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

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2004

                         Commission File Number 0-31611

                     AVVAA WORLD HEALTH CARE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

             Nevada                                            88-395714
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                         PO Box 335, 3018 Schaeffer Road
                           Falkland, BC Canada V0E 1W0
               (Address of principal executive offices) (Zip Code)

                                 (250) 379-2727
              (Registrant's telephone number, including area code)


                        (Former name, former address and
                former fiscal year, if changed since last report)

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

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

                         Common Stock, $0.001 par value

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

Revenues for year ended May 31, 2004:    $-0-

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of September 10, 2004, was: $7,143,501.60

Number of shares of the registrant's common stock outstanding as of September
10, 2004 is: 23,811,672

Transfer Agent for the Company is:

                                 Signature Stock Transfer, Inc.
                                 2301 Ohio Drive, Suite 100
                                 Plano, Texas 75093

================================================================================

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

We were incorporated on June 3, 1998, in the State of Nevada. We currently
have yet to generate any revenues and in accordance with SFAS #7, are considered
a development stage company.

From inception to March 14, 2000, we were actively engaged in the acquisition
and exploration of mineral properties containing gold, silver, copper, zinc
and/or other mineral deposits. We operated our preliminary business as an
exploration stage company with the intent to receive income from property sales,
joint ventures or other business arrangements with larger companies, rather than
developing and placing our properties into production on our own.

Pursuant to an Assignment Agreement dated March 14, 2000 and completed May 9,
2000, we acquired an Internet Web Site. We arranged for 500,000 previously
issued restricted common shares be transferred to the vendor. The fair value of
the shares was $100,000 at the time of issuance. The transaction was recorded as
additional paid in capital as the transaction did not result in the issuance of
treasury shares. The vendor also received a stock option to acquire 50,000
shares at a price of $0.40 per share expiring two years from date of grant which
were subsequently cancelled. We do not intend to commercially exploit the
business concept and management charged the net carrying value of $62,500 to
operations during fiscal 2001.

Pursuant to an Agreement and Plan of Merger (the "Acquisition Agreement")
effective September 12, 2000, we acquired 100% of all the issued and outstanding
shares of common stock of Anmore Management Inc., a Delaware corporation, for
$90,000 and 10,000 of our shares valued at a nominal $10. On May 22, 2002, we
and Anmore Management Inc. agreed to reduce the cash settlement of the
Acquisition Agreement to $40,000 from $90,000. The acquisition was approved by
the Board of Directors and a majority of the shareholders of both Anmore
Management Inc. and us on September 12, 2000. Upon effectiveness of the
acquisition, we elected to become the successor issuer to Anmore Management Inc.
for reporting purposes under the Securities Exchange Act of 1934 ("the Act") and
elect to report under the Act effective September 12, 2000. Anmore Management
Inc. assumed the name Sierra Gigante Resources, Inc. Our officers and directors
became the officers and directors of Anmore Management Inc. The $40,010 was
treated, for accounting purposes, as a reduction of additional paid in capital
and not as goodwill as the nature of the transaction was to allow us to report
under the Act by way of reorganization.

On June 28, 2002 (the "Effective Date"), pursuant to a Share Exchange and Share
Purchase Agreement ("Share Exchange") among us; 648311 B.C. Ltd. ("648311"), a
British Columbia corporation and our wholly owned subsidiary; and Mind Your Own
Skin Products, Inc., ("MYOSP") a British Columbia corporation, 648311 acquired
12,112,500 shares of MYOSP and we acquired 225,000 shares of MYOSP. The
aggregate of 12,337,500 shares of MYOSP represented all of the issued and
outstanding shares of MYOSP. In consideration for this transaction, the
shareholders that transferred 12,112,500 shares to 648311, received 12,112,500
exchangeable shares of 648311. At the time of closing of this transaction, we
issued 12,112,500 of our shares to 648311. The exchangeable shares can be
converted into an equivalent amount of our shares. The one shareholder that
transferred 225,000 shares in MYOSP to us received 225,000 of our shares. Prior
to this transaction, we had 2,708,879 shares issued and outstanding. After this
transaction, we had 15,046,379 shares issued and outstanding.

On the Effective Date, Raymond Merry resigned as our President and Chief
Executive Officer, but remained as our director until September 26, 2002 when
James MacDonald replaced him. William G. Davenport resigned as our director. The
following persons became members of our board of directors: Jack Farley, Charles
Austin and Dr. Mark Alden. Mr. Farley also became President and Chief Executive
Officer and Mr. Austin also became Chief Financial Officer and Secretary.

                                      I-1

<PAGE>

The Share Exchange was approved by the unanimous consent of the Board of
Directors of Sierra Gigante, 648311 and MYOSP on June 28, 2002.

We changed our name to AVVAA World Health Care Products, Inc.

On June 28, 2002, pursuant to the terms of the MYOSP transaction, we completed a
reverse split of our common stock on 5 for 1 basis, such that every five shares
of common stock issued and outstanding immediately prior to the reverse split
was changed into one share of fully paid common stock.

Business Plan

We are a global biotechnology company specializing in providing all natural,
therapeutic skin care products. We intend to manage the manufacturing,
distribution, marketing and sale of health-care products throughout the world.
Our mission is to provide to the public medically safe, natural, non-toxic
health-care products. Specifically, products that treat skin abnormalities as
well as enhance the natural clarity and texture of healthy skin. We are
presently licensed to manufacture and distribute patented European skin care
products which are scientifically developed to treat the symptoms of skin
diseases including eczema, psoriasis and acne. We intend to manufacture and
market over-the-counter Neuroskin line of products through mass marketing food
and drug channels in the United States. The four flagship core products of the
Neuroskin lines are FDA compliant. We have developed a business plan and
conducted research with respect to marketing the products.

The Company's flagship products are Neuroskin Spray, Dermac and ItchX. These
products are registered FDA compliant products for over-the-counter
pharmaceutical sales and also for cosmetic skin care sales. These products are
ready to be manufactured, distributed and marketed worldwide. Two other FDA
compliant products Nail Fit and Razor-Rash will be launched as complementary
products. Seven other key products, including a line of animal/pet skin care
products, will be introduced into the Americas based on a priority basis defined
by market potential studies for these products. We have developed a business
plan and conducted research with respect to marketing the products.

Pursuant to two separate license agreements, as amended, we have been granted,
by the inventor of certain products known as Neuroskin, Nail Fit, Razor Rash,
Dermac and Itch-X, the sole and exclusive right and license to manufacture,
produce, package, distribute, market, promote, use and sell, among other things,
certain human and animal skin care treatments and products. These products have
received US FDA approvals as compliant products for over the counter
pharmaceuticals as well as cosmetics skin care products. Canadian DIN approvals
for these products are in the process of renewal. The license rights include all
countries in the world with the exception of Germany, Switzerland, Austria, The
Netherlands, Belgium, Luxembourg and Lithuania.

The agreements provide for the joint ownership of all applicable patents and
patents pending, patent applications, trade marks, copyright, secret processes,
formulae, technical data and other scientific and technical information has been
secured.

Terms of the license agreements call for total advance royalty payments of
$220,000. The licensor will be entitled to royalties on the sale of products by
the Company at a rate of approximately 7% of sales. The Company has paid
$220,000 to May 31, 2004. The term of the agreements are for thirty years with
automatic renewal rights.

The original registrant for the various approvals was the inventor and licensor.
During the year ended May 31 2004 the various approvals were transferred to
reflect the Company, owner, and manufacturer.


                                      I-2

<PAGE>


An amount of $10,000 was paid to protect certain Canadian patent rights for the
Neuroskin product. These costs will be amortized to operations once sales of
Neuroskin products begin.

With a team of American doctors and industry leaders, in pharmaceutical
marketing and manufacturing, we are poised to globally market, manufacture and
distribute over-the-counter, non-toxic, all natural skin care products to
control specific skin disorders including eczema, psoriasis, dermatitis, acne
and various other types of skin conditions.

The initial launch of products will take place in the United States which has an
estimated market size of 40 million skin disease sufferers and a potential
market spending of US $4 Billion. US market share projections reflect a 0.09% of
total market share in Year 1, increasing to 1.6% in Year 5.

Markets in Canada and the rest of North and South America, and the Caribbean
will be penetrated in Years 4 and 5.

To carry out the marketing strategies, we will concentrate on a strong
relationship with consumer and channel customers to drive sales in the market
areas of direct consumer, institutional, mainstream retail & specialty
merchants, private brand and cosmetic companies, and health and natural food
stores. The core products will be initially introduced throughout the US
followed by the rest of the Americas and the world. Contacting of both
pharmaceutical sales and marketing specialists, as well as manufacturing and
distribution, companies has been ongoing.

Our confidence in the effectiveness and safety of these products is founded in
extensive data including European clinical trials and evaluation and research
spanning over a decade. Our major goal is to provide a better quality of life
for our customers by relieving the severe and underlying pain caused by skin
disorders while at the same time generating substantial returns for investors.

On January 2, 2004, we completed the October 15, 2003 agreement (as amended
January 1, 2004) to purchase certain operational business assets of 5943609 B.C.
Ltd. (dba Mystic Mountain Body and Spa Products) ("Mystic"), a company based in
British Columbia, Canada. Mystic is a manufacturer and seller of bath, skin,
body and aromatherapy products. The assets purchased included inventory,
property and equipment, including all intellectual property and intangible
assets of Mystic. In return, we issued two promissory notes totaling CAD$100,000
to the owner of Mystic due on April 30, 2004 (CAD$15,000 was previously due on
January 31, 2004 and CAD$85,000 on March 15, 2004, but the deadlines were
extended by the owner of Mystic). Both promissory notes are non-interest bearing
and unsecured. The Company and Mystic have decided to terminate the agreement
but have not yet settled the terms.  As of May 31, 2004, the Company wrote-off
all the assets it acquired from Mystic totalling $79,520.

On December 22, 2003, we entered into a Letter of Commitment to participate in a
Joint Venture with a First Nations Band (the "Band"). According to the terms of
the Agreement, the Joint Venture was to be owned 51% by the Band and 49% by us.
We were to have contributed all the property and equipment, including all
intellectual property and intangible assets, and inventory of Mystic. We were
also to have provided its management expertise to supervise the construction of
a manufacturing facility on the Band's land, purchase and install suitable
equipment, and prepare a business plan. The band was to contribute a total of
CAD$5,000,000 to be used to construct the manufacturing facility, to purchase
manufacturing equipment and to fund start up and operating costs. The Band
contributed CAD$50,000 on December 22, 2003 (see Note 7(b)) and made an
additional advance of CAD$52,000 on March 2, 2004 to help develop the business
plan and a start-up plan. The total advances of CAD$102,000 was refundable
should the Band not approve the start-up plan. Upon acceptance of the start-up
plan the remaining CAD$4,898,000 was to be advanced according to the approved
schedule in the start-up plan. Subsequent to year-end, the Company and the Band
decided not to proceed with the Joint Venture and the Company will refund of
deposits of $102,000 Canadian.

On July 23, 2004, we entered into a Stock Purchase Agreement with Seaside
Investments PLC, a private London investment company, for the purchase by the
investment company US$1,177,970 of AVVAA common shares at $.46 per share, in
exchange for shares of the investment company. The investment company has
entered into a "lock-up" agreement with us pursuant to which it has agreed not
to trade the AVVAA shares it will receive as a result of this transaction for a
period of one year from the closing date. We have agreed to file a registration
statement with the SEC allowing the public resale of the common shares by the
investment company, commencing at the expiration of the "lock-up" period. In
full payment for our shares, the investment company will issue to us USD
$1,177,970 equivalent of its shares at a price per share, valued at One Pound
Sterling.

                                      I-3

<PAGE>

Thirty percent of the investment company's shares will be held in escrow for one
year following their issuance and in the event the per share market price of the
AVVAA common stock at such time is less than the per share value of the AVVAA
stock at the time of the closing, the investment company shall be entitled to
receive out of escrow a percentage of the shares equal to the percentage of such
decline. The remaining shares held in escrow shall be released to us at such
time. The closing of this transaction is subject to certain contingencies,
including the listing of the investment company shares on the London Stock
Exchange on or before September 30, 2004.

EMPLOYEES

As of September 13, 2004 , we have eight management employees all of whom are
covered by employment contracts.

Our management team combines more than 80 years of corporate management, and
sales and marketing experience with strong emphasis in financial accounting,
pharmaceutical and banking experience. The medical research team is comprised of
world-renowned medical professionals in the fields of dermatology and radiation
oncology.

ITEM 2. DESCRIPTION OF PROPERTY

During the year ending May 31, 2004, we used an office and warehouse space
located in at 740 Waddington Drive, Vernon , British Columbia, Canada. The
office and warehouse provided sufficient space for our operations during such
period. Our office provided sufficient work space for our operations during such
period. The office and warehouse consisted of a 4000 square feet leased at a
rate of approximately $4.00 (Canadian) per square foot or $4000 (Canadian) per
month including goods and services tax.

AVVAA's corporate office is located in Philadelphia, Pennsylvania at Two Penn
Center, Suite 200, Philadelphia, Pennsylvania 19102. The office consists of
approximately 750 square feet leased to us at an annualized rate of $2,400. The
operations center is currently located at the home of our President, Chief
Financial Officer and Director, Jack Farley at 3018 Schaeffer Road, Falkland,
B.C. Canada and there is no charge.

ITEM 3. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 1, 2004, by unanimous consent of the Board of Directors and a majority of
the shareholders of record, we increased the authorized common shares from
25,000,000 to 100,000,000. The increase in authorized shares was approved by 51%
of the shareholders of record.

                                      I-4

<PAGE>

================================================================================
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On September 13, 2004 there were approximately 180 shareholders of record of our
common stock. Our shares of common stock are currently traded on the OTC
Electronic Bulletin Board under the symbol "AVVW."

The reported high and low bid prices for our common stock are shown below for
each quarter since February 23, 2001. The quotations reflect inter-dealer prices
and do not include retail mark-ups, mark-downs or commissions. The prices do not
not necessarily reflect actual transactions.

Period                                                   HIGH BID   LOW BID
------                                                   --------   -------

2001
----

First Quarter from February 23, 2001                         .156     .05
Second Quarter                                                .18     .10
Third Quarter                                                1.40     .11
Fourth Quarter                                               1.25    .125

2002
----

First Quarter                                                 .60     .10
Second Quarter                                                .90    .135
Third Quarter                                                 .88     .36
Fourth Quarter                                                .70     .30

2003

First Quarter                                                 .65     .28
Second Quarter                                                .50     .31
Third Quarter                                                 .56     .34
Fourth Quarter                                                .51     .30

2004

First Quarter                                                 .77     .32
Second Quarter                                                .64     .22
Third Quarter to September 13, 2004                           .53     .28

DIVIDENDS

We intend to retain future earnings to support our growth. Any payment of cash
dividends in the future will be dependent upon: the amount of funds legally
available; our earnings; financial condition; capital requirements; and other
factors which our Board of Directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

MANAGEMENT'S DISCUSSION

This report contains forward-looking statements. The words, "anticipate",
"believe", expect", "plan", "intend", "estimate", "project", "could", "may",
"foresee", and similar expressions are intended to identify forward-looking
statements. Our actual results could differ materially from the results
discussed in the forward-looking statements.

OVERVIEW

We were incorporated on June 3, 1998 in the State of Nevada.

On June 28, 2002 we completed the acquisition of 100% of the common shares of
Mind Your Own Skin Products Inc. ("MYOSP"), a company incorporated under the
Company Act of the Province of British Columbia, Canada. The purchase
transaction consisted of 12,112,501 common shares, after a 1 new for 5 old
reverse stock split of our issued common shares. This share issuance resulted in
a reverse takeover of the Company by the shareholders of MYOSP. Certain
directors and officers of MYOSP became our directors and officers. These
financial statements are a continuation of MYOSP.

                                      II-1

<PAGE>

We are a global biotechnology company specializing in providing all natural,
therapeutic skin care products. We intend to manage the manufacturing,
distribution, marketing and sale of health-care products throughout the world.
Our mission is to provide to the public medically safe, natural, non-toxic
health-care products and specifically products that treat skin abnormalities as
well as enhance the natural clarity and texture of healthy skin. We are
presently licensed to manufacture and distribute patented Europeans skin care
products, which are scientifically developed to treat the symptoms of skin
diseases including eczema, psoriasis and acne. We intend to manufacture and
market over-the-counter the Neuroskin line of products through mass marketing
food and drug channels in the United States. The three flagship core products of
the Neuroskin lines are FDA compliant. We have developed a business plan and
conducted research with respect to marketing the products.

We are considered a development stage company in accordance with Statement of
Financial Accounting Standards (SFAS) No. 7. These consolidated financial
statements have been prepared in accordance with United States generally
accepted accounting principles, on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. As at May 31, 2004, we have recognized revenue of
$9,000, have a working capital deficit of $1,641,000 and have accumulated
operating losses of $3,953,000 since our inception. Our continuation is
dependent upon the continuing financial support of creditors and stockholders,
obtaining long-term financing, the completion of product development and
achieving profitability. These conditions raise substantial doubt about our
ability to continue as a going concern. These financial statements do not
include any adjustments that might arise from this uncertainty.

We have decided to outsource manufacturing and have completed on September xxx,
a manufacturing contract with Natures Formulae of Kelowna B.C. In addition, to
manufacturing our three core products, this agreement provides a facility to
manufacture our all-natural spa line and increase the number of spa products to
be marketed by us by adding some of Natures Formulae spa products. As a result,
it was no longer necessary to use the spa product line of Mystic Mountain. We
decided not to pursue the acquisition of Mystic Mountain Bath and Spa Products.
Mystic Mountain will remain a privately owned company. In addition, it was
determined that it would not be in our best interests to complete the agreement
with the First Nations Band to manufacture the Mystic line of spa products, and
we will refund the deposits of $102,000 Canadian.

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

We are presently licensed to manufacture and distribute patented Europeans skin
care products, which are scientifically developed to treat the symptoms of skin
diseases including eczema, psoriasis and acne. We intend to manufacture and
market over-the-counter the Neuroskin line of products through mass marketing
food and drug channels in the United States. The three flagship core products of
the Neuroskin lines are FDA compliant. We have developed a business plan and
conducted research with respect to marketing the products.

We will initially seek to generate sales and begin building brand awareness by
aggressively marketing its products through the Internet. The Internet side is
but one element in the overall business strategy. An integrated approach will
ensure cohesive efforts support both online and offline sales and marketing
strategies. A comprehensive Internet marketing plan has been developed.

We have entered into discussions to raise significant funds through a
combination of debt and equity. Funds raised will be used for further
development, marketing and promotion of our products, an investor relations
program, to secure additional products and for corporate working capital
purposes. While we are using our best efforts to complete the above financing
plans, there is no assurance that any such activity will generate funds that
will be available for our business plan.

RESULTS OF OPERATIONS FOR THE YEAR ENDED MAY 31, 2004 (" 2004") COMPARED TO THE
YEAR ENDED MAY 31, 2003 (" 2003")

We are in the development stage. We generated revenue of $9000 in 2004 related
to the sales of Mystic Mountain products. Note that we have decided not to
proceed with the purchase of the Mystic Mountain. There were no revenues during
2003.

                                      II-2

<PAGE>

The net loss in 2004 was $2,230,958 compared to a net loss of $819,608 in 2003,
an increase of $1,411,350. The increased loss is a reflection of our efforts to
implement our business plan. We have intensified our efforts to manage the
manufacturing, distribution, marketing and sale of health care products
throughout the world. We have undertaken intense market research studies in both
the consumer goods and animal care industries. In addition, we have increased
our fundraising activities.

Consulting fees paid to management and to consultants for advice in obtaining
funding for us and for market research assistance in 2004 totaled $966,013
compared to $537,846 in 2003, an increase of $428,167.

In 2004, stock-based compensation for services provided to us totaled to
$977,845 compared to $169,342 in 2003, an increase of $808,503.

LIQUIDITY AND CAPITAL RESOURCES

During the year ended May 31, 2004, operations were financed through advances
from related parties of $300,338; advances from others of $80,920; and issuance
of common shares and subscriptions received of $581,220.

These funds raised were spent on operating activities of $918,838.

As of May 31, 2004, there was a cash balance of $42,787 and current liabilities
of $1,683,759 for a working capital deficit of $1,640,972.

Subsequent to May 31, 2004, additional subscriptions for common shares of
$360,000 were received.

It is our intention through our fundraising activities to obtain sufficient
funding to cover our working capital deficit and to finance our further
development, marketing and promotion of our products, an investor relations
program, and to secure additional products.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We are considered a development stage company in accordance with Statement of
Financial Accounting Standards (SFAS) No. 7. Our consolidated financial
statements have been prepared in accordance with United States generally
accepted accounting principles, on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business. As at May 31, 2004, we had recognized revenue of
$9,000, we had a working capital deficit and accumulated operating losses of
$3,953,039 since our inception. Our continuation is dependent upon the
continuing financial support of creditors and stockholders and obtaining
long-term financing, the completion of product development and achieving
profitability. These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments that might arise from this uncertainty.

Financial statements have been prepared in accordance with United States
generally accepted accounting principles which requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
expenses during the reporting periods. Actual results could differ from
management's best estimates as additional information becomes available in the
future.

The functional currency of our international subsidiary is the local currency.
The financial statements of this subsidiary are translated to United State's
dollars using period-end rates of exchange for assets and liabilities, and an
average rate of exchange for the year for revenues and expenses. Foreign
currency translation gains and losses are included in current operations.

                                      II-3

<PAGE>

ITEM 7.     FINANCIAL STATEMENTS

AVVAA World Health Care Products, Inc.
(A Development Stage Company)

                                      Index

Report of Independent Auditors...............................F-1

Consolidated Balance Sheets   ...............................F-2

Consolidated Statements of    ...............................F-3
Operations

Consolidated Statement of     ...............................F-4
Stockholders' Equity

Consolidated Statements of    ...............................F-5
Cash Flows

Notes to the Consolidated     .............................F-6-F-15
Financial Statements


<PAGE>

MANNING ELLIOTT                            11th floor, 1050 West Pender Street,
                                           Vancouver, BC, Canada V6E 3S7
CHARTERED ACCOUNTANTS                      Phone: 604.714.3600 Fax: 604.714.3669
                                           Web: manningelliott.com
================================================================================

                         Report of Independent Auditors


To The Stockholders and Board of Directors
of AVVAA World Health Care Products, Inc.

We have  audited the  accompanying  consolidated  balance  sheets of AVVAA World
Health Care Products,  Inc. (A Development Stage Company) as of May 31, 2004 and
2003,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for the period  from June 3, 1998 (date of  inception)  to
May 31,  2004 and the years  ended May 31,  2004 and  2003.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 presents
fairly, in all material  respects,  the financial position of AVVAA World Health
Care Products,  Inc. (A Development Stage Company), as of May 31, 2004 and 2003,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for the period from June 3, 1998 (date of  inception) to May 31, 2004
and the years ended May 31, 2004 and 2003, in conformity with generally accepted
accounting principles used in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated financial statements,  the Company has losses from operations since
inception,  no source of revenues and a  significant  working  capital  deficit.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
discussed in Note 1. These consolidated  financial statements do not include any
adjustments, which might result from the outcome of this uncertainty.


Chartered Accountants

Vancouver, Canada

September 13, 2004

                                      F-1

<PAGE>


AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(expressed in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                                  May 31,          May 31,
                                                                                   2004             2003
                                                                                     $                $
Assets

Current Assets
<S>                                                                             <C>             <C>
   Cash                                                                              42,787           4,290
------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                 42,787           4,290

Patent Protection Costs (Note 3)                                                     11,378          10,000

Advance Royalty Deposits (Note 3)                                                   220,000         220,000

Property and Equipment (Note 4)                                                       8,246          12,958
------------------------------------------------------------------------------------------------------------

Total Assets                                                                        282,411         247,248
============================================================================================================


Liabilities and Stockholders' Deficit

Current Liabilities

   Accounts payable (Note 5)                                                        588,291         503,665
   Accrued liabilities                                                               14,990          69,949
   Due to related parties (Note 6)                                                  859,612         779,928
   Other advances (Note 7)                                                          220,866         139,946
------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                 1,683,759       1,493,488
------------------------------------------------------------------------------------------------------------


Contingency (Note 1)
Subsequent Events (Note 11)

Stockholders' Deficit

Common Stock (Note 8) - 100,000,000  shares  authorized at $0.001 par value;
22,455,672 and 17,411,701 issued and outstanding respectively                        22,456          17,412

Additional Common Stock Subscribed                                                  249,040         181,198

Additional Paid-in Capital                                                        2,896,387         954,003

Deferred Compensation (Note 8)                                                    (568,531)       (607,876)

Accumulated Other Comprehensive Loss                                               (47,661)        (68,896)

Deficit Accumulated During the Development Stage                                (3,953,039)     (1,722,081)
------------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                     (1,401,348)     (1,246,240)
------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                         282,411         247,248
============================================================================================================


                     (The Accompanying Notes are an Integral Part of the Financial Statements)

                                                          F-2

</TABLE>


<PAGE>

AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(expressed in U.S. Dollars)

<TABLE>
<CAPTION>

                                                                        Accumulated
                                                                            from
                                                                        June 3, 1998
                                                                     (Date of Inception)             Year Ended
                                                                          to May 31,                   May 31,
                                                                             2004               2004           2003
                                                                               $                 $              $

<S>                                                                      <C>              <C>              <C>
Sales                                                                         9,409            9,409              -

Cost of Sales                                                                 6,204            6,204              -
--------------------------------------------------------------------------------------------------------------------
Gross Profit                                                                  3,205            3,205              -
--------------------------------------------------------------------------------------------------------------------

Expenses

   General and Administration

     Amortization                                                             7,484            6,098          1,386
     Consulting                                                             882,821          460,942        236,211
     Foreign exchange                                                        23,064          (1,797)              -
     Interest                                                                35,842            8,440          9,245
     Office, telephone and rent                                              51,634           34,040         10,312
     Professional fees                                                      229,553           57,941         72,970
     Stock-based compensation                                             1,147,187          977,845        169,342
     Transfer agent and regulatory fees                                      16,906            6,162         10,744
     Travel                                                                  17,743            7,578          1,960
--------------------------------------------------------------------------------------------------------------------
                                                                          2,412,234        1,557,249        512,170
--------------------------------------------------------------------------------------------------------------------

   Selling and Marketing

     Consulting                                                             739,266          423,853        281,283
     Promotion                                                               12,579           12,027            158
     Wages and benefits                                                       5,824            5,824              -
--------------------------------------------------------------------------------------------------------------------
                                                                            757,669          441,704        281,441
--------------------------------------------------------------------------------------------------------------------

   Research and Development

     Consulting                                                             510,479           81,218         20,352
     Health agency approvals                                                185,700           74,472          4,791
     Rent                                                                    10,642                -            854
--------------------------------------------------------------------------------------------------------------------

                                                                            706,821          155,690         25,997
--------------------------------------------------------------------------------------------------------------------

Net loss from operations                                                (3,873,519)      (2,151,438)      (819,608)

Write-down of assets                                                         79,520           79,520              -
--------------------------------------------------------------------------------------------------------------------

Net loss for the period                                                 (3,953,039)      (2,230,958)      (819,608)
====================================================================================================================


Basic net loss per share                                                                      (0.11)         (0.07)
====================================================================================================================


Weighted average common shares outstanding                                                20,156,000     12,453,000
====================================================================================================================


(Diluted loss per share has not been presented as the result is anti-dilutive)


                     (The Accompanying Notes are an Integral Part of the Financial Statements)

                                                       F-3


</TABLE>

<PAGE>

AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(expressed in U.S. Dollars)

<TABLE>
<CAPTION>

                                                             Accumulated from
                                                               June 3, 1998
                                                            (Date of Inception)            Year Ended
                                                                to May 31,                   May 31,
                                                                   2004              2004              2003
                                                                     $                 $                 $
Operating Activities
<S>                                                            <C>               <C>                 <C>
   Net loss for the period                                     (3,953,039)       (2,230,958)         (819,608)

   Adjustments to reconcile net loss to net cash used in
      operating activities
     Amortization                                                   7,484             6,098             1,386
     Recapitalization costs                                      (115,730)               --          (115,730)
     Stock-based compensation                                   1,147,187           977,845           169,342
     Write-down of assets                                          79,520            79,520                --

   Changes in operating assets and liabilities
     Accounts payable and accrued liabilities                     829,771           248,657           348,718
-------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                          (2,004,807)         (918,838)         (415,892)
-------------------------------------------------------------------------------------------------------------

Investing Activities
   Patent protection costs                                        (11,378)           (1,378)               --
   Purchase of property and equipment                             (14,136)               --           (14,136)
   Advance royalty deposits                                      (220,000)          (25,000)          (30,000)
-------------------------------------------------------------------------------------------------------------
Net Cash Used In Investing Activities                            (245,514)          (26,378)          (44,136)
-------------------------------------------------------------------------------------------------------------

Financing Activities
   Advances from related parties                                1,055,266           300,338           351,445
   Advances from others                                           220,866            80,920             7,854
   Issuance of convertible debentures                             300,000                --                --
   Issuance of common shares                                      520,939           511,220                --
   Subscriptions received                                         243,698            70,000           173,698
-------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                       2,340,769           962,478           532,997
-------------------------------------------------------------------------------------------------------------
Foreign Currency Translation                                      (47,661)           21,235           (68,896)
-------------------------------------------------------------------------------------------------------------
Change in Cash                                                     42,787            38,497             4,073

Cash - Beginning of Period                                             --             4,290               217
-------------------------------------------------------------------------------------------------------------

Cash - End of Period                                               42,787            42,787             4,290
=============================================================================================================

Non-Cash Investing and Financing Activities
   Advance royalty deposits payable                                    --            25,000                --
   Shares issued to settle debt                                   204,698           204,510                --
   Shares issued for convertible debenture conversions            300,000                --                --
   Shares to be issued to settle debt included in
      subscriptions received                                       22,040            22,040             7,500
   Promissory notes issued to acquire assets                       73,346            73,346                --
   Shares issued for consulting fees                              781,500           781,500                --
   Shares to be issued for consulting fees included in
      subscriptions received                                      157,000           157,000                --
   Shares issued to settle related party debt                     269,000           269,000                --
=============================================================================================================

Supplemental Disclosures
   Interest paid                                                       --                --                --
   Income taxes paid                                                   --                --                --


                     (The Accompanying Notes are an Integral Part of the Financial Statements)

                                                          F-4


</TABLE>

<PAGE>

AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
(expressed in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                                     Additional
                                                                                      Common        Additional
                                                           Common Stock                Stock          Paid-in
                                                      Shares          Amount         Subscribed       Capital
                                                        #                $                $               $

<S>                                               <C>                 <C>            <C>           <C>
Balance at June 3, 1998 (Date of Inception)               --              --              --              --

Issuance of Shares:

Rule 144 restricted shares for cash                1,600,000           1,600              --           6,400
Unrestricted shares for cash                         152,232             152              --          53,188
Rule 504 unrestricted shares for cash                 14,350              14              --          18,153
Rule 504 unrestricted shares for conversion
   of convertible debentures                          41,697              42              --          60,416

Net loss For The period                                   --              --              --              --
--------------------------------------------------------------------------------------------------------------
Balance at May 31, 1999                            1,808,279           1,808              --         138,157

Issuance of Shares:

Rule 144 restricted shares for cash                  400,000             400              --           1,600
Rule 504 unrestricted shares for conversion
   of notes payable                                  101,133             101              --         151,599
Rule 504 unrestricted shares for cash                 20,000              20              --          29,980
Previously issued restricted shares
   transferred to acquire property                        --              --              --         100,000

Net loss for the year                                     --              --              --        (267,532)
--------------------------------------------------------------------------------------------------------------
Balance at May 31, 2000                            2,329,412           2,329              --         421,336

Issuance of Shares:

Rule 504 unrestricted shares for cash                 15,788              16              --          23,184
Rule 144 restricted shares for acquisition of
   Anmore Management Inc.                              2,000               2              --               8

Reorganization costs                                      --              --              --         (90,010)

Net loss for the year                                     --              --              --              --
--------------------------------------------------------------------------------------------------------------
Balance at May 31, 2001                            2,347,200           2,347              --         354,518

Issuance of Shares:

Restricted shares for conversion of notes
   payable                                           112,000             112              --          55,888
Uunrestricted shares for consulting services         250,000             250              --          24,750
Reduction of reorganization costs                         --              --          50,000              --

Net income for the year                                   --              --              --              --
--------------------------------------------------------------------------------------------------------------

Balance at May 31, 2002                            2,709,200           2,709              --         485,156

Elimination of AVVAA's stockholders' deficit              --              --              --        (584,456)

Shares issued to the shareholders of MYOSP        12,112,501          12,113              --         297,793

Shares issued for services to be rendered          2,590,000           2,590              --         755,510

Amortization of deferred compensation                     --              --              --              --

Common stock to be issued                                 --              --         181,198              --

Foreign currency translation adjustment                   --              --              --              --

Net loss for the year                                     --              --              --              --
--------------------------------------------------------------------------------------------------------------

Balance at May 31, 2003                           17,411,701          17,412         181,198         954,003
--------------------------------------------------------------------------------------------------------------

Carried forward                                   17,411,701          17,412         181,198         954,003

Shares issued for cash                             2,776,131           2,776        (173,698)        682,142

Shares issued to settle debt                         637,840             638          (7,500)        211,372

Shares issued to settle related party debt           390,000             390              --         268,610

Shares issued for services                         1,450,000           1,450              --         780,050

Amortization of deferred compensation                     --              --              --              --

Common stock to be issued:

  - for cash                                              --              --          70,000              --
  - for services                                          --              --         157,000              --
  - to settle debt                                        --              --          22,040              --

Shares cancelled                                    (210,000)           (210)             --             210

Foreign currency translation adjustment                   --              --              --              --

Net loss for the year                                     --              --              --              --
--------------------------------------------------------------------------------------------------------------
Balance at May 31, 2004                           22,455,672          22,456         249,040       2,896,387
==============================================================================================================


                     (The Accompanying Notes are an Integral Part of the Financial Statements)

</TABLE>

<PAGE>

AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Deficit
(expressed in U.S. Dollars)
<TABLE>
<CAPTION>
                                                                   Accumulated
                                                                      Other
                                                     Deferred     Comprehensive   Accumulated
                                                    Compensation       Loss         Deficit
<S>                                                 <C>              <C>          <C>
Balance at June 3, 1998 (Date of Inception)               --              --

Issuance of Shares:

Rule 144 restricted shares for cash                       --              --              --
Unrestricted shares for cash                              --              --              --
Rule 504 unrestricted shares for cash                     --              --              --
Rule 504 unrestricted shares for conversion
   of convertible debentures                              --              --              --

Net loss for the period                                   --              --        (102,298)
-----------------------------------------------------------------------------------------------
Balance at May 31, 1999                                   --              --        (102,298)

Issuance of Shares:

Rule 144 restricted shares for cash                       --              --              --
Rule 504 unrestricted shares for conversion
   of notes payable                                       --              --              --
Rule 504 unrestricted shares for cash                     --              --              --
Previously issued restricted shares
   transferred to acquire property                        --              --              --

Net loss for the year
-----------------------------------------------------------------------------------------------
Balance at May 31, 2000                                   --              --        (369,830)

Issuance of Shares:

Rule 504 unrestricted shares for cash                     --              --              --
Rule 144 restricted shares for acquisition of
   Anmore Management Inc.                                 --              --              --

Reorganization costs                                      --              --              --

Net loss for the year                                     --              --        (252,215)
-----------------------------------------------------------------------------------------------
Balance at May 31, 2001                                   --              --        (622,045)

Issuance of Shares:

Restricted shares for conversion of notes
   payable                                                --              --              --
Uunrestricted shares for consulting services         (19,118)             --              --
Reduction of reorganization costs                         --              --

Net income for the year                                   --              --          37,589
-----------------------------------------------------------------------------------------------
Balance at May 31, 2002                              (19,118)             --        (584,456)

Elimination of AVVAA's stockholders' deficit              --              --         584,456

Shares issued to the shareholders of MYOSP                --              --        (902,473)

Shares issued for services to be rendered           (758,100)             --              --

Amortization of deferred compensation                169,342              --              --

Common stock to be issued                                 --              --              --

Foreign currency translation adjustment                   --         (68,896)             --

Net loss for the year                                     --              --        (819,608)
-----------------------------------------------------------------------------------------------

Balance at May 31, 2003                             (607,876)        (68,896)     (1,722,081)
-----------------------------------------------------------------------------------------------

Carried forward                                     (607,876)        (68,896)     (1,722,081)

Shares issued for cash                                    --              --              --

Shares issued to settle debt                              --              --              --

Shares issued to settle related party debt                --              --              --

Shares issued for services                          (781,500)             --              --

Amortization of deferred compensation                977,845              --              --

Common stock to be issued:

  - for cash                                              --              --              --
  - for services                                    (157,000)             --              --
  - to settle debt                                        --              --              --

Shares cancelled                                          --              --              --

Foreign currency translation adjustment                   --          21,235              --

Net loss for the year                                     --              --      (2,230,958)
-----------------------------------------------------------------------------------------------
Balance at May 31, 2004                             (568,531)        (47,661)     (3,953,039)
===============================================================================================

                     (The Accompanying Notes are an Integral Part of the Financial Statements)

                                                    F-5

</TABLE>


<PAGE>

AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

1.   Nature of Operations and Continuance of Business

     AVVAA World Health Care Products, Inc. (the "Company") was incorporated on
     June 3, 1998 in the State of Nevada.

     On June 28, 2002 the Company completed the acquisition of 100% of the
     common shares of Mind Your Own Skin Products Inc. ("MYOSP"), a company
     incorporated under the Company Act of the Province of British Columbia,
     Canada. The purchase transaction consisted of 12,112,501 common shares,
     after a 1 new for 5 old reverse stock split of the Company's issued common
     shares. This share issuance resulted in a reverse takeover of the Company
     by the shareholders of MYOSP. Certain directors and officers of MYOSP
     became directors and officers of the Company. These financial statements
     are a continuation of MYOSP.

     The Company is a global biotechnology company specializing in providing all
     natural, therapeutic skin care products. The Company intends to manage the
     manufacturing, distribution, marketing and sale of health-care products
     throughout the world. The Company's mission is to provide to the public
     medically safe, natural, non-toxic health-care products and specifically
     products that treat skin abnormalities as well as enhance the natural
     clarity and texture of healthy skin. The Company is presently licensed to
     manufacture and distribute patented Europeans skin care products, which are
     scientifically developed to treat the symptoms of skin diseases including
     eczema, psoriasis and acne. The Company intends to manufacture and market
     over-the-counter the Neuroskin line of products through mass marketing food
     and drug channels in the United States. The three flagship core products of
     the Neuroskin lines are FDA compliant. The Company has developed a business
     plan and conducted research with respect to marketing the products.

     The Company is considered a development stage company in accordance with
     Statement of Financial Accounting Standards (SFAS) No. 7. These
     consolidated financial statements have been prepared in accordance with
     United States generally accepted accounting principles, on a going concern
     basis, which contemplates the realization of assets and the satisfaction of
     liabilities and commitments in the normal course of business. As at May 31,
     2004, the Company has not recognized significant revenue, has a working
     capital deficit of $1,640,972, and has accumulated operating losses of
     $3,953,039 since its inception. The continuation of the Company is
     dependent upon the continuing financial support of creditors and
     stockholders and obtaining short-term and long-term financing, the
     completion of product development and achieving profitability. These
     conditions raise substantial doubt about the Company's ability to continue
     as a going concern. These financial statements do not include any
     adjustments that might arise from this uncertainty.

     In 2004 the Company issued 3,230,471 units at $0.25 per unit for proceeds
     of $684,918 in cash and $122,585 in debt settlement. Each unit consisted of
     one common share of the Company and one non-transferable share purchase
     warrant. Each warrant is exercisable within two years of the date of
     issuance to the purchaser at a price of $0.45 during the first 12 months
     and $0.40 (repriced from $0.65 subsequent to year end) for the remaining 12
     months.

     On December 22, 2003, the Company entered into a Letter of Commitment to
     participate in a Joint Venture with a First Nations Band (the "Band"). The
     Joint Venture was to be 51% owned by the Band and 49% by the Company. The
     Company was to contribute all the property and equipment, including all
     intellectual property and intangible assets, and inventory of Mystic. The
     Company was also to provide its management expertise to supervise the
     construction of a manufacturing facility on the Band's land, purchase and
     install suitable equipment, and prepare a business plan. The band was to
     contribute a total of CAD$5,000,000 to be used to construct the
     manufacturing facility, to purchase manufacturing equipment and to fund
     start up and operating costs. The Band contributed CAD$50,000 on December
     22, 2003 and made an additional advance of CAD$52,000 on March 2, 2004 to
     help develop the business plan and a start-up plan. The total advances of
     CAD$102,000 are refundable should the Band not approve the start-up plan.
     Upon acceptance of the start-up plan the remaining CAD$4,898,000 would have
     been advanced according to an approved schedule in the start-up plan.
     Subsequent to year-end, the Company and the Band decided not to proceed
     with the Joint Venture.

                                      F-6

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

1.   Nature of Operations and Continuance of Business (continued)

     On January 2, 2004, the Company completed the October 15, 2003 agreement
     (as amended January 1, 2004) to purchase certain operational business
     assets of 5943609 B.C. Ltd. (dba Mystic Mountain Body and Spa Products)
     ("Mystic"), a company based in British Columbia, Canada. Mystic is a
     manufacturer and seller of bath, skin, body and aromatherapy products. The
     assets purchased included inventory, property and equipment, including all
     intellectual property and intangible assets of Mystic. In return, the
     Company issued two promissory notes totalling CAD$100,000 to the owner of
     Mystic due on April 30, 2004 (CAD$15,000 was previously due on January 31,
     2004 and CAD$85,000 on March 15, 2004, but the deadlines were extended by
     the owner of Mystic). Both promissory notes are non-interest bearing and
     unsecured. The Company and Mystic have decided to terminate the agreement
     but have not yet settled the terms. As of May 31, 2004, the Company
     wrote-off all the assets it acquired from Mystic totalling $79,520. The
     promissory notes remain, pending release by Mystic.

     On May 10, 2004, the Company offered a private placement subscription for
     up to 2,000,000 units of the Company at a purchase price of $0.25 per unit.
     Each unit will consist of one common share of the Company and one
     non-transferable share purchase warrant. Each warrant may be exercised
     within one year of the date of issuance to the purchaser at a price of
     $0.45. As at May 31, 2004, the Company had received $70,000 in
     subscriptions.

     See Note 11 for Subsequent Events.


2.   Summary of Significant Accounting Principles

     (a)  Basis of Accounting

          These consolidated financial statements have been prepared in
          accordance with United States generally accepted accounting principles
          and are expressed in United States dollars.

     (b)  Consolidation

          These consolidated financial statements include the accounts of the
          Company and its wholly owned subsidiaries, Mind Your Own Skin Products
          Inc. and 648311 B.C. Ltd.

     (c)  Year End

          The Company's fiscal year end is May 31.

     (d)  Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     (e)  Inventory

          Raw materials are recorded at the lower of average cost and
          replacement cost and finished goods are recorded at the lower of
          average cost and net realizable value. The Company provides inventory
          reserves for estimated obsolescence on unmarketable inventory equal to
          the difference between the cost of inventory and the estimated
          realizable value based on assumptions about future demand and market
          conditions. Shipping and handling costs are recorded as part of cost
          of sales.

     (f)  Property and Equipment

          Molds are recorded at cost. Amortization is computed on a
          straight-line basis using an estimated useful life of three years.

                                      F-7

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

2.   Summary of Significant Accounting Principles (continued)

     (g)  Long-Lived Assets

          In accordance with SFAS No. 144, "Accounting for the Impairment or
          Disposal of Long-Lived Assets", the carrying value of intangible
          assets and other long-lived assets is reviewed on a regular basis for
          the existence of facts or circumstances that may suggest impairment.
          The Company recognizes impairment losses when the sum of the expected
          undiscounted future cash flows is less than the carrying amount of the
          asset. Impairment losses, if any, are measured as the excess of the
          carrying amount of the asset over its estimated fair value.

     (h)  Foreign Currency Translation

          The functional currency of the Company's Canadian subsidiary is the
          Canadian dollar. The financial statements of this subsidiary are
          translated to United States dollars in accordance with SFAS No. 52
          "Foreign Currency Translation" using period-end rates of exchange for
          assets and liabilities, and average rates of exchange for the year for
          revenues and expenses. Translation gains (losses) are recorded in
          accumulated other comprehensive income (loss) as a component of
          stockholders' equity. Foreign currency transaction gains and losses
          are included in current operations.

     (i)  Revenue Recognition

          Revenue is derived from the sale of personal care products sold
          directly to retailers or indirectly through distributors. The Company
          follows the provisions of Staff Accounting Bulletin ("SAB") No. 104;
          "Revenue Recognition in Financial Statements". Revenue from the sale
          of products is only recognized upon delivery of the product, when
          persuasive evidence of an arrangement exists, the price is fixed or
          determinable and collection is probable. If collection is not
          considered probable, revenue will be recognized when the fee is
          collected. Until the Company can establish a history of returns,
          recognition of revenue will be deferred on sales to distributors
          having right of return privileges until the return period expires.
          Once a reliable return history is established, such returns will be
          estimated using historical return rates.

          In accordance with Emerging Issues Task Force ("EITF") No. 00-10,
          "Accounting for Shipping and Handling Fees and Costs", freight and
          handling charges billed to customers are recorded as revenue while the
          corresponding freight and handling costs are recorded as cost of
          sales.

     (j)  Other Comprehensive Loss

          SFAS No. 130, "Reporting Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in the financial statements. The Company had a comprehensive loss of
          $2,209,723 and $888,504, which includes a foreign currency translation
          gain (loss) of $21,235 and $(68,896), at May 31, 2004 and 2003,
          respectively.

     (k)  Basic and Diluted Net Income (Loss) per Share

          The Company computes net income (loss) per share in accordance with
          SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
          presentation of both basic and diluted earnings per share (EPS) on the
          face of the income statement. Basic EPS is computed by dividing net
          income (loss) available to common shareholders (numerator) by the
          weighted average number of common shares outstanding (denominator)
          during the period. Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period including stock options,
          using the treasury stock method, and convertible preferred stock,
          using the if-converted method. In computing diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed to be purchased from the exercise of stock options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their effect is anti-dilutive.

                                      F-8

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

2.   Summary of Significant Accounting Principles (continued)

     (l)  Use of Estimates

          The preparation of financial statements in accordance with United
          States generally accepted accounting principles requires management to
          make estimates and assumptions that affect the reported amounts of
          assets and liabilities at the date of the financial statements, and
          the reported amounts of revenues and expenses during the reporting
          periods. Actual results could differ from management's best estimates
          as additional information becomes available in the future.

     (m)  Financial Instruments

          The fair values of cash, accounts payable, accrued liabilities, due to
          related parties and other advances were estimated to approximate their
          carrying values due to the immediate or short-term maturity of these
          financial instruments. The Company's operations are in Canada and
          virtually all of its assets and liabilities are giving rise to
          significant exposure to market risks from changes in foreign currency
          rates. The financial risk is the risk to the Company's operations that
          arise from fluctuations in foreign exchange rates and the degree of
          volatility of these rates. Currently, the Company does not use
          derivative instruments to reduce its exposure to foreign currency
          risk.

     (n)  Income Taxes

          The Company utilizes the liability method of accounting for income
          taxes as set forth in SFAS No. 109, "Accounting for Income Taxes".
          Under the liability method, deferred taxes are determined based on the
          temporary differences between the financial statement and tax bases of
          assets and liabilities using enacted tax rates. A valuation allowance
          is recorded when it is more likely than not that some of the deferred
          tax assets will not be realized.

     (o)  Recent Accounting Pronouncements

          In December 2003, the United States Securities and Exchange Commission
          issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB
          104), which supersedes SAB 101, "Revenue Recognition in Financial
          Statements." The primary purpose of SAB 104 is to rescind accounting
          guidance contained in SAB 101 related to multiple element revenue
          arrangements, which was superseded as a result of the issuance of EITF
          00-21, "Accounting for Revenue Arrangements with Multiple
          Deliverables." While the wording of SAB 104 has changed to reflect the
          issuance of EITF 00-21, the revenue recognition principles of SAB 101
          remain largely unchanged by the issuance of SAB 104. The adoption of
          SAB 104 did not have a material impact on the Company's financial
          statements.


3.   Advance Royalty Deposits and Related License Agreements

     Pursuant to two separate license agreements, the Company has been granted
     by the inventor of certain products known as Neuroskin, Nail Fit, Razor
     Rash, Dermac and Itch-X, the sole and exclusive right and license to
     manufacture, produce, package, distribute, market, promote, use and sell,
     among other things, certain human and animal skin care treatments and
     products. These products have received approval from the US Food and Drug
     Administration ("FDA") as compliant products for over the counter
     pharmaceuticals as well as cosmetics skin care products. Canadian DIN
     approvals for these products have been renewed. The license rights include
     all countries in the world with the exception of Germany, Switzerland,
     Austria, The Netherlands, Belgium, Luxembourg and Lithuania.

     The agreements provide for the joint ownership of all applicable patents,
     pending patents, patent applications, trade marks, copyright, secret
     processes, formulae, technical data and other scientific and technical
     information has been secured.

                                      F-9

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

3.   Advance Royalty Deposits and Related License Agreements (continued)

     Terms of the license agreements call for total advance royalty payments of
     $220,000, which has been paid in full. The licensor will be entitled to
     royalties on the sale of products by the Company at a rate of approximately
     7% of sales. The term of the agreements are for thirty years with automatic
     renewal rights.

     The original registrant for the various approvals was the inventor and
     licensor. The various approvals have been transferred to reflect the
     Company as the manufacturer and owner. The inventor retains the licensing
     rights to the products.

     A total amount of $11,379 has been paid to protect certain Canadian patent
     rights for the Neuroskin product. These costs will be amortized to
     operations once sales of Neuroskin products begin.

4.   Property and Equipment

     Property and equipment is stated at cost less accumulated amortization.

<TABLE>
<CAPTION>
                                                                                       2004              2003
                                                                 Accumulated        Net Carrying      Net Carrying
                                                   Cost          Amortization          Value             Value
                                                     $                $                  $                 $
<S>                                                 <C>              <C>               <C>               <C>
     Moulds                                         14,136           5,890             8,246             12,958
     ===========================================================================================================
</TABLE>


5.   Liability to Agent

     Included in accounts payable is $146,849 (2003 - $112,377) owing to the
     Agent processing the applications related to the US FDA registration as
     compliant products and Canadian DIN approvals for the licensed products and
     is the original registrant in that regard. As original registrant it is the
     only entity able to effect any changes to the FDA registration as compliant
     products and DIN applications and/or registrations for the products.
     Originally retained by the inventor, the Agent is now the agent for both
     the Company and the inventor. The Agent and the inventor agreed that the
     FDA and DIN registrations will be amended to show the Company as the
     manufacturer and owner. The inventor retains the licensing rights to the
     products. The Agent was previously retaining control of the applications
     and registrations as security for the payment of its outstanding fees. The
     fees do not bear interest and are currently payable. During the year, the
     Agent amended the FDA and DIN registrations to show the Company as the
     manufacturer and owner.


6.   Related Party Advances and Transactions
<TABLE>
<CAPTION>
                                                                                             2004             2003
                                                                                               $                $
     (a)  Advances
<S>                                                                                         <C>            <C>
          (i) Shield-Tech Products Inc.                                                     410,227        415,049
          (ii)Owing to the licensor (Note 3)                                                      -         25,000
          (iii)    Owing to directors and/or officers                                       449,385        339,879
     --------------------------------------------------------------------------------------------------------------
                                                                                            859,612        779,928
     ==============================================================================================================
</TABLE>

         (i)  Shield-Tech Products Inc., a company under common control,
              conducted research and incurred development expenditures on the
              Company's behalf. The advances are without interest, unsecured and
              there are no agreed repayment terms.

         (ii) The licensor is a minority shareholder.

                                      F-10

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

6.   Related Party Advances and Transactions (continued)

         (iii) The advances from directors and/or officers are unsecured,
              without fixed repayment terms and are non-interest bearing.

     (b)  Transactions

          Six directors/officers were paid $640,000 (2003 - $287,877) during the
          year for consulting services rendered.

     (c)  Debt Settlement

          During the year, the Company issued 390,000 shares to settle $269,000
          of related party debt.


7.   Other Advances

     (a)  The Company received advances from a non-related party totalling
          $114,000 to assist in research and development. The advance is
          currently payable, unsecured and includes interest at prime plus 1%
          per annum. Interest of $6,107 was accrued and charged to operations
          for the year ended May 31, 2003 (2003 - $7,854).

     (b)  The Company received $74,813 (CAD$102,000) from the Band to assist the
          Company in developing the business and start-up plan for a proposed
          joint venture as described in Note 1. The advance is non-interest
          bearing, unsecured and repayable only if the Band did not approve the
          start-up plan. Subsequent to year end, the Company and the Band
          decided not to proceed with the joint venture.

8.   Common Stock

     (a)  Reverse Stock Split

          On June 28, 2002, pursuant to the terms of the MYOSP acquisition, the
          Company completed a reverse split of its common stock on 5 for 1
          basis, such that every five shares of common stock issued and
          outstanding immediately prior to the reverse split was changed into
          and constitute one share of fully paid common stock of the Company.
          All per share amounts have been retroactively adjusted.

     (b)  The Company issued 12,112,501 common shares to the shareholders of
          MYOSP to effect a reverse merger of the Company.

     (c)  On November 27, 2002, 1,450,000 common shares were reserved for the
          exercise of stock options for officers, directors, key employees and
          consultants.

          On March 11, 2004, the Company granted stock options to an investment
          relations company: 100,000 options exercisable at $0.70 per share and
          125,000 options exercisable at $1.00 per share expiring in one year.

     (d)  In 2004 the Company issued 3,230,471 units at $0.25 per unit for
          proceeds of $684,918 in cash and $122,585 in debt settlement. Each
          unit consisted of one common share of the Company and one
          non-transferable share purchase warrant. Each warrant is exercisable
          within two years of the date of issuance to the purchaser at a price
          of $0.45 during the first 12 months and $0.40 (repriced from $0.65
          subsequent to year end) for the remaining 12 months.

     (e)  On May 1, 2004, the Board and the stockholders approved an amendment
          to the Company's Articles of Incorporation to increase the number of
          authorized shares of common stock to 100,000,000. The amendment was
          processed by the Company subsequent to year end.

                                      F-11

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

8.   Common Stock (continued)

     (f)  On May 10, 2004, the Company offered a private placement subscription
          for up to 2,000,000 units of the Company at a purchase price of $0.25
          per unit. Each unit will consist of one common share of the Company
          and one non-transferable share purchase warrant. Each warrant may be
          exercised within one year of the date of issuance to the purchaser at
          a price of $0.45. As at May 31, 2004, the Company had received $70,000
          in subscriptions.

     (g)  Non-Cash Consideration

          Shares issued for non-cash consideration were valued based on the fair
          market value of the services provided.

          On August 9, 2002, the Company issued 300,000 shares of common stock
          for investor relation's services. These shares were issued at an
          aggregate value of $135,000 for services to have been rendered over a
          six-month period. The services were never provided therefore no
          stock-based compensation has been recorded and the 300,000 shares are
          to be cancelled.

          On December 11, 2002, the Company issued 240,000 shares of common
          stock for consulting services. These shares were issued at an
          aggregate fair value of $100,800 for services to have been rendered
          over a one-year period. The consultant earned 30,000 shares for a fair
          market value of $12,600, which was charged to operations as
          compensation expense. The remaining 210,000 shares were cancelled in
          2004.

          On January 9, 2003, the Company issued 300,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $93,000 for services rendered. The Company charged to
          operations compensation expense of $93,000 in 2003.

          On March 11, 2003, the Company issued 250,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $127,500 for services to be rendered over a two-year period.
          The Company charged to operations compensation expense of $63,750 for
          the year ended May 31, 2004 (2003 - $13,281) and recorded deferred
          compensation of $50,469 that will be charged to operations over the
          remainder of the term.

          On April 10, 2003, the Company issued 500,000 shares of common stock
          to two officers. These shares were issued at an aggregate fair value
          of $175,000 for services to be rendered over a two-year period. The
          Company charged to operations compensation expense of $87,500 for the
          year ended May 31, 2004 (2003 - $10,938) and recorded deferred
          compensation of $75,562 that will be charged to operations over the
          remainder of the term.

          On April 22, 2003, the Company issued 250,000 shares of common stock
          for financing services. These shares were issued at an aggregate fair
          value of $87,500 as compensation for the successful arrangement of
          $3,000,000 in financing for the Company. The Company has recorded
          deferred compensation of $87,500 that will be charged to operations
          when it is earned.

          On May 6, 2003, the Company issued 750,000 shares of common stock to
          three officers. These shares were issued at an aggregate fair value of
          $262,500 for services to be rendered over a one-year period. The
          Company charged to operations compensation expense of $240,624 for the
          year ended May 31, 2004 (2003 - $21,876).

          On June 1, 2003, the Company issued 100,000 shares of common stock to
          two employees. These shares were issued at an aggregate fair value of
          $40,000 for services to be rendered over a two-year period. The
          Company charged to operations compensation expense of $20,000 for the
          period ended May 31, 2004 and recorded deferred compensation of
          $20,000 that will be charged to operations over the remainder of the
          term.

                                      F-12

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

8.   Common Stock (continued)

     (g)  Non-Cash Consideration (continued)

          On August 1, 2003, the Company issued 250,000 shares of common stock
          to an officer. These shares were issued at an aggregate fair value of
          $120,000 for services to be rendered over a two-year period. The
          Company charged to operations compensation expense of $50,000 for the
          period ended May 31, 2004 and recorded deferred compensation of
          $70,000 that will be charged to operations over the remainder of the
          term.

          On January 2, 2004 the Company issued 200,000 shares to an officer.
          These shares were issued at a fair value of $96,000 for services to be
          rendered over a two-year period. The Company charged to operations
          compensation expense of $20,000 for the period ended May 31, 2004 and
          recorded deferred compensation of $76,000 to be charged to operations
          over the remainder of the term.

          On February 15, 2004 the Company issued 300,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $129,000 for services to be rendered over a three month
          period which was charged to operations.

          On March 9, 2004, the Company issued 300,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $219,000 for services rendered which was charged to
          operations.

          On March 10, 2004, the Company issued 100,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $70,500 for services to be rendered over a one year period.
          The Company charged to operations compensation expense of $17,500 and
          recorded deferred compensation of $52,500 that will be charged to
          operations over the remainder of the term.

          On March 18, 2004, the Company issued 50,000 shares of common stock
          for consulting services. These shares were issued at an aggregate fair
          value of $35,500 for services rendered which was charged to
          operations.

          On May 14, 2004, the Board approved the issue of 50,000 shares of
          common stock for consulting services. These shares were issued
          subsequent to year end at an aggregate fair value of $70,000 for
          services rendered. The Company charged to operations compensation
          expense of $70,000 since all services had been performed as of May 31,
          2004.

          On May 15, 2004, the Board approved the issue of 300,000 shares of
          common stock for consulting services. These shares were issued
          subsequent to year end at an aggregate fair value of $87,000 for
          services to be rendered over a three month period. The Company charged
          to operations compensation expense of $14,500 and recorded deferred
          compensation of $72,500 that will be charged to operations over the
          remainder of the term.

9.   Income Taxes

     The tax effects of the significant temporary differences, which would
     comprise tax assets at May 31, 2004 and 2003, are as follows:
<TABLE>
<CAPTION>
                                                                                       2004               2003
                                                                                         $                  $
<S>                                                                                  <C>                <C>
     Deferred tax asset:

         Operating loss carryforward                                                  399,022            246,000

     Valuation allowance                                                             (399,022)          (246,000)
     ---------------------------------------------------------------------------------------------------------------

     Net deferred tax asset                                                                  -                 -
     ===============================================================================================================
</TABLE>

                                      F-13

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)

9.   Income Taxes (continued)

     In assessing the realizability of deferred tax assets, management considers
     whether it is more likely than not that some portion or all of the deferred
     tax assets will not be realized. The ultimate realization of deferred tax
     assets is dependent upon the generation of future taxable income during the
     periods in which those temporary differences become deductible. Management
     considers the scheduled reversal of deferred tax liabilities, projected
     future taxable income, and tax planning strategies in making this
     assessment. The amount of the deferred tax asset considered realizable
     could change materially in the near term based on future taxable income
     during the carryforward period.

     The Company has approximately $826,000 of net operating loss carry forwards
     available for US income tax purposes to reduce taxable income of future
     years. These net operating loss carry forwards expire in years ranging from
     2019 to 2024. In addition, the Company has approximately CAD$2,596,000 of
     non-capital losses available for Canadian income tax purposes to reduce
     taxable income of future years.


10.  Business Acquisition

     On January 2, 2004, the Company acquired certain operational business
     assets from Mystic for two promissory notes totalling CAD$100,000.

     The purchase price allocation was as follows:

                                                                  CAD$

     Inventory                                                     83,363
     Property and equipment                                        16,637
     ---------------------------------------------------------------------

     Total purchase price                                         100,000
     =====================================================================

     The Company and Mystic decided to terminate the agreement but have not yet
     settled the terms. As at May 31, 2004, the Company wrote off all the assets
     it acquired from Mystic totaling $79,520. The promissory notes remain,
     pending release by Mystic.


11.  Subsequent Events

     (a)  On June 1, 2004, 3,000,000 common shares were reserved pursuant to a
          stock option plan for officers, directors, key employees and
          consultants.

     (b)  On June 24, 2004, the Company granted 2,800,000 stock options to
          various employees and outside consultants at an exercise price of
          $0.28 per share (except 1,000,000 stock options granted to the
          President and CEO, which has an exercise price of $0.31 per share).
          The stock options expire on June 24, 2009.

     (c)  On July 10, 2004, the Company granted 100,000 stock options to a
          director at an exercise price of $0.42 per share expiring on July 9,
          2009.

     (d)  On July 15, 2004, the Company issued 400,000 shares of common stock
          having an aggregate fair value of $180,000 for consulting services to
          be rendered over a two year period.

     (e)  On July 28, 2004, the Company issued 250,000 shares of common stock
          having an aggregate fair value of $112,500 for consulting services
          rendered.

     (f)  On July 29, 2004, the Company entered into an agreement with a
          consultant to help raise financing. The Company is to pay the
          consultant a 7% finder's fee on the total proceeds received by the
          Company, which is attributable to the consultant. The consultant has
          the option to receive this finder's fee in cash or equity of the
          Company. The consultant was also granted 200,000 stock options at an
          exercise price of $0.38 per share expiring in three years.

                                      F-14

<PAGE>
AVVAA World Health Care Products, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
(expressed in US dollars)


11.  Subsequent Events (continued)

     (g)  On August 4, 2004, the Company issued 80,000 shares of common stock to
          settle debt of $30,400. (h) Subsequent to year end the Company and the
          Band decided not to proceed with the joint venture described in Note
          1.



                                      F-15

<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Our accountant is Manning Elliott, Chartered Accountants of Vancouver, British
Columbia, Canada. We do not presently intend to change accountants. At no time
has there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

================================================================================

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

Our directors and officers are set forth below. The directors hold office for
their respective term and until their successors are duly elected and qualified.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors. The officers serve at the will of the Board of Directors.

<TABLE>
<CAPTION>

Name                          Age              Position
----                          ---              --------

<S>                           <C>              <C>
Jack Farley                   61               President, Chief Executive Officer and Director

Charles Austin                67               Chief Financial Officer, Secretary and Director

Dr. Mark Alden                52               Director

James MacDonald               67               Director
</TABLE>

JACK FARLEY has been our President, Chief Executive Officer and a member of the
Board of Directors since June 28, 2002. Since November 1995 he has been the
President of Mind Your Own Skin Products, Inc. Since such time he was also
President and Chief Executive Officer of Shield- Tech Products Inc. an
environmental products company which Mr. Farley founded. In December 2000 he
resigned as officer of Shield-Tech Products, Inc. to work full time for Mind
Your Own Skin Products, Inc. Mr. Farley has undertaken extensive training
courses in public speaking skills, financial analysis, marketing, negotiating,
management and labor relations.

From September 1963 to 1995, Mr. Farley worked for Petro-Canada Marketing, a
major international petroleum corporation. Between 1963 and 1972, Mr. Farley was
employed in several capacities at Petro-Canada Marketing as a Sales Trainee up
to a Senior Marketing Representative for all markets in Northern Manitoba. From
1973 to 1989 he was employed at Petro-Canada Marketing in the following
capacities: Manager, Planning Advisor, Merchandising Advisor, Forestry Account
Executive. From1989 to 1995 he was the Senior Forestry Account Executive for
Western Canada and manager of Bunker (heavy fuel) sales out of the Western
Canadian Refineries. As the Senior Forestry Account Executive he was responsible
for the sales and distribution to all major forestry companies in Western
Canada. Mr. Farley was also a Lubricant Technical Sales and Marketing Consultant
for the United Stated markets from June 1996 to June 1998. He brings extensive
experience in planning, distribution, retailing, merchandising and contract
negotiation.

                                      III-1

<PAGE>

CHARLES AUSTIN has been our Chief Financial Officer, Secretary and a member of
the Board of Directors since June 28, 2002. Mr. Austin was the Chief Financial
Officer and Manager of Development and Planning of Mind Your Own Skin Products,
Inc. In such capacity he assisted the President in preparing business plan and
operating budgets and prepared long range financial projections and facility
plans. He also completed all required financial statements and conducted the
annual strategic planning meeting with the Executive Team.

From 1999 to 2000 he worked as a consultant for BC businesses. He conducted
assessment of businesses and profitability improvement checkups and identified
and reported areas for profit improvement. He also assisted these companies in
the development of business plans and assisting in the implementation of related
action plans.

From 1997 to 1999 he was the managing director of Triathlon Canada where he
facilitated in the development and implementation of a strategic plan entitled
"Towards 2000 and Beyond". He also participated in the development of prize
winning marketing materials and had extensive involvement in the fund raising
and communications program.

From 1970 to 1996 he was a Senior Audit Partner for Ernst & Young, Mr. Austin
provided audit, accounting, taxation, information systems and general business
advice to a wide range of clients including many public companies ranging from
start-ups to multi-nationals. Some of his clients included: Luscar, Echo Bay
Mines, ZCL Manufacturing, Falconbridge and Inventronics. He was also a member of
Ernst & Young's National Audit Policy and Accounting Policy Committees. Mr.
Austin received his Bachelor of Business Administration (honours) from the
University of Western Ontario in 1961 and became a chartered accountant in 1964.

DR. MARK ALDEN has been a member of our Board of Directors since June 28, 2002.
Dr. Alden has been associated with Mind Your Own Skin Products, Inc. for the
last 7 years and has worked on applications of Mind Your Own Skin Products,
Inc.'s products. He is in the process of commencing clinical trials that include
effective burn treatment.

Since August 2000 he has been the Clinical Service Chief and Assistant Professor
at the Medical College of Pennsylvania-Hahnemann University. From February 1999
to August 2000 he was the Chairman of the Radiation Oncology Department at the
Wiles-Barre General Hospital. From April 1997 to January 1999 he was the medical
director of the TriCounty Regional Cancer Center (Holy Redeemer Hospital and
Warminster General Hospital) in Southampton, Pennsylvania. From December 1995 to
April 1997 he was employed at the St. Mary Regional Cancer Center in Langhorne,
Pennsylvania. From January 1993 to December 1995 Dr. Alden was an Assistant
Professor and Instructor at the Department of Radiation Oncology and Nuclear
Medicine at the Thomas Jefferson University Hospital.

Dr. Alden received his Associate Arts Degree in 1973 from the Academy of the New
Church College in Bryn Athyn, Pennsylvania. He received in Bachelor of Arts
Degree from Penn State University in 1975. In 1979, he received his Master of
Divinity from the Academy of the New Church Theological School in Bryn Athyn,
Pennsylvania. He received his Doctor of Medicine in 1988 from the Jefferson
Medical Hospital in Philadelphia, Pennsylvania in 1988 and his General Surgery
PGYI from Abington Memorial Hospital in 1989. He was a resident and a fellow in
the Department of Radiation Oncology and Nuclear Medicine at Thomas Jefferson
University Hospital from 1989 to 1992. He is licensed in Pennsylvania, New
Jersey and Indiana and was Board Certified in Radiation Oncology in 1994. He has
also published many articles and been involved in both National and Local
Presentations.

                                      III-2

<PAGE>

JAMES MACDONALD became our director on September 26, 2002. He has a 38 year
career in Canadian and international banking and finance. He presently serves as
a senior executive in a privately operated offshore finance company. He
previously worked as a commercial credit analyst for the Canadian Imperial Bank
of Commerce headquartered in Toronto, Ontario, Canada. He started working for
them in 1954 until his retirement in May, 1992. His portfolio included the
support of over 1,500 lending accounts with more than $100 million in loan
requirements. In 1978, he was an Honor graduate of the University of Toronto and
York University, located in Ontario, Canada. Recently, from 1998 through 2002,
he was Vice President - Commercial Finance for Monex International, Inc. based
in Burlington, Ontario, Canada.

None of our Officers and/or Directors have filed any bankruptcy petition, been
convicted of or been the subject of any criminal proceedings or the subject of
any order, judgment or decree involving the violation of any state or federal
securities laws within the past five (5) years.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our officers in
fiscal year ending May 31, 2004 and 2003 whose salary and compensation exceeded
$100,000. In fiscal year ending May 31, 2003, Jack Farley, our President, Chief
Executive Officer and director received $103,138.29 in compensation. This was
all in the form of cash salary. In fiscal year ending May 31, 2004, Jack Farley,
our President, Chief Executive Officer and director received $102,000 in
compensation. This was all in the form of cash salary.

Employment Agreements. All senior officers have been granted an employment
contract that provides a future benefit to be received upon separation from
service with us.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of September 13, 2004, information with
respect to the beneficial ownership of our common stock by (i) each person known
by us to own beneficially 5% or more of such stock, (ii) each Director who owns
our common stock, and (iii) all Directors and Officers as a group, together with
their percentage of beneficial holdings of our outstanding shares. We currently
have a total of 23,811,672 shares issued and outstanding.

Security Ownership of Beneficial Owners

Name of                                      Shares of
Beneficial Owner                            Common Stock      Percent of Class
----------------                            ------------      ----------------

Jack Farley (2)                             5,200,000(1)        21.84%

Charles Austin (2)                            437,500            1.84%
Dr. Mark Alden (2)                            475,000            1.99%

Directors and Officers as                   6,112,500           25.67%
a group (3 persons)

(1)  This amount includes 2,475,000 shares owned by Lorie Dale Campbell-Farley,
     Mr. Farley's wife.

(2)  The address for such individuals is c/o AVVAA World Health Care Products,
     Inc., 3018 Schaeffer Road, Falkland, B.C. Canada V0E 1W0.


                                      III-3

<PAGE>

Officers and Directors
Name of                                      Shares of
Beneficial Owner                             Common Stock      Percent of Class
----------------                             ----------        ----------------

Jack Farley (2)                                 5,200,000(1)      21.84%

Charles Austin (2)                                437,500          1.84%
Dr. Mark Alden (2)                                475,000          1.99%

Directors and Officers as a                     6,112,500         25.67%
group (3  persons)

(1)  The address for such individuals is c/o AVVAA World Health Care Products,
     Inc., 3018 Schaeffer Road, Falkland, BC< Canada V0E 1W0.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There are no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B
apart from the following:

Our operations center is currently located at the home of our President, Chief
Financial Officer and Director, Jack Farley at 3018 Schaeffer Road,
Falkland,
B.C. Canada and there is no charge.

Related Party Advances and Transactions

<TABLE>
<CAPTION>

                                                                 2003             2002
                                                                   $                $
     (a)      Advances
<S>                                                             <C>             <C>
              (i)      Shield-Tech Products Inc.                415,049              -
              (ii)     Owing to the licensor (Note 3)            25,000              -
              (iii)    Owing to directors and/or officers       339,879         97,759
     ----------------------------------------------------------------------------------
                                                                779,928         97,759
     ----------------------------------------------------------------------------------
</TABLE>


          (i)  Shield-Tech Products Inc., a company under common control,
               conducted research and incurred development expenditures on the
               Company's behalf. The advances are without interest, unsecured
               and there are no agreed repayment terms.

          (ii) The licensor is a minority shareholder. The amount owing is
               without interest, unsecured, and without fixed repayment terms.
               Subsequent to May 31, 2003 the outstanding balance was paid.

         (iii) The advances from directors and/or officers are unsecured,
               without fixed repayment terms and are non-interest bearing.

     (b) Transactions

Six directors/officers were paid $287,877 (2002 - $111,643 paid to two directors
(officers)) during the year.

None of the directors, executive officers nor any member of the immediate family
of any director or executive officer has been indebted to us since its
inception. We have not and do not intend to enter into any additional
transactions with our management or any nominees for such positions. We have not
and do not intend to enter into any transactions with our beneficial owners.

Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. We have not and do not
intend in the future to formulate a policy for the resolution of such conflicts.

                                      III-4

<PAGE>

================================================================================

                                    PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

     1.   Financial statements; see index to financial statement and schedules
          under Item 7 herein.

     2.   Financial statement schedules; see index to financial statements and
          schedules under Item 7 herein.

     3.   Exhibits:


The following exhibits are filed with this Form 10-KSB and are identified by the
numbers indicated: see index to exhibits immediately following financial
statements and schedules of this report.

3.1  Certificate of Incorporation, as amended (1)

3.2  Bylaws, as amended (1)

(1)  Incorporated by reference to the Registrant's Form 8-K12G3, filed on
     September 22, 2000 (SEC File No. 000-31611).

(b)  Reports on Form 8-K

     On January 22, 2004, we filed a Form 8-K to report the completion of the
     October 15, 2003 agreement (as amended January 1, 2004) to purchase certain
     operational business assets of 5943609 B.C. Ltd. (dba Mystic Mountain Body
     and Spa Products)

ITEM 14. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

                                      IV-1

<PAGE>
================================================================================

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                              AVVAA WORLD HEALTH CARE PRODUCTS, INC.

                              By:  /s/   Jack Farley
                              ------------------------------------
                                         JACK FARLEY
                                         PRESIDENT, CHIEF EXECUTIVE OFFICER
                                         AND DIRECTOR


Dated: September  14, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>

<S>                                 <C>                                       <C>
By:    /s/      Jack Farley         President, Chief Executive Officer and    Dated:   September  14, 2004
       ------------------------     Director
       Jack Farley

By:    /s/      Charles Austin      Chief Financial Officer, Secretary and    Dated:   September  14, 2004
       ------------------------     Director
       Charles Austin

By:    /s/      Mark Alden          Director                                  Dated:   September  14, 2004
       ------------------------
       Mark Alden

By:    /s/      James MacDonald     Director                                  Dated:   September  14, 2004
       ------------------------
       James MacDonald

</TABLE>

                                      IV-2