ELECTRONIC IDENTIFICATION, INC.

                      A Nevada Corporation

                             BY-LAWS

                            ARTICLE I

                   Principal Executive Office

The principal executive office of Electronic Identification, Inc.
(the  "Corporation")  shall be at Suite  411,  1200  West  Pender
Street,  Vancouver,  British  Columbia,  Canada,  V6E  2S9.   The
Corporation may also have offices at such other places within  or
without the State of Nevada as the board of directors shall  from
time to time determine.

                           ARTICLE II

                          Stockholders

SECTION 1.  Place of Meetings. All annual and special meetings of
the  stockholders shall be held at the principal executive office
or  at such other place within or without the State of Nevada  as
the  board  of directors may determine and as designated  in  the
notice of such meeting.

SECTION 2.  Annual Meeting. A meeting of the stockholders for the
election  of  directors  and for the  transaction  of  any  other
business  shall  be held annually at such date and  time  as  the
board of directors may determine.

SECTION 3.  Special Meetings. Special meeting of the stockholders
for  any  purpose or purposes may be called at any  time  by  the
board  of  directors, or by a committee of the board of directors
which as been duly designated by the board of directors and whose
powers and authorities, as provided in a resolution of the  board
of  directors or in these bylaws, include the power and authority
to call such meetings but such special meetings may not be called
by any other person or persons.

SECTION  4.   Conduct  of Meetings. Annual and  special  meetings
shall  be  conducted  in  accordance  with  these  bylaws  or  as
otherwise  prescribed by the board of directors. The chairman  or
the chief executive officer shall preside at such meetings.

SECTION 5.  Notice of Meeting. Written notice stating the  place,
day and time of the meeting and the purpose or purposes for which
the  meeting  is called shall be mailed by the secretary  or  the
officer  performing his duties, not less than ten days  nor  more
than  fifty days before the meeting to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States  mail,
addressed to the stockholder at his address as it appears on  the
stock  transfer books or records as of the record date prescribed
in  Section 6, with postage thereon prepaid. If a stockholder  be
present  at a meeting, or in writing waive notice thereof  before
or  after  the meeting, notice of the meeting to such stockholder
shall  be  unnecessary.  When any stockholders'  meeting,  either
annual  or special, is adjourned for thirty days or more,  notice
of  the  adjourned meeting shall be given as in the  case  of  an
original meeting. It shall not be necessary to give any notice of
the  time and place of any meeting adjourned for less than thirty
days  or  of  the  business to be transacted  at  such  adjourned
meeting, other than an announcement at the meeting at which  such
adjournment is taken.

SECTION 6.  Fixing of Record Date. For the purpose of determining
stockholders   entitled  to  notice  of  or  to   vote   at   any
stockholders'   meeting,   or   any   adjournment   thereof,   or
stockholders entitled to receive payment of any dividend,  or  in
order  to  make  a determination of stockholders  for  any  other
proper  purpose, the board of directors shall fix  in  advance  a
date   as   the  record  date  for  any  such  determination   of
stockholders. Such date in any case shall be not more than  sixty
days,  and in case of a stockholders' meeting, not less than  ten
days  prior to the date on which the particular action, requiring
such determination of stockholders, is to be taken.

When  a  determination of stockholders entitled to  vote  at  any
stockholders' meeting has been made as provided in this  section,
such determination shall apply to any adjournment thereof.

SECTION  7.  Voting Lists. The officer or agent having charge  of
the stock transfer books for shares shall make, at least ten days
before  each  stockholders' meeting, a  complete  record  of  the
stockholders entitled to vote at such meeting or any  adjournment
thereof,  with  the address of and the number of shares  held  by
each.  The record, for a period of ten days before such  meeting,
shall  be kept on file at the principal executive office, whether
within  or  outside the State of Nevada, and shall be subject  to
inspection  by  any stockholder for any purpose  germane  to  the
meeting  at  any  time during usual business hours.  Such  record
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder
for  any purpose germane to the meeting during the whole time  of
the  meeting.  The original stock transfer books shall  be  prima
facie  evidence as to the stockholders entitled to  examine  such
record or transfer books or to vote at any stockholders' meeting.

SECTION 8.  Quorum. One-fourth of the outstanding shares entitled
to  vote,  represented in person or by proxy, shall constitute  a
quorum at a stockholders' meeting. If less than one-fourth of the
outstanding  shares are represented at a meeting, a  majority  of
the  shares so represented may adjourn the meeting from  time  to
time without further notice. At such adjourned meeting at which a
quorum  shall  be  present or represented, any  business  may  be
transacted  which might have been transacted at  the  meeting  as
originally notified. The stockholders present at a duly organized
meeting  may  continue  to transact business  until  adjournment,
notwithstanding  the withdrawal of enough stockholders  to  leave
less than a quorum.

SECTION 9.  Proxies. At all stockholders' meetings, a stockholder
may  vote by proxy executed in writing by such stockholder or  by
his duly authorized attorney in fact. Proxies solicited on behalf
of  the management shall be voted as directed by such stockholder
or, in the absence of such direction, as determined by a majority
of  the  board of directors. No proxy shall be valid after eleven
months  from the date of its execution unless otherwise  provided
in the proxy.

SECTION  10.   Voting.  At  each  election  for  directors  every
stockholder  entitled to vote at such election shall be  entitled
to  one  vote  for  each  share of stock held.  Unless  otherwise
provided by the certificate of incorporation, by statute,  or  by
these bylaws, a majority of votes of the shares present in person
or  by  proxy  at a lawful meeting and entitled to  vote  on  the
election  of  directors  shall  be  sufficient  to  pass   on   a
transaction or matter, except in the election of directors, which
election shall be determined by a plurality of the votes  of  the
shares  present in person or by proxy at the meeting and entitled
to vote on the election of directors.

SECTION 11.  Voting of Shares in the Name of Two or More Persons.
When  ownership  of  stock stands in the  name  of  two  or  more
persons,  in the absence of written directions to the Corporation
to  the contrary, at any stockholders' meeting any one or more of
such  stockholders may cast, in person or by proxy, all votes  to
which such ownership is entitled. In the event an attempt is made
to  cast conflicting votes, in person or by proxy, by the several
persons in whose name shares of stock stand, the vote or votes to
which these persons are entitled shall be cast as directed  by  a
majority of those holding such stock and present in person or  by
proxy  at such meeting, but no votes shall be cast for such stock
without the direction of such a majority.

SECTION  12.   Voting  of Shares by Certain  Holders.  Shares  of
capital stock standing in the name of another corporation may  be
voted  by  any  officer, agent or proxy as these bylaws  of  such
corporation may prescribe, or, in the absence of such  provision,
as  the  board  of directors of such corporation  may  determine.
Shares   held   by  an  administrator,  executor,   guardian   or
conservator  may be voted by him, either in person or  by  proxy,
without  a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him  without  a  transfer of such shares into  his  name.  Shares
standing in the name of a receiver may be voted by such receiver,
and  shares  held  by or under the control of a receiver  may  be
voted by such receiver without the transfer thereof into his name
if authority to do so is contained in an appropriate order of the
court  or  other  public  authority by which  such  receiver  was
appointed.

A  stockholder whose shares are pledged shall be entitled to vote
such  shares at any stockholders' meeting until such shares  have
been transferred into the name of the pledgee and thereafter such
pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Corporation,
nor  shares  held  by another corporation, if a majority  of  the
shares  entitled  to vote for the election of directors  of  such
other corporation are held by the Corporation, shall be voted  at
any  stockholders'  meeting or counted in determining  the  total
number  of  outstanding shares at any given time for purposes  of
any meeting.

SECTION   13.   Inspectors  of  Election.  In  advance   of   any
stockholders' meeting, the chairman of the board or the board  of
directors  may  appoint  any persons,  other  than  nominees  for
office, as inspectors of election to act at such meeting  or  any
adjournment thereof. The number of inspectors shall be either one
or  three. If the board of directors appoints either one or three
inspectors, that appointment shall not be altered at the meeting.
If  inspectors of election are not so appointed, the chairman  of
the board of directors may make an appointment at the meeting. In
case  any person appointed as inspector fails to appear or  fails
or  refuses  to act, the vacancy may be filled by appointment  in
advance of the meeting or at the meeting by the chairman  of  the
board of directors or the president of the Corporation.

Unless otherwise prescribed by applicable law, the duties of such
inspectors  shall include: determining the number  of  shares  of
stock  and  the voting power of each share, the shares  of  stock
represented  at  the  meeting, the existence  of  a  quorum,  the
authenticity,  validity and effect of proxies;  receiving  votes,
ballots  or consents; hearing and determining all challenges  and
questions  in  any way arising in connection with  the  right  to
vote;  counting and tabulating all votes or consents; determining
the  result;  and  such  acts as may be  proper  to  conduct  the
election or vote with fairness to all stockholders.

SECTION  14.  Nominating Committee. The board of directors  or  a
committee  appointed  by  the board of  directors  shall  act  as
nominating  committee for selecting the management  nominees  for
election   as  directors.  Except  in  the  case  of  a   nominee
substituted  as  a result of the death or other incapacity  of  a
management  nominee,  the  nominating  committee  shall   deliver
written  nominations to the secretary at least twenty days  prior
to  the date of the annual meeting. Provided such committee makes
such  nominations, no nominations for directors except those made
by  the  nominating committee shall be voted upon at  the  annual
meeting  unless  other nominations by stockholders  are  made  in
writing  and  delivered to the secretary in accordance  with  the
provisions of the Corporation's certificate of incorporation.

SECTION 15.  New Business. Any new business to be taken up at the
annual  meeting  shall be stated in writing and  filed  with  the
secretary  in accordance with the provisions of the Corporation's
certificate  of incorporation. This provision shall  not  prevent
the  consideration  and  approval or disapproval  at  the  annual
meeting of reports of officers, directors and committees, but  in
connection with such reports no new business shall be acted  upon
at such annual meeting unless stated and filed as provided in the
Corporation's certificate of incorporation.

                           ARTICLE III

                       Board of Directors

SECTION  1.   General  Powers. The business and  affairs  of  the
Corporation  shall  be  under  the  direction  of  the  board  of
directors.  The  chairman shall preside at all  meetings  of  the
board of directors.

SECTION  2.   Number, Term and Election. The number of  directors
shall  be  such  number, not less than three  nor  more  than  15
(exclusive  of  directors, if any, to be elected  by  holders  of
preferred  stock), as shall be provided from time to  time  in  a
resolution  adopted by the board of directors, provided  that  no
decrease  in  the number of directors shall have  the  effect  of
shortening  the  term  of  any incumbent director,  and  provided
further that no action shall be taken to decrease or increase the
number  of directors from time to time unless at least two-thirds
of  the  directors then in office shall concur  in  said  action.
Exclusive  of directors, if any, elected by holders of  preferred
stock,  vacancies in the board of directors, however caused,  and
newly  created directorships shall be filled by a  vote  of  two-
thirds  of the directors then in office, whether or not a quorum,
and  any director so chosen shall hold office for a term expiring
at  the  annual stockholders' meeting at which the  term  of  the
class to which the director has been chosen expires and when  the
director's  successor  is  elected and qualified.  The  board  of
directors  shall be classified in accordance with the  provisions
of Section 3 of this Article III.

SECTION 3.  Classified Board. The board of directors (other  than
directors  which  may  be  elected by the  holders  of  preferred
stock),  shall  be divided into three classes of directors  which
shall  be designated Class I, Class II and Class III. The members
of  each  class  shall be elected for a term of three  years  and
until  their  successors are elected and qualified. Such  classes
shall  be  as nearly equal in number as the then total number  of
directors  constituting  the  entire  board  of  directors  shall
permit,  exclusive of directors, if any, elected  by  holders  of
preferred stock, with the terms of office of all members  of  one
class  expiring each year. Should the number of directors not  be
equally  divisible  by  three, the excess director  or  directors
shall  be  assigned to Classes I or II as follows: (1)  if  there
shall  be  an excess of one directorship over the number  equally
divisible  by three, such extra directorship shall be  classified
in  Class  I;  and (2) if there be an excess of two directorships
over a number equally divisible by three, one shall be classified
in  Class  I  and  the  other in Class II. At the  organizational
meeting, directors of Class I shall be elected to hold office for
a  term  expiring  at  the  first annual  stockholders'  meeting,
directors of Class II shall be elected to hold office for a  term
expiring  at  the second succeeding annual stockholders'  meeting
and directors of Class III shall be elected to hold office for  a
term  expiring at the third succeeding annual meeting thereafter.
Thereafter, at each succeeding annual meeting, directors of  each
class shall be elected for three year terms. Notwithstanding  the
foregoing,  the director whose term shall expire  at  any  annual
meeting  shall continue to serve until such time as his successor
shall have been duly elected and shall have qualified unless  his
position  on the board of directors shall have been abolished  by
action  taken to reduce the size of the board of directors  prior
to said meeting.

Should  the  number of directors be reduced, the  directorship(s)
eliminated  shall  be allocated among classes as  appropriate  so
that the number of directors in each class is as specified in the
position(s)  to be abolished. Notwithstanding the  foregoing,  no
decrease  in  the number of directors shall have  the  effect  of
shortening the term of any incumbent director. Should the  number
of  directors  be increased, other than directors  which  may  be
elected  by  the  holders  of  preferred  stock,  the  additional
directorships shall be allocated among classes as appropriate  so
that the number of directors in each class is as specified in the
immediately preceding paragraph.

Whenever the holders of any one or more series of preferred stock
shall have the right, voting separately as a class, to elect  one
or  more  directors , the board of directors shall  include  said
directors  so  elected and not be in addition to  the  number  of
directors  fixed as provided in this Article III. Notwithstanding
the  foregoing, and except as otherwise may be required  By  Law,
whenever the holders of any one or more series of preferred stock
elect  one  or  more  directors , the terms of  the  director  or
directors  elected  by  such holders shall  expire  at  the  next
succeeding annual stockholders' meeting.

SECTION  4.  Regular Meetings. A regular meeting of the board  of
directors  shall  be  held at such time and  place  as  shall  be
determined by resolution of the board of directors without  other
notice than such resolution.

SECTION  5.  Special Meetings. Special meetings of the  board  of
directors may be called by or at the request of the chairman, the
chief executive officer or one-third of the directors. The person
calling  the special meetings of the board of directors  may  fix
any  place  as the place for holding any special meeting  of  the
board of directors called by such persons.

Members  of the board of the directors may participate in special
meetings   by   means   of   telephone  conference   or   similar
communications  equipment by which all persons  participating  in
the  meeting  can  hear  each  other.  Such  participation  shall
constitute presence in person.

SECTION  6.  Notice. Written notice of any special meeting  shall
be  given  to  each  director at least two days previous  thereto
delivered  personally  or by telegram  or  at  least  seven  days
previous  thereto delivered by mail at the address at  which  the
director  is  most  likely to be reached. Such  notice  shall  be
deemed  to be delivered when deposited in the United States  mail
so  addressed,  with postage thereon prepaid if  mailed  or  when
delivered  to  the  telegraph company if sent  by  telegram.  Any
director may waive notice of any meeting by a writing filed  with
the  secretary. The attendance of a director at a  meeting  shall
constitute  a  waiver of notice of such meeting, except  where  a
director  attends a meeting for the express purpose of  objecting
to  the  transaction of any business because the meeting  is  not
lawfully  called  or  convened.  Neither  the  business   to   be
transacted  at, nor the purpose of, any meeting of the  board  of
directors need be specified in the notice or waiver of notice  of
such meeting.

SECTION  7.  Quorum. A majority of the number of directors  fixed
by  Section  2  shall constitute a quorum for the transaction  of
business  at any meeting of the board of directors, but  if  less
than  such  majority is present at a meeting, a majority  of  the
directors  present  may adjourn the meeting from  time  to  time.
Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.

SECTION  8.   Manner of Acting. The act of the  majority  of  the
directors present at a meeting at which a quorum is present shall
be  the act of the board of directors, unless a greater number is
prescribed by these bylaws, the certificate of incorporation,  or
the General Corporation Law of the State of Nevada.

SECTION  9.   Action  Without a Meeting. Any action  required  or
permitted to be taken by the board of directors at a meeting  may
be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors.

SECTION 10.  Resignation. Any director may resign at any time  by
sending  a written notice of such resignation to the home  office
addressed  to  the  chairman. Unless otherwise specified  therein
such  resignation shall take effect upon receipt thereof  by  the
chairman.

SECTION  11.   Vacancies. Any vacancy occurring on the  board  of
directors  shall be filled in accordance with the  provisions  of
the  Corporation's certificate of incorporation. Any directorship
to  be filled by reason of an increase in the number of directors
may  be  filled  by  the affirmative vote of  two-thirds  of  the
directors  then in office or by election at an annual meeting  or
at  a  special meeting of the stockholders held for that purpose.
The  term  of  such  director shall be  in  accordance  with  the
provisions of the Corporation's certificate of incorporation.

SECTION  12.   Removal of Directors. Any director or  the  entire
board  of  directors may be removed only in accordance  with  the
provisions of the Corporation's certificate of incorporation.

SECTION  13.   Compensation.  Directors,  as  such,  may  receive
compensation  for service on the board of directors.  Members  of
either  standing  or  special  committees  may  be  allowed  such
compensation as the board of directors may determine.

SECTION  14.  Age Limitation. No person 70 years or more  of  age
shall  be  eligible  for  election,  reelection,  appointment  or
reappointment  to  the board. No director  shall  serve  as  such
beyond  the  annual  meeting immediately following  the  director
becoming  70 years of age. This age limitation does not apply  to
an advisory director.

                           ARTICLE IV

              Committees of the Board of Directors

The board of directors may, by resolution passed by a majority of
the  whole board, designate one or more committees, as  they  may
determine to be necessary or appropriate for the conduct  of  the
business,   and  may  prescribe  the  duties,  constitution   and
procedures thereof. Each committee shall consist of one  or  more
directors  appointed by the chairman. The chairman may  designate
one  or more directors as alternate members of any committee, who
may  replace any absent or disqualified member at any meeting  of
the committee.

The  chairman shall have power at any time to change the  members
of,  to fill vacancies in, and to discharge any committee of  the
board. Any member of any such committee may resign at any time by
giving  notice to the Corporation; provided, however, that notice
to  the  board,  the chairman of the board, the  chief  executive
officer,  the chairman of such committee, or the secretary  shall
be   deemed  to  constitute  notice  to  the  Corporation.   Such
resignation shall take effect upon receipt of such notice  or  at
any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to
make  it  effective.  Any member of any  such  committee  may  be
removed  at  any  time,  either with or  without  cause,  by  the
affirmative  vote  of  a  majority of the  authorized  number  of
directors at any meeting of the board called for that purpose.

                            ARTICLE V

                            Officers

SECTION  1.   Positions.  The officers shall  be  a  chairman,  a
president,  one  or  more  vice presidents,  a  secretary  and  a
treasurer,  each  of  whom  shall be  elected  by  the  board  of
directors. The board of directors may designate one or more  vice
presidents  as executive vice president or senior vice president.
The   board  of  directors  may  also  elect  or  authorize   the
appointment  of such other officers as the business may  require.
The officers shall have such authority and perform such duties as
the  board  of  directors  may from time  to  time  authorize  or
determine.  In  the absence of action by the board of  directors,
the  officers  shall  have such powers and  duties  as  generally
pertain to their respective offices.

SECTION  2.  Election and Term of Office. The officers  shall  be
elected  annually by the board of directors at the first  meeting
of  the board of directors held after each annual meeting of  the
stockholders.  If the election of officers is not  held  at  such
meeting,  such  election  shall be held  as  soon  thereafter  as
possible.  Each  officer shall hold office  until  his  successor
shall  have been duly elected and qualified, until his  death  or
until  he  shall resign or shall have been removed in the  manner
hereinafter  provided.  Election or appointment  of  an  officer,
employee  or  agent shall not of itself  create contract  rights.
The  board  of directors may authorize the Corporation  to  enter
into  an employment contract with any officer in accordance  with
state  law;  but no such contract shall impair the right  of  the
board  of  directors  to  remove  any  officer  at  any  time  in
accordance with Section 3 of this Article V.

SECTION  3.  Removal. Any officer may be removed by vote of  two-
thirds  of the board of directors whenever, in its judgment,  the
best  interests  will be served thereby, but such removal,  other
than  for  cause,  shall  be without prejudice  to  the  contract
rights, if any, of the person so removed.

SECTION 4.  Vacancies. A vacancy in any office because of  death,
resignation,  removal,  disqualification  or  otherwise,  may  be
filled by the board of directors for the unexpired portion of the
term.

SECTION 5.  Remuneration. The remuneration of the officers  shall
be  fixed  from  time to time by the board of directors,  and  no
officer  shall be prevented from receiving such salary by  reason
of the fact that he is also a director.

SECTION  6.   Age Limitation. No person 70 or more years  of  age
shall  be  eligible  for  election,  reelection,  appointment  or
reappointment  as an officer. No officer shall serve  beyond  the
annual meeting immediately following the officer becoming  70  or
more years of age.

                           ARTICLE VI

              Contracts, Loans, Checks and Deposits

SECTION 1.  Contracts. To the extent permitted by applicable law,
and   except   as   otherwise  prescribed  by  the  Corporation's
certificate  of  incorporation or these bylaws  with  respect  to
certificates for shares, the board of directors or the  executive
committee may authorize any officer, employee, or agent to  enter
into  any contract or execute and deliver any instrument  in  the
name of and on behalf . Such authority may be general or confined
to specific instances.

SECTION 2.  Loans. No loans shall be contracted on behalf and  no
evidence  of  indebtedness shall be issued  in  its  name  unless
authorized  by  the  board of directors. Such  authority  may  be
general or confined to specific instances.

SECTION  3.   Checks, Drafts, Etc. All checks,  drafts  or  other
orders  for  the  payment of money, notes or other  evidences  of
indebtedness issued in the name shall be signed by  one  or  more
officers,  employees  or  agents in  such  manner,  including  in
facsimile  form,  as  shall from time to time  be  determined  by
resolution of the board of directors.

SECTION  4.  Deposits. All funds not otherwise employed shall  be
deposited  from  time to time to the credit in any  of  its  duly
authorized depositories as the board of directors may select.

                           ARTICLE VII

           Certificates for Shares and Their Transfer

SECTION 1.  Certificates for Shares. The shares of capital  stock
shall  be  represented by certificates signed by the chairman  of
the  board of directors or the president or a vice president  and
by the treasurer or an assistant treasurer or the secretary or an
assistant  secretary,  and  may be sealed  with  the  seal  or  a
facsimile  thereof.  Any  or  all  of  the  signatures   upon   a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee. If any officer who has  signed
or   whose   facsimile  signature  has  been  placed  upon   such
certificate  shall  have  ceased to be such  officer  before  the
certificate  is issued, it may be issued by the Corporation  with
the  same  effect as if he were such officer at the date  of  its
issue.

SECTION   2.    Form  of  Share  Certificates.  All  certificates
representing  shares of capital stock shall set  forth  upon  the
face or back that the Corporation will furnish to any stockholder
upon  request  and  without  charge  a  full  statement  of   the
designations,  preferences, limitations, and relative  rights  of
the  shares of each class authorized to be issued, the variations
in the relative rights and preferences between the shares of each
such  series  so far as the same have been fixed and  determined,
and  the authority of the board of directors to fix and determine
the relative rights and preferences of subsequent series.

Each  certificate representing shares shall state upon  the  face
thereof: that the Corporation is organized under the laws of  the
State  of  Delaware; the name of the person to whom  issued;  the
number  and  class of shares, the designation of the  series,  if
any,  which  such certificate represents; the par value  of  each
share  represented by such certificate, or a statement  that  the
shares are without par value. Other matters in regard to the form
of   the  certificates  shall  be  determined  by  the  board  of
directors.

SECTION  3.  Payment for Shares. No certificate shall  be  issued
for any share of capital stock until such share is fully paid.

SECTION 4.  Form of Payment for Shares. The consideration for the
issuance  of shares of capital stock shall be paid in  accordance
with the provisions of the certificate of incorporation.

SECTION  5.   Transfer of Shares. Transfer of shares  of  capital
stock  shall  be  made only on the stock transfer  books  of  the
Corporation. Authority for such transfer shall be given  only  to
the  holder of record thereof or by his legal representative, who
shall  furnish  proper  evidence of such  authority,  or  by  his
attorney  thereunto authorized by power of attorney duly executed
and  filed with the Corporation. Such transfer shall be made only
on surrender for cancellation of the certificate for such shares.
The  person  in whose name shares of capital stock stand  on  the
books  shall be deemed by the Corporation to be the owner thereof
for all purposes.

SECTION 6.  Lost Certificates. The board of directors may  direct
a  new  certificate  to  be issued in place  of  any  certificate
theretofore issued by the Corporation alleged to have been  lost,
stolen,  or  destroyed, upon the making of an affidavit  of  that
fact  by the person claiming the certificate of stock to be lost,
stolen,  or  destroyed. When authorizing  such  issue  of  a  new
certificate, the board of directors may, in its discretion and as
a  condition precedent to the issuance thereof, require the owner
of  such  lost, stolen, or destroyed certificate,  or  his  legal
representative, to give the Corporation a bond in such sum as  it
may  direct  as  indemnity against any claim  that  may  be  made
against  the Corporation with respect to the certificate  alleged
to have been lost, stolen, or destroyed.

                          ARTICLE VIII

                    Fiscal Year; Annual Audit

The  fiscal  year shall end on the last day of December  of  each
year.  The Corporation shall be subject to an annual audit as  of
the  end  of  its  fiscal year by independent public  accountants
appointed by and responsible to the board of directors.

                           ARTICLE IX

                            Dividends

Dividends  upon the capital stock, subject to the  provisions  of
the  certificate of incorporation, if any, may be declared by the
board  of directors at any regular or special directors' meeting,
pursuant to law. Dividends may be paid in cash, in property or in
stock.

                            ARTICLE X

                        Corporation Seal

The  corporate  seal  shall  be in such  form  as  the  board  of
directors shall prescribe.

                           ARTICLE XI

                           Amendments

Pursuant to the certificate of incorporation, these bylaws may be
repealed, altered, amended or rescinded by the stockholders  only
by  vote  of not less than three-quarters of the voting power  of
the   outstanding  shares  of  capital  stock  entitled  to  vote
generally  in  the  election of directors  (considered  for  this
purpose as one class) cast at a stockholders' meeting called  for
that  purpose  (provided  that notice of  such  proposed  repeal,
alteration, amendment or rescission is included in the notice  of
such  meeting). In addition, the board of directors  may  repeal,
alter, amend or rescind these bylaws by vote of two-thirds of the
board of directors at a legal meeting held in accordance with the
provisions of these by-laws.

                           ARTICLE XI

                          Miscellaneous

SECTION 1.  Reserves.  By resolution, the board of directors  may
create such reserve or reserves out of the earned surplus of  the
Corporation  as  the  directors  from  time  to  time,  in  their
discretion,  think  proper to provide for  contingencies,  or  to
equalize dividends, or to repair or maintain any property of  the
Corporation,  or for any other purpose they think  beneficial  to
the  Corporation.  The directors may modify or abolish  any  such
reserve in the manner in which it was created.

SECTION  2.  Facsimile Signatures.  In addition to the provisions
for  the  use  of  facsimile  signatures  elsewhere  specifically
authorized,  facsimile signatures of any officer or  officers  of
the  Corporation  may be used whenever and as authorized  by  the
board of directors or a committee thereof.

SECTION  3.   Reliance  upon Books, Reports  and  Records.   Each
director, each member of any committee designated by the board of
directors,  and  each officer of the Corporation  shall,  in  the
performance of his duties, be fully protected in relying in  good
faith  upon  the  books  of  account  or  other  records  of  the
Corporation, including reports made to the Corporation by any  of
its  officers, by an independent certified public accountant,  or
by   an  appraiser  selected  by  the  board  of  directors  with
reasonable care.

SECTION  4.   Time  Periods.  In any provision of  these  by-laws
which requires that an act be done or not done within or during a
period  of a specified number of days prior to an event, calendar
days  shall  be used, the day of the doing of the  act  shall  be
excluded, and the day of the event shall be included.

CERTIFICATE  OF  ADOPTION The undersigned, the duly  elected  and
acting  secretary of this Corporation, hereby certifies that  the
foregoing  by-laws were duly adopted by unanimous written  action
of the incorporator and consented to by the original shareholders
and  directors of this Corporation, as of the 24th day of  April,
1999.

                                   /s/Terry Kirby
                                   Terry Kirby,

                                   Secretary

C)  Financial Statements

          Report  of Independent Auditors, KPMG, LLP, dated March
            31, 2000.

          Balance Sheet as at December 31, 1999 and December  31,
            1998.

          Statement  of Operations for each of the years  in  the
            three  year  period ended December 31, 1999  and  for
            the  period  from  inception  on  May  14,  1992   to
            December 31, 1999.

          Statement of Stockholders' Equity for each of the years
            in  the three year period ended December 31, 1999 and
            for  the  period from inception on May  14,  1992  to
            December 31, 1999.

          Statement  of Cash Flows for each of the years  in  the
            three  year  period ended December 31, 1999  and  for
            the  period  from  inception  on  May  14,  1992   to
            December 31, 1999.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Director of
Electronic Identification, Inc.

We  have  audited the accompanying balance sheets  of  Electronic
Identification,  Inc.  (a  development stage  enterprise)  as  at
December  31,  1999  and  1998  and  the  related  statements  of
operations, stockholders' deficit and cash flows for each of  the
years  in the three year period ended December 31, 1999  and  for
the  period from inception on May 14, 1992 to December 31,  1999.
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 generally  accepted
auditing  standards  in  the  United  States  of  America.  Those
standards  require that we plan and perform the audit  to  obtain
reasonable  assurance about whether the financial statements  are
free of material misstatement. An audit includes examining, on  a
test  basis,  evidence supporting the amounts and disclosures  in
the  financial  statements. An audit also includes assessing  the
accounting  principles  used and significant  estimates  made  by
management, as well as evaluating the overall financial statement
presentation.  We  believe that our audits provide  a  reasonable
basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  Electronic Identification, Inc. as at December 31,  1999  and
1998  and  the results of its operations and its cash  flows  for
each  of  the  years in the three year period ended December  31,
1999  and  for  the  period from inception on  May  14,  1992  to
December   31,  1999,  in  accordance  with  generally   accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. As discussed
in  note  2 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as  a
going concern. Management's plans in regard to these matters  are
also  described  in  note 2. These financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.

/s/ KPMG, LLP
Chartered Accountants
Vancouver, Canada
March 31, 2000
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Balance Sheets
(Expressed in U.S. Dollars)
December 31, 1999 and 1998
<TABLE>
<S>                                      <C>         <C>
                                               1999        1998
Assets
Current assets:
Cash                                        $ 8,071     $ 4,615
Accounts receivable                           4,280      49,928
Prepaid expenses and deposits                   351         340
Due from stockholder (note 9(a))             65,700           -
Total current assets                         78,402      54,883
Restricted cash (note 5)                          -      47,394
Fixed assets (note 6)                        46,670      61,958
Patents (note 7)                             10,005      11,873
Total assets                              $ 135,077   $ 176,108
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued              $ 402,310   $ 566,907
liabilities
Due to stockholders, directors and          301,328     173,706
officers (note 9(a))
Total current liabilities                   703,638     740,613
Subscriptions received for common stock           -   1,060,000
(note 8)
Total liabilities and subscriptions         703,638   1,800,613
received
Stockholders' deficit:
Preferred stock:
Authorized: 5,000,000 stock, with
$0.001 par value
(1998 -2,220,000 stock, with $0.0045
par value)
Issued: nil (1998 - nil)
Common stock (note 10):
Authorized: 70,000,000 stock, with
$0.001 par value
(1998 -11,111,111 stock, with $0.0045
par value)
Issued:17,418,083 stock (1998 -              17,419      42,632
9,473,926)
Additional paid-in capital                10,408,68   6,276,328
                                                  0
Deficit accumulated during the            (10,994,6   (7,943,46
development stage                               60)          5)
Total stockholders' deficit               (568,561)   (1,624,50
                                                             5)
Future operations (note 2)
Contingencies (note 11)
Year 2000 Issue (note 15)
Subsequent events (note 16)
Total liabilities and stockholders'       $ 135,077   $ 176,108
deficit
</TABLE>



See accompanying notes to financial statements
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Statements of Operations
(Expressed in U.S. Dollars)
<TABLE>
<S>                          <C>        <C>         <C>        <C>
                                  Years      Years      Years   Period from
                                  ended      ended      ended  inception on
                               December   December   December  May 14, 1992
                               31, 1999   31, 1998   31, 1997   to December
                                                                   31, 1999
Revenue:
Revenue                             $ -        $ -   $ 54,996     $ 254,996
Interest and other income           990      2,993          -         4,996
                                    990      2,993     54,996       259,992
Expenses:
General and administrative      922,097    888,857  1,177,754     3,522,159
(schedule)
Sales and marketing             303,875  1,006,689    981,140     2,381,916
(schedule)
Research and development         55,993    266,689    756,859     1,597,568
(schedule)
Interest on long-term debt      493,586    216,026    316,000     1,025,612
(note 14)
Depreciation and                 18,311     44,527     41,541       130,837
amortization
Write-off of leasehold                -          -     32,131        32,131
improvements (note 6)
                              1,793,862  2,422,788  3,305,425     8,690,223
Loss before the undernoted    (1,792,87  (2,419,79  (3,250,42   (8,430,231)
                                     2)         5)         9)
Loss due to settlement of
debt by
issuance of common stock      (1,258,32  (663,068)          -   (1,921,391)
(note 3(f))                          3)
Equity loss in and write-
down of investment in
and advances to RFID
Datachip Technologies
Inc. (note 4)                         -        (1)  (271,527)     (358,835)
Write-off of advances                 -          -          -     (284,203)
Loss for the period                   $          $          $             $
                              (3,051,19  (3,082,86  (3,521,95  (10,994,660)
                                     5)         4)         6)
Loss per common share
information:
Basic and diluted              $ (0.22)   $ (0.67)   $ (1.81)
Weighted average number of
common
shares outstanding (note      13,951,35  4,635,715  1,951,000
10(a))                                7
</TABLE>


See accompanying notes to financial statements
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Statements of Stockholders' Deficit
(Expressed in U.S. Dollars)
<TABLE>
<S>                            <C>         <C>          <C>          <C>
                                    Common (note        Additional       Deficit
                                     stock 10(a))          paid in    accumulate
                                                           Capital      d during
                                                                             the
                                                                      developmen
                                                                         t stage
                            Shares        Amount
Balance, May 14, 1992                  -            $ -          $ -         $ -
(inception)
Loss for the period                    -              -            -       (185)
Stock issued for cash          3,111,111            700            -           -
Balance, December 31, 1992     3,111,111            700            -       (185)
Loss for the period                    -              -            -        (80)
Balance, December 31, 1993     3,111,111            700            -       (265)
Loss for the period                    -              -            -        (80)
Balance, December 31, 1994     3,111,111            700            -       (345)
Loss for the period                    -              -            -    (25,627)
Stock issued for cash            444,445         15,300        4,700           -
Balance, December 31, 1995     3,555,556         16,000        4,700    (25,972)
Loss for the period                    -              -            -  (1,312,673
                                                                               )
Stock returned to Company for  (2,275,55       (10,240)       10,240           -
cancellation                          6)
Stock issued for secured notes   222,222          1,000      182,810           -
receivable
Stock issued for cash            214,005            963      962,160           -
Balance, December 31, 1996     1,716,227          7,723    1,159,910  (1,338,645
                                                                               )
Loss for the period                    -              -            -  (3,521,956
                                                                               )
Stock issued for cash            222,222          1,000      999,000           -
Stock issued on settlement of    639,027          2,875      497,124           -
convertible debentures
Stock issued to settle            50,380            227       24,773           -
expenses
Intrinsic value of beneficial
conversion of liabilities
(note 14)                              -              -      316,000           -
Stock issue costs                      -              -    (225,112)           -
Balance, December 31, 1997     2,627,856         11,825    2,771,695  (4,860,601
                                                                               )
Loss for the period                    -              -            -  (3,082,864
                                                                               )
Stock issued on settlement of    383,334          1,725      342,691           -
accounts payable
Stock issued for cash          2,605,336         11,723      758,520           -
Stock issued on settlement of    298,033          1,341      151,249           -
notes payable
Stock issued on settlement of
convertible
debentures                     1,944,590          8,751      678,880           -
Stock issued on settlement of    250,000          1,126      131,733           -
legal claims
Stock issued on settlement of    355,555          1,600      114,902           -
loan payable
Stock issued to settle         1,009,222          4,541      435,323           -
expenses
Intrinsic value of beneficial
conversion of liabilities
(note 14)                              -              -      175,653           -
Settlement of debt by issuance
of common stock
(note 3(f))                            -              -      663,068           -
Cancellation of redeemable
common stock issued
to RFID Datachip Technologies          -              -      226,670           -
Inc.
Stock issue costs                      -              -    (174,056)           -
Balance, December 31, 1998,    9,473,926         42,632    6,276,328  (7,943,465
carried forward                                                                )
</TABLE>
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Statements of Stockholders' Deficit, Continued
(Expressed in U.S. Dollars)
<TABLE>
<S>                            <C>         <C>          <C>          <C>
                                    Common (note         Additiona        Deficit
                                     stock 10(a))        l paid in    accumulated
                                                           Capital     during the
                                                                      development
                                                                            stage
                             Shares        Amount


Balance, December 31, 1998,     9,473,926      $ 42,632 $ 6,276,328             $
brought forward                                                       (7,943,465)
Loss for the period                     -             -           -   (3,051,195)
Stock issued on the settlement
of subscriptions
received for common stock       3,440,000        15,480   1,044,520             -
Stock issued to settle          2,012,000         5,782     369,531             -
expenses
Stock issued on settlement of     500,000         2,250      97,750             -
notes payable
Stock issued on settlement of
convertible
debentures                      1,992,157         3,392     398,640             -
Intrinsic value of beneficial
conversion of
liabilities (note 14)                   -             -    474,117-
Settlement of debt by issuance
of common stock
(note 3(f))                             -             -   1,258,323             -
Authorized par value change
resulting in an
increase in additional paid-in          -      (52,117)      52,117             -
capital
Stock issue costs                       -             -    (48,474)             -
Compensatory benefit of stock           -             -     485,828             -
options (note 10(d))
Balance, December 31, 1999      17,418,08      $ 17,419           $             $
                                        3                10,408,680  (10,994,660)
</TABLE>


See accompanying notes to financial statements.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Statements of Cash Flows
(Expressed in U.S. Dollars)
<TABLE>
<S>                              <C>          <C>          <C>         <C>
                                      Years   Years ended  Years ended  Period from
                                      ended      December     December inception on
                                   December      31, 1998     31, 1997 May 14, 1992
                                   31, 1999                            December 31,
                                                                               1999
Cash flows from operating
activities:
Loss for the period              $(3,051,19   $(3,082,864  $(3,521,956 $(10,994,660
                                         5)             )            )            )
Items not involving cash:
Depreciation and amortization        18,311        44,527       41,541      130,837
Loss due to settlement of debt
by issuance
of common stock (note 3(f))       1,258,323     663,068 -    1,921,391
Equity loss in and write-down
of investment
in and advances to RFID
Datachip
Technologies Inc. (note 4)                -             1      271,527      358,835
Write-off of leasehold                    -             -       32,131       32,131
improvements
Write-off of advances                     -             -            -      284,203
Write-down of fixed assets                -        35,252            -       35,252
Loss on disposal of fixed                 -        10,771            -       10,771
assets
Acquisition of in-process
research and
Development                               -             -            -      340,108
Expenses settled with the
issuance of
notes payable                             -             -      154,131      154,131
Expenses settled with the           375,313       439,864       24,999      840,176
issuance of stock
Intrinsic value of beneficial
conversion of
liabilities into common stock       474,117       175,653      316,000      965,770
(note 14)
Compensatory benefit of stock
options
(note 10(d))                        485,828             -            -      485,828
Changes in non-cash operating
working capital:
Accounts receivable                  45,648      (34,979)      210,435      (4,280)
Notes receivable                          -             -       18,139            -
Prepaid expenses and deposits          (11)        14,436        9,774        (351)
Restricted cash                      47,394         3,522     (50,916)            -
Accounts payable and accrued       (65,752)       324,375      396,248      725,934
liabilities
Due to stockholders, directors       61,922     (108,333)      282,040      235,629
and officers
Accounts payable to be settled
with
common stock                              -             -      291,006      291,006
Net cash used in operating        (350,102)   (1,514,707)  (1,524,901)  (4,187,289)
activities
Cash flows from financing
activities:
Subscriptions received for                -       564,260      142,740    1,060,000
common stock
Net proceeds on issuance of               -       596,188      774,888    2,354,899
common stock
Net proceeds on issuance of         353,558       400,961      758,261    1,512,780
convertible debentures
Issuance of loan payable                  -             -      104,858      104,858
Net cash provided by financing      353,558     1,561,409    1,780,747    5,032,537
activities
Cash flows from investing
activities:
Bank overdraft                            -      (15,968)       15,968            -
Purchase of fixed assets                  -      (12,709)    (155,150)    (251,101)
Acquisition of patent                     -      (13,410)            -     (13,410)
Advances to RFID Datachip                 -             -    (132,165)    (132,165)
Technologies Inc. (note 4)
Other advances                            -             -            -    (440,501)
Net cash used in investing                -      (42,087)    (271,347)    (837,177)
activities
Increase (decrease) in cash           3,456         4,615     (15,501)        8,071
Cash, beginning of period             4,615             -       15,501            -
Cash, end of period                 $ 8,071       $ 4,615          $ -      $ 8,071
</TABLE>
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Statements of Cash Flows (continued)
(Expressed in U.S. Dollars)
<TABLE>
<S>                              <C>         <C>        <C>        <C>
                                      Years       Years      Years      Period
                                      ended       ended      ended        from
                                   December    December   December   inception
                                   31, 1999    31, 1998   31, 1997  on May 14,
                                                                          1992
                                                                      December
                                                                      31, 1999
Supplemental non-cash investing
and financing activities:
Stock issued on the settlement
of subscriptions
received for common stock                 $           $          $           $
                                  1,060,000                          1,060,000
Stock issued on settlement of             -     344,416          -     344,416
accounts payable
Stock issued on settlement of       100,000     152,590          -     252,570
notes payable
Stock issued on settlement of
convertible
debentures                          402,032     687,631    500,000   1,589,663
Stock issued on settlement of             -     132,858          -     132,858
legal claims
Stock issued on settlement of             -     116,502          -     116,502
loan payable
Common stock issued on              375,313     439,864     24,999     840,176
settlement of expenses
Cancellation of redeemable                -     226,670          -     226,670
common stock
Intrinsic value of beneficial
conversion of
liabilities into common stock       474,117     175,653    316,000     965,770
(note 14)
Loss due to settlement of debt
by
issuance of common stock (note    1,258,323   663,068 -  1,921,391
3(f))
Issuance of common stock in
exchange for
secured notes                             -           -          -     183,810
Issuance of redeemable common             -           -          -     226,670
stock
Authorized par value change
resulting in an
increase in additional paid in       52,117           -          -      52,117
capital
Supplemental cash flow
information:
Cash paid for taxes                     $ -         $ -        $ -         $ -
Cash paid for interest               28,921      27,382          -      56,303
</TABLE>


See accompanying notes to financial statements.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

1. General:

On April 23, 1999, Electronic Identification, Inc. (the "Company"
or  "El  2  ") signed an Agreement and Plan of Merger  with  RFID
Systems Corp. ("RFID"). This merger was completed on May 3, 1999.

El  2  is a corporation organized and existing under the laws  of
the  State  of  Nevada. At that date, El 2 was an inactive  shell
company.  RFID  was  a  development  stage  enterprise  and   was
developing  automatic identification and data collection  systems
utilizing  radio  frequency identification technology.  El  2  is
continuing in this line of business.

El  2  had  1,000 shares of common stock outstanding.  Under  the
terms   and   conditions  of  the  Agreement,  each  issued   and
outstanding share of common stock of RFID was converted into  one
common stock of the Company.

This transaction has been accounted for as a recapitalization  of
RFID,  effectively as if RFID had issued common shares to acquire
the  net  monetary assets El 2 . The net monetary assets acquired
by El 2 were as follows:
          <TABLE>
          <S>                     <C>
          Total assets            $ 176,108
          Total liabilities       1,800,61
                                  3
          </TABLE>

Under  re-capitalization accounting, these  financial  statements
reflect  the assets, liabilities, revenues and expenses  of  RFID
from its inception on May 14, 1992 combined with these of El 2

from the date the merger was completed.

Pursuant  to this Agreement, and subject to regulatory  approval,
each stockholder of RFID who sent in their stock certificates for
transfer  into  certificates representing shares of  the  Company
prior  to  May  31, 1999, will receive a right to  purchase,  for
every  ten  shares  owned and tendered, an  additional  share  of
common  stock at 75% of the market price of the Company stock  as
of  the  date  of  exercise. The rights will be  exercisable  for
thirty  days after filing of the registration statement with  the
Securities  Exchange Commission. Rights outstanding  at  December
31, 1999 are 1,169,295.

2. Future operations:

These  financial  statements  have been  prepared  on  the  going
concern  basis under which an entity is considered to be able  to
realize on its assets and satisfy its liabilities in the ordinary
course of business. During the period since inception on May  14,
1992, the Company has incurred losses aggregating $10,994,660. At
December  31, 1999, the Company has a working capital  deficiency
of  $625,236 and a stockholders' deficit (net capital deficiency)
of $568,561.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 2
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

2. Future operations (continued):

The Company's ability to meet its obligations as they come due is
primarily  dependent upon securing additional financing,  whether
from  operations  or  otherwise. Management continues  to  pursue
additional  sources  of  financing;  however,  there  can  be  no
guarantee  that  the  required  additional  financing   will   be
obtained. Failure to identify and obtain such financing may limit
the Company's ability to satisfy its obligations as they come due
which may, in turn, impair the Company's ability to continue as a
going concern. This could negatively impact the recoverability of
the carrying value of assets.

These   financial  statements  do  not  include  any  adjustments
relating  to  the  recoverability  of  assets  and  amounts   and
classification of liabilities that might be necessary should  the
Company  be unable to continue as a going concern. If the Company
is  unable to continue as a going concern, assets and liabilities
would  require  restatement on a liquidation basis,  which  would
differ materially from the going concern basis.

3. Significant accounting policies:

(a) Basis of presentation:

These  financial  statements  are  prepared  in  accordance  with
generally accepted accounting principles in the United States.

The  Company  has  not produced significant  revenues  and  is  a
Development  Stage  Company as defined  by  Financial  Accounting
Standard No. ("FAS") 7.

(b) Foreign currency translation:

The  Company's  functional and reporting currency is  the  United
States  dollar. Transactions undertaken in a currency other  than
the  United  States  dollar  are remeasured  into  United  States
dollars  using  exchange rates at the date  of  the  transaction.
Monetary assets and liabilities denominated in foreign currencies
are  remeasured at each balance sheet date at the  exchange  rate
prevailing at the balance sheet date. Gains and losses arising on
remeasurement  or  settlement  of  foreign  currency  denominated
transactions  or  balances are included in the  determination  of
income. Foreign currency transactions are primarily undertaken in
Canadian  dollars.  The  Company does not enter  into  derivative
instruments   to   offset   the  impact   of   foreign   currency
fluctuations.

(c) Use of estimates:

The  preparation  of  financial  statements  in  accordance  with
generally  accepted accounting principles requires management  to
make  estimates which affect the reported amounts of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities  at  the balance sheet dates, and the recognition  of
revenues  and  expenses for the reporting  periods.  Areas  where
significant estimates have been applied include the assessment of
the ultimate liability arising out of legal contingencies and the
recoverability  of capital and intangible assets. Actual  results
could differ from these estimates.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 3
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

3. Significant accounting policies (continued):

(d) Fixed assets:

Fixed  assets  are carried at cost less accumulated amortization.
Amortization is calculated annually as follows:
<TABLE>
<S>                           <C>              <C>
Assets                                 Basis        Rate
Furniture and equipment        Straight-line    20%
Computers and technology          Declining-         30%
equipment                            balance
</TABLE>

The  Company reviews and assesses the underlying value  of  fixed
assets as the situation dictates to determine whether a provision
for impairment should be recorded. Such determination is made  by
comparing  the carrying value of fixed assets to the future  cash
flow (undiscounted) expected to result. When these cash flows are
less  than  the  carrying  value,  impairment  is  calculated  by
reference to the fair value of the specific assets.

(e) Patents:

Patents  are  recorded at cost and amortized using the  straight-
line method over a period of five years.

(f) Common stock issuances:

During  fiscal  1999, common stock of the Company was  issued  in
settlement  of  the  indebtedness. A loss of $1,258,323  (1998  -
$663,068)  occurred on this settlement equal  to  the  difference
between  the market value of common stock issued and the carrying
value of the debt.

Stock  issue  costs  are  accounted for as  a  reduction  in  the
proceeds from the issuance of common stock.

(g) Research and development costs:

Research and development costs are expensed as incurred.

(h) Stock-based compensation:

The  Company has elected to apply the intrinsic value  principles
of  Accounting  Principles Board Opinion No. 25, "Accounting  for
Stock    Issued   to   Employees"   ("APB   25"),   and   related
interpretations  in accounting for its stock options  on  options
granted  to  employees and directors. Under APB 25,  compensation
expense is only recorded to the extent that the exercise price is
less than the market value of the underlying stock on the date of
grant. For stock options granted to non-employees, the fair value
of  the options at their date of grant will be recognized. Values
assigned  to  options will be charged against income  over  their
vesting  period. Fair value information with respect  to  options
granted  to  employees and directors is disclosed  in  accordance
with FAS 123, "Accounting for Stock-Based Compensation".
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 4
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

3. Significant accounting policies (continued):

(i) Comprehensive loss:

The  Company  has adopted FAS 130, "Comprehensive Income",  which
requires   disclosure  of  comprehensive  income  or  loss.   The
Company's  net  loss  is  equal to  comprehensive  loss  for  all
periods.

(j) Income taxes:

Income  taxes  are  accounted for under the asset  and  liability
method.  Deferred tax assets and liabilities are  recognized  for
the  future tax consequences attributable to differences  between
the  financial statement carrying amounts of existing assets  and
liabilities and their respective tax bases and operating loss and
tax  credit  carry forwards. Deferred tax assets and  liabilities
are measured using enacted tax rates expected to apply to taxable
income  in  the  years in which those temporary  differences  are
expected  to be recovered or settled. The effect on deferred  tax
assets and liabilities of a change in tax rates is recognized  in
income  in  the period that includes the enactment date.  To  the
extent  that  the  realization of  deferred  tax  assets  is  not
considered  to be more likely than not, a valuation allowance  is
provided.

(k) Loss per common share:

Loss per common share is calculated based on the weighted average
number  of  common shares outstanding, which excludes  subscribed
but unissued shares. The number of shares used for loss per share
purposes  gives retroactive effect to the reverse stock split  on
May 4, 1998 (note 10 (a)).

As  the  effect of outstanding warrants is anti-dilutive, diluted
loss per share does not differ from basic loss per share.

4.  Investment in and advances to RFID Datachip Technologies Inc.
("Datachip"):

During  1996,  the  Company acquired  49.9%  of  the  issued  and
outstanding common stock of Datachip, an unrelated party prior to
the  transaction,  by way of a stock exchange. Datachip  received
50,371 redeemable common stock of the Company valued at $4.50 per
stock  (as adjusted for reverse stock split (note 10(a)).  During
fiscal 1997, management determined that a permanent impairment in
the  value  of its investment had occurred and as a  result,  the
investment  in  Datachip was written down  to  a  nominal  value.
During  fiscal 1998, pursuant to a legal settlement, the  Company
returned all common stock of Datachip for consideration equal  to
the  return  and  cancellation  of the  redeemable  common  stock
previously  issued,  and wrote-off the balance  of  the  carrying
value of its investment in Datachip.

5. Restricted cash:

As  a  result of legal action taken against the Company,  $47,394
was garnished in 1997 from the Company's bank account and held in
trust  with the Company's attorney. In 1999, pursuant to a  legal
settlement,   the   funds  were  delivered  to   the   successful
subscribers.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 5
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

6. Fixed assets:
<TABLE>
<S>                            <C>      <C>          <C>
                                        Accumulated    Net book
December 31, 1999                 Cost  amortizatio  value
                                                  n
Furniture and equipment              $      $ 4,308    $ 13,754
                                18,062
Computers and technology        70,603       37,687      32,916
equipment
                                     $     $ 41,995    $ 46,670
                                88,665
</TABLE>

<TABLE>
<S>                            <C>      <C>          <C>

                                        Accumulated  Net book
December 31, 1998                 Cost  amortizatio       value
                                                  n
Furniture and equipment              $      $ 1,227    $ 18,370
                                19,597
Computers and technology        69,033       25,445      43,588
equipment
                                     $     $ 26,672    $ 61,958
                                88,630
</TABLE>

During  fiscal 1997, the Company wrote-off leasehold improvements
which  were  located  in  their  Mountain  View,  California  and
Kelowna,  British  Columbia  premises  due  to  the  vacating  or
anticipated vacating of these premises.

7. Patents:
<TABLE>
<S>                      <C>              <C>
                              Year ended        Year ended
                            December 31,      December 31,
                                    1999              1998
Cost                           $ 14,756          $ 13,410
Less accumulated                   4,751             1,537
amortization
                                $ 10,005          $ 11,873
</TABLE>

8. Subscriptions received for common stock:

Subscriptions received for common stock represent funds  received
in advance of stock issuance.

9. Related party transactions:

(a) Due to (due from) stockholders, directors and officers:

Amounts  due  to (due from) stockholders, directors and  officers
represent  amounts owed to, or receivable from, the stockholders,
directors   and   officers  or  companies   controlled   by   the
stockholders,  directors  or officers.  These  amounts  generally
arose  from  management fees or expenses paid on  behalf  of  the
Company by the stockholders, directors and officers, and  a  loan
provided  by a stockholder. The amounts are non-interest bearing,
unsecured and have no specific terms of repayment.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 6
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

9. Related party transactions (continued):

(b) Transactions with directors and officers:

During the year, the Company was charged a total of $nil (1998  -
$602,721;  1997  -$  245,105; 1996 -  $nil)  for  management  and
consulting services by the director and officers of the  Company.
In  1998, the Company settled $238,548 of the $602,721 by issuing
641,667 shares of common stock of the Company.

10. Common stock:

(a) Reverse stock split:

On May 4, 1998, the Company resolved to consolidate the number of
preferred and common stock outstanding by a ratio of 4.5 old  for
one  new common stock. The effect of this reverse stock split has
been applied retroactively to these financial statements.

(b) Stock purchase warrants:

Activity during the year ended December 31, 1999 is as follows:
<TABLE>
<S>          <C>      <C>          <C>       <C>      <C>     <C>
Expiry Date  Exercis   Outstanding  Granted  Exercis   Expire  Outstandi
             e price     December,                ed        /         ng
                              1998                     cancel  December,
                                                           ed       1999
June 20,     $2.93        4,444        -         -       -       4,444
2002
</TABLE>
Activity during the year ended December 31, 1998 is as follows:
<TABLE>
<S>          <C>      <C>         <C>       <C>      <C>       <C>
Expiry Date  Exercis   Outstandin  Granted  Exercis    Expire/  Outstanding
             e price            g                ed   canceled    December,
                        December,                                      1998
                             1997
June 5,      $6.75       26,000        -        -  (26,000             -
1998                                                     )
July 23,        2.93        4,444        -        -    (4,444)            -
1998
Upon          0.0045      333,333                    (333,333)            -
termination
of
management
service
contracts
Earlier of      2.93        4,444        -        -          -        4,444
December 18,
1998 or
termination
of
management
service
contract
June 20,                  434,888        -        -  (430,444)        4,444
2002
</TABLE>

(c) Non-cash consideration:

Shares  issued  for non-cash consideration are  valued  at  their
market price at the date of agreement for issuance.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 7
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

10. Common stock (continued):

(d) Stock options:

The  Company  has reserved 3,200,000 common stock pursuant  to  a
stock  option  plan.  Options to purchase  common  stock  of  the
Company  may  be  granted  by the Board  of  Directors  and  vest
immediately.

Stock  option activity during the year ended December 31,1999  is
as follows:
<TABLE>
<S>         <C>     <C>      <C>        <C>       <C>       <C>       <C>
Expiry      Weight  Weighte   Outstandi   Granted Exercise   Expire/   Outstandi
Date            ed        d          ng                  d  canceled          ng
            averag  average   December,                                December,
                 e     fair        1998                                     1999
            exerci    value
                se
             price
February    $0.45    $0.25          -  3,125,00         -         -  3,125,00
24, 2002                                      0                             0
</TABLE>

There was no stock option activity during the year ended December
31, 1998. As options granted in 1999 have an exercise price equal
to  the  market  price  at  the  date  of  grant,  there  was  no
compensation  expense  recorded for employees  and  directors  in
1999.

The  weighted average fair value of options was calculated  using
the Black-Scholes option pricing formula.

Had  the  compensation benefit been determined based on the  fair
value  at  the  grant dates of the stock options and  charged  to
earnings  consistent with the measurement provision of  FAS  123,
the impact would be as follows:
<TABLE>
<S>                 <C>           <C>          <C>         <C>
                       Year ended  Year ended   Year ended  Period from
                     December 31,    December     December inception on
                             1999    31, 1998     31, 1997 May 14, 1992
                                                            to December
                                                               31, 1999
Loss for the         $(3,051,195) $(3,082,864   $(3,521,95    $(10,994,660)
period, as reported                         )           6)
Estimated fair          (292,743)           -            -    (292,743)
value of option
grants to employees
Pro forma loss       $(3,343,938) $(3,082,864   $(3,521,95 $(11,287,403
                                            )            6            )
Loss per share            $(0.24)     $(0.67)       $(1.81
</TABLE>

The  fair  value  of the stock option grants have been  estimated
using  the  Black-Scholes Option-Pricing model with the following
assumptions:  dividend  yield  -  0%;  risk-free  interest  rate-
5.875%,  expected  option life - 3 years, expected  volatility  -
80%.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 8
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

11. Contingencies:

The Company has determined that it is not possible, at this time,
to   predict   the   final  outcome  of   the   following   legal
contingencies.  The  Company has accrued  its  best  estimate  of
potential  damages that may be awarded pursuant  to  these  legal
contingencies. Any adjustment to that amount will be recorded  in
the period determinable.

(a) Chemoco NV ("Chemoco"):

During  1997,  the  Company contracted with  Chemoco  to  provide
services to the Company. As advance consideration of the services
to  be  provided by Chemoco, individuals related to  the  Company
transferred 155,556 common stock of the Company to Chemoco. It is
the Company's belief that Chemoco did not fulfill its obligations
for the services to be provided and as a result, the transfer  of
common  stock from individuals related to the Company to  Chemoco
was  canceled. On September 15, 1999, Chemoco commenced an action
against  the Company and a former officer of the Company claiming
for  the  delivery of 700,000 shares of the Company,  or  in  the
alternative,  damages  for the Company not  delivering  the  said
shares to the Plaintiff. Since the commencement of the action and
the  filing  of  the Statement of Defense in November  1999,  the
solicitors for the Plaintiff have filed a Notice of Intention  to
withdraw as solicitors in this matter. The outcome of this  claim
is  unknown.  It is management's belief that any claim  that  may
arise from this situation is without merit.

(b) Former director claim:

On  June 29, 1999, a former director of the Company commenced  an
action   against  the  Company  claiming,  inter  alia,   for   a
declaration  that  he  was entitled to 100,000  warrants  of  the
Company exercisable at $0.375 per share and a further declaration
that he was entitled to 600,000 warrants exercisable at $0.25 per
share.  The  warrant  agreement  was  originally  issued  to  the
Director  to protect him against any potential claims.  When  the
director  left the Company, the Board of Directors  canceled  the
warrant agreement for this director and all other directors.  The
claim  also includes damages for breach of contract and  interest
with costs. The Company has filed a defense denying any claims of
the  former director in and to the warrants alleged. To date,  no
further activity has been commenced and the outcome is unknown.

(c) Other cancelled agreements:

In 1996, the Company cancelled agreements with two third parties.
To date, no litigation has been commenced or threatened regarding
these cancelled agreements. It is the opinion of management  that
the  termination of these agreements was warranted  and,  in  the
event of litigation, would be deemed to be warranted. Further, it
is  management's belief that any claim that may arise from  these
situations are without merit.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 9
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

12. Income taxes:

The   Company   has   non-capital  losses  carried   forward   of
approximately $8,500,000 which may be deducted in the calculation
of  taxable  income  of  future periods  until  their  expiry  to
December 31, 2006.

Due  to  the  uncertainty as to the utilization of  deferred  tax
assets,  a  valuation allowance has been made to  the  extent  of
deferred tax assets at the year end.

Years ended December 31,
<TABLE>
<S>                          <C>        <C>
                                   1999       1998
Deferred tax assets:
Losses carried forward                $          $
                              3,500,000  3,000,000
Evaluation allowance at 100%  (3,500,00  (3,000,00
                                     0)         0)
Net deferred tax asset              $ -        $ -
Current income tax expense          $ -        $ -
Deferred tax expense                $ -        $ -
</TABLE>

13. Fair value of financial instruments:

At December 31, 1999, the Company's financial instruments include
cash,   accounts  receivable,  due  from  stockholders,  accounts
payable  and accrued liabilities, due to stockholders,  directors
and  officers. Due to their short-term to maturity or ability for
prompt   liquidation,  the  carrying  values  of  cash,  accounts
receivable, accounts payable and accrued liabilities approximates
their   fair  value.  The  fair  value  of  due  to  (due   from)
stockholders, directors and officers cannot be determined due  to
their related party nature (note 9(a)). Due to the nature of  the
relationship between the Company and the related parties and  the
lack  of a ready market for such indebtedness, it is not possible
to  estimate  the  current fair value of this  indebtedness.  The
Company   has  not  entered  into  off-balance  sheet  derivative
instruments.

14. Interest on long-term debt:

Interest  on  long-term debt includes $474,117 (1998 -  $175,653;
1997  - $316,000) of amortization of the effective premium  equal
to the intrinsic value calculated based on the difference between
the  quoted  market price and the conversion price on conversions
of debt.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Notes to Financial Statements, page 10
(Expressed in U.S. Dollars)
Years ended December 31, 1999, 1998 and 1997

15. Year 2000 Issue:

The  Year 2000 Issue arises because many computerized systems use
two  digits  rather than four to identify a year.  Date-sensitive
systems  may recognize the year 2000 as 1900 or some other  date,
resulting  in  errors when information using year 2000  dates  is
processed.  In  addition,  similar problems  may  arise  in  some
systems  which  use certain dates in 1999 to represent  something
other  than a date. Although the change in date has occurred,  it
is  not  possible to conclude that all aspects of the  Year  2000
Issue  that  may  affect the entity, including those  related  to
customers,  suppliers, or other third parties,  have  been  fully
resolved.

16. Subsequent events:

(a) Subsequent to year end, 366,667 shares of common stock of the
Company were issued on settlement of $276,000 of amounts due to a
stockholder.

(b)   On   March  1,  2000,  the  Company  acquired,  through   a
reorganization  agreement, Girne Acquisition Corp.  ("Girne"),  a
corporation organized and existing under the laws of the State of
Delaware.  At  that  date, Girne was an inactive  shell  company.
Under  the  terms and conditions of the reorganization agreement,
each  issued and outstanding share of common stock of  Girne  was
exchanged  pro  rata for an aggregate of 1,000 shares  of  voting
common  stock of the Company at $0.001 par value per  share.  The
Company issued 300,000 shares of common stock for the acquisition
of  Girne, consisting of 150,000 common shares at a deemed  value
of  $2.9375 per share and converting $150,000 of cash payable  to
the  shareholders of Girne at a deemed value of $1.00  per  share
into  150,000  shares  of common stock. For accounting  purposes,
this transaction will be accounted for as a re-capitalization, as
if  the  Company  had issued common shares for the  net  monetary
assets  of  Girne. Pursuant to the reorganization agreement,  the
Company is the surviving corporation and will continue under  its
present name as a corporation in the State of Nevada.
ELECTRONIC IDENTIFICATION, INC.
(Formerly RFID Systems Corp.)
(A Development Stage Enterprise)
Schedules of General and Administrative, Sales and Marketing,
and Research and Development Expenses
(Expressed in U.S. Dollars)
<TABLE>
<S>                    <C>          <C>         <C>         <C>
                                                                Period
                                                                  from
                                                             inception
                                                                    on
                                                               May 14,
                                                               1992 to
                        Year ended  Year ended   Year ended       Year
                          December    December     December      ended
                          31, 1999    31, 1998     31, 1997   December
                                                              31, 1999
General and
administrative:
Administrative fees       $ 22,215    $ 24,237          $ -   $ 46,452
Bad debts                        -           -       54,515     75,778
Bank charges and             1,348       1,949       41,193     45,288
interest
Consulting and             731,799     367,759            -  1,119,559
contract services
Legal and                  150,909     176,286      408,551    765,100
professional
Office                      23,647      66,604        9,113    135,130
Rent                        10,098      52,758       44,559    123,480
Salaries and benefits            -      72,975      424,593    766,458
Stock administration        13,495      11,829        1,613     26,937
Telephone                    2,772       9,518       25,504     51,373
Travel and                   2,558      17,470      132,570    280,333
accommodation
Foreign exchange          (36,744)      87,472       35,543     86,271
(gain) loss
                         $ 922,097   $ 888,857  $ 1,177,754          $
                                                             3,522,159
Sales and marketing:
Advertising                    $ -         $ -     $ 16,749   $ 16,749
Consulting and             123,561     402,477      443,324    979,423
contract services
Entertainment and           19,190      84,575       24,077    140,188
promotion
Investor relations          99,618     245,107       36,987    381,712
Office                       4,080      15,685       43,076     77,982
Rent                             -      94,230       31,438    137,318
Salaries and benefits        2,287     109,502      145,121    291,341
Telephone and                2,772      16,528            -     19,300
Internet
Travel and                  52,367      38,585      240,368    337,903
accommodation
                         $ 303,875           $    $ 981,140          $
                                     1,006,689               2,381,916
Research and
development:
Acquired in-process
research and
development                    $ -         $ -          $ -  $ 340,108
Consulting and              53,013     142,505            -    195,518
contract services
Office                           -       7,437       91,832    101,142
Salaries and benefits            -      94,883      506,601    727,739
Supplies                         -       6,004      144,794    182,817
Travel and                   2,980      15,860       13,632     50,244
accommodation
                          $ 55,993   $ 266,689    $ 756,859          $
                                                             1,597,568
</TABLE>











D)   Reports on Form 8-K

On March 7, 2000, Electronic Identification, Inc. filed a Form 8-
K announcing that the Company acquired Girne Acquisition Corp., a
corporation organized and existing under the laws of the State of
Delaware, through a reorganization agreement.  Pursuant to this
reorganization agreement, Electronic Identification is the
surviving company, will continue under its present name as a
corporation in the State of Nevada, and shall maintain Girne's
reporting status.  A final amendment to this Form 8-K was filed
on May 8, 2000.







                           SIGNATURES

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



                           Electronic Identification, Inc.



                           By: /s/ Terry Kirby
                              Terry Kirby, President