<PAGE>

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

                                   FORM 10-KSB

  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934

                        Commission file number: 000-50601

                            EZCOMM ENTERPRISES, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)

          Delaware                                         33-0827004
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

                      11789, 79A Avenue, Delta, BC, V4C 1V7
                    (Address of principal executive offices)

                                 (604) 599-8186
                           (Issuer's telephone number)

Securities Registered pursuant to section 12(g) of the Act:   None

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 and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

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

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

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of August 19, 2004. $6,167,172

Number of outstanding shares of the registrant's par value $0.001 common stock,
as of August 19, 2004. 35,368,800



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                            EZCOMM ENTERPRISES, INC.
                                   FORM 10-KSB
                                      INDEX
                                                                            Page
                                                                            ----
                                     Part I

Item 1.   Business............................................................3

Item 2.   Properties..........................................................7

Item 3.   Legal Proceedings...................................................7

Item 4.   Submission of Matters of a Vote of Security Holders.................7

                                 Part II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters.................................................8

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operation..................................9

Item 7.   Financial Statements and Supplementary Data.........................9

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................10

Item 8A.  Controls and Procedures.............................................10

                                    Part III

Item 9.   Directors and Executive Officers of the Registrant,
          Compliance with Section 16(a) of the Act............................10

Item 10.  Executive Compensation..............................................11

Item 11.  Security Ownership of Certain Beneficial Owners and Management......11

Item 12.  Certain Relationships and Related Transactions......................12

                                 Part IV

Item 13.  Exhibits, Financial Statement Schedule and Reports on Form 8-K......12

Item 14.  Principal Accountant Fees and Services..............................13

Signatures....................................................................13

                                       2



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                                     Part I

ITEM 1. BUSINESS

Ezcomm Enterprises, Inc. (hereinafter "The Company"), a development stage
company, was incorporated on August 26, 1998 under the name Orcas Ltd., under
the laws of the State of Delaware. As Orcas Ltd., the Company was in the
business of building and promoting arcade video games and vending machines. The
Company underwent a reverse merger and abandoned this enterprise to develop a
loyalty reward program based in Taipei, Taiwan. On January 18, 2000, the Company
changed its name to Ezcomm Inc. to reflect this change in business. On July 19,
2004, Ezcomm Inc. changed its name to Ezcomm Enterprises, Inc.

The Company began developing hardware and software that allows retailers to
establish and administer customer incentive and loyalty programs. The Company's
products were to target to a broad range of sellers of goods and services,
including retailers with store locations and retailers who sell their products
over the Internet. The Company believed its software would be especially useful
for retailers who sell both through store locations and over the Internet.

The Company was unable to raise enough capital to finance its research and
development of its proposed consumer incentive and loyalty program in Asia while
other larger companies began addressing privacy issues, making the Company's
proposed software obsolete. After efforts to develop the business failed, all
efforts were abandoned in January 2001.

The Company then began to consider and investigate potential business
opportunities. The Company is considered a development stage company and its
principal business purpose now is to locate and consummate a merger or
acquisition with a private entity. Because of the Company's current status
having limited assets and no recent operating history, in the event the Company
does successfully acquire or merge with an operating business opportunity, it is
likely that the Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the Company

The Company has never engaged in an active trade or business and has never been
able to move beyond the development stage since inception.

The Company is voluntarily filing its registration statement on Form 10-SB in
order to make information concerning itself more readily available to the
public. Management believes that being a reporting company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), could provide a
prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business opportunity as a potential
business combination candidate. When the registration statement becomes
effective, the Company will be obligated to file with the Commission certain
interim and periodic reports including an annual report containing audited
financial statements. The Company intends to continue to voluntarily file these
periodic reports under the Exchange Act even if its obligation to file such
reports is suspended under applicable provisions of the Exchange Act.

                                       3



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Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting new
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.

The Company's principal executive offices are located at: 11789, 79A Avenue,
Delta, BC, V4C 1V7.

Business of Issuer
------------------

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.

Sources of Business Opportunities
---------------------------------

The Company intends to use various sources in its search for potential business
opportunities including its officers and directors, consultants, special
advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's lack of capital, it may not be able to
retain a fee based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger.

Other than the Company's officers and directors and legal counsel, the Company
has not yet engaged any outside consultants for the purpose of searching for
potential business opportunities. The Company has also engaged support staff to
assist in the filing of this Form 10-KSB and will continue to engage
administrative and other staff on an as-needed basis. The Company does not
intend to restrict its search to any specific kind of industry or business. The
Company may investigate and ultimately acquire a venture that is in its
preliminary or development stage, is already in operation, or in various stages
of its corporate existence and development.

Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.

                                       4



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Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.

Evaluation
----------

Once the Company has identified a particular entity as a potential acquisition
or merger candidate, management will seek to determine whether acquisition or
merger is warranted or whether further investigation is necessary. Such
determination will generally be based on management's knowledge and experience,
or with the assistance of outside advisors and consultants evaluating the
preliminary information available to them. Management may elect to engage
outside independent consultants to perform preliminary analysis of potential
business opportunities. However, because of the Company's lack of capital it may
not have the necessary funds for a complete and exhaustive investigation of any
particular opportunity. Management will not devote full time to finding a merger
candidate, and will continue to engage in outside unrelated activities, and
anticipates devoting no more than an average of five (5) hours weekly to such
undertaking. In evaluating such potential business opportunities, the Company
will consider, to the extent relevant to the specific opportunity, several
factors including potential benefits to the Company and its shareholders;
working capital, financial requirements and availability of additional
financing; history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further research,
development or exploration; potential for growth and expansion; potential for
profits; and other factors deemed relevant to the specific opportunity.

Because the Company has not located or identified any specific business
opportunity as of the date hereof, there are certain unidentified risks that
cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies, which may not ultimately prove successful.

Form of Potential Acquisition or Merger
---------------------------------------

Presently, the Company cannot predict the manner in which it might participate
in a prospective business opportunity. Each separate potential opportunity will
be reviewed and, upon the basis of that review, a suitable legal structure or
method of participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend upon the
nature of that opportunity, the respective needs and desires of the Company and
management of the opportunity, and the relative negotiating strength of the
parties involved. Actual participation in a business venture may take the form
of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.

                                       5



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Because of the Company's current status and its concomitant lack of significant
assets or relevant operating history, it is likely that any potential merger or
acquisition with another operating business will require substantial dilution of
the Company's existing shareholders. There will probably be a change in control
of the Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and correspondent ending
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises.

Management does not have any plans to borrow funds to compensate any persons,
consultants, promoters, or affiliates in conjunction with its efforts to find
and acquire or merge with another business opportunity. Management does not have
any plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be subject to available exemptions, if
any applies. However, no private sales are contemplated by the Company's
management at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a possibility that
the Company might sell its securities to its management or affiliates.

In the event of a successful acquisition or merger, a finder's fee, in the form
of cash or securities of the Company, may be paid to persons instrumental in
facilitating the transaction. The Company has not established any criteria or
limits for the determination of a finder's fee, although most likely an
appropriate finder's fee will be negotiated between the parties, including the
potential business opportunity candidate, based upon economic considerations and
reasonable value as estimated and mutually agreed at that time. A finder's fee
would only be payable upon completion of the proposed acquisition or merger in
the normal case, and management does not contemplate any other arrangement at
this time. Management has not actively undertaken a search for, nor retention
of, any finder's fee arrangement with any person. It is possible that a
potential merger or acquisition candidate would have its own finder's fee
arrangement, or other similar business brokerage or investment banking
arrangement, whereupon the terms may be governed by a pre-existing contract; in
such case, the Company may be limited in its ability to affect the terms of
compensation, but most likely the terms would be disclosed and subject to
approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the affiliate in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.

Management does not contemplate that the Company would acquire or merge with a
business entity in which any affiliates of the Company have an interest. Any
such related party transaction, however remote, would be submitted for approval
by an independent quorum of the Board of Directors and the proposed transaction
would be submitted to the shareholders for prior ratification in an appropriate
manner. None of the Company's managers, directors, or other affiliated parties
have had any contact, discussions, or other understandings regarding any
particular business opportunity at this time, regardless of any potential
conflict of interest issues. Accordingly, the potential conflict of interest is
merely a remote theoretical possibility at this time.

                                       6



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Rights of Shareholders
----------------------

It is presently anticipated by management that prior to consummating a possible
acquisition or merger, the Company will seek to have the transaction ratified by
shareholders in the appropriate manner. Most likely, this would require a
general or special shareholder's meeting called for such purpose, wherein all
shareholders would be entitled to vote in person or by proxy. In the notice of
such a shareholder's meeting and proxy statement, the Company will provide
shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.

Competition
-----------

Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.

As of the date hereof, the Company does not have any employees and has no plans
for retaining employees until such time as the Company's business warrants the
expense, or until the Company successfully acquires or merges with an operating
business. The Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Facilities
----------

The Company's principal place of business is 11789, 79A Avenue, Delta, BC, V4C
1V7. The President of the Company provides office space in a residential
property owned by him free of charge. It is contemplated that at such future
time as an acquisition or merger transaction may be completed, the Company will
secure commercial office space from which it will conduct its business. Until
such an acquisition or merger, the Company lacks any basis for determining the
kinds of office space or other facilities necessary for its future business. The
Company has no current plans to secure such commercial office space. It is also
possible that a merger or acquisition candidate would have adequate existing
facilities upon completion of such a transaction, and the Company's principal
offices may be transferred to such existing facilities.

Industry Segments
-----------------

No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part F/S of this Form
10-KSB, for a report of the Company's operating history for the past two fiscal
years.

ITEM 2. PROPERTIES

The information required by this Item 2 is not applicable to this Form 10-KSB
due to the fact that the Company does not own or control any material property.

ITEM 3. LEGAL PROCEEDINGS

The Company is not, and does not anticipate being a party to any legal
proceedings in the foreseeable future.

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

No matters were submitted during the fiscal year covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.

                                       7



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                                     Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No shares of the Company's Common Stock have previously been registered with the
Securities and Exchange Commission (the "Commission") or any state securities
agency or authority. The Company's common shares are currently quoted on the
NASD OTC Bulletin Board - under the stock symbol EZMM.

The Company's Common Stock is traded on the OTC Bulletin Board, and is subject
to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny
stock" rule. Section 15(g) sets forth certain requirements for transactions in
penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as
that used in Rule 3a5l-l of the Exchange Act. The Commission generally defines
penny stock to be any equity security that has a market price less than $5.00
per share, subject to certain exceptions. Rule 3a5l-l provides that any equity
security is considered to be a penny stock unless that security is: registered
and traded on a national securities exchange meeting specified criteria set by
the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a
registered investment company; excluded from the definition on the basis of
price (at least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's shares are
deemed to be a penny stock, trading in the shares will be subject to additional
sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors, generally persons
with assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell their shares.

At May 31, 2004 there were 58 holders of record of the Company's Common Stock
and the Company has issued and outstanding 35,368,800 shares of Common Stock. Of
these shares 12,041,000 are free trading and 23,327,800 are restricted. The
restricted shares were issued subject to Rule 144 and may not be sold and/or
transferred without further registration under the Act or pursuant to an
applicable exemption. In general, under Rule 144 as currently in effect, a
person (or persons whose shares are aggregated) who has beneficially owned
restricted shares of the Company for at least one year, including any person who
may be deemed to be an "affiliate" of the Company (as the term "affiliate" is
defined under the Act), is entitled to sell, within any three-month period, an
amount of shares that does not exceed the greater of (i) the average weekly
trading volume in the Company's common stock during the four calendar weeks
preceding such sale, or (ii) 1 % of the shares then outstanding. A person who is
not deemed to be an "affiliate" of the Company and who has held restricted
shares for at least three years would be entitled to sell such shares without
regard to the resale limitations of Rule 144.

On January 21, 2000, in response to a request from the NASD Regulation staff,
the Division of Corporation Finance of the SEC issued a staff interpretation on
the free trading status of securities initially issued by blank check companies
in a number of factual scenarios. Richard Wulff, Chief of the Office of Small
Business, opined that in the several scenarios put forward by the NASD, the
blank check Issuer would not be able to rely upon the availability of Rule 144
or Section 4(1) of the Securities Act, and the shares issued by the blank check
company would not be freely tradable without registration under the Securities
Act. Further information may be found in the NASD Notice to Members 00-49.

Dividend Policy
---------------

The Company has not declared or paid cash dividends in the past, and the Company
does not anticipate that it will pay cash dividends in the foreseeable future.
The Company currently intends to retain and reinvest future earnings, if any, to
finance its operations.

                                       8



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

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock.

Overview
--------

The Company is considered a development stage company with limited assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by loans from the President
of the Company (see Item 4, Security Ownership of Certain Beneficial Owners and
Management). It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company and the necessary
funds will most likely be provided by the Company's existing shareholders or its
officers and directors in the immediate future. However, unless the Company is
able to facilitate an acquisition of or merger with an operating business or is
able to obtain significant outside financing, there is substantial doubt about
its ability to continue as a viable corporation.

In the opinion of management, inflation has not and will not have a material
effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.

Plan of Operation
-----------------

During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to incur expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's President and sole Director will defer payment
of all accrued compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide his
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds.

As of the date hereof, the Company has engaged its officers and directors and
legal counsel to assist in the search for business opportunities. The Company
has not made any arrangements or definitive agreements to use outside advisors
or consultants or to raise any capital. In the event the Company does need to
raise capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum, from either a commercial or
private lender. There can be no assurance that the Company will be able to
obtain additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis. Outside advisors or
consultants will be used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will be able to operate
in this manner and to continue its search for business opportunities during the
next twelve months.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages F-1 through F-12.

                                       9



<PAGE>

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

In connection with the audits of the most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with their report to the subject matter of the
disagreement(s).

The principal accountant's report on the financial statements for any of the
past two years contained no adverse opinion or a disclaimer of opinion nor was
qualified as to uncertainty, audit scope or accounting principles.

ITEM 8A. CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 ( c ) of the Securities Exchange Act of 1934) as of
May 31, 2004 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC's rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to May 31, 2004, the date of their most recent evaluation of
such controls, and that there was no significant deficiencies or material
weaknesses in the registrant's internal controls.

                                    Part III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company and their respective ages
are as follows:

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

Dr. Peter Braun            68          President, Secretary, Treasurer, Director

All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.

No director, Officer, affiliate or promoter of the Company has, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person the subject or any
order, judgment or decree involving the violation of any state or federal
securities laws.

(b) Identification of Certain Significant Employees.

Strategic matters and critical decisions are handled by the directors and
executive officers of the Company.

(c) Family Relationships. None

(d) Business Experience.

                                       10



<PAGE>

The business experience of the person listed above during the past five years is
as follows:

Peter Braun, Ph.D.
President, Treasurer, Secretary and Sole Director
-------------------------------------------------

Dr. Braun began his professional career in 1958, with International Business
Machines (IBM), as a Customer Engineer. At the age of 30 he decided to study
vocational education, and to complete his doctorate in Educational Psychology at
the University of Alberta. He then returned to IBM and served as an Educational
Consultant in various worldwide locations, including Belgium, Germany, and
Italy.

In 1977, he moved to Canada, changing careers to become a teacher-trainer at the
University of British Columbia. He has also taught teacher-preparation courses
at California State Polytechnic University. He is internationally well-known for
his many teacher training workshops and seminars at Colleges and Universities in
Canada and the United States.

Since 1997 to present Dr. Braun has been self-employed in the real estate
development market and since November 2002 he has been President of Ezcomm
Enterprises, Inc.

(e) Directors Compensation

Directors who are also officers of the Registrant receive no cash compensation
for services as a director.

ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (The "Exchange
Act"), requires the Registrant's officers and directors, and persons who own
more than 10% of a registered class of the Registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Registrant with copies of all
Section 16(a) that they file.

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflict may require
that the company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

EXECUTIVE COMPENSATION

The Company has not had a bonus, profit sharing, or deferred compensation plan
for the benefit of its employees, officers or directors. The Company has not
paid any other salaries or other compensation above $100,000 to its officers,
directors or employees since inception. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any other
persons and no such agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any further compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. The Company has not
accrued any officer compensation.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, to the best knowledge of the Company
as of May 31, 2004, with respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, each
director of the Company and all directors and officers of the Company as a
group.

                                       11



<PAGE>
Name and Address           Amount and Nature of               Percent
Beneficial Owner           Beneficial Ownership               of Class

Peter Braun                         2,910,000                 8.2%
11789, 79A Avenue
Delta, BC V4C 1V7

Beneficial Ownership of all directors and officers as a group:

Peter Braun                         2,910,000                 8.2%
President, Secretary,
Treasurer, Director
11789, 79A Avenue
Delta, BC V4C 1V7

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This item is not applicable to this Form 10-KSB.

                                     Part IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a)       Financial Statements and Schedules. The following financial statements
         and schedules for the Company as of May 31, 2004 are filed as part of
         this report.

         (1) Financial statements of Ezcomm Enterprises, Inc.
                                                                            Page
                                                                            ----

Independent Auditor's Report for year ended May 31, 2004.....................F-3

Balance Sheet at end of May 31, 2004.........................................F-4

Statement of Losses for the years ended of May 31, 2004 and 2003.............F-5

Statement of Deficiency in Stockholders' Equity for the years ended
  May 31, 2004 and 2003......................................................F-6

Statement of Cash Flows for the years ended May 31, 2004 and 2003............F-7

Notes to Financial Statements................................................F-8

         (2)      Financial Statement Schedules

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         (3)      Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit
Number       Description of Document
------       -----------------------

3.1.1 (a)    Certificate of Incorporation dated August 26, 1998
3.1.2 (a)    Amendment of Certificate of Incorporation dated January 1, 2000
3.2 (a)      Bylaws
31.1         Section 302 Certification of CEO and CFO
32.1         Section 906 Certification of CEO and CFO

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

(a) Included as an Exhibit the Company's registration statement on Form 10-SB
filed February 20, 2004. (b) Included as an Exhibit to the Company's current
report on Form 8-K filed August 3, 2004

b) Reports on Form 8-K

No current reports on Form 8-K were filed during the year ended May 31, 2004.

Subsequent to the year end, on August 3, 2004, the Company filed a current
report on Form 8-K reporting on items 5 and 7 and disclosing a change in the
Company's name and authorized capital.

                                       12



<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

            The following table sets forth fees billed to us by our auditors
during the fiscal years ended May 31, 2004 and 2003 for: (i) services rendered
for the audit of our annual financial statements and the review of our quarterly
financial statements, (ii) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.

                              May 31, 2004           May 31, 2003
                              ------------           ------------
(i)    Audit Fees              $   20,000             $       --
(ii)   Audit Related Fees              --                     --
(iii)  Tax Fees                        --                     --
(iv)   All Other Fees                  --                     --
                               ----------             ----------
    Total fees                 $   20,000             $       --
                               ==========             ==========

         AUDIT FEES. Consists of fees billed for professional services rendered
for the audit of Ezcomm Enterprises, Inc.'s consolidated financial statements
and review of the interim consolidated financial statements included in
quarterly reports and services that are normally provided by Russell Bedford
Stefanou Mirchandani LLP in connection with statutory and regulatory filings or
engagements.

         AUDIT-RELATED FEES. Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of Ezcomm Enterprises, Inc.'s consolidated financial statements and are not
reported under "Audit Fees". There were no Audit-Related services provided in
fiscal 2004 or 2003.

         TAX FEES. Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. There were no tax services provided in
fiscal 2004 or 2003.

         ALL OTHER FEES. Consists of fees for products and services other than
the services reported above. There were no management consulting services
provided in fiscal 2004 or 2003.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

SIGNATURES

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

Date: August 29, 2004               EZCOMM ENTERPRISES, INC.

                                    By: /s/ Peter Braun
                                        -----------------------------
                                        Peter Braun
                                        President

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

/s/ Peter Braun                    Director                   August 29, 2004
-----------------------
Peter Braun

                                       13



<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                       FINANCIAL STATEMENTS AND SCHEDULES

                                  MAY 31, 2004

                PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                            EZCOMM ENTERPRISES, INC.



<PAGE>

                           EZCOMM ENTERPRISES , INC.

                         INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-3
Balance Sheets at May 31, 2004 and 2003                                     F-4
Statement of Losses For the Years Ended May 31, 2004 and 2003               F-5
Statement of Deficiency in Stockholders' Equity For the Two Years
  Ended May 31, 2004                                                        F-6
Statement of Cash Flows For the Years Ended May 31, 2004 and 2003           F-7
Notes to Financial Statements                                       F-8 to F-14

                                      F-2


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------

Board of Directors
Ezcomm Enterprises, Inc.
Vancouver, British Columbia

         We have audited the accompanying balance sheets of Ezcomm Enterprises,
Inc. ("Company") as of May 31, 2004 and 2003 and the related statement of
losses, deficiency in stockholders' equity, and cash flows for the two years
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 upon our audits.

         We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatements. 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 our
audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ezcomm Enterprises,
Inc. as of May 31, 2004 and 2003 and the results of its operations and its cash
flows for the two year period ended May 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.

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

                                    /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                    --------------------------------------------
                                    Russell Bedford Stefanou Mirchandani LLP
                                    Certified Public Accountants

New York, New York
August 12, 2004

                                      F-3



<PAGE>
<TABLE>

                                    EZCOMM ENTERPRISES, INC.
                                         BALANCE SHEETS
<CAPTION>

                                                                     May 31, 2004   May 31, 2003
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
                               ASSETS

Current Assets:
  Cash                                                               $       139    $       139
                                                                     ------------   ------------
          Total Current Assets                                       $       139    $       139
                                                                     ============   ============

         LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current Liabilities
  Due to related parties (Note E)                                    $    37,175    $    34,400
  Accounts payable                                                        20,000             --
                                                                     ------------   ------------
          Total Current Liabilities                                       57,175         34,400

Deficiency in Stockholders' Equity:
  Preferred stock, par value $0.0001
    authorized 20,000,000 shares, none issued                                 --             --
  Common stock, par value $0.0001; authorized
    80,000,000 shares, issued and outstanding
    35,368,800 at May 31, 2004 and 2003,
    respectively                                                           3,537          3,537
  Additional paid-in-capital                                           1,827,815      1,827,815
  Accumulated deficit                                                 (1,888,388)    (1,865,613)
                                                                     ------------   ------------
          Total Deficiency in Stockholders' Equity                       (57,036)       (34,261)
                                                                     ------------   ------------
          Total Liabilities and Deficiency in Stockholders' Equity   $       139    $       139
                                                                     ============   ============

                         see accompanying notes to financial statements

                                              F-4
</TABLE>



<PAGE>
<TABLE>

                                EZCOMM ENTERPRISES, INC.
                                   STATEMENT OF LOSSES
<CAPTION>

                                                             FOR THE YEAR ENDED MAY 31,
                                                               2004             2003
                                                           -------------   -------------
<S>                                                        <C>             <C>
Operating expenses:

  General and administrative expenses                      $     22,600    $        175
                                                           -------------   -------------
     Total operating expenses                                    22,600             175
          Loss from operations                                  (22,600)           (175)
Income taxes                                                         --              --
                                                           -------------   -------------
Net loss                                                   $    (22,600)   $       (175)
                                                           =============   =============

Loss per common share (basic and fully diluted) (Note F)   $       (.00)   $       (.00)
                                                           =============   =============

Weighted average common shares outstanding                   35,368,800      35,368,800
                                                           =============   =============

                     see accompanying notes to financial statements

                                          F-5
</TABLE>



<PAGE>
<TABLE>

                                                      EZCOMM ENTERPRISES, INC.
                                          STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                             FOR THE TWO YEAR PERIOD ENDED MAY 31, 2004
<CAPTION>

                                    Preferred     Preferred      Common       Common       Additional
                                     Stock         Stock          Stock        Stock         Paid-in     Accumulated
                                     Shares        Amount         Shares       Amount        Capital       Deficit         Total
                                   -----------   -----------   -----------   -----------   -----------   ------------   ------------
<S>                                <C>           <C>           <C>           <C>           <C>           <C>            <C>
Balance at June 1, 2002                     --   $        --    35,368,800   $     3,537   $ 1,827,815   $(1,865,613)   $   (34,261)

New loss for the year ended
  May 31, 2003                              --            --            --            --            --          (175)          (175)

Balance at May 31, 2003                     --            --    35,368,800         3,537     1,827,815    (1,865,788)       (34,436)

Net loss for the year ended
  May 31, 2004                              --            --            --            --            --       (22,600)       (22,600)

Balance at May 31, 2004                     --            --    35,368,800   $     3,537   $ 1,827,815   $(1,888,388)   $   (57,036)
                                   -----------   -----------   -----------   -----------   -----------   ------------   ------------

                                           see accompanying notes to financial statements

                                                                F-6
</TABLE>



<PAGE>

                            EZCOMM ENTERPRISES, INC.
                            STATEMENT OF CASH FLOWS

                                                      FOR THE YEAR ENDED MAY 31,
                                                          2004         2003
                                                        ---------   ---------
Cash flows from operating activities:
  Net loss for the year                                 $(22,600)   $   (175)
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
     Accounts payable                                     20,000          --
     Due to related parties                                2,600         175
                                                        ---------   ---------
Cash used in operating activities                             --          --
Cash flows used in investing activities                       --          --
Cash flows from financing activities                          --          --
Net increase in cash                                          --          --
  Cash at beginning of period                                139         139
                                                        ---------   ---------
  Cash at end of period                                 $    139    $    139
                                                        =========   ==========
Supplemental Cash Flow Information:
  Cash paid during the period for interest              $     --    $     --
  Cash paid during the period for taxes                 $     --    $     --

                 see accompanying notes to financial statements

                                      F-7



<PAGE>

                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MAY 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

BUSINESS AND BASIS OF PRESENTATION
----------------------------------

Ezcomm Enterprises,, Inc., formerly Ezcomm, Inc. (the "Company"), an inactive
public shell company incorporated under the laws of the State of Delaware under
the name Orcas Ltd. on August 26, 1998, was formed for the purpose of developing
and marketing video arcade gaming machines. In 1999, the Company ceased
operating activities and was dormant through January 2000, at which time the
Company was recapitalized and its efforts were devoted to developing a customer
loyalty reward program and a related information database. In January 2001, the
Company ceased operations and is currently dormant.

The Company is inactive with no significant operations and is seeking to merge
with, or acquire in interest in business opportunities.

Revenue Recognition
-------------------

The Company will recognize revenue in accordance with Staff Accounting Bulletin
No. 104, REVENUE RECOGNITION ("SAB104"), which superceded Staff Accounting
Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101").

SAB 101 requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectibility of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company will defer any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. For the years ended May 31, 2004 and 2003,
the Company did not have any revenue.

ADVERTISING
-----------

The Company follows the policy of charging the costs of advertising to expenses
incurred. The Company did not incur any advertising costs during the years ended
May 31, 2004 and 2003.

                                      F-8



<PAGE>

                            EZCOMM ENTERPRISES, INC.
                         NOTES TO FINANCIAL STATEMENTS
                             MAY 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES
------------

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Under this method deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be removed or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of operations in the period
that includes the enactment date.

CASH EQUIVALENTS
----------------

For purposes of the Statements of Cash Flows, the Company considers
all highly liquid debt instruments purchased with a maturity date of three
months or less to be cash equivalents.

PROPERTY AND EQUIPMENT
----------------------

Property and equipment will be stated at cost. Depreciation on property and
equipment will be calculated on the straight-line method over the estimated
useful lives of the assets. Leasehold improvements are amortized by using the
straight-line method over the shorter of the estimated useful life or the
contract periods. Repair and maintenance are charged to expenses as incurred.
Significant additions, renewals and improvements are treated as capital
expenditures and depreciated accordingly.

CONCENTRATIONS OF CREDIT RISK
-----------------------------

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash, cash equivalents
and trade receivables. The Company places its cash and temporary cash
investments with high credit quality institutions. At times, such investments
may be in excess of the FDIC insurance limit.

USE OF ESTIMATES
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.

                                       F-9



<PAGE>

                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MAY 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

LONG-LIVED ASSETS
-----------------

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undercounted cash flows. Should an impairment in value be indicated,
the carrying value of intangible assets will be adjusted, based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

COMPREHENSIVE INCOME
--------------------

The Company does not have any items of comprehensive income in any of the
periods presented.

NET LOSS PER SHARE
------------------

The Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings (loss) per share
has been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrants will be excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.

                                      F-10


<PAGE>

                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

STOCK BASED COMPENSATION
------------------------

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation-Transition
and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for a voluntary charge to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25
and related interpretations. Accordingly, compensation expense for stock options
is measured as the excess, if any, of the fair market value of the Company's
stock at the date of the grant over the exercise price of the related option.
The Company has not issued stock-based employee compensation.

LIQUIDITY
---------

The Company has no significant assets and no operations. The Company is in a
dormant state and its efforts have been principally devoted to seeking out
business opportunities. As shown in the accompanying financial statements, the
Company has accumulated a deficit of $1,888,388 from its inception through May
31, 2004.

FOREIGN CURRENCY TRANSLATION
----------------------------

The Company translates the foreign currency financial statements of its Canadian
subsidiary in accordance with the requirements of Statement of Financial
Accounting Standards No. 52, "Foreign Currency Translation." Assets and
liabilities are translated at current exchange rates, and related revenue and
expenses are translated at average exchange rates in effect during the period.
Resulting translation adjustments are recorded as a separate component in
stockholders' equity. Foreign currency transaction gains and losses are included
in the statement of income.

SEGMENT INFORMATION
-------------------

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS 131")
in the year ended December 31, 1998. SFAS establishes standards for reporting
information regarding operating segments in annual financial statements and
requires selected information for those segments to be presented in interim
financial reports issued to stockholders. SFAS 131 also establishes standards
for related disclosures about products and services and geographic areas.
Operating segments are identified as components of an enterprise about which
separate discrete financial information is available for evaluation by the chief
operating decision maker, or decision making group, in making decisions how to
allocate resources and assess performance. The information disclosed herein,
materially represents all of the financial information related to the Company's
principal operating segment.

                                      F-11


<PAGE>

                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MAY 31, 2004 AND 2003

NOTE A-SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

New Accounting Pronouncements

In December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension plans
and June 15, 2004 for foreign pension plans and requires certain new disclosures
related to such plans. The adoption of this statement will not have a material
impact on the Company's results of operations or financial positions.

NOTE B-CAPITAL STOCK

The Company has authorized 20,000,000 shares of preferred stock, with a par
value of $.0001 per share As of May 31, 2004 and 2003, there are no preferred
shares issued and outstanding The Company has authorized 80,000,000 shares of
common stock , with a par value of $.0001 per share. As of May 31, 2004 and
2003, there are 35,368,800 shares of common stock issued and outstanding,
respectively.

NOTE C-INCOME TAXES

Financial Accounting Standard No. 109 requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between financial statements and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Temporary differences between taxable income reported for financial
reporting purposes and income tax purposes are insignificant.

At May 31, 2004, the Company has available for federal income tax purposes a net
operating loss carryforward of $1,800,000, expiring the year 2020, that may be
used to offset future taxable income. The Company has provided a valuation
reserve against the full amount of the net operating loss benefit, since in the
opinion of management based upon the earnings history of the Company, it is more
likely than not that the benefits will not be realized. Due to significant
changes in the Company's ownership, the Company's future use of its existing net
operating losses may be limited.

Components of deferred tax assets as of May 31, 2004 are as follows:

          Non current:
          Net operating loss carryforward         $ 650,000
          Valuation allowance                      (650,000)
                                                  ----------
          Net deferred tax asset                  $      --
                                                  ==========

                                      F-12



<PAGE>

                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             MAY 31, 2004 AND 2003

NOTE D-COMMITMENTS AND CONTINGENCIES

Consulting Agreements

The Company has consulting agreements with outside contractors, certain of whom
are also Company stockholders, directors and officers. The Agreements are
generally for a term of 12 months from inception and renewable automatically
from year to year unless either the Company or Consultant terminates such
engagement by written notice.

NOTE E-RELATED PARTY TRANSACTIONS

The Company's inception, the Company's Officers and principal shareholders
("Related Parties") have advanced funds to the Company for working capital
purposes. No formal repayment terms or arrangements exist. The amount of the
advances due the related parties at May 31, 2004 and 2003 were $ 37,175 and
$34,400, respectively.

NOTE F-LOSSES PER SHARE

The following table presents the computation of basic and diluted losses per
share:

                                                       2004            2003
                                                   -------------   -------------
     Loss available for common shareholders        $    (22,600)   $       (175)
                                                   =============   =============
     Basic and fully diluted loss per share        $      (0.00)   $      (0.00)
                                                   =============   =============
     Weighted average common shares outstanding      35,368,800      35,368,800

Net loss per share is based upon the weighted average of shares of common stock
outstanding.

NOTE G-GOING CONCERN MATTERS

The accompanying statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. As shown in the accompanying financial statements
during the years ended May 31, 2004 and 2003, the Company incurred losses from
operations of $22,600 and $175, respectively. The Company has accumulated
deficit of $1,888,388. These factors among others may indicate that the Company
will be unable to continue as a going concern for a reasonable period of time.

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.
If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve it's liquidity problems. Management
anticipates the Company will attain profitable status and improve its liquidity
through the continued developing, marketing and selling of its services and
additional equity investment in the Company. The accompanying financial
statements do not include any adjustments that might result should the Company
be unable to continue as a going concern.

                                      F-13



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                            EZCOMM ENTERPRISES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                              MAY 31, 2004 AND 2003

NOTE H-SUBSEQUENT EVENT

Subsequent to the date of the financial statements, the Company amended its
Articles of Incorporation changing its name to Ezcomm Enterprises, Inc. and
increasing the number of its authorized shares of common stock from 80,000,000
to 480,000,000.

                                      F-14