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.



                                       7
<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
<PAGE>

         The Company's business address and executive offices are located at 828
West 7th Ave.,  Vancouver,  British Columbia,  V5Z 1C1. The Company's  telephone
number is (604)  688-6933 and the  Company's fax number is (604)  688-6944.  The
Company'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 ofSeptember 1, 2004, the Company  utilizes about 1000 square feet of
office space at 828 West 7th Ave.,  Vancouver,  B.C. and pays rent of $2,500 per
month 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



                                       27
<PAGE>

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.



                                       28
<PAGE>

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
before the filing of this Annual  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



                                       29
<PAGE>

         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



                                       30
<PAGE>

         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;



                                       31
<PAGE>

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.


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

                             SECUREVIEW SYSTEMS INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004
                                       AND
                                 MARCH 31, 2003


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

                          INDEPENDENT AUDITOR'S REPORT

To the Shareholders of
Secureview Systems, Inc.


         We  have  audited  the  accompanying   consolidated  balance  sheet  of
Secureview  Systems,  Inc. as of March 31,  2004,  and the related  consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits. The financial  statements of Secureview Systems,
Inc. as of March 31, 2003 and 2002 were audited by other  auditors  whose report
dated August 14, 2003, on those statements  included an explanatory comment that
described the  substantial  doubt about the  Company's  ability to continue as a
going concern.

         We conducted our audit 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
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the financial position of Secureview Systems,
Inc. as of March 31, 2004,  and the results of its operations and its cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America..

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted



                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants


Salt Lake City, Utah
September 30, 2004


<PAGE>


                            SECUREVIEW SYSTEMS, INC.
                        Consolidated Financial Statements
                                 As of March 31,
                          (STATED IN CANADIAN DOLLARS)

                           Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                                           2004                  2003
                                                                                    -------------------   -------------------

          A S S E T S

CURRENT ASSETS
<S>                                                                                 <C>                   <C>
     Cash and cash equivalents                                                      $             2,580   $               312
     Accounts receivable                                                                          5,157                 1,687
                                                                                    -------------------   -------------------

            TOTAL CURRENT ASSETS                                                                  7,737                 1,999
                                                                                    -------------------   -------------------

PROPERTY AND EQUIPMENT, at cost, net of
     accumulated depreciation of $1,014 and 883                                                   1,623                 1,754
                                                                                    -------------------   -------------------

OTHER ASSETS
     Due from related parties (note 4)                                                          150,000                     -
     Goodwill (note 10)                                                                               1                     1
     Deferred costs (note3)                                                                           -                     1
                                                                                    -------------------   -------------------

                                                                                                150,001                     2
                                                                                    -------------------   -------------------

            TOTAL ASSETS                                                            $           159,361   $             3,755
                                                                                    ===================   ===================


       L I A B I L I T I E S

CURRENT LIABILITIES
     Accounts payable and accrued liabilities                                       $           293,986   $           136,352
     Loan payable (note 8)                                                                      125,000               125,000
     Due to related parties (note 4)                                                            243,714               176,193
                                                                                    -------------------   -------------------
                                                                                                662,700               437,545

       SHAREHOLDERS' DEFICIT
     Share capital                                                                            4,980,523             4,905,523
     Accumulated deficit                                                                     (5,483,862)           (5,339,313)
                                                                                    -------------------   -------------------
                                                                                               (503,339)             (433,790)
                                                                                    -------------------   -------------------

            TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                             $           159,361   $             3,755
                                                                                    ===================   ===================
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                        Consolidated Financial Statements
                                 As of March 31,
                          (STATED IN CANADIAN DOLLARS)

                Consolidated Statements of Operations and Deficit
<TABLE>
<CAPTION>

                                                            2004              2003              2002
                                                       --------------    --------------    --------------
Expenses
<S>                                                    <C>               <C>               <C>
     Accounting, legal and audit                       $      130,478    $       28,837    $       58,810
     Auto Expenses                                              2,833                 -                 -
     Amortization                                                 131               752             1,479
     Bank charges and interest                                  5,347            16,765            15,570
     Consulting fees                                           59,664            16,612            41,024
     Forgiveness of debt                                            -           (50,000)                -
     Interest and foreign exchange                                  -               (14)          (13,273)
     Investor relations                                         2,213             5,136             7,515
     Management fees                                           10,500            30,000            30,000
     Office and administration                                 11,569            32,225            35,611
     Rent                                                      35,283            22,500            21,000
     Travel and accomodation                                   25,816                 -                 -
     Trust and filing fees                                     10,714             7,304             9,092
     Write-down of goodwill                                         -                 -           201,695
     Write-off of interest and loan receivable (note 9)             -            12,446           182,375
     Write-off capital assets                                       -                 -             9,973
     Write-off deferred development costs (note 7)                  -                 -           355,507
                                                       --------------    --------------    --------------

Net loss from continuing operations                    $     (294,548)   $     (122,563)         (956,378)
Net loss from discontinued operations                         149,999                 -                 -
                                                       --------------    --------------    --------------

Net loss for the year                                  $     (144,549)   $     (122,563)   $     (956,378)
Deficit - beginning of year                                (5,339,313)       (5,216,750)       (4,260,372)
                                                       --------------    --------------    --------------
Deficit - end of year                                  $   (5,483,862)   $   (5,339,313)   $   (5,216,750)
                                                       ==============    ==============    ==============

Loss per share (note 6)                                $        (0.01)   $        (0.01)   $        (0.16)
                                                       ==============    ==============    ==============
Loss per share from continuing operations              $        (0.02)   $        (0.01)   $        (0.16)
                                                       ==============    ==============    ==============
Income per share from discontinued operations          $        (0.01)   $            -    $            -
                                                       ==============    ==============    ==============
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                        Consolidated Financial Statements
                                 As of March 31,
                          (STATED IN CANADIAN DOLLARS)

                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                      2004               2003              2002
                                                                 ---------------    --------------    ---------------
OPERATING ACTIVITIES
<S>                                                              <C>                <C>               <C>
     Net loss from continuing operations                         $      (144,549)   $     (122,563)   $      (956,378)
     Adjustments for items not involving cash:
        Forgiveness of debt                                                    -           (50,000)                 -
        Amortization                                                         131               752              1,479
        Write-off of interest and loan receivable                              -            12,446            182,375
        Write-off of deferred costs                                            -                              365,480
        Write-off of goodwill                                                  -                              201,695
        Shares issued for debt/interest                                        -            12,186                700
        Shares issued for company debt                                    75,000                 -                  -
                                                                 ---------------    --------------    ---------------
                                                                         (69,418)         (147,179)          (204,649)

Changes in non-cash working capital components from the previous
year and from current business combination:
        Accounts receivable                                               (3,470)            5,257            (12,335)
        Prepaid expenses                                                       -                 -              1,338
        Accounts payable and accrued liabilities                         157,635            40,966            328,591
        Due to/from related parties                                      (82,479)           82,069           (103,231)
        Net loans payable                                                      -                 -            (68,000)
                                                                 ---------------    --------------    ---------------
                                                                           2,268           (18,887)           (58,286)
                                                                 ---------------    --------------    ---------------
INVESTING ACTIVITIES
     Cash of Lute acquired at acquisition                                      -                 -                128
     loan advances, net of repayment                                           -                 -           (182,375)
                                                                 ---------------    --------------    ---------------
                                                                               -                 -           (182,247)
                                                                 ---------------    --------------    ---------------
FINANCING ACTIVITIES
     Advance of loan payable                                                   -                 -            140,300
     Common shares issued, net of issue costs                                  -                 -            109,902
                                                                 ---------------    --------------    ---------------
                                                                               -                 -            250,202
                                                                 ---------------    --------------    ---------------

Net cash (used) provided during the year                                   2,268           (18,887)             9,669
Cash - beginning of year                                                     312            19,199              9,530
                                                                 ---------------    --------------    ---------------
Cash - end of year                                               $         2,580    $          312    $        19,199
                                                                 ===============    ==============    ===============
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>


                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(1) NATURE OF OPERATIONS

         The company has an interest  in a software  development,  training  and
         consulting  company,  Lute  Linux.com  ("Lute"),   which  is  currently
         inactive.  In the prior year, the Company's  business was the operation
         of an internet sports contest website, Prosportspool.com,  and prior to
         that  the  Company's  business  focus  had  been  the  acquisition  and
         exploration of resource properties.

         The Company's  subsidiary,  Lute Linux.com ("Lute"),  which the Company
         acquired  on  October  24,  2001,  was  developing  the  "fedcam",   an
         inexpensive remote monitoring system that operates through the internet
         and a secure website.  The project is currently not being funded by the
         Company.

         These financial statements have been prepared assuming the Company will
         continue on a  going-concern  basis.  The Company has  incurred  losses
         since  inception  and  currently  has a working  capital  deficiency of
         $654,963 and $435,546 for 2004 and 2003, respectively.  The Company has
         a  capital  deficiency  of  $503,339  and  $433,490  for 2004 and 2003,
         respectively. The ability of the Company to continue as a going-concern
         depends upon its ability to develop profitable  operations and to raise
         adequate financing.

         There  can be no  assurance  that  the  Company  will be able to  raise
         capital  in  which  case  the   Company  may  be  unable  to  meet  its
         obligations.  Should the Company be unable to realize on its assets and
         discharge its  liabilities  in the normal  course of business,  the net
         realizable  value of its assets may be materially less than the amounts
         recorded on the balance sheets.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         These  financial  statements  are prepared in accordance  with Canadian
         generally accepted accounting principles (GAAP), which differ from U.S.
         GAAP as described in note 13.

         DEFERRED COSTS

         Exploration  costs are deferred  until the  properties are to be placed
         into  production,  sold or abandoned.  These  deferred  costs are to be
         amortized on the  unit-of-production  basis over the  estimated  useful
         life of the  properties  following  the  commencement  of production or
         written-off if the properties are sold, allowed to lapse, or abandoned.

         Cost includes any cash  consideration  and advance  royalties paid, and
         the fair market value of shares issued,  if any, for the acquisition of
         mineral  properties.   Properties  acquired  under  option  agreements,
         whereby  payments are made at the sole  discretion of the Company,  are
         recorded in the accounts when the payments are made.  The recorded cost
         of  mineral  claims  and  their  related  deferred   exploration  costs
         represent the costs incurred and are not intended to reflect present or
         future values.




<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         The Company reviews  capitalized  costs on its properties on a periodic
         basis and will  recognize  an  impairment  in value based upon  current
         exploration  or  production  results,  if any,  and  upon  management's
         assessment of the future  probability  of profitable  revenues from the
         property or from sale of the property.  Management's  assessment of the
         property's  estimated  current  fair market  value is also based upon a
         review of similar property  transactions that have occurred in the same
         geographic area as that of the property under review.

         IMPAIRMENT OF ASSETS

         The Company  evaluates the carrying costs of its  long-lived  assets at
         each reporting date for fair value based upon market  comparatives  and
         management's  best  estimate  of the  ability of the asset to  generate
         future  profits.   Any  impairment  will  result  in  the  asset  being
         written-down to management's determination of its net realizable value.

         MEASUREMENT UNCERTAINTY

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and the disclosure of any contingent assets and liabilities
         as of the date of the  financial  statements,  as well as the  reported
         amounts of revenues  earned and  expenses  incurred  during the period.
         Actual results could differ from those estimates.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amount of cash, accounts receivable,  accounts payable and
         accrued  liabilities  approximate their aggregate fair value due to the
         short term nature of virtually all of their component balances.

         SHARE CAPITAL AND DEFERRED SHARE ISSUE COSTS

         Common shares  issued for  non-monetary  consideration  are recorded at
         their fair market value based upon the trading  price of the  Company's
         shares on the TSX  venture  Exchange  on the date of the  agreement  to
         issue shares.

         Costs incurred to issue shares are deferred until the shares are issued
         at which time these costs are charged to share capital.

         STOCK-BASED COMPENSATION

         Effective April 1, 2002, the Company adopted the new  Recommendation of
         the  Canadian  Institute  of  Chartered  Accountants  relating  to  the
         accounting for stock-based compensation and other stock-based payments.
         Under the new standard, payments to non-employees and to employees that
         are direct awards of stock,  that call for  settlement in cash or other
         assets, or that are stock appreciation rights which call for settlement
         by the issuance of equity instruments, are accounted for using the fair
         value  method  and  are  included  in  operations,  with an  offset  to
         contributed surplus. No compensation

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         expense  is  recorded  for  all  other  non-cash  stock-based  employee
         compensation  awards;  however,  pro-forma disclosure of net income and
         earnings  per share,  had the Company  used the fair value  method,  is
         presented.

         Prior to  adoption of the new  standard,  no  compensation  expense was
         calculated,   recorded  or  otherwise   disclosed   for  the  Company's
         stock-based   incentive   plans  when   options   were   granted.   Any
         consideration paid by those exercising stock options was, and continues
         to be, credited to share capital upon receipt.

         The new recommendations are applied prospectively. The adoption of this
         new standard has resulted in no changes to amounts previously reported.
         As the Company has issued no stock options in the current  year,  there
         is also no impact on these financial statements.

         BASIS OF CONSOLIDATION

         These consolidated financial statements include accounts of the Company
         and it's wholly- owned subsidiary.

         GOODWILL

         Goodwill is recorded at cost, less any write-down for impairment.

         COMPARATIVE FIGURES

         Certain of the prior year's comparative  figures have been reclassified
         in conformity with the current year's presentation.

         INCOME TAXES

         The Company accounts for and measures future tax assets and liabilities
         in accordance  with the liability  method under which future tax assets
         and  liabilities  are  recognized  for their  future  tax  consequences
         attributable to differences  between the financial  statement  carrying
         amounts of existing  assets and  liabilities  and their  respective tax
         bases and are  measured  using  enacted tax rates  expected to apply to
         taxable income in the years in which those  temporary  differences  are
         expected  to be  settled.  When the  future  realization  of income tax
         assets does not meet the test of being more likely than not to occur, a
         valuation  allowance in the amount of the potential  future  benefit is
         taken and no net asset is recognized. The Company has taken a valuation
         allowance for the full amount of all potential tax assets.

         The Company's  accounting  policy for future income taxes has no effect
         on the financial statements of any of the fiscal years presented.



<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(3) DEFERRED COSTS

         During  the year  ended  March  31,  2004,  the  Company  sold its 100%
         interest in 112 mineral  claims.  The Claim group was subject to a 2.5%
         Net Smelter royalty.  The Company  wrote-down the property to a nominal
         amount  during  2001.  The sale of the  property  is secured by a stock
         subscription  receivable  agreement  from a company  related  by common
         directors.

(4) RELATED PARTY TRANSACTION

         The amounts due to or from related parties are unsecured,  non-interest
         bearing and have no fixed terms for repayment.

         During the current  fiscal year,  directors and  companies  with common
         directors received $116,280 and $82,181 for consulting, administrative,
         rent, office, shareholder relations and management services as of March
         31, 2004 and 2003, respectively.

         During  the  year  ended  March  31,  2004 a  director  of the  Company
         purchased the Company's  sole mineral  resource  property for $150,000.
         The receivable is secured by a stock subscription  receivable agreement
         from a company related by common directors.

(5) SHARE CAPITAL

a) Authorized  share capital  consists of 100,000,000  common shares without par
value.

<TABLE>
<CAPTION>

                                                       Price per             Number of
                                                         share                 shares                 Total

<S>                                                    <C>              <C>                     <C>
Issued at March 31, 2002                                                        13,658,642              4,892,377
                                                                        -------------------    -------------------

Shares for debt                                                0.096               137,000                 13,146
                                                                        -------------------    -------------------

Issued at March 31, 2003                                                        13,795,642              4,905,523
Shares for services                                             0.03             2,400,000                 75,000
                                                                        -------------------    -------------------
Issued at March 31, 2004                                                        16,195,642              4,980,523
                                                                        ===================    ===================
</TABLE>






         At March 31,  2004,  the Company had  outstanding  warrants to purchase
         2,500,000  shares of the Company's common shares at a price of $.03 per
         share.  The warrants  became  exercisable in 2004 and expire at various
         dates through 2007. At March 31, 2004, 2,500,000 shares of common stock
         were reserved for that purpose.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(5) SHARE CAPITAL (CONTINUED)

b) Summary of stock options outstanding at March 31, 2004
<TABLE>
<CAPTION>

                                              Type of             Number             Exercise          Expiration
                                               Issue           Outstanding            Price               Date
<S>                                           <C>                <C>                <C>             <C> <C>
                                              Options                  427,729            $ 0.095    Jan. 21, 2007
                                                               ===============
</TABLE>

The  following  is a summar of the changes in the  Company's  stock  options for
2004, 2003, and 2002 fiscal years:
<TABLE>
<CAPTION>
                                       2004                                   2003                              2002
                                ------------------------------   ------------------------------  ----------------------------------
                                                    Weighted                         Weighted                         Weighted
                                                    Average                          Average                          Average
                                Number of           Exercise     Number of           Exercise     Number of           Exercise
                                 Shares             Price         Shares             Price         Shares             Price

Balance at beginning
<S>                              <C>                   <C>      <C>                   <C>         <C>                   <C>
     of year                             427,729        0.10       427,729               0.10          988,000               0.16
Granted                                        -           -             -                  -          427,729               0.10
Exercised                                      -           -             -                  -         (398,000)              0.10
Cancelled                                      -           -             -                  -         (590,000)              0.20
Outstanding and exercisable at
end of year                              427,729        0.10       427,729               0.10          427,729               0.10
                                ================               ===========                      ==============
</TABLE>

 (6) LOSS PER SHARE

         As required under Canadian  GAAP,  loss per share was calculated  using
         the weighted  average  number of common shares  outstanding  during the
         year and does not include allotted shares or common stock  equivalents.
         Loss per share under U.S. GAAP, which would include allotted shares and
         common stock equivalents, has not been presented since the inclusion of
         these items would be anti-dilutive to the loss per share calculation.

(7) DEFERRED DEVELOPMENT COSTS

         The Company had deferred  development  costs of $355,507 prior to March
         31,  2002,  which were costs that had been  incurred by Lute before its
         acquisition  by the  Company.  Those  costs were  incurred to develop a
         version of the Linux operating system, training manuals and courses and
         a certificate program.  Management of the Company had believed that the
         project and its market was clearly defined,  technically feasible,  and
         that the Company would be able to obtain adequate resources to complete
         the project.  At March 31, 2002 the Company wrote-off these costs as it
         was unable to continue to fund the business.

(8) LOAN PAYABLE

         During the year ended March 31,  2002,  the Company  borrowed  $140,300
         under  promissory  notes bearing interest at effective rates of 12% and
         12.68% per annum,  of which  $15,300 was repaid prior to March 31, 2002
         by the Company issuing 400,000 common shares.  $125,000  remains unpaid
         at the year ended March 31, 2004.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

 (9) LOAN/NOTE RECEIVABLE

         The  Company  had  advanced to  On-Track  Computer,  Ltd.  ("On-Track")
         $207,416,  which was  originally  for the  purchase  of up to 5% of the
         outstanding shares of On-Track. The Company subsequently decided not to
         acquire On-Track. On March 14, 2002, the Company and On-Track agreed to
         apply  $150,000  of  this  amount  in  exchange  for all of the web cam
         development  costs  incurred  by  On-Track  to May 31,  2001,  with the
         balance  repayable  as a loan at $2,500 per month  until May 31,  2003.
         On-Track  also would have  received  75% of the  royalties  paid on any
         profits derived from the Web Cam to May 31, 2003.

         The Company  wrote-off the loan receivable and accrued interest when it
         ceased funding the Lute and the Web Cam business.

         As  previously  described,  the Company sold its sole mineral  resource
         property to a related  party during the year ended March 31, 2004.  The
         related  party  note  receivable  is  secured  by a stock  subscription
         receivable  agreement  for a company  owned by the related  party.  The
         balance  of the  note  receivable  at the end of  fiscal  year  2004 is
         $150,000.

(10) BUSINESS COMBINATION

         The Company issued 2,000,000 common shares to Argent Resources Ltd. For
         the  assignment  of an  agreement  to  acquire  Lute,  and also  issued
         2,675,000  common  shares to acquire all of the issued  share  purchase
         warrants and outstanding common shares of Lute.

         The  earnings  of  Lute  after  October  24,  2001,  the  date  of  its
         acquisition  by the  Company,  have  been  included  in  the  Company's
         operations.  The  combination was recorded as a purchase of Lute by the
         Company for aggregate consideration of $273,001.

         In 2003, the Company began leasing its  proprietary  floral  imprinting
         equipment to floral  shops and  distributors  under two year  licensing
         agreements. The future minimum lease payments to be received from these
         non-cancelable  licensing  agreements as of March 31, 2004 were $67,927
         in 2004 and  $80,243  in 2005.  Rental  property  under  licensing  and
         equipment lease agreements consists of the following:

(11) INCOME TAXES

         At March 31, 2004, the Company has non-capital  losses of approximately
         $2.0  million  expiring  prior  to  2009,  and  other  tax  loss  pools
         aggregating $1.8 million that are available to reduce taxable income in
         future  years.  The  potential   benefit   resulting  from  the  future
         application  of these amounts have not been  reflected in the financial
         statements  as it  cannot  be  considered  likely  that  they  will  be
         utilized.

(12) CASH FLOW DISCLOSURES

         Cash  consists  of cash on hand  and  demand  deposits  with  financial
         institutions.  During the year ended March 31, 2004, the Company issued
         2,500,000  common  shares  at a value  of $.03 per  share to a  company
         related by a common director in exchange for the repayment of a portion
         of the Company's trade accounts payable.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(12) CASH FLOW DISCLOSURES (CONTINUED)

         During the period  ended March 31,  2003,  the Company  issued  137,000
         common  shares at a value of US$0.06  per share in the total  amount of
         $13,146 for debt.

         During the year ended  March 31,  2002.  2,675,000  common  shares were
         issued to acquire the net assets of Lute  Linux.com,  2,000,000  shares
         were issued to a company  related by a common director for the assigned
         right to acquire Lute Linux.com,  and an aggregate of 6,850,000  shares
         were issued at $0.04 per share to settle  $274,000 in debts,  comprised
         of $53,000 in related party debt, a $16,000 loan repayment and $205,000
         in convertible debt.

(13)     DIFFERENCES  BETWEEN CANADIAN AND THE UNITED STATES GENERALLY  ACCEPTED
         ACCOUNTING PRINCIPLES (GAAP)

         Under Canadian GAAP applicable to junior mining exploration  companies,
         mineral exploration expenditures are deferred on prospective properties
         until such time as it is  determined  that further  exploration  is not
         warranted, at which time the property costs are written-off. Under U.S.
         GAAP, all  exploration  expenditures  are expensed until an independent
         feasibility  study has  determined  that the  property  is  capable  of
         economic  commercial  production.  The  following (a) to (d) provides a
         summary of the impact on these  financial  statements that would result
         from the application of U.S. accounting principles to deferred property
         costs.

         STOCKHOLDERS' EQUITY

         Under U.S. GAAP,  compensation expense must be considered for all stock
         options  granted,  requiring  the Company to utilize both the intrinsic
         value-based   or  the  fair  value  based  methods  of  accounting  for
         stock-based compensation.

         The  Company,  if required to report  under U.S.  GAAP,  would elect to
         apply Accounting  Principles Board No. 25:  Accounting for Stock Issued
         to  Employees  ("APB  25) to  account  for all stock  options  granted.
         However,   Statement  of  Financial   Accounting   Standards  No.  123:
         Accounting for Stock-Based Compensation (SFAS 123") requires additional
         disclosure  to reflect  the  results of the  Company  had it elected to
         follow  SFAS  123.  Under  APB  25,  compensation  cost  must  only  be
         recognized  for all  compensatory  stock options  granted  whenever the
         market price of the  Company's  shares on the date of grant exceeds the
         exercise price.

         In accordance  with the mandatory  SFAS 123  disclosure  standard,  the
         following  table  discloses  the  pro-forma  effect of  accounting  for
         stock-based  compensation  under  SFAS 123 on net loss and net loss per
         share under U.S. GAAP.

<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(13)     DIFFERENCES  BETWEEN CANADIAN AND THE UNITED STATES GENERALLY  ACCEPTED
         ACCOUNTING PRINCIPLES (GAAP) (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                             March 31,
                                                                     ---------------------------------------------------------
                                                                           2004                2003               2002

<S>                                                                             <C>                 <C>                 <C>
Net loss under U.S. GAAP as otherwise determined - per note 13(b)            (144,549)           (122,563)           (956,378)
Pro-forma effect of following SFAS 123                                              -                                 (18,392)
                                                                     ----------------      --------------      --------------
Pro-forma net loss following SFAS 123                                        (144,549)           (122,563)           (974,770)
                                                                     ================      ==============      ==============

Weighted-average number of shares under U.S. GAAP - per note 13(f)         14,766,134          13,758,108           5,796,175
                                                                     ----------------      --------------      --------------
Pro-forma loss per share following SFAS 123                                     (0.01)              (0.01)              (0.17)
                                                                     ================      ==============      ==============
</TABLE>

         LOSS PER SHARE

         Under  Canadian  GAAP,  shares  held  in  escrow  are  included  in the
         calculation of loss per share.  Under U.S. GAAP,  shares held in escrow
         are excluded  from the  weighted-average  number of shares  outstanding
         until such shares are released for trading.

         Additionally,  Statement of  Financial  Accounting  Standards  No. 128:
         Earnings per Share ("SFAS 128")  replaces the  presentation  of primary
         earnings  per  share  ("EPS")  with a  presentation  of both  basic and
         diluted EPS for all entities with complex capital structures  including
         a reconciliation of each numerator and denominator.  Basic EPS excludes
         dilutive  securities  and is compared by dividing  income  available to
         common  stockholders  by the  weighted-average  number of common shares
         outstanding  in the year.  Diluted EPS reflects the potential  dilution
         that could  occur if dilutive  securities  were  converted  into common
         stock and is  computed  similarly  to  fully-diluted  EPS  pursuant  to
         previous  accounting  pronouncements.  SFAS 128 applies equally to loss
         per share presentations.
<TABLE>
<CAPTION>

                                                                                  March 31,
                                                           --------------------------------------------------------
<S>                                                           <C>                 <C>                 <C>
Numerator: Net loss for the year under U.S. GAAP              (144,549)           (122,563)           (956,378)
                                                           ----------------      --------------      --------------
Denominator: Weighted-average number of shares under
Canadian GAAP                                               14,766,134          13,758,108           5,796,175
Adjustment required under U.S. GAAP (escrow shares)            (12,335)            (12,335)            (12,335)
                                                           ----------------      --------------      --------------
Weighted-average number of shares under U.S. GAAP           14,753,799          13,745,773           5,783,840
                                                           ----------------      --------------      --------------
Basic and diluted loss per share under U.S. GAAP                 (0.01)              (0.01)              (0.17)
                                                           ================     ==============       ===============
</TABLE>


<PAGE>

                            SECUREVIEW SYSTEMS, INC.
                 Notes to the Consolidated Financial Statements
                         March 31, 2004, 2003, and 2002
                          (STATED IN CANADIAN DOLLARS)

(13)     DIFFERENCES  BETWEEN CANADIAN AND THE UNITED STATES GENERALLY  ACCEPTED
         ACCOUNTING PRINCIPLES (GAAP) (CONTINUED)

<TABLE>
<CAPTION>

                                                                                                            March 31,
                                                                          --------------------------------------------------------
                                                                                2004                2003               2002
a) Assets
<S>                                                                       <C>                   <C>                 <C>
           Deferred property costs following Canadian GAAP                               -                   1                   1
           Less: Deferred property costs                                                 -                  (1)                 (1)
                                                                          ----------------      --------------      --------------
           Deferred property costs following U.S. GAAP                                   -                   -                   -
b)    Operations
           Net loss following Canadian GAAP                                       (144,549)           (122,563)           (956,378)
                                                                          ----------------      --------------      --------------
           Net loss under U.S. GAAP                                               (144,549)           (122,563)           (956,378)
                                                                          ================     ==============       ===============
c) Deficit
           Closing deficit under Canadian GAAP                                  (5,483,862)         (5,339,313)         (5,216,750)
           Adjustment to deficit for deferred property costs written-
           off under U.S. GAAP                                                           -                  (1)                 (1)
                                                                          ----------------      --------------      --------------
           Closing Deficit under U.S. GAAP                                      (5,483,862)         (5,339,314)         (5,216,751)
                                                                          ================     ==============       ===============
d)    Cash Flows - Operating Activities
           Cash from (applied to) operations under Canadian GAAP                     2,268             (18,887)            (58,286)
           Add net loss following Canadian GAAP                                    144,549             122,563             956,378
           Less net loss following U.S> GAAP                                      (144,549)           (122,563)           (956,378)
                                                                          ----------------      --------------      --------------
           Cash applied to operations under U.S. GAAP                                2,268             (18,887)            (58,286)
                                                                          ================     ==============       ===============
</TABLE>














<PAGE>

                                   SIGNATURES


         The registrant  hereby  certifies that it meets all of the requirements
for  filing  on Form  20-F  and  that it has  duly  caused  and  authorized  the
undersigned to sign this Annual Report on its behalf.

                ON BEHALF OF THE COMPANY, SECUREVIEW SYSTEMS INC.



                                       32
<PAGE>

                                      Per:

                                  /s/ Don Perks

                                    DON PERKS
                          President, CEO and a Director
                              Authorized Signatory*


                            Date: September 30, 2004


* Print the name and title of the signing officer under the signature.