code of ethics to deter
wrongdoing and promote honest and ethical conduct; provide full, fair, accurate,
timely and understandable disclosure in public reports; comply with applicable
laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.

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

FAMILY RELATIONSHIPS:
None

                                       23



LEGAL PROCEEDINGS:
Lyndell Parks, our former President and Director, was 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.

Item 10. 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,
2003.

SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------
                                           Long Term Compensation
---------------------------------------------------------------------------------------------------------
                                  Annual Compensation                Awards          Payouts
---------------------------  ----------------------------- ------------------------- ------- ------------
                                                                          Securities
                                              Other Annual  Restricted    Underlying L/Tip     All Other
Name & Position       Year   Salary   Bonus   Compensation Stock Award(s)  Options   Payouts Compensation
-------------------- ------  ----------------------------- -------------- ---------- ------- ------------
                              ($)      ($)       ($)           ($)            (#)        ($)       ($)
-------------------- ------  ------ -------- ------------- -------------- ---------- ------- ------------
Lam Ko Chau           2003     0        0         0             0              0          0         0
President/Director
-------------------- ------
Lam Ko Chau           2002     0        0         0             0              0          0         0
President/Director
-------------------- ------


Audra Parks           2002     0        0         0             0              0          0         0
Former Secretary/
Treasurer/Director
-------------------- ------
Audra Parks           2001     0        0         0             0              0          0         0
Former Secretary/
Treasurer/Director
-------------------- ------
Lyndell F. Parks      2002     0        0         0             0              0          0         0
Former President/
Director
-------------------- ------
Lyndell F. Parks      2001     0        0         0             0              0          0         0
Former President/
Director
---------------------------------------------------------------------------------------------------------

                                       24



Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth the ownership as of December 31, 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              6,171,666/Direct          39.73%
                President/Director
                6066 Vineyard Drive
                Ottawa, Ontario
                Canada K1C 2M5

Common          Christopher J. LeClerc   2,700,0000/Direct         17.38%
                157 Healy Road
                Candia, New Hampshire

Common          Dr. John E. Watkin       1,500,000/Direct           9.66%
                19 Drive Way
                Apartment 911
                Ottawa, Ontario
                Canada K2P 1C7

Common          Lane Capital Markets     1,000,000/Direct(1)        6.44%
                263 Queens Grant Road
                Fairfield, Connecticut
                06430
--------------  ----------------------  --------------------  ----------------
Total:                                  11,371,666                 73.20%
--------------  ----------------------  --------------------  ----------------


(1) Lane Capital Markets LLC, a Connecticut limited liability company, is owned
    100% by John Lane.


SECURITY OWNERSHIP OF MANAGEMENT
--------------  ----------------------  --------------------  ----------------
Title of Class  Name and Address of     Amount and Nature     Percent of Class
                Beneficial Owner        of Beneficial Owner
--------------  ----------------------  --------------------  ----------------
Common          Lam Ko Chau              6,171,666/Direct          39.73%
                President/Director
                6066 Vineyard Drive
                Ottawa, Ontario
                Canada K1C 2M5
--------------  ----------------------  --------------------  ----------------
                Directors and officers   6,171,666/Direct          39.73%
                as a group
--------------  ----------------------  --------------------  ----------------

The tables are based upon information derived from our stock records as of March
26, 2004. 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.

                                       25



Item 12. 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.


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.

Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits

Exhibit
Number                 Description
 3.1     Articles of Incorporation of 3045 Corporation dated October 26, 1999(1)
 3.2     Bylaws of 3045 Corporation dated October 25, 1999(1)
10.1     Assignment dated February 27, 2003(2)
10.2     Agreement with Chris LeClerc(3)
10.3     Agreement with Jeffrey L. Hall(3)
10.4     Agreement with David Clark and Peter Wrage
10.5     Lease Agreement with National Council Research of Canada
31.1     Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1     Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002
----------------
(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 May 30, 2003 with Liska
    Biometry, Inc.'s Form 10-KSB for the period ended December 31, 2001.
(3) Denotes previously filed exhibits: filed on August 15, 2003 with Liska
    Biometry, Inc.'s Form 10-QSB for the period ended June 30, 2003.

                                       26



We hereby incorporate the following additional documents by reference: (a) our
Form 10-KSB for the year ended December 31, 2002 which was filed on July 28,
2003, for the year ended December 31, 2001 which was filed on May 30, 2003; and
for the year ended November 30, 2000 which was filed on January 3, 2001; (b) our
Registration Statement on Form SB-2 and all amendments thereto which was filed
on January 7, 2000 and amended on February 8, 2000, March 1, 2000, March 14,
2000, April 3, 2000, and April 4, 2000; (c) our Forms 10-QSB for the periods
ended September 30, 2003 which was filed on November 14, 2003; June 30, 2003
which was filed on August 15, 2003; March 31, 2003 which was filed on August 15,
2003; September 30, 2002 which was filed on July 28, 2003; June 30, 2002 which
was filed on May 30, 2003; March 31, 2002 which was filed on May 30, 2002; June
30, 2001 which was filed on April 4, 2002; September 30, 2001 which was filed on
April 4, 2002; March 31, 2001 which was filed on May 21, 2001; August 31, 2000
which was filed on September 15, 2000; May 31, 2000 which was filed on June 20,
2000; and February 29, 2000 which was filed on April 14, 2000.

(b)  Reports on Form 8-K
None during Fiscal Year 2003



Item 14.  Principal Accountant Fees and Services.
Audit Fees
The aggregate fees billed for the fiscal year ended December 31, 2003 for
professional services rendered by the principal accountant for the audit of our
annual financial statements and review of the financial statements included in
our Form 10-KSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were estimated as follows: We paid our accountant, Stark Winter
Schenkein & Co., LLP, $8,491.



                                       27




SIGNATURES

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


Liska Biometry, Inc.
Registrant

Dated:  April 6, 2004

/s/ Lam Ko Chau

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



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

Dated:  April 6, 2004

/s/ Lam Ko Chau
By: Lam Ko Chau, President (Principal Executive Officer), Principal Financial
Officer, Principal Accounting Officer, Secretary, Chairman of the Board of
Directors (Sole Director)


                                       28`