UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20F



[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES

EXCHANGE ACT OF 1934.





OR



[X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934.





FOR THE FISCAL YEAR ENDED MARCH 31, 2004.

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



OR



[ ] TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.





For the transition period from



COMMISSION FILE NUMBER: 0-30520



SECUREVIEW SYSTEMS INC.

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

(Exact name of registrant as specified in its charter)



Not Applicable

(Translation of registrant's name into English)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



828 West 7th Ave., Vancouver, British Columbia, Canada, V5Z 1C1

(Address of principal executive offices)

---------



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

1



<PAGE

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

NONE



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

COMMON SHARES WITHOUT PAR VALUE.

(Title of Class)



Securities for which there is a reporting  obligation  pursuant to Section 15(d)

of the Act.

NONE.



Indicate the number of  outstanding  shares of each of the  issuer's  classes of

capital  or common  stock as of the close of the  period  covered  by the annual

report.



16,195,642 COMMON SHARES (AS AT MARCH 31, 2004)



16,195,642 COMMON SHARES (AS AT SEPTEMBER 30, 2004)



Indicate by check mark whether the registrant (1) has filed all reports required

to be filed  by  Section  13 or 15 (d) of the  SECURITIES  EXCHANGE  ACT OF 1934

during the preceding 12 months (or for such shorter  period that the  registrant

was  required  to file such  reports),  and (2) has been  subject to such filing

requirements for the past 90 days.



YES:    X   .     NO:           .





Indicate by checkmark which financial  statement item the registrant has elected

to follow:



ITEM 17:     X   .         ITEM 18:              .







FORM 20-F INDEX





Item No.                                                                    Page

GLOSSARY                                                                       1

FORWARD LOOKING STATEMENTS                                                     5



PART I                                                                         6

ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND

ADVISERS                                                                    6



ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE                               6



2



<PAGE>



A.       Offer Statistics                                             6

B.       Method and Expected Timetable                                6



ITEM 3 - KEY INFORMATION                                                       6





A.       Selected Financial Information 6 Exchange Rates              7

B.       Capitalization and Indebtedness                              7



ITEM 4 - INFORMATION ON THE COMPANY                                            9

A.       History and Development of the Company                       9

B.       Business Overview                                           10

Cash Resources and Liquidity                       12

Stated Business Objectives                         12

Principal Products                                 12

C. Organizational Structure 12 D. Property, Plants and Equipment     12

Office Space                                       12

Mineral Property                                   12



ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS                         12

A.       U.S. and Canadian GAAP differences                          12

B.       The Company                                                 13



ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                           14

A.       Directors and Senior Management                             14

Aggregate Ownership of Securities                  15

Other Reporting Issuers                            15

Individual Bankruptcies                            15

Conflicts of Interest                              16

Other Information                                  16

B.       Compensation                                                16

The Company's Executive Compensation               16

Compensation of the Company's Directors            18

Management Contracts                               18

C.       Board Practices                                             18

D.       Employees                                                   19

E.       Share Ownership                                             19

Directors and Officers                             19

Public and Insider Ownership                       19



ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY

TRANSACTIONS                                                        19

A.       Major Shareholders                                          19

B.       Related Party Transactions                                  20

C.       Interests of Experts and Counsel                            20



3

<PAGE>



ITEM 8 - FINANCIAL INFORMATION                                                20

A.       Consolidated Statements and other Financial Information     20

B.       Significant Changes                                         20



ITEM 9 - THE OFFERING AND LISTING                                             20

A.       Offer and Listing Details                                   21

B.       Plan of Distribution                                        21

C.       Markets                                                     22

D.       Selling Shareholders                                        22

E.       Dilution                                                    22

F.       Expenses of the Issue                                       22



ITEM 10 - ADDITIONAL INFORMATION                                              22

A.       Share Capital                                               22

B.       Memorandum and Articles of Association                      22

Disclosure of Interest of Directors or Officers    22

Shareholdings of Directors                         23

Rights, Preferences and Restrictions attaching

to each class of Shares                         23

Changing the Rights of Holders of the

Company's Stock                                 24

Annual General Meetings and Extraordinary General

Meetings                                 24

Annual General Meeting                      24

Notice                                      24

Quorum                                      24

Limitations on the rights to own securities        25

C.       Material Contracts                                          25

D.       Exchange Controls                                           25

E.       Taxation                                                    26

F.       Dividends and Paying Agents                                 28

G.       Statement by Experts                                        28

H.       Documents on Display                                        28

I.       Subsidiary Information                                      28



ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT

MARKET RISK                                                                28



ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY

SECURITIES                                                                 28

A.       Debt Securities                                             28

B.       Warrants and Rights                                         29

C.       Other Securities                                            29

D.       American Depositary Shares                                  29



PART II                                                                       29



4

<PAGE>





ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND

DELINQUENCIES                                                        29



ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

HOLDERS AND USE OF PROCEEDS                                          29



ITEM 15 - CONTROLS AND PROCEDURES                                             29

A.       Evaluation of Disclosure Controls and Procedures            29

B.       Change in Internal Controls                                 29



ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT                                   30



ITEM 16B - CODE OF ETHICS                                                     30



ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES                             30

A.       Audit Fees                                                  30

B.       Audit Related Fees                                          30

C.       Tax Fees                                                    31

D.       All Other Fees                                              31



ITEM 17 - FINANCIAL STATEMENTS                                                31



ITEM 18 - FINANCIAL STATEMENTS                                                31



ITEM 19 - EXHIBITS                                                            31

(A)      Financial Statements                                        32

(B)      Exhibits                                                    32



SIGNATURES                                                                    33





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







FORWARD LOOKING STATEMENTS



Secureview  Systems Inc. (the "COMPANY")  cautions readers that certain

important factors (including,  without limitation,  those set forth in this Form

20-F) may affect the  Company's  actual  results and could cause such results to

differ materially from any forward-looking statements that may be deemed to have

been made in this Form 20-F annual  report (the  "ANNUAL  REPORT"),  or that are

otherwise made by or on behalf of the Company.

For this purpose any  statements  contained in this Annual  Report that are not

statements of historical  fact may be deemed to be  forward-looking  statements.

Without limiting the generality of the foregoing, words such as "may," "except,"

believe,"  anticipate,"  "intend,"  "could,"  estimate"  or  "continue,"  or the

negative or other variations of comparable terminology, are intended to identify

forward-looking  statements.  In this Annual Report, unless otherwise specified,



5

<PAGE>





all monetary amounts are expressed in Canadian  dollars.  See "KEY INFORMATION -

SELECTED FINANCIAL DATA - EXCHANGE RATES" for applicable exchange rates.



PART 1



ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS



The following is a list of the directors and executive officers of the Company:



*        Donald L. Perks  President/CEO/Director  appointed  on August 29,  2003

Confirmed at AGM September 17, 2003



*        Cindy Perks -Director elected at AGM September 17, 2003



*        Mrs. Anna Marie Cain -Secretary appointed August 29, 2003 Confirmed and

elected Director at AGM September 17, 2003



*        Jim Chapmen - Director elected at AGM September 17, 2003



ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE



Not Applicable



A.       OFFER STATISTICS



This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



B.       METHOD AND EXPECTED TIMETABLE



This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



ITEM 3 - KEY INFORMATION



A.       SELECTED FINANCIAL INFORMATION



The following  summarizes certain selected  financial  information with

respect to the Company and is  qualified  in its  entirety by  reference  to the

consolidated  financial  statements of the Company and the Notes thereto; a copy

of which is attached to this Annual Report:

Notes:



Managements'  Discussions  and  Analysis of  Financial  Conditions  and

Results of Operations for comparability of financial  results.  See also note 13

for  reconciliation  of differences  between United States and Canada  financial

results due to differences between United States and Canadian generally accepted

accounting principles.







6

<PAGE>



(1) Net Loss per share is  calculated  based on the weighted  average  number of

shares  outstanding  during the year.  Fully diluted loss per share has not been

disclosed as it is anti-dilutive under US GAAP.



EXCHANGE RATES



In this  Annual  Report,  UNLESS  OTHERWISE  SPECIFIED,  ALL DOLLAR  AMOUNTS ARE

EXPRESSED IN CANADIAN DOLLARS.  Since June 1, 1970, the Government of Canada has

permitted a floating exchange rate to determine the value of the Canadian dollar

against the U.S.  dollar.  The high and low exchange  rates,  the average  rates

(average of the exchange  rates on the last day of each month during the period)

and the end of the period rates for Canadian dollars, expressed in U.S. dollars,

from April 1, 1999 to March 31, 2004,  based on the noon buying rate in New York

City for cable  transfers  payable in Canadian  dollars as certified for customs

purposes by the Federal Reserve Bank of New York, were as follows:

U.S. Dollars per $1.00 (CDN.)



<TABLE>

<CAPTION>

Year ended March 31, 2004

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

2004          2003           2002          2001         2000

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

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

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

High                         .6822          .6618         .6696         .6738        .6891

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

Low                          .6252          .6207         .6367         .6417        .6428

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

Average                      .6473          .6409         .6542         .6967        .6643

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

End of Period                .6805          .6326         .6367         .6669        .6682

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

</TABLE>



B.       CAPITALIZATION AND INDEBTEDNESS



This is an  Annual  Report,  and  therefore,  this  information  is not

applicable.



C.       REASONS FOR THE OFFER AND USE OF PROCEEDS



This is an  Annual  Report  does  not  relate  to any  offering  of the

Company's shares. Therefore, this section is not applicable to the Company.



D.       RISK FACTORS



The following risk factors are those concerned with the business of the

Company.



LACK OF BUSINESS HISTORY AND PROFITABILITY OF OPERATIONS



The  Company is not  currently  operating  profitably  and it should be

anticipated  that it  will  operate  at a loss at  least  until  such  time as a

business prospect is identified and is achieved, if production is, in fact, ever

achieved. The Company has never earned a significant profit.







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<PAGE>



CURRENCY/EXCHANGE RATE RISK



The  Company  anticipates  most of the  revenue  to be  earned  in U.S.

dollars;  however, the majority of costs are expected to be incurred and paid in

Canadian dollars. Exchange rate fluctuations could have an adverse effect on the

Company's financial position.



DEPENDENCE ON KEY MANAGEMENT



The  success  of  the  operations  and  activities  of the  Company  is

dependent  to  a  significant  extent  on  the  efforts  and  abilities  of  its

management.  The loss of services of any of its Management could have a material

adverse  effect on the Company.  The Company does not maintain key man insurance

on any of its  management.  The Company  does not have any  employment  or labor

agreements  with any  personnel or key employees as at the date of the filing of

this Annual Report.



THE COMPANY IS SUBJECT TO GOVERNMENT REGULATIONS AND ENVIRONMENTAL MATTERS



The Company's  activities are subject to extensive federal,  provincial

and  local  laws  and  regulations  controlling  not  only  the  mining  of  and

exploration  for  mineral  properties,  but also the  possible  effects  of such

activities  upon  the   environment.   Permits  from  a  variety  of  regulatory

authorities  are  required  for many  aspects  of mine and  mill  operation  and

reclamation (see "ENVIRONMENTAL  REGULATIONS" under "ITEM 4 - INFORMATION ON THE

COMPANY - PROPERTY,  PLANTS AND EQUIPMENT").  Future legislation and regulations

could cause additional expense, capital expenditures, restrictions and delays in

the  development  of the  Company's  property,  the  extent  of which  cannot be

predicted. In the context of environmental  permitting,  the Company must comply

with known standards,  existing laws and regulations which may entail greater or

lesser costs and delays  depending on the nature of the activity to be permitted

and how stringently the regulations are implemented by the permitting authority.

While it is possible that the costs and delays associated with the compliance of

such laws,  regulations and permits could become such that the Company would not

proceed with the  development  or operations of a mine, the Company is not aware

of any material  environmental  constraint  affecting it that would preclude the

economic development or operation of the Company's property.



RISK OF "PENNY STOCK"



The  Company's  common shares may be deemed to be "penny stock" as that

term is  defined  in  REGULATION  Section  "240.3a51-1"  of the  Securities  and

Exchange  Commission (the "SEC").  Penny stocks are stocks:  (a) with a price of

less  than U.S.  $5.00  per  share;  (b) that are not  traded on a  "recognized"

national  exchange;  (c) whose  prices are not  quoted on the  NASDAQ  automated

quotation  system (NASDAQ - where listed stocks must still meet  requirement (a)

above); or (d) in issuers with net tangible assets of less than U.S.  $2,000,000

(if the issuer has been in  continuous  operation  for at least three  years) or







8

<PAGE>



U.S. $5,000,000 (if in continuous  operation for less than three years), or with

average revenues of less than U.S. $6,000,000 for the last three years.





Section "15(g)" of the United States  SECURITIES  EXCHANGE ACT OF 1934,

as amended,  and  REGULATION  Section  "240.15g(c)2"  of the SEC require  broker

dealers dealing in penny stocks to provide  potential  investors with a document

disclosing  the risks of penny stocks and to obtain a manually  signed and dated

written  receipt of the document  before  effecting any  transaction  in a penny

stock for the investor's  account.  Potential  investors in the Company's common

shares are urged to obtain and read such disclosure  carefully before purchasing

any common shares that are deemed to be "penny stock.".



Moreover,  REGULATION  Section  "240.15g-9" of the SEC requires  broker

dealers in penny stocks to approve the account of any investor for  transactions

in such stocks before selling any penny stock to that investor.

This  procedure  requires  the broker  dealer to: (a) obtain from the  investor

information concerning his or her financial situation, investment experience and

investment objectives; (b) reasonably determine, based on that information, that

transactions in penny stocks are suitable for the investor and that the investor

has  sufficient  knowledge  and  experience  as  to  be  reasonably  capable  of

evaluating the risks of penny stock transactions;  (c) provide the investor with

a written  statement setting forth the basis on which the broker dealer made the

determination  in (ii)  above;  and (d)  receive a signed and dated copy of such

statement  from  the  investor   confirming  that  it  accurately  reflects  the

investor's financial situation, investment experience and investment objectives.

Compliance with these  requirements  may make it more difficult for investors in

the Company's common shares to resell their common shares to third parties or to

otherwise dispose of them.



ITEM 4 - INFORMATION ON THE COMPANY



A.       HISTORY AND DEVELOPMENT OF THE COMPANY



INCORPORATION



The Company was  incorporated on September 18, 1985,  under the laws of

the Province of British Columbia under the name of Canadian Comstock Exploration

Ltd. with an authorized  share capital of 20,000,000  shares  without par value.

The Company  changed its name on June 7, 1995 to American  Comstock  Exploration

Ltd. in connection with a  consolidation  of its share capital on a one for four

basis. The company changed its name again on February 4, 1998 to  "International

Comstock  Exploration  Ltd." in  connection  with a  consolidation  of its share

capital on a one for five basis.  The company  changed its name again on October

2, 2001 to "Secureview  Systems Inc." in connection with a consolidation  of its

share capital on a one for five basis.  In addition,  the Company  increased its

authorized  share capital to 100,000,000  shares without par value on October 2,

2001.



CORPORATE INFORMATION







9

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The Company's business address and executive offices are located at 828West 7th Ave.,  Vancouver,  British Columbia,  V5Z 1C1. The Company's  telephone number is (604)  688-6933 and the  Company's fax number is (604)  742-1985.  TheCompany's agent for service in Canada is Devlin Jensen, Barristers & Solicitors,



who are located at Suite 2550,  555 West  Hastings  Street,  Vancouver,  British

Columbia,  V6B 4N5, and who can be contacted at (604)  684-2550 or via facsimile

at (604) 684-0916.



B.       BUSINESS OVERVIEW



From its incorporation in 1985 until 1999, the Company has been engaged

in the  business of  exploration  of natural  resource  properties.  The Company

currently  holds  a  100%  interest  in the  Hail-Harper  Creek  property  nears

Kamloops, B.C.



In early  1999,  in the face of an  ongoing  recession  in the  natural

resource sector, the Company initiated a search for other business opportunities

which   culminated   in  May,   1999  the   acquisition   of  the  domain   name

ProSportsPool.com.  In January 2000, the Company  entered into an agreement with

Internet  Sports Network Inc. to develop and maintain a number of internet based

games and contest.  Internet Sports Network  eventually  developed "Fantasy Free

for All"  software and back end support for Nascar,  Formula  One,  Cart series,

Baseball and Hockey contests for ProSportsPool.com



The Company launched the ProSportsool.com website on March 1, 2000 with

"Fantasy Free for All" Formula 1 and NASCAR Contests.  The launch of the website

was  accompanied by a marketing  campaign that included  print,  billboard,  and



internet-banner  advertising.  In March 21, 2000,  the Company  engaged  Iceberg

Media.com Inc. to provide three music  channels -  1Groove.com,  2Kool4Radio.com

and PrimeTicket.net - for the  ProSportsPool.com  website. The ProSportsPool.com

website added a fantasy baseball contest,  and an affiliation with Altavista.com

on March 27,  2000.  At the  beginning of April 2000,  the Company  launched its

internet  hockey  contest and  announced its  inaugural  contest  winners in its

auto-racing  contests.  The Company also  announced its has become an authorized

member of the Cnet.com  affiliate  network and has formed  similar  affiliations

with Chipshot.com, Wrenchead.com, Quokka.com and America Online.



To increase  awareness of the  ProSportspool.com  website,  the Company

participated  at the G.I. Joe 200 CART race in  Portland,  Oregon as well as the

Toronto and Vancouver Indy races by appearing at a booth at the races signing up

contestants and offering prizes to entrants.



On January 15,  2001,  due to the closing of  Internet  Sports  Network

Inc.,  which  provides  the  technical  architecture  and  sports  data  for the

ProSportsPool.com's  sports contests,  the Company was forced to discontinue its

sports-contest site.



As of June 28, 2001,  the Company  entered into a letter of intent with

Argent  Resources  Ltd.,  On-Track  Computer  Training Ltd.,  On-Track  Computer

International Ltd. and Lute Linux.com Corp. whereby Argent assigned its right to









10

<PAGE>



enter into a share exchange agreement with Lute who has the option to enter into

a share exchange agreement with On-Track and On-Track International. In exchange

for the  assignment  by Argent to the  Company of the share  exchange  agreement

entered into between Lute and Argent,  the Company will issue 3,600,000 share to

Argent and pay to Argent $50,000 to cover legal expenses.  Prior to closing this

transaction, the Company will enter into separate share exchange agreements with

each  of  On-Track,  On-Track  International  and  Lute.  These  share  exchange

agreements  will  result  in  the  Company  receiving  all  of  the  issued  and

outstanding securities of On-Track,  On-Track International and Lute in exchange

for common stock of the Company.



As of October  24,  2001,  the Company  signed a Share  Crystallization

Agreement with Lute Linux.com Corp.  pursuant to the rights to do so as assigned

to the Company by Argent  Resources  Ltd. on June 28, 2001.  The  agreement  was

completed under amended terms,  which included the issuance of 2,000,000  shares

to Argent  instead of 3,600,000  shares and the exchange of Lute share  purchase

warrants for Company shares at a deemed value of $0.10 US per share,  as to Russ

Rossi (100,000 shares),  RRGS Creative  Management Corp.  (2,400,000 shares) and

Quest Ventures Ltd. (175,000  shares).  The Company did not proceed with similar

share  purchase  agreements  with  On-Track  Computer  Training Ltd. and related

company On-Track Computer  International Ltd. as originally  contemplated due to

market  conditions.  Lute focused its business  development  on its "Fedcam," an

inexpensive  remote  monitoring  system  that allows  subscribers  to view their

target locations via secure website. The Fedcam was being tested by the Canadian

government's  construction  branch  on  its  Osoyoos,  British  Columbia  border

crossing site into the United States. However, as of March 31, 2003, the Company

ceased funding the Fedcam and the asset was written down to a nominal amount.



As of June 25, 2002,  the Company  entered into a letter of intent with

Estwind Energy,  a private power company  incorporated  in Estonia,  whereby the

Company intended to acquire all of the issued and outstanding  shares of Estwind

Energy in exchange for 2,731,728 shares of the Company,  which was equivalent to

20% of the currently issued and outstanding  common shares of the Company.  Upon

completion  of the share  exchange  agreement,  Estwind  Energy  was to become a

wholly owned  subsidiary of the Company.  However,  the Company  decided against

completing  the share  exchange  agreement as the business of Estwind Energy was

deemed to not be profitable.



As of May 30,  2003,  the Company  entered into a letter of intent with

P-CE Computers,  Inc., a private Nevada corporation,  engaged in the business of

developing   revolutionary,    ergonomic   and   powerful   multimedia-computing

environments  (workstations).  The Company intended to acquire all of the issued

and outstanding shares of P-CE Computers,  Inc. in exchange for 2,500,000 shares

of the Company,  which was  equivalent  to  approximately  18% of the  currently

issued and  outstanding  common  shares of the  Company.  However,  the  Company

decided  against  completing  the  share  exchange  agreement  as due  diligence

indicated that the business of P-CE Computers, Inc. would not be profitable.







11

<PAGE>



As of  September 3, 2003,  the Company  entered into a letter of intent

with TNR Resources Ltd. ("TNR"), a public British Columbia,  Canada company,  to

enter into a formal  agreement  whereby  the Company  will  acquire an option to

purchase a 50% working interest in TNR's Las Carachas Property in Argentina.



The Company did not pursue the  option,



CASH RESOURCES AND LIQUIDITY



As of March 31, 2004, the Company had approximately  $2,580 in cash and

a working capital deficiency of approximately $662,000.



STATED BUSINESS OBJECTIVES



The Company is seeking appropriate business opportunities and as identified will

pursue the acquisition thereof.



PRINCIPAL PRODUCTS



None.





C. ORGANIZATIONAL STRUCTURE



D. PROPERTY, PLANTS AND EQUIPMENT



OFFICE SPACE



As of September 1, 2004, the Company  utilizes about 1000 squarefeet of

office space at 828 West 7th Ave.,  Vancouver,  B.C. and pays rent of $2,500 permonth which includes office support.



MINERAL PROPERTY



None.



ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS



A.       U.S. AND CANADIAN GAAP DIFFERENCES



The financial statements have been prepared in accordance with Canadian

GAAP,  which  conform in all material  respects  with those of the US, except as

disclosed  in note 13 to the  audited  financial  statements  of the Company for

March 31, 2004, 2003 and 2001.



B.       THE COMPANY







12

<PAGE>



YEAR ENDED, MARCH 31 2004 COMPARED WITH THE YEAR ENDED MARCH 31, 2003



ASSETS, LIQUIDITY AND CAPITAL RESOURCES



The Company's total assets incressed from $3,755 in 2003 to $159,361 in

2004.



The Company's  overall  liabilities  increased from $437,545 in 2003 to

$662,700 in 2004.



The Company's 2004 net working capital deficiency increased to $503,339

from $433,790 in 2003,  largely due to the current  increase in  liabilities  as

described above.



RESULTS OF OPERATION



The Company  incurred a net loss of  $144,549  for the year ended March

31, 2004, compared with a net loss of $122,563 for the year ended March 31, 2003



US GAAP VERSUS CANADIAN GAAP



Under  the  Canadian  GAAP  applicable  to  junior  mining  exploration

companies,  mineral  exploration  expenditures on prospective  properties may be

deferred  until such time as it is determined  that further  exploration  is not

warranted, at which time the property costs are written-off.  Under US GAAP, all

exploration expenditures must be expensed until an independent feasibility study

has determined that the property is capable of economic commercial production.



Under US GAAP,  the Company's  deferred  mineral  property  costs would

therefore  currently  be nil,  with the $1 in costs  currently  reflected  under

Canadian  GAAP  included in Deficit.  There were no property  costs  incurred or

written off during the 2004 fiscal year, and accordingly the differences between

the allowable US and Canadian GAAP  treatments of property costs would result in

no change in net loss under U.S. GAAP from that reported under Canadian GAAP.



YEAR ENDED, MARCH 31 2004 COMPARED WITH THE YEAR ENDED MARCH 31, 2003



ASSETS, LIQUIDITY AND CAPITAL RESOURCES



The Company's total assets increased from $3,755 in 2003 to $159,361 in

2004.



The Company's  overall  liabilities  increased from $437,545 in 2003 to

$662,700 in 2004, largely as a result of an increased level of debt to companies

of $293,986 and a loan payable in the amount of $125,000.



The Company's 2004 net working capital deficiency increased to $503,339

from $437,545 in 2003,  largely due to the current  increase in  liabilities  as

described above.







13

<PAGE>



RESULTS OF OPERATION



The Company  incurred a net loss of  $144,549  for the year ended March

31,  2004,  compared  with a net loss of  $122,563  for the year ended March 31,

2003.



LIQUIDITY AND CAPITAL RESOURCES



The Company faced the increasing difficulty in trying to raise

new equity  financing to support  operations.  During 2004,  the Company did not

raise any funds from equity or debt  financing  activities and  accordingly  all

current  operations  have been  funded  from the  pre-existing  reserves of cash

raised in previous fiscal years



The  Company  has no  residual  capital  commitment  in  respect to its

discontinued operations and has no current capital commitments.



ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.       DIRECTORS AND SENIOR MANAGEMENT



The names, municipality of residence and principal occupations in which

each of the Directors, Executive Officers and other members of management of the

Company have been engaged  during the  immediately  preceding  five years are as

follows:





<TABLE>

<CAPTION>

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



NUMBER OF SHARES OF THE

NAME, MUNICIPALITY OF       PRINCIPAL OCCUPATION OR        DIRECTOR/       COMPANY BENEFICIALLY OWNED,

RESIDENCE AND POSITIONS, IF   EMPLOYMENT DURING THE PAST    OFFICER OF THE     CONTROLLED OR DIRECTED(1)

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

ANY, HELD WITH THE COMPANY           FIVE YEARS            COMPANY SINCE

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

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



<S>                                                                                        <C>

DONALD L. PERKS.  RICHMOND,   BUSINESSMAN, SELF-EMPLOYED    PRESIDENT/DIR.                 0

B.C.                                           SINCE AUGUST 29,

PRESIDENT/DIRECTOR                                          2003

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



SELF-EMPLOYED BUSINESSPERSON   DIRECTOR SINCE                 0

CINDY PERKS.                                        SEPT. 17, 2003

VANCOUVER, BC .

DIRECTOR

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

ANNA MARIE CAIN

SEC/CFO/DIR          SELF-EMPLOYED BUSINESSPERSON   DIRECTOR SINCE                 0

SEPT. 17, 2003



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



JIM CHAPMAN         SELF-EMPLOYED BUSINESSPERSON   DIRECTOR SINCE                 0

VANCOUVER, B.C.                                       SEPT, 17, 2003

DIRECTOR

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

</TABLE>







14

<PAGE>



The  directors of the Company are elected by the  shareholders  at each

annual general meeting of the Company,  or, in the event of a vacancy,  they are

appointed  by the Board of  Directors  then in office,  to serve  until the next

annual general meeting of the Company or until their  successors are elected and

ratified.



The  Company's  executive  officers  are  appointed  by  the  Board  of

Directors and serve at the discretion of the Board of Directors.



There are no family  relationships  between any director or officer and

any other director or officer except for Don and Cindy Perks, who are married.



The  following  are  brief  profiles  of the  Directors  and  Executive

Officers  of  the  Company:  Donald  L.  Perks:  President,  is  an  independent

businessman and is a self-employed Business Consultant.





Cindy  Perks:  Director,  received  an MBA from Mt.  Ellison  University  and is

self-employed.





Anna Marie Cain:  CFO, is self employed.



Jim  Chapman:  Director,  is educated  in  engineering,  and is a  self-employed

consultant.





AGGREGATE OWNERSHIP OF SECURITIES



There are presently NO common shares of the Company owned by all of the

Directors, Officers and promoters of the Company.



OTHER REPORTING ISSUERS



The  following  Directors,  Officers,  promoters  or other  members  of

management of the Company have held a position as a director,  officer, promoter

or other member of management of other  reporting  issuers within years prior to

the date of this Annual Report:

None



INDIVIDUAL BANKRUPTCIES





None of the Directors,  Officers, promoters or members of management of

the Company have, within the five years prior to the date of this Annual Report,

been  declared  bankrupt or made a voluntary  assignment in  bankruptcy,  made a

proposal under any  legislation  relating to bankruptcy or  insolvency,  or been

subject  to or  instituted  any  proceedings,  arrangement  or  compromise  with







15

<PAGE>



creditors, or had a receiver,  receiver manager or trustee appointed to hold the

assets of that individual.



CONFLICTS OF INTEREST



Some of the  Directors  and  Officers  of the  Company  also  serve  as

directors  and/or  officers of other companies and may be presented from time to

time with situations or opportunities  which give rise to apparent  conflicts of

interest which cannot be resolved by arm's length  negotiations but only through

exercise by the Directors and Officers of such  judgement as is consistent  with

their  fiduciary  duties to the Company which arise under  British  Columbia and

Canadian  corporate law,  especially  insofar as taking  advantage,  directly or

indirectly,  of information  or  opportunities  acquired in their  capacities as

Directors or Officers of the Company.

All conflicts of interest will be resolved in accordance  with the  appropriate

business  corporation statute. Any transactions with Directors and Officers will

be on terms consistent with industry  standards and sound business  practices in

accordance  with the  fiduciary  duties of those  persons  to the  Company  and,

depending  upon  the  magnitude  of the  transactions  and  the  absence  of any

disinterested  board  members,  may be submitted to the  shareholders  for their

approval.



OTHER INFORMATION



There are no  family  relationships  between  any of the  Directors  or

Officers  of the  Company  except for Don and Cindy  Perks,  who are husband and

wife. The approximate percentage of business time that each Director and Officer

will devote to the Company's business is as follows:

<TABLE>

<CAPTION>



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

NAME                                          PERCENTAGE OF TIME

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

<S>                                                                             <C>

Don Perks                                          25%

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

Cindy Perks                                               5%

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

Anna Marie Cain                                             5%

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

Jim Chapman                                               5%

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

</TABLE>



B.       COMPENSATION



THE COMPANY'S EXECUTIVE COMPENSATION                     NONE



The Company's fiscal year end is the 31st day of March.



Pursuant to Form 41 of the  SECURITIES  RULES (British  Columbia),  the

Company is a "small business issuer", which is defined as a company that:



- - had revenues of less than $25,000,000 in its last completed financial year;

- - is not a non-redeemable investment fund or mutual fund;

- - has a public float of less than $25,000,000; and

- - if it is a subsidiary of another  company,  that other company is also a small

business issuer.







16

<PAGE>



The  Company  has  created  three  Executive  Offices,  namely  that of

President,  Chief Financial Officer and Secretary.  In this regard the Company's

named Executive Officers  (collectively,  the "NAMED EXECUTIVE OFFICERS") are as

follows:



Donald Perks - Mr. Perks was  appointed the President of the Company on

August 29, 2003..



Anna Marie Cain - Mrs. Cain was appointed the Chief  Financial  Officer

and Secretary of the Company on September 17, 2003.



For the purpose of this Annual  Report,  except as otherwise  expressly

provided or unless the  context  otherwise  requires,  the  following  words and

phrases shall have the following meanings:



"EQUITY  SECURITY" means  securities of a company that carry a residual right to

participate  in earnings of that company and, upon  liquidation or winding up of

that company, its assets;



"OPTION"  means all options,  share  purchase  warrants and rights  granted by a

company  or any of its  subsidiaries  (if  any)  as  compensation  for  services

rendered or otherwise in connection with office or employment;



"LTIP"  means  a  long-term   incentive  plan,   which  is  any  plan  providing

compensation  intended to serve as  incentive  for  performance  to occur over a

period longer than one financial  year,  whether the  performance is measured by

reference  to  financial  performance  of the  company  or an  affiliate  of the

company, the price for the company's securities,  or any other measure, but does

not include  Option or SAR plans or plans for  compensation  through  restricted

shares or restricted share units; and



"SAR" means stock  appreciation  right, which is a right granted by a company or

any of its  subsidiaries  (if any) as  condensation  for  services  rendered  or

otherwise in  connection  with office or employment to receive a payment of cash

or an issue or transfer of securities  based wholly or in part on changes in the

trading price of publicly traded securities.



The  following  table  details the  compensation  paid to the Company's

Named Executive Officers during the fiscal year ended March 31, 2004:



None



The  Company  anticipates  that  compensation  will be  provided by the

Company  during  the  Company's  next  financial  year to  certain  of the Named

Executive Officers of the Company and in conjunction with certain management and

administrative  services to be  provided to the Company by such Named  Executive

Officers or their successors.









17

<PAGE>



LONG-TERM INCENTIVE PLANS - AWARDS IN MOST RECENTLY COMPLETED FINANCIAL YEAR



During its most  recently  completed  financial  year,  and for the two

previously  completed financial years, the Company has not awarded or instituted

any LTIPs in favour of its Named Executive Officers.



OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR



No  individual  grants of Options to purchase or acquire  securities of

the Company or any of its  subsidiaries  (whether or not in tandem with SARs) or

any freestanding SARs were granted or were in effect and in favour of any of the

Company's Named Executive  Officers during the Company's most recently completed

financial year.



AGGREGATE  OPTIONS/SAR  EXERCISES DURING THE MOST RECENTLY  COMPLETED  FINANCIAL

YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUE



None



DEFINED BENEFIT PLANS



The  Company  does not have,  and at no time  during its most  recently

completed  financial year had, any defined benefit or actuarial plans in respect

of which any of its Named Executive Officers were eligible to participate.





COMPENSATION OF THE COMPANY'S DIRECTORS



None



MANAGEMENT CONTRACTS



None



C.       BOARD PRACTICES



The Board of Directors meet quarterly to set policy and review the progress

as well as review and approve budgets and expenditures.





The  Directors of the Company are elected by the  shareholders  at each

annual general meeting of the Company,  or, in the event of a vacancy,  they are

appointed  by the Board of  Directors  then in office,  to serve  until the next

annual general meeting of the Company or until their  successors are elected and

ratified.



The  Company's  executive  officers  are  appointed  by  the  Board  of

Directors and serve at the discretion of the Board of Directors



D.       EMPLOYEES





As of March 31, 2004, the Company had no full-time employees.







18

<PAGE>



E.       SHARE OWNERSHIP



DIRECTORS AND OFFICERS



The share  ownership in the Company held  directly or indirectly by the

Directors  and  Executive  Officers of the Company are as indicated in the table

below:



None



PUBLIC AND INSIDER OWNERSHIP



As of March  31,  2004 the  Directors,  Officers  and  insiders  of the

Company  hold an  aggregate  of  -0-common  shares of the Company on a non-fully

diluted basis,  being 0% of the then issued and outstanding common shares of the

Company,  as opposed to the public  owning an  aggregate  of  16,195,645  common

shares of the Company,  or 100% of the then issued and outstanding common shares

of the Company.



ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.       MAJOR SHAREHOLDERS



To the knowledge of management of the Company, as at March 31, 2004 the

following  beneficially  own  directly or  indirectly,  or  exercise  control or

direction,  over common shares carrying 5% or more of the voting rights attached

to any class of voting securities of the Company:



AZIMUTH CORPORATION

PO BOX 3936

ST ANDREWS NB E5B 3S7 CAN                   1,000,000



CAPITAL ASSOCIATES

828 WEST 7TH

VANCOUVER BC V5Z 1C1 CAN                     2,500,000



CDS & CO (NCI) (1)

PO BOX 1038 STN A 25 THE ESPLANADE

TORONTO ON

M5W 1G5 CAN                                  6,144,854





DENBIGH, JUNE

16125 109 A AVE

SURREY BC V4N 3N8 CAN                       1,112,044



DEWONCK, JUSTIN

11931 DUNFORD RD

RICHMOND BC V7E 3M6 CAN                     1,174,544





J & J RENTALS INC

PO BOX 683

MIRAMICHI NB E1V 3T7 CAN                    1,000,000







19

<PAGE>



RRGS CREATIVE MANAGEMENT CORP

650 WEST GEORGIA ST #1600

VANCOUVER BC V6B 4N7 CAN                    2,000,000



Notes:

(1) The Company is informed that this  shareholder  is a share  depository,  the

beneficial  ownership of which is unknown to the Company.  (2) This  information

was  supplied to the Company by the  Company's  registrar  and  transfer  agent,

Pacific Corporate Trust Company.



All the shareholders of the Company have the same voting rights.



To the best of the  Company's  knowledge,  the  Company is not owned or

controlled,  directly or  indirectly,  by another  corporation or by any foreign

government.



B.       RELATED PARTY TRANSACTIONS



None of the  current  Directors  or  Officers  of the  Company  nor any

associate or  affiliate of the  foregoing  persons,  has any material  interest,

direct or  indirect,  in any  transactions  of the  Company  or in any  proposed

transaction which, in either case, has or will materially affect the Company.



C.       INTERESTS OF EXPERTS AND COUNSEL



This section is not applicable to the Company.



ITEM 8 - FINANCIAL INFORMATION



A.       CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION



The audited  consolidated  financial statements for the Company for the

fiscal years ending March 31, 2004 and 2003 form a material  part of this Annual

Report. See Item "19" herein below.



B.       SIGNIFICANT CHANGES



There have not been any  significant  changes in the Company  since the

date of the most recent interim financial  statements other than those disclosed

in this Annual Report.



ITEM 9 - THE OFFERING AND LISTING





A.       OFFER AND LISTING DETAILS



This  Annual  Report does not relate to any  offering of the  Company's

shares.



The following table indicates the annual high and low market prices for



the five most recent financial years:







20

<PAGE>

<TABLE>

<CAPTION>



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

YEAR                            ANNUAL HIGH                         ANNUAL LOW

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

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

2004                                0.16                               0.01

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

2003                                0.16                               0.05

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

2001                                0.40                               0.04

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

2000                                0.62                               0.04

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

1999                                0.52                               0.17

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

</TABLE>



The  following  table  sets  forth the high and low sale  prices on the

OTCBB for the common shares of the Company for each quarterly  period in the two

most recent fiscal years.

<TABLE>

<CAPTION>



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

QUARTER ENDED                            HIGH                               LOW

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

<S>                                                 <C>                                <C>

March 31, 2004                           0.05                               0.01

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

December 31, 2003                          0.05                               0.01

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

September 2003                           0.13                               0.04

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

June 2003                              0.16                               0.06

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

March. 31, 2003                           0.16                               0.05

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

December 31, 2001                          0.12                               0.07

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

September 30, 2001                          0.20                              0.075

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

June. 30, 2001                           0.40                              0.175

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

</TABLE>



The following  table  indicates the high and low market prices for each

month for the most recent six months:

<TABLE>

<CAPTION>



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

MONTH                                HIGH                               LOW

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

<S>                                                 <C>                                <C>

March  2004                             0.05                               0.01

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

February 2004                            0.01                               0.01

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

January 2004                            0.04                               0.01

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

December 2003                            0.01                               0.01

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

November 2003                            0.04                               0.03

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

October 2003                            0.05                               0.03

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

</TABLE>



B.       PLAN OF DISTRIBUTION





This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



C.       MARKETS







21

<PAGE>



The Company's  shares were traded on the Canadian Venture Exchange (now

the TSX Venture  Exchange) until May 11, 2001. In addition,  the Company's share

have been  listed and posted for trading on the NASD  Over-the-Counter  Bulletin

Board (the "OTCBB") since February 6, 2001.



D.       SELLING SHAREHOLDERS



This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



E.       DILUTION



This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



F.       EXPENSES OF THE ISSUE



This  Annual  Report does not relate to any  offering of the  Company's

shares. Therefore, this section is not applicable to the Company.



ITEM 10 - ADDITIONAL INFORMATION



A.       SHARE CAPITAL



This  section  is not  applicable  to the  Company as this is an Annual

Report.



B.       MEMORANDUM AND ARTICLES OF ASSOCIATION



This  information  is  incorporated  by  reference  to  the  Form  20-F

Registration Statement that was filed with the SEC on January 28, 2000.



DISCLOSURE OF INTEREST OF DIRECTORS



A Director  of the  Company  who is a party to a material  contract  or

proposed  material  contract  with the  Company,  or is a director  of, or has a

material  interest  in,  any person  who is a party to a  material  contract  or

proposed material contract with the Company shall disclose the nature and extent

of his  interest  at the time and in the  manner  provided  in the  COMPANY  ACT

(British Columbia) (herein,  only, the "ACT"). Except as provided in the Act, no

such Director or Officer of the Company shall vote on any  resolution to approve

such  contracts  but each such director may be counted to determine the presence

of a quorum at the  meeting  of  Directors  where  such  vote is being  taken if

provided for in the Articles of Association.





The Company's Articles of Association provide as follows:









22

<PAGE>



"15.1 A director who is, in any way,  directly or  indirectly,  interested  in a

proposed  contract  or  transaction  with the Company or who holds any office or

possesses any property whereby, directly or indirectly, a duty or interest might

be created to conflict with his duty or interest as a Director shall declare the

nature and extent of his  interest  in such  contract or  transaction  or of the

conflict or potential conflict with his duty and interest as a Director,  as the

case may be, in accordance with the provisions of the Company Act.



15.2 A Director  shall not vote in respect of any such  contract or  transaction

with the Company in which he is interested  and if he shall do so his vote shall

not be counted,  but he shall be counted in the quorum present at the meeting at

which such vote is taken.  Subject to the  provisions  of the Company  Act,  the

foregoing prohibitions shall not apply to:



(i) any such contract or transaction relating to a loan to the Company,  which a

Director  or a  specified  corporation  or a  specified  firm in which he has an

interest has guaranteed or joined in  guaranteeing  the repayment of the loan or

any part of the loan;



(ii) any contract or transaction  made or to be made with, or for the benefit of

an affiliated corporation of which a Director is a director or officer;



(iii) determining the remuneration of the Directors;



(iv) purchasing and maintaining  insurance to cover Directors  against liability

incurred by them as Directors under section 152 of the Company Act; or



(v) the  indemnification of any Director by the Company under Section 152 of the

Company Act."



SHAREHOLDINGS OF DIRECTORS



The Company's Articles of Association provide as follows:



"12.3 A director  shall not be  required  to hold a share in the  capital of the

Company as  qualification  for his office but shall be  qualified as required by

the Company Act, to become or act as a Director."



RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHING TO EACH CLASS OF SHARES



The common shares of the Company contain all the rights which include:



(a) the right to vote at any meeting of shareholders;



(b) the right to receive any dividend declared by the Company; and



(c) the right to receive the remaining property of the Company on dissolution.







23

<PAGE>



There are no  restrictions  on the  transfer  of the  Company's  common

shares.



CHANGING THE RIGHTS OF HOLDERS OF THE COMPANY'S STOCK



In order to change the rights of holders of the  Company's  stock,  the

shareholders of that class of the Company's stock must pass a special resolution

by a majority  of not less than  three-quarters  (3/4s) of the votes cast by the

shareholders  who  voted in  respect  of that  resolution  or  signed by all the

shareholders entitled to vote on that resolution.



ANNUAL GENERAL MEETINGS AND EXTRAORDINARY GENERAL MEETINGS



ANNUAL GENERAL MEETING



Subject  to the  provisions  of  Section  "146" of the Act,  the annual

general meeting of the  shareholders  shall be held on such day in each year and

at such time as the Board of Directors may determine at any place within British

Columbia,  or at a place out of British  Columbia the Registrar of Companies for

British  Columbia,  on  application  made to the  Registrar  of  Companies  by a

company, approves.



NOTICE



Subject to the  provisions of Sections  "143" of the Act, every company

must give its  shareholders not less than 21 days' notice of any general meeting

of the company,  but those shareholders may waive or reduce the period of notice

for a particular meeting by unanimous consent in writing.



QUORUM



Subject to the  provisions  of Section  "144" of the Act, the Company's

Articles of Association provide as follows:



"10.3 Save as herein  otherwise  provided a quorum shall be two persons  present

and being, or representing by proxy, members holding not less than one-twentieth

of the issued shares  entitled to be voted at the meeting.  If there is only one

member the quorum is one person  present and being,  or  representing  by proxy,

such member.  The  Directors,  the  Secretary  or, in his absence,  an Assistant

Secretary,  and the  solicitor of the Company shall be entitled to attend at any

general meeting but no such person shall be counted in the quorum or be entitled

to vote at any  general  meeting  unless  he shall be a  member  or  proxyholder

entitled to vote thereat."



LIMITATIONS ON THE RIGHT TO OWN SECURITIES



There  are  no  limits  on  the  rights  of  non-residents  or  foreign

shareholders to hold or exercise voting rights on the securities.







24

<PAGE>



C.       MATERIAL CONTRACTS



The only  material  contracts  that the Company has entered into during

the preceding two years are the following:



1. "Letter of Intent",  which was  executed on June 25, 2002,  among the Company

and Estwind  Energy,  all as  described  under the section  captioned  "Business

Overview" under Item "4" hereinabove.





2. "Letter of Intent", which was executed on May 30, 2002, among the Company and

P-CE Computers,  Inc., a private Nevada corporation,  all as described under the

section captioned "Business Overview" under Item "4" hereinabove.





3.  "Letter of Intent",  which was  executed  on  September  3, 2003,  among the

Company and TNR  Resources  Ltd.,  a public  British  Columbia  company,  all as

described  under  the  section  captioned  "Business  Overview"  under  Item "4"

hereinabove.



D. EXCHANGE CONTROLS





There is no law or  government  decree of  regulation  in  Canada  that

restricts  the export or import of capital,  or that affects the  remittance  of

dividends, interest or other payments to a non-resident holder of common shares,

other than withholding tax requirements.  See the section  captioned  "Taxation"

hereinbelow.



There is no  limitation  imposed by Canadian  law or by the Articles of

Association  or  other  charter  documents  of the  Company  on the  right  of a

non-resident  to  hold or vote  common  shares  of the  Company,  other  than as

provided in the  INVESTMENT  CANADA ACT  (Canada),  as amended (the  "INVESTMENT

ACT").



The Investment Act generally  prohibits  implementation of a reviewable

investment  by  an  individual,   government  or  agency  thereof,  corporation,

partnership,  trust or joint venture that is a "non-Canadian"  as defined in the

Investment Act, unless, after review the Minister responsible for the Investment

Act is satisfied  that the  investment is likely to be of net benefit to Canada.

If  an  investment  by  a  non-Canadian  is  not  a  reviewable  investment,  it

nevertheless  requires  the filing of a short  notice  which may be given at any

time up to 30 days after the implementation of the investment.



An investment in common shares of the Company by a non-Canadian that is

a "WTO  INVESTOR"  (an  individual or other entity that is a national of, or has

the right of permanent  residence in, a member of the World Trade  Organization,

current members of which include the European Community, Germany, Japan, Mexico,

the United Kingdom and the United States, or a WTO  investor-controlled  entity,

as defined in the Investment  Act) would be reviewable  under the Investment Act

if it were an investment to acquire direct control, through a purchase of assets

or voting  interests,  of the Company and the value of the assets of the Company





25

<PAGE>



equalled or exceeded  $218  million,  the  threshold  established  for 2001,  as

indicated  on the  financial  statements  of the  Company  for its  fiscal  year

immediately preceding the implementation of the investment. In subsequent years,

such  threshold  amount may be increased or  decreased  in  accordance  with the

provisions of the Investment Act.



An investment in common shares of the Company by a non-Canadian,  other

than a WTO investor,  would be reviewable under the Investment Act if it were an

investment to acquire  direct control of the Company and the value of the assets

were $5.0  million or more,  as  indicated on the  financial  statements  of the

Company for its fiscal year  immediately  preceding  the  implementation  of the

investment.



A  non-Canadian,  whether a WTO investor or  otherwise,  would  acquire

control of the Company for the purposes of the  Investment  Act if he, she or it

acquired  a majority  of the common  shares of the  Company or  acquired  all or

substantially all of the assets used in conjunction with the Company's business.

The  acquisition  of less than a majority,  but  one-third or more of the common

shares of the Company,  would be presumed to be an acquisition of control of the

Company  unless it could be  established  that the Company was not controlled in

fact by the acquirer through the ownership of the common shares.



The Investment Act would not apply to certain  transactions in relation

to common shares of the Company, including:



(a) an  acquisition  of  common  shares  of the  Company  by any  person  if the

acquisition  were made in the  ordinary  course of that  person's  business as a

trader or dealer in securities;



(b) an acquisition of control of the Company in connection  with the realization

of security  granted for a loan or other  financial  assistance  and not for any

purpose related to the provisions of the Investment Act; and



(c) an  acquisition  of  control of the  Company  by reason of an  amalgamation,

merger,  consolidation or corporate  reorganization following which the ultimate

direct or indirect  control in fact of the  Company,  through the  ownership  of

voting interests, remains unchanged.



E. TAXATION





The following  comments  summarise the material Canadian Federal Income

Tax  consequences  for a  shareholder  of the Company who is a  non-resident  of

Canada and who is a resident of the United  States.  These comments are intended

to provide  only a brief  outline  and are not a  substitute  for advice  from a

shareholder's  own tax advisor for the  specific tax  consequences  to them as a

result of their individual  circumstances.  They do not anticipate  statutory or

regulatory  amendments.  There is a  reciprocal  tax treaty  between  the United

States and Canada.







26

<PAGE>



The  provisions  of the  Income  Tax Act  (Canada)  (the "Tax Act") are

subject  to  income  tax  treaties  to which  Canada is a party,  including  the

Canada-United States Income Tax Convention, 1980 (the "Convention").



Under  Article  X  of  the  Convention,   dividends  paid  by  Canadian

corporations to non-resident U.S.  shareholders are subject to a withholding tax

of 15%.  The  rate of  withholding  tax on  dividends  is  reduced  to 5% if the

beneficial owner is a U.S. company,  which owns at least 10% of the voting stock

of the company paying the dividend.



A U.S.  shareholder  is not subject to tax under the Tax Act in respect

of a capital  gain  realized on the  disposition  of a Common  Share in the open

market  unless  the share is  "taxable  Canadian  property"  to the  shareholder

thereof and the U.S. shareholder is not entitled to relief under the Treaty.



A Common Share will be taxable Canadian property to a U.S.  shareholder

if, at any time during the 60 month  period  ending at the time of  disposition,

the U.S.  shareholder or persons with whom the U.S.  shareholder did not deal at

arm's length owned, or had options,  warrants or other rights to acquire, 25% or

more of the Registrant's  issued shares of any class or series. In the case of a

U.S. shareholder to whom Common Shares represent taxable Canadian property,  tax



under the Tax Act will be payable on a capital gain realized on a disposition of

such shares in the open market by reason of the Treaty.



The  Convention  gives  protection  to  United  States  residents  from

Canadian tax on certain benefits derived from the alienation of property.  There

is no  protection  for a gain on a  disposition  of shares the value of which is

derived  principally from real property in Canada. The Company's  operations are

such that the Company does not intend to hold real property in Canada.



Revenue  Canada has indicated  that it considers the  protection of the

Convention with respect to capital gains extend to a "deemed  disposition" under

the Tax Act,  including  the "deemed  disposition"  arising  from the death of a

taxpayer.



The reader  should be aware that the  Company  could be  considered  as

passive  foreign  investment  company  for  United  States  federal  income  tax

purposes.  Under section 1296 of the Internal Revenue Code of the United States,

a foreign  corporation is treated as a foreign  investment company (a "PFIC") if

it earns 75% or more of its gross income from passive  sources or if 50% or more

of the value of its assets produce passive income.



Because the Company may have been a PFIC for the period ended  December

31, 1999 and for its year ending  March 31,  1999,  and may have been a PFIC for

some of its fiscal years ending before that date,  each U.S.  shareholder of the

Company  should  consult a tax  advisor  with  respect to how the PFIC rules may

affect such  shareholder's  tax  situation.  In particular,  a U.S.  shareholder

should determine  whether such  shareholder  should elect to have the Company be

treated as a Qualified  Electing  Fund in the event the Company is a PFIC.  This







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might avoid  adverse U.S.  federal  income tax  consequences  that may otherwise

result from the Company should it be treated as a PFIC.



F.       DIVIDENDS AND PAYING AGENTS



This  section  is not  applicable  to the  Company as this is an Annual

Report.



G.       STATEMENT BY EXPERTS



This  section  is not  applicable  to the  Company as this is an Annual

Report.



H.       DOCUMENTS ON DISPLAY



The above  contracts  respecting  the Company may be  inspected  at the

registered  and  records  offices  for the  Company in the  Province  of British

Columbia,  located at Suite 620 - 650 West Georgia  Street,  Vancouver,  British

Columbia,  V6B 4N9 for a period of 30 days  following  the filing of this Annual

Report.



I.       SUBSIDIARY INFORMATION



N/A



ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



The  Company   currently   has  no  revenues.   All  of  the  Company's

expenditures  are  in  Canada,  and  accordingly  the  Canadian  dollar  is  the

functional currency.  The Company's financial instruments are comprised of trade

accounts receivables and payables which are subject to normal credit risks.



ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



A.       DEBT SECURITIES



This  section  is not  applicable  to the  Company as this is an Annual

Report.





B.       WARRANTS AND RIGHTS



This  section  is not  applicable  to the  Company as this is an Annual

Report.



C.       OTHER SECURITIES



This  section  is not  applicable  to the  Company as this is an Annual

Report.







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D.       AMERICAN DEPOSITARY SHARES



This  section  is not  applicable  to the  Company as this is an Annual

Report.



PART II



ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



Not applicable.



ITEM 14 - MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY  HOLDERS AND USE OF

PROCEEDS



This  Annual  Report does not relate to any  offering of the  Company's

securities. Therefore, this section is not applicable to the Company.



ITEM 15 - CONTROLS AND PROCEDURES



A.       EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



The  term  "disclosure   controls  and  procedures"  (defined  in  Rule

13a-15(c) and 15d-15(c)) refers to the controls and procedures of a company that

are designed to ensure that information required to be disclosed by a company in

the reports  that it files under the  Securities  and  Exchange Act of 1934 (the

"Exchange Act") is recorded, processed,  summarized and reported within required

time periods.  The Company's  President and Chief  Financial  Officer,  who also

serves as the principal  financial officer,  have evaluated the effectiveness of

the  Company's  disclosure  controls and  procedures as of a date within 90 days

of the end of the period covered by the report, and they  concluded  that, as of

such date, the Company's controls and procedures were effective.



B.       CHANGE IN INTERNAL CONTROLS



The Company maintains a system of internal accounting controls that are

designed to provide  reasonable  assurance that its books and records accurately

reflect its  transactions  and that  established  policies  and  procedures  are



followed.  There were no significant  changes to the Company's internal controls

or in other  factors  that  could  significantly  affect its  internal  controls

subsequent to such evaluation.

ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT



As of March 31, 2004, the Company had an audit  committee  comprised of

Donald Perks, Cindy Perks and Anna Marie Cain.



The audit committee  financial  expert serving on the committee at that

time was Cindy Perks.

ITEM 16B - CODE OF ETHICS







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Currently, the Company has not adopted a Code of Ethics that applies to

its  principal  executive  officer,   principal  financial  officer,   principal

accounting officer or controller, or persons performing similar functions as the

Company has been fairly  inactive  over the last  fiscal  year  searching  for a

suitable business to vend into the Company.  However, the Company does intend to

adopt a Code of Ethics that are reasonably  designed to deter  wrongdoing and to

promote:



(1) Honest and ethical  conduct,  including  the  ethical  handling of actual or

apparent conflicts of interest between personal and professional relationships;





(2) Full, fair, accurate,  timely, and understandable  disclosure in reports and

documents  that a  registrant  files  with,  or submits to, the SEC and in other

public communications made by the Company;



(3) Compliance with applicable governmental laws, rules and regulations;



(4) The prompt  internal  reporting of violations of the code to an  appropriate

person or persons identified in the code; and



(5) Accountability for adherence to the code.



ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES



A.       AUDIT FEES



During the fiscal  year ended  March 31,  2004,  the  Company  incurred

approximately  $58,000  in  fees to its  principal  independent  accountant  for

professional  services  rendered  in  connection  with  audit  of the  Company's

financial statements for the fiscal year ended March 31, 2003.



B.       AUDIT-RELATED FEES



During the fiscal year ended March 31, 2004,  the Company did not incur

any fees for assurance or related services rendered by its principal independent

accountant that are reasonably related to the performance of the audit or review

of the  Company's  financial  statements  that are not  reported  in the section

captioned "Audit Fees" hereinabove.



C.       TAX FEES



During the fiscal year ended March 31, 2004,  the Company did not incur

any fees for professional  services rendered by the principal accountant for tax

compliance, tax advice, and tax planning.



D.       ALL OTHER FEES







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During the fiscal year ended March 31, 2004,  the Company did not incur

any other fees for products or services  provided by the  principal  independent

accountant,  other than the services  reported in the sections  captioned "Audit

Fee", "Audit-Related Fees", or "Tax Fees" hereinabove.



ITEM 17 - FINANCIAL STATEMENTS



The audited financial  statements for the Company have been prepared in

accordance with accounting  principles  generally accepted in Canada.  There are

three differences between accounting  principles generally accepted in Canada as

opposed to those generally accepted in the United States that affect the Company

and these are: stock compensation on escrow shares, weighted average outstanding

shares for loss per share calculations,  and capitalization of resource property

costs.



With respect to escrow shares: in Canada, when escrow shares, which are

issued at nominal prices,  are released from escrow no  compensation  expense is

recorded whereas in the US, such release  triggers a compensation  which affects

the compensation expense and the share capital.



With respect to the weighted  average  outstanding  shares for loss per

share  calculations:  in Canada, the weighted average outstanding shares include

escrow  shares  issued but not  released,  whereas in the US, the escrow  shares

cannot enter into the calculation until released from escrow.



With  respect to resource  property  costs:  in Canada all  exploration

costs for properties to which a company retains title and continues  exploration

work, are  capitalized and put on the balance sheet whereas in the US such costs

are expensed  annually unless there is an engineering  report on hand which will

determine a net realizable value to justify the capitalization.



The audited financial statements for the Company for March 31, 2004 and

2003 are attached hereto and form a material part of this Annual Report.



ITEM 18 - FINANCIAL STATEMENTS



Not applicable.



ITEM 19 - EXHIBITS

(A)      FINANCIAL STATEMENTS



This Annual Report  contains the  following  financial  statements  and

information respecting the Company:



Auditors'  Report for the Company's  financial  statements  for the period ended

March 31, 2004;







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Consolidated  Statement of Operations and Deficit for the Company for the period

ended March 31, 2004;



Consolidated  Statement  of Cash Flow for the Company for the period ended March

31, 2004; and



Notes to Consolidated Financial Statements for the Company.



(B) EXHIBITS



(a)  Certification  of Disclosure in Secureview  Systems Inc.'s Annual Report by

Don Perks.



(b)  Certification  of Disclosure in Secureview  Systems Inc.'s Annual Report by

Anna Marie Cain.



(c) Certification of Don Perks pursuant to Section 906 of the Sarbanes-Oxley Act

of 2003.



(d)   Certification   of  Anna  Marie  Cain  pursuant  to  Section  906  of  the

Sarbanes-Oxley Act of 2003.





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