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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 40-F (Check One) o Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or x Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2003 Commission file number: 333-101591 GREAT LAKES POWER INC.  Ontario
    
    4991, 4931
    
    Not applicable(Province or other jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. Employerincorporation or organization)
    
    Classification Code Number
    
    Identification Number (if(if applicable))
    
    Applicable))
 Suite 300, BCE Place, 181 Bay Street
Toronto, Ontario
Canada M5J 2T3
(416) 363-9491
(Address and Telephone Number of Registrants Principal Executive Offices) c/o Torys
237 Park Avenue
New York, New York 10017-3142
(212) 880-6000
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act. None Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Term debentures For annual reports, indicate by check mark the information filed with this Form: x Annual Information Form
    
    x Audited Annual Financial Statements
 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: 101,383,135 Indicate by check mark whether the registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the Exchange Act). If Yes is marked, indicate the file number assigned to
the registrant in connection with such rule. Yes o No x Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 o




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FORM 40-F Principal Documents The following documents, filed as Exhibit 99.1, 99.2 and 99.3 hereto, are
hereby incorporated by reference into this Annual Report on Form 40-F:  (a)
    
    Annual Information Form for the fiscal year ended December
31, 2003;(b)
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations for the fiscal year ended December 31,
2003; and(c)
    
    Consolidated Financial Statements for the fiscal year ended December 31, 2003.




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ADDITIONAL DISCLOSURE Certifications and Disclosure Regarding Controls and Procedures.  (a)
    
    Certifications. See Exhibits 99.4 and 99.5 to this Annual Report on Form
40-F.(b)
    
    Disclosure Controls and Procedures. As of the end of the registrants
fiscal year ended December 31, 2003, an evaluation of the effectiveness of
the registrants disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended (the Exchange Act)) was carried out by the registrants
principal executive officer and principal financial officer. Based upon
that evaluation, the registrants principal executive officer and
principal financial officer have concluded that as of the end of that
fiscal year, the registrants disclosure controls and procedures are
effective to ensure that information required to be disclosed by the
registrant in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.It should be noted that while the registrants principal executive
officer and principal financial officer believe that the registrants
disclosure controls and procedures provide a reasonable level of
assurance that they are effective, they do not expect that the
registrants disclosure controls and procedures or internal control over
financial reporting will prevent all errors and fraud. A control system,
no matter how well conceived or operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.(c)
    
    Changes in Internal Control Over Financial Reporting. During the fiscal
year ended December 31, 2003, there were no changes in the registrants
internal control over financial reporting that have materially affected,
or are reasonably likely to materially affect, the registrants internal
control over financial reporting. Notices Pursuant to Regulation BTR. None. Audit Committee Financial Expert. The registrants board of directors has not yet determined a specific member of
the registrants audit committee to be an audit committee financial expert
(as such term is defined in Form 40-F). Such determination will be made at the
next audit committee meeting.




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Code of Ethics. The registrant has adopted a code of business conduct (as that term is
defined in Form 40-F) that applies to its principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions (together, the Financial Supervisors).
Since the adoption of the code of ethics, there have not been any amendments to
the code of ethics or waivers, including implicit waivers, from any provision
of the code of ethics. The code of business conduct can be accessed on
Brascans website at www.brascancorp.com or obtained by writing to Great Lakes
Power Inc. at the address noted above. Principal Accountant Fees and Services. The following table provides information about the fees billed to the
registrant for professional services rendered by Deloitte & Touche LLP during
fiscal 2003 and 2002: Information to be provided by D&T (US$)
    
    2003
    
    2002Audit Fees
    
    $
    0.5
    
    
    $
    0.5Audit-Related Fees
    
    
    0.1
    
    
    
    0.1Tax Fees
    
    
    
    
    
    
    0.1All Other Fees
    
    
    
    
    
    
    0.1Total
    
    $
    0.6
    
    
    $
    0.8
 Audit Fees. Audit fees include fees for services that would normally be
provided by the external auditor in connection with statutory and regulatory
filings or engagements, including fees for services necessary to perform an
audit or review in accordance with generally accepted auditing standards. This
category also includes services that generally only the external auditor
reasonably can provide, including comfort letters, statutory audits, attest
services, consents and assistance with and review of certain documents filed
with securities regulatory authorities. Audit-Related fees. Audit-related fees are for assurance and related services
that traditionally are performed by the external auditor. More specifically,
these services include, among others: employee benefit plan audits and attest
services that are required by statute or regulation or as a condition of debt
financing. Tax fees. Tax fees are principally for assistance in tax return preparation
and tax advisory services related to acquisitions and reassessments. All Other Fees. All other fees include fees for energy risk management
advisory services.




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Pre-Approval Policies and Procedures.  (a)
    
    The audit committee of the registrants board of directors has adopted a
policy regarding the provision of services by the registrants external
auditors, currently Deloitte & Touche LLP. This policy requires audit
committee pre-approval of all permitted audit, audit-related and non-audit
services. It also specifies a number of services that may not be provided
by the registrants external auditors, including all services prohibited
by law from being provided by the external auditors.Under the policy, all permitted services to be provided by Deloitte &
Touche must be pre-approved by the audit committee or a designated member
of the audit committee. Any pre-approval granted by a designated member
must be reported to the audit committee at its next scheduled meeting.
The pre-approval of services may be given at any time up to a year before
commencement of the specified service.The audit committee may delegate its pre-approval authority and
responsibility to the audit committee of any consolidated subsidiary of
the registrant, in respect of services to be provided to such subsidiary,
provided that such subsidiarys audit committee members are independent
from the registrant and its management, such subsidiary adopts
pre-approval policies and procedures that are substantially similar to
those of the registrant, and such subsidiarys audit committee makes
certain reports to the registrants audit committee.Subject to the policy, the audit committee may establish fee thresholds
for a group of pre-approved services, provided that such fees will, when
combined with all such fees that have not been specifically approved by
the audit committee, aggregate less than 25% of the anticipated audit
fees for the registrant and its subsidiaries for the same year. All such
services will be ratified at the next scheduled meeting of the audit
committee, and upon such ratification will no longer be included in
determining the aggregate fees covered by this limited approval.(b)
    
    Of the fees reported in this Annual Report on Form 40-F under the heading
Principal Accountant Fees and Services, none of the fees billed by
Deloitte & Touche LLP were approved by the audit committee of the board of
directors of the registrant pursuant to the de minimisexception provided
by Section (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. Off-Balance Sheet Arrangements. The registrant does not have any off-balance sheet arrangements.




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Tabular Disclosure of Contractual Obligations. (in millions)
    
    Payment due by periodContractual Obligations
    
    Total
    
    Less than 1 Year
    
    1-3 Years
    
    3-5 Years
    
    More than 5 yearsLong-Term Debt
Obligations (1)
    
    $
    1,116
    
    
    $
    8
    
    
    $
    238
    
    
    $
    4
    
    
    $
    866Term Debentures (1)
    
    $
    487
    
    
    $
    227
    
    
    $
    260
    
    
    $
    0
    
    
    $
    0Total
    
    $
    1,603
    
    
    $
    235
    
    
    $
    498
    
    
    $
    4
    
    
    $
    866
  (1)
    
    Total amounts are included in the December 31, 2003 consolidated
balance sheet. See Note 8 and 9 to the consolidated financial
statements.




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS  A.
    
    Undertaking. The registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Securities and Exchange
Commission (the Commission) staff, and to furnish promptly, when requested to
do so by the Commission staff, information relating to: the securities
registered pursuant to Form 40-F; the securities in relation to which the
obligation to file an annual report on Form 40-F arises; or transactions in
said securities.  B.
    
    Consent to Service of Process. The Company has previously filed a Form F-X in connection with the class
of securities in relation to which the obligation to file this report arises. Any change to the name or address of the agent for service of process of
the registrant shall be communicated promptly to the Securities and Exchange
Commission by an amendment to the Form F-X referencing the file number of the
registrant. SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 19, 2004. Great Lakes Power Inc.By: /s/ Alan V. DeanName: Alan V. DeanTitle: Senior Vice President and
Secretary




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EXHIBIT INDEX Exhibit
    
    Description99.1
    
    Annual Information Form for the fiscal year ended December 31, 200399.2
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations for the fiscal year ended December 31, 200399.3
    
    Consolidated Financial Statements for the fiscal year ended
December 31, 200399.4
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 193499.5
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 193499.6
    
    Section 1350 Certification of Chief Executive Officer99.7
    
    Section 1350 Certification of Chief Financial Officer99.8
    
    Consent of Deloitte & Touche LLP