Byron Global Corp · 6-K · For 12/31/02

Filed On 5/20/03 4:56pm ET   ·   SEC File 0-30194   ·   Accession Number 1140437-3-223

Report of a Foreign Private Issuer   ·   Form 6-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer                    35    210K 

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

Form 6-K

 Registration File # 000-30194

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of DECEMBER 31, 2002 - FORM 20-F: Audited Financial Statements    
and Shareholder List

BYRON RESOURCES INC.
 (Formerly Bioforest Pacific Inc.)

2200 - 181 UNIVERSITY AVENUE, TORONTO, ONTARIO, CANADA M5H 3M7

Indicate by check mark whether the registrant files or will file annual reports 
under cover of Form 20-F or Form 40-F.                                          
Form 20-F [X] Form 40-F [ ]                                                     

Indicate by check mark whether the registrant by furnishing the information 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. Yes [X] No [ ]     

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):                                                 
82-1918.                                                                        

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has  
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.                                                                

                          BYRON RESOURCES INC.
                          (Registrant)

Date  May 20, 2003                         By   Ross McGroarty (signed)         
                                       -----------------------------
                                       Ross McGroarty, Chairman, ASO

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

----------

 FORM 20-F

[ ]       REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF            
 THE SECURITIES EXCHANGE ACT OF 1934
or
[X]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF                 
 THE SECURITIES EXCHANGE ACT OF 1934
or
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF               
 THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 82-1918 Section 12g 3-2(b)
 Registration File No: 000 - 30194

----------
BIOFOREST PACIFIC INC.
(Formerly Castello Casino Corp.)
(Exact name of Registrant as specified in its charter)
 ONTARIO, CANADA
 (Jurisdiction of incorporation or organization)

 181 University Avenue, Suite 2200
Toronto, Ontario M5H-3M7, Canada
 Tel: (416) 594-0528
 Fax: (416) 594-6811
e-mail: bioforest@interface.ca
(Addresses of principal executive offices)

 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: Common

 Common shares
(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.

 Number of outstanding Common shares as of December 31, 2002: 42,169,302

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 check mark which financial statement item the Registrant
has elected to follow:

Item 17 X   Item 18 _ 

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                       Page
                                                                                       ----
                                                                                           
                                     PART I                                                

Item 1.   Description of Business......................................................  3 
Item 2.   Description of Property...................................................... 11 
Item 3.   Legal Proceedings............................................................ 11 
Item 4.   Control of Registrant........................................................ 12 
Item 5.   Nature of Trading Market..................................................... 12 
Item 6.   Exchange Controls and Other Limitations Affecting Security Holders........... 13 
Item 7.   Taxation..................................................................... 13 
Item 8.   Selected Financial Data...................................................... 14 
Item 9.   Management's Discussion and Analysis of Financial Condition and                  
          Results of Operations........................................................ 15 
Item 9A.  Quantitative and Qualitative Disclosures about Market Risk................... 17 
Item 10.  Directors and Officers of Registrant......................................... 17 
Item 11.  Compensation of Directors and Officers ...................................... 18 
Item 12.  Options to Purchase Securities from Registrant............................... 18 
Item 13.  Interest of Management in Certain Transactions............................... 18 

                                     PART II                                               

Item 14.  Description of Securities to be Registered................................... 19 

                                    PART III                                               

Item 15.  Defaults Upon Senior Securities.............................................. 19 
Item 16.  Changes in Securities and Changes in Security for Registered Securities...... 19 

                                     PART IV                                               

Item 17.  Financial Statements......................................................... 19 
Item 18.  Financial Statements......................................................... 19 
Item 19.  Financial Statements and Exhibits............................................ 19 

Signatures............................................................................. 20 

Attachment "A" Index to Financial Statements........................................... 23 
Attachment "B" Exhibits ............................................................... 30 

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PART I

ITEM 1.    DESCRIPTION OF BUSINESS                                              

INTRODUCTION                                                                    

BioForest Pacific Inc. ("BIFP" or the "Company") is a corporation under the laws
of the Province of Ontario, Canada, with principal executive offices at 181     
University Avenue, Suite 2200, Toronto, Ontario, M5H 3M7. The Company has no    
operating business. Formerly known as Castello Casino Corp., the company changed
its name on January 3, 2001 and on January 8, 2001 the common shares of the     
company were consolidated on the basis of one (1) new share for fourteen (14)   
old.                                                                            

At the Annual and Special Meeting of Shareholders held on December 12, 2002     
approval was granted to consolidate the issued common shares on the basis of 1  
new consolidated share for each 140 shares held and to change the name of the   
Corporation.                                                                    

Pursuant to agreements dated August 31, 1999 and October 25, 1999 and the       
extension granted on September 26, 2001, by the Native Trust Board of Fiji, the 
rights to the Merit Concession expired on October 31, 2002. A further extension 
is under discussion with the Taukei Unit Trust and the Native Land Trust Board. 

On February 22, 2001, BioForest Pacific Inc. completed the acquisition of       
BioForest Investments Inc., with the issuance of 36,723,050 common shares,      
pursuant to the Share Exchange Agreement dated May 9, 2000 and as amended by    
letter agreement dated December 15, 2000.                                       

The shares were issued in a transaction that is exempt from the registration    
requirements of the Securities Act of 1933, as amended, of the United States of 
America, and may not be transferred except pursuant to registration under the   
Securities Act or exemption from such registration.                             

BioForest Investments Inc. had the right to earn 70% of BioForest Holdings      
(Fiji) Limited and BioForest Products (Fiji) Limited ("H&P") upon providing U.S.
$10,000,000. H&P are 30% owned by the Taukei Unit Trust, which represents the   
interest of certain Fijian owners of forestlands. The funding was to be used to 
acquire several indigenous timber concessions in the Republic of Fiji, to       
purchase and upgrade certain operating sawmills and dry mills and for operating 
capital.                                                                        

On June 9, 2000, Castello announced that the Company has completed a U.S.       
$560,000, 8% convertible debenture financing. The proceeds from this financing  
were used for working capital. The company also issued a warrant to purchase US 
$112,000 of common shares exercisable under the same terms as the Debenture. The
Warrant expires on April 30, 2003. The principle amount remaining on the        
convertible debenture is US$342,000. The debenture was due on June 30, 2001 and 
as of December 31, 2002 had not been paid. On December 12, 2002 shareholders of 
the corporation approved a resolution authorizing the issuance of common shares 
of the corporation for debt. The debenture holder subject to certain conditions 
is agreeable to accept common shares for debt.                                  
BioForest Investments Inc. became an approved foreign investor under the Fiji   
Foreign Investment Act on the 28th February 2000 as a condition to being        
entitled to own 70% of H&P. The Fiji Trade and Investment Board and the Reserve 
Bank of Fiji issue foreign investment approvals.                                
The Native Land Trust Board (NLTB) confirmed and approved the BioForest         
Investments Inc. acquisition of the Merit Concession on the 14th of July 1999   
subject to certain performance conditions.                                      

Historically the Fiji Forestry Department has geared the harvest rates for      
indigenous timber                                                               

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concessions to the mean annual increment (MAI) a figure calculated to be        
approximately 2.65%. Over the past 15 years the average annual indigenous forest
harvest has been approximately 150,000 cubic metres. Based on a MAI of 2.65%    
this would suggest that the cut rate is based on a resource base of             
approximately 5,700,000 cubic metres. This appears correct as the country has an
indigenous forest resource base of approximately 17,000,000 cubic metres based  
on the 1973 Land Resource Study-Fiji Forestry Inventory prepared by the Land    
Resource Division of the UK Overseas Development Administration. The present    
harvest rate is a function of existing operating concessions or 34% of available
resources.                                                                      

The Fiji Forestry Department has major challenges to shift existing logging     
production into a sustainable logging practice and sustainability guidelines.   
The forest logging practices of H&P will be based on ISO14000FSC certification  
in accordance with International Trade and Timber Organization (ITTO)           
sustainable harvesting guidelines. The country's natural hardwood forests       
consist of some 700,000 hectares. Together with the establishment of a          
centralized state of the art processing facility and afforestation program, H&P 
plans to increase its present 95,000 cubic meter per annum cut rate to an       
annualized 300,000 cubic meter for indigenous timbers, 150,000 cubic metres for 
mahogany and 50,000 cubic metres of other planted species within 4 years.       

ACQUISITION OF BIOFOREST INVESTMENTS INC.                                       
At a special meeting on December 28, 2000, the Corporation received approval    
from shareholders to acquire all of the outstanding shares of BFI, a private    
corporation engaged in the ownership, development and exploitation of certain   
hardwood forest opportunities in Fiji, change the name of the Corporation to    
Bioforest Pacific Inc. ("BIFP") and a consolidation of the share capital on a 1 
new for 14 old shares. The formal name change and consolidation were effective  
on January 3rd and 8th, 2001 respectively with the Ministry of Commercial       
Relations (Ontario).                                                            

At the December 28, 2000 meeting, Shareholders of the Corporation approved and  
ratified the execution and delivery of the Share Exchange Acquisition Agreement 
made as of May 9, 2000 and as amended on December 15, 2000 by the Corporation   
and BFI (the "Vendor"), and the purchase by the Corporation of all of the       
outstanding shares of BFI in exchange for up to 38,000,000 fully paid and       
non-assessable post-consolidated common shares of the Corporation.              

FORMAL VALUATION OF BFI                                                         
The Corporation received a valuation in respect of the H&P properties from John 
Duncanson, Registered Forester, President, Duncanson Investment Research Inc.,  
Toronto, Ontario. In his valuation report dated November 1999, Mr. Duncanson set
forth his opinion that the planted undeveloped value of the Merit Forest        
Concession, Fiji, in its current state is approximately US $91.7 million.       

BFI was incorporated under the laws of the British Virgin Islands on August 31, 
1999. The registered and records office of BFI is Akraa Building, 24 De Castro  
Street, Whickhams Clay Road Town, Tortola, British Virgin Islands. The records  
are kept at 47 Ono Street, Suva, Fiji Islands.                                  

GENERAL                                                                         
BioForest Investments Inc. through its 70% owned subsidiaries, BioForest        
Products (Fiji) Limited ("BFP"), BioForest Holdings (Fiji) Limited ("H&P"),     
currently holds the Merit Forest Concession. In addition, H&P has been granted  
an option by the Native Land Trust Board to acquire the Namosi and              
Wainikoroiluva concessions, and is negotiating to acquire other concessions, the
pulpwood plantation lands and the Government owned mahogany plantations. These  
three timber concessions on Viti Levu are appraised at US$114 million. H&P's    
business strategy is centered on the development of sustainable hardwood forest 
plantations and the processing and manufacture of forest products. Fiji's       
hardwood forest represents less than 0.01% of the world's productive hardwood   
area. In worldwide                                                              

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terms sales of tropical hardwood are increasing in value but declining in       
availability due to a combination of factors including non-sustainable logging  
practices and population pressures forcing conversion of forest lands for food  
production. Proper environmental planning and a more favourable land/population 
ratio in Fiji should avoid both these negatives.                                

BACKGROUND                                                                      
BFI was incorporated in the BVI on August 31, 1999, to participate in the       
development of an integrated and sustainable forestry enterprise in partnership 
with the native landowners in Fiji. BFI has the right to earn 70% of H&P upon   
providing US$10,000,000 being the balance of its equity contribution to fund the
implementation of H&P's US$12, 000,000 Phase 1 business plan. H&P are 30% owned 
by the Taukei Unit Trust (TUT) representing the native landowners.              

THE PROJECT                                                                     
The project is based on the sustainable exploitation of indigenous forest,      
acquisition of mature mahogany plantations (not native) and the development and 
planting of fast growing eucalyptus (hardwood) plantations as a source of short 
fiber-wood chip. The US $12,000,000 investment will be used to acquire and      
upgrade existing timber processing operations, acquire further forest resources,
initiate the pulpwood plantations program and to provide the option payment on  
the mahogany plantations and to provide operating capital. Ten million of the   
US$12 million investment is being provided by BFI as the balance of its equity  
contribution and US$2 million will be raised by H&P. The Phase 1 planned annual 
harvest of 45,000 cubic metres log will be processed on a two shift operation to
yield about 20,000 cubic metres of sawn timber 65% of which will be value added 
for export and is expected to provide annualized earnings of US$5.0 million and 
net asset value of US$200,000,000 by the end of year one.                       

BFIP has retained Duncanson Investment Research Inc. Registered Professional    
Foresters of Toronto, Ontario, Canada to undertake project feasibility and      
marketing study which was completed in April 2001.                              

Phase 2 involves the continuation and expansion of the Phase 1 operation to     
support a sustainable annual log harvest of 300,000 cubic meters, the           
development of up to 100,000 hectares of fast growing eucalyptus plantation and 
to acquire the Government controlled mahogany plantation. The successful        
implementation of Phase 2 is expected to provide annual earnings of             
US$50,000,000 by the end of year 5 and earnings are projected to be             
US$150,000,000 by year 12.                                                      

REVISED BUSINESS PLAN - APRIL 2, 2001                                           

EXECUTIVE SUMMARY                                                               
H&P is seeking to raise US$15-20 million to purchase and upgrade certain        
processing facilities and to acquire further timber concessions to support a    
sustainable annual log harvest of up to 100,000 cubic metres. The 10 year       
Business Plan of H&P is divided into two phases:                                

PHASE 1 -                                                                       
The Phase 1, a US$18.12 million investment, will increase the resource value to 
more than US$200.0 million and the upgraded processing facilities, mobile       
equipment, roads and infrastructure will have a value of about US$15.0 million. 
Approximately US$10.0 million of the US$15-20 million investment is being       
provided by BIFP as the balance of its equity contribution. To date,            
approximately US$1.5million has been advanced by BIFP/BFI and US$5-10 million   
will be raised through BIFP as a special loan and/or a convertible debenture    
issued by H&P. The planned annual log harvest of 67,000 cubic metres will be    
processed to yield: 25,000 cubic metres of sawn timber (65% of which will be    

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value added for export) and 7,500 cubic metres of plywood and veneer. The       
operation is expected to provide earnings of US$7.0 million by the end of year  
one.                                                                            

PHASE 2 -                                                                       
The three key elements of the Phase 2 - US$223 million program are:             
     i)     the extension of the Phase 1 program to a country-wide operation
              to support a sustainable annual log harvest of up to 200,000 cubic
metres by 2005;                                     
       ii)    the acquisition of mahogany plantations to provide a 100,000 cubic
metre sustainable annual log harvest by 2005;       
iii)   the development of up to 80,000 hectares of fast growing   
eucalyptus plantations.                             

The final scope of Phase 2 will be determined by feasibility and investment     
study as well as the Company's ability to arrange the necessary financing. It is
anticipated that notwithstanding the Company's ability to proceed with items ii 
and iii (the acquisition of mahogany plantations and the eucalyptus             
development), the Company will expand its indigenous hardwood operations.       

FIJI FORESTRY: SECTOR OVERVIEW                                                  
Forested lands in Fiji amount to approximately 825,000 hectares or the          
equivalent of 48% of total land base. Fiji's forests are divided into three     
groups: natural or indigenous hardwood (716,000 ha.), mahogany plantations      
(68,000 ha.), and pine plantations (41,000 ha.). The indigenous hardwood forests
are located primarily on the three larger islands of Fiji; Viti Levu, Vanua Levu
and Kadavu. The mahogany plantations, first established in 1952, are contained  
in 14 forest stations, 8 on Viti Levu and 6 on Vanua Levu. The Caribbean Pine   
plantations, first introduced in 1955, are located in the drier grassland areas 
of northwestern Viti Levu and western Vanua Levu. The mahogany plantations have 
yet to be harvested and have a projected annual allowable cut in excess of      
100,000m/3/.                                                                    

In February 1996, H&P's founders retained two international forest plantations  
and processing consultancy groups to formulate a proposal to integrate the      
indigenous forests to form the base of a viable operation and to acquire the    
Government owned mahogany plantations and develop a pulpwood plantation. This   
was reviewed and updated in 1999 and 2000 by Duncanson Investment Research Inc. 
of Ontario, Canada.                                                             

INDIGENOUS FORESTS                                                              
Detailed information on the extent and composition of the indigenous resource   
dates from a survey released in 1973 by the Land Resources Division of the      
Overseas Development Administration, U.K.                                       

This survey identifies three separate management entities - protection,         
non-commercial, and production forest. The survey with subsequent reviews and   
updating form an excellent data base for the country's indigenous forest        
resources.                                                                      

While the survey does not cover the entire forested areas, it does embrace the  
bulk of the potentially exploitable forest in the three main islands. Results   
indicate a total overbark volume of 16,406,000m/3/ for all species above 40cm   
dbh, over a production forest area of 235,903 ha.                               

The Fiji Forestry Department has major challenges to shift existing logging     
production into International Trade and Timber Organization (ITTO) logging      
practice and sustainability guidelines. The ITTO requirements will be satisfied 
by the logging and reforestation practices proposed by H&P                      

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which will be ISO14000 and or FSC certified and conforms with ITTO sustainable  
harvesting guidelines.                                                          

MAHOGANY PLANTATIONS (PHASE 2)                                                  
The mahogany of world trade fame comes from natural forests of South America and
Africa. It is regarded as the most valuable tree in tropical America and as one 
of the premier cabinet woods in the world.                                      

The mahogany plantations were planted by the Fijian government on areas         
previously logged. The plantations are owned by the Government and are now being
prepared for development. In total, the Fijian Forestry Department has access to
68,600 hectares of land for planting. Approximately 93% of this land is leased  
customary land, with the balance being Crown Land or Crown Grants. 84 leases    
ranging in terms from 99 years to 50 years cover the mahogany plantations. The  
majority of the leases are 50 years.                                            

H&P's interest in the purchase of the Mahogany Plantations is linked to the     
interest of the TUT, whose founding members represent the vast majority of the  
mature mahogany plantation landowners most of which are located in south eastern
Viti Levu.                                                                      

PULPWOOD PLANTATIONS (PHASE 2)                                                  
The establishment of large-scale hardwood pulpwood plantations to meet the      
projected demand for short fibre wood chip has been recognized as having the    
greatest potential for the forestry sector in Fiji. Consultants including Dr.   
John Davidson, Margules Groome Poyry and Eric Roughana and Associates of        
Australia and Duncanson Investment Research Inc., Canada, have provided positive
preliminary studies and recommend further development of the project.           

Fiji's hardwood forest industry, both indigenous and plantation based, is       
undergoing significant change. The most recent analysis of the market           
opportunities for the plantation sector have concluded that the outlook is      
positive and there are major opportunities for investment in fast growing       
hardwoods. Fiji has the available land and appropriate climate and physical     
setting similar to Aracruz in Brazil, to significantly expand its wood resource 
base.                                                                           

LAND HOLDINGS AND PULPWOOD DEVELOPMENT                                          
H&P has the opportunity to acquire up to 100,000 hectare of land belonging to   
members of TUT for the establishment of fast growing eucalyptus pulpwood        
plantation to produce 300m/3/ per ha on a 7 to 10 year rotation as a source of  
short fibre wood chip for the pulp and paper industry; in the longer term, i.e. 
15 -17 years this resource could support a pulp and paper mill. The wood chip   
production stage is being developed entirely for the export market. Projections 
indicate that the pulpwood chip export will contribute up to 75% of the Group's 
earnings by year twelve.                                                        

PROCESSING AND MANUFACTURING                                                    
H&P's Phase 1 business plans include the acquisition of existing operations to  
produce 20,000m/3/ sawn timber with expected annualized earnings of US$5,000,000
by the end of year one. Phase 2 would involve the construction of a centralized 
integrated processing facility to process up to 400,000m/3/ of logs per year to 
be completed by year 5 with projected  annualized earnings of US$50 million. H&P
proposes  to develop  value  added  production  both up stream and down  stream,
including  manufacturing  and  finishing  facilities.  This  would  include  the
manufacture of doors, windows,  furniture,  parquet and other building products.
Linkages will be established with various  manufacturers,  through joint venture
agreements between H&P and foreign industry partners.                           

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Subsequent to successful establishment of the pulpwood program, by year 3 it is 
proposed to construct the chipping plant and the necessary infrastructure to    
start wood chip production and export by year 8 to 10 and full production by    
year 12.                                                                        

MARKET OPPORTUNITIES & STRATEGY                                                 
The initial thrust of H&P's export program will be to expand its market share   
into countries such as USA, UK, Germany, Japan and Australia each of which have 
established trading history in Fijian woods and veneers for decorative use and  
furniture manufacture. H&P have had initial discussions with cabinet and door   
manufacturers in Europe and North America with experience in Fijian woods and   
mahogany for the purpose of establishing manufacturing joint venture in Fiji    
once the company is established. Preliminary studies carried out by Australian  
and Canadian consultants show that subject to green certification (ITTO         
sustainable guidelines) there is a ready market for Fiji timber products in the 
North American, Australian and Japanese markets. A detailed market study will be
undertaken by the H&P's consultant to form part of the feasibility study.       

MANAGEMENT                                                                      
H&P has identified a suitable team to manage and operate the project and to     
obtain support and financing for H&P's business plan. H&P is well advanced in   
sourcing key management people that would be acceptable to H&P's financiers. H&P
has the option to secure a suitable industry partner to join the management     
team. This of course will have to be a corporate fit and will be considered     
within the framework of H&P's business plan. The management issue is a key      
factor in the success of the venture.                                           

EUROPEAN ECONOMIC COMMUNITY (EEC)                                               
The Fiji Islands by virtue of its ex-colonial status is a member of the         
African-Caribbean Pacific ("ACP") group of countries. The ACP was formed by the 
EEC to provide aid and assistance to a select group of small countries in the   
three regions. The EEC particularly encourages the development of private       
enterprise projects with a minimum of 25% indigenous landowner participation.   
Assistance is considered on a project by project basis, key elements being the  
beneficial impact of the project on the country and the region and whether the  
EEC is a consumer of the product and suppliers and constructors for the project.
Initial discussions indicate that H&P qualifies for assistance with both        
financing and marketing. H&P will request the Fiji Government to arrange a      
meeting with the EEC to establish the framework for the assistance program.     

REFORESTATION AND ENVIRONMENTAL                                                 
The Fiji Forestry Department has major challenges to shift existing logging     
production into International Trade and Timber Organization (ITTO) logging      
practice and sustainability guidelines. The ITTO requirements will be satisfied 
by the logging and reforestation practices proposed by H & P which will be ISO  
14000 and or FSC certified and conforms with ITTO sustainable harvesting        
guidelines.                                                                     

RESEARCH AND DEVELOPMENT                                                        
Subsequent to the initial acquisition and operations start up phase H&P will    
establish a market research and silvicultural development division to guide the 
Company in implementing its business plans.                                     

COMPETITION                                                                     
The forest industry in Fiji can trace its roots back to the sandalwood trade in 
the early 1800s. The sawmill industry in Fiji is a collection of small,         
inefficient and disjointed band mills. The sawmill industry currently processes 
260,000m/3/ of sawn logs annually. There are two plywood/veneer mills on Vanua  
Levu with a total annual productive capacity of 10,000m/3/. There is no pulp and
paper industry in Fiji.                                                         

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SAWMILL INDUSTRY                                                                
According to the Fiji Forest Department, there are 24 sawmills currently        
licensed for operation and operating in Fiji, including; eleven sawmills on Viti
Levu, twelve on Vanua Levu, and on the island of Kandavu. There are eight       
sawmills that are neither licensed nor operational. Only 22 of the sawmills     
process indigenous hardwood species. In 1994, there were 46 sawmills operating  
in Fiji. Most of the smaller mills employed older circular saw technology.      
Concerned about wasteful practices the Government introduced legislation in 1996
restricting the use of circular saw head rigs. As a result 22 sawmills closed.  
Only sawmills with band saw head rigs were licensed to operate. It is expected  
that further closures will occur and that the number of sawmills operating will 
be reduced to 10.                                                               

The sawmills currently operating in Fiji are small with an average daily        
productive capacity of less than 25m/3/. The largest sawmill, built in 1982, is 
the Tropik Wood Industries Ltd. mill in Lautoka. Fiji Pine (99% owned by the    
Fiji Government) owns 75% of Tropik and the Commonwealth Development Corporation
owns the remaining 25%. The Tropik sawmill has the capacity to produce 300m/3/  
per day of Caribbean Pine softwood lumber and 250,000 tons of pine wood chips   
for export. Another sawmill, the Pacific Green sawmill in Sigatoka, specializes 
in custom cutting coconut palm trees into furniture components.                 

Production of hardwood chips face a variety of competitors including Australia, 
New Zealand and Chile. In all cases Fiji has an advantage because of its soils, 
climate, land ownership and shipping distance to market. On a rotation of       
plantings Fiji is much better placed with a rotation age base of 10 years       
compared to 30 years in Australia.                                              

SALES AND MARKETING                                                             
H&P has no experience in selling, marketing or distributing any forest products.
In order to market any of its products directly, H&P must develop and propose to
acquire a substantial marketing and sales force with technical expertise and    
with supporting distribution capability through the purchase of existing        
operations. There can be no assurance that H&P will be able to build such a     
sales force or distribution capability or that its sales or marketing efforts   
will be successful. If H&P relies on third parties to market and distribute its 
products, the commercial success of such products may be outside of H&P's       
control. Moreover, there can be no assurance that the industry will accept H&P's
products, even if H&P's products prove to be superior to other comparable       
products in the marketplace.                                                    

AVAILABILITY OF CAPITAL AND PARTNERING STRATEGY                                 
Due to regulatory environment and the uncertainties involved, there can be no   
assurance that BIFPs financial resources will be sufficient to permit H&P to    
complete its business objectives. BIFP's anticipated cash resources may not be  
sufficient to commercialize the products currently under development without    
further financing, and there can be no assurance that BFIP will be able to      
obtain such further financing. There can be no assurance that BFIP will obtain  
corporate partners in the forestry industry to participate financially in the   
pre-development and/or development stage of H&P's products, nor can there be any
assurance that the amount of any such participation will be sufficient.         
Insufficient funding may require BFIP to delay or eliminate expenditures for    
research and development, testing, production and marketing of one or more of   
its proposed products. There can be no assurance that BFIP will be able to raise
additional capital if its capital resources are exhausted. If BFIP requires and 
obtains additional financing, shareholdings of investors in the Corporation may 
be diluted. There is no assurance that H&P's research and product development   
strategies will lead to commercial marketing.                                   

PRODUCT LIABILITY AND INSURANCE                                                 
H&P is subject to the inherent business risk of exposure to product liability   
claims in the event that the use of its prospective products is alleged to have 
resulted in adverse effects following commercial sale. There can be no assurance
that H&P will be able to obtain coverage at the appropriate time or at          

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economically feasible rates or that such insurance will provide adequate        
coverage against all potential claims. An inability to obtain insurance on      
economically feasible terms or otherwise to protect against potential product   
liability claims could inhibit or prevent the marketing of products developed by
H&P The obligation to pay any product liability claim or a recall of a product  
could have a material adverse effect on the business, financial condition and   
future prospects of H&P.                                                        

ADVANTAGES TO INVESTING IN FIJI                                                 
Fiji offers the following blend of advantages to investors to locate their      
investments in manufacturing and other enterprises:                             
.    Preferential access to Australian and New Zealand markets under  
SPARTECA, to European markets under Lome Agreement.         
.    Easy repatriation of capital and profits.                        
.    An adaptable, productive, industrially disciplined and English   
speaking labour force with competitive wage rates.          
.    A well-balanced package of financial and other incentive schemes 
         including a 13-year tax holiday and total freedom from import duties.
.    Good air and sea links with overseas markets.                    
.    Sophisticated telecommunication links with the rest of the world.
     .    A well-developed infrastructure, including electricity, water supplies
and internal communications.                                
.    Availability of factory land and buildings at reasonable rates.  
     .    A government which welcomes and supports local and foreign investment,
         within its overall objectives of accelerating industrial development.
.    Well-developed banking and financing institutions providing full 
ongoing financial services.                                 
  .    An illustrious list of local and foreign companies, large and small
already successfully manufacturing and operating in Fiji.   
     .    Under the Foreign Investment Act the FTIB issues business certificates
        to all new proposals within 15 days of receiving complete proposals.

The Company is a Foreign Issuer inasmuch as it does not meet any of the         
standards set in Rule 3b-4 c.2.i, ii or iii. The citizenship of the Company's   
officers and directors are as follows: three Canadians (R. McGroarty, G.E. Mara 
and D.L. Hynes) Greg Hill (Fiji) and Ewan Stoddart (Australia). The business of 
the Company is administered in Toronto, Ontario Canada.                         

The Company's financial statements appearing in this Registration Statement are 
expressed in Canadian Dollars. References to other currencies are identified as 
necessary.                                                                      

GENERAL HISTORY AND DEVELOPMENT OF BIOFOREST PACIFIC, INC. (FORMERLY CASTELLO   
CASINO CORP.)                                                                   

The Company was incorporated under the laws of the Province of British Columbia,
Canada, on July 18, 1986 as Castello Resources Ltd. It subsequently changed its 
name to Castello Business Systems Ltd. on January 21, 1993 before becoming      
Castello Casino Corp. on October 31, 1995. Also, in 1995, Articles of           
Continuance provided for the Company's continuance in the Province of Ontario,  
Canada. Articles of Amendment granted Castello provided for an increase in the  
authorized capital to 100,000,000 common shares of no par value and the         
consolidation of the common shares on the basis of four (4) pre-consolidation   
common shares for one (1) post-consolidation common share. On January 3, 2000,  
the Company changed its name to Bioforest Pacific Inc. ("BIFP") and consolidated
its common shares on the basis of fourteen (14) shares for one (1)              
post-consolidated share and increased the authorized capital to an unlimited    
number of Common shares.                                                        

The Company was formed to engage in the business of both mineral and oil and gas
exploration and development in Canada and the United States. By 1989, the       
Company abandoned its option on the mining claims held in British Columbia and  
sold its oil and gas interests in 1990.                                         

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In July 1991, the Company entered into an agreement with Minolta Corporation to 
market and distributes the Minolta Payfax machine. By Agreement dated May 3,    
1993, the Company and Minolta Corporation terminated the agreement. The         
agreement provided for payments to the Company aggregating CD$600,000 including 
the re-purchase of equipment.                                                   

In 1994, the Company entered into an agreement to purchase certain casino       
properties in Central City, Colorado, and advanced $662,510. The terms provided 
for a 4% equity interest in the project. The Company received from the Vendor,  
One Eye, LLC, GCDC Limited Partnership and their officers, members and agents,  
Jim McClay, Charles Callaway, Jon Telleen and Richard M. Greene, a convertible  
Promissory Note for $683,000 payable on demand after April 8, 1996 with interest
at 8%. The Note was convertible into an additional 6% interest in the project.  
The operator abandoned the project and the company has written off its          
investment.                                                                     

In February 1994, the Company submitted a proposal to the Ontario Government to 
establish the initial First Nation Casino on native lands in the Province of    
Ontario. The Government repudiated this participation in November 1994. The     
Company in April 2002 filed an amended statement of claim for costs against the 
Province of Ontario as well as the Ontario Casino Corporation in the amount of  
$825,000 and $10,000,000 in punitive damages. BioForest's position is that it   
was allowed participation in the process, being in compliance with the agreed to
objectives, criteria and guidelines. The company claims the Government acted in 
bad faith and abused the process by repudiating the participation of gaming     
management companies.                                                           

In November 1995, the Company entered into an agreement to acquire a 25%        
interest in a Venezuelan gaming entertainment centre. The agreement provided the
Company would provide not less than $1,618,800 for development of the project.  
The agreement provided that 80% of the operating profit would be applied to     
repayment of capital advanced by the Company.                                   

Pursuant to an agreement dated December 30, 1996, the Company acquired a further
21.85% interest in the Venezuelan project, valued at $3,033,675. The            
consideration was through the issuance of 1,091,250 units comprising one (1)    
common share and one (1) Series "A" Warrant. The Warrant entitled the holder to 
purchase one (1) common share for CDN$2.78 per share and to receive one (1)     
Series "B" Warrant. Each Series "B" Warrant entitled the holder to purchase one 
(1) common share for $3.34 per share. The warrants expired on March 21, 1998.   

The lease of the Forum Entertainment and Gaming Centre was terminated by the    
landlord as a result of a new federal law, which was enacted in Venezuela in    
July 1997, which prohibited the operation of any gaming related facilities or   
organizations without a license from the federal government. The facility       
operated by Castello had been operating under municipal license until that point
in time. The federal law superceded all local and municipal licenses and        
terminated all gaming operations in the country. As a result of the termination 
of the lease of the Company's facility in Los Teques, Venezuela and the seizure 
of its equipment by a creditor, the Company has written off its investment of   
$5,648,857 in the project.                                                      

On December 28, 2000, shareholders approved the acquisition of BFI a private    
corporation. (See page 4)                                                       

ITEM 2.    DESCRIPTION OF PROPERTY                                              

The Company maintains corporate headquarters in Toronto, Ontario, Canada. The   
space consists of 225 square feet and is leased on a monthly basis.             

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ITEM 3.    LEGAL PROCEEDINGS                                                    

On June 9, 2000, the company was also served a Statement of Claim on behalf of  
Beach Tree Trust of Nassau, a company associated with Mr. Fox, a former         
director. The Claim is an amount of US $1,135, 234 and 594,999 pre-consolidated 
shares of Castello. Beach Tree claims that various sums of money were paid to   
Castello to finance a gaming facility in Venezuela. Ross McGroarty, the Chairman
of Castello, has also been named as a defendant. Management is of the opinion   
that the claim is without merit and is defending the claim. Bioforest has       
initiated a motion for Security of Costs.                                       

In February 1994, the Company submitted a proposal to the Ontario Government to 
establish the initial First Nation Casino on native lands in the Province of    
Ontario. The Government repudiated this participation in November 1994. The     
Company (Plaintiff) filed a claim in the Ontario Court (General Division)       
against the Province of Ontario (Defendant) in June 1995 in the amount of       
$825,000 and punitive damages in the amount of $10,000,000. Castello's position 
is that it was allowed participation in the process, being in compliance with   
the agreed to objectives, criteria and guidelines. In April 2002, the claim was 
amended to include the Ontario Casino Corporation. Castello claims the          
Government acted in bad faith and abused the process by repudiating the         
participation of gaming management companies.                                   

The defendant denies that the plaintiff is entitled to the relief claimed and   
denies the allegations of the statement of claim. Examination of Discovery has  
been completed and Bioforest will make application for a trial date.            

ITEM 4.    CONTROL OF REGISTRANT                                                
BioForest Pacific, Inc. is not directly or indirectly owned or controlled by    
another corporation. To the knowledge of the directors and senior officers of   
the Company, no person or corporation beneficially owns, directly or indirectly,
or exercises control or direction over, voting shares of the company carrying   
more than 10% of the voting rights attached to any class of voting securities of
the Company except as follows:                                                  

TITLE OF CLASS   IDENTITY OF PERSON OR GROUP   AMOUNT OWNED   PERCENT OF CLASS  

Common shares    All officers and directors                                     
         As a group                     2,190,085          .052%

Ross McGroarty holds 454,962 shares and David L. Hynes holds 35,714 shares.     

The following held more than 10% as of December 31, 2002.                       
Pacific Rim Mining P/L    10,200,671    24.2%                 
Win bloom Holdings Ltd     6,000,000    14.2%                 

On the same date Mr. E. Stoddart a director held the following indirect         
interests: 50% of Consol Trading Corporation Ltd., which holds 529,400 BIFP     
common shares and 100% interest in Tavan Finance Corporation Ltd., which holds  
434,709 BIFP common shares. Also, Mr. G. Hill owns a 100% interest in Pelmy     
Limited representing 1,000,000 BIFP common shares.                              

ITEM 5.    NATURE OF TRADING MARKET                                             
The common shares are quoted on the OTC Bulletin Board. The table below         
indicates the high and low sales prices for common shares in U.S. Dollars as    
reported on the OTC Bulletin Board for each full fiscal quarter of the Company  
since the last quarter of fiscal year 2000.                                     

                             High    Low
                             ----    ---
Quarter ended December 31, 2000          0.15    0.05           
Quarter ended March 31, 2001             1.75    0.56           
Quarter ended June 30, 2001              0.75    0.53           
Quarter ended September 30, 2001         0.65    0.23           
Quarter ended December 31, 2001          0.22    0.07           
Quarter ended March 31, 2002             0.10    0.07           
Quarter ended June 30, 2002              0.08    0.03           
Quarter ended September 30, 2002         0.07    0.02           
Quarter ended December 31, 2002          0.03    0.02           
* 1-14 shares consolidation, January 3, 2001                                    

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DEMOGRAPHICS OF SHARE DISTRIBUTION                                              

On December 31, 2002, 2,128,989 of the outstanding common shares were held by   
persons with United States addresses in twenty-four (24) states. Shareholder    
distribution in countries other than the United States totaled 40,036,761common 
shares, of which 37,622,863 are restricted securities. The demographics of the  
share distribution are as follows: Australia 3,669,829; Bahamas 5,798,500;      
Bermuda 1,750,000; Canada 1,821,428; Fiji 11,481,000; Hong Kong 10,200,671;     
Ireland 2,900,363.                                                              

The Company's common stock is a penny stock as defined by Rule 3a 51-1 of the   
Securities Exchange Act 1934 and is subject to penny stock rules which impose   
additional sales practice requirements on broker-dealers who sell such          
securities to persons other than established customers and accredited investors,
generally institutions with assets in excess of $5,000,000 or individuals with  
net worth in excess of $1,000,000 or annual income exceeding $200,000 or        
$300,000 jointly with their spouse. For transactions covered by the rule, the   
broker-dealer must make a special suitability determination for the purchaser   
and transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell the Company's securities and also may affect the      
ability of purchasers of BioForest stock to sell their shares in the secondary  
market.                                                                         

ITEM 6.    EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS   

As of the date of this Registration Statement, there are no governmental laws,  
decrees or regulations in Canada that restrict the export or import of capital, 
including, but not limited to, foreign exchange controls, or that affect the    
remittance of dividends or other payments to nonresident holders of Common      
shares.                                                                         

There are no  limitations  as to the securities to be registered on the right of
non-resident  or  foreign  owners to hold or vote  such  securities  imposed  by
foreign law or by the charter or other constituent document of the registrant.  

ITEM 7.    TAXATION                                                             

The following is a summary of the Canadian federal income tax provisions        
applicable to United States corporations, citizens, and resident alien          
individuals purchasing, holding and disposing of Common shares. The discussion  
does not purport to deal with all aspects of Canadian federal taxation that may 
be relevant to shareholders, including those subject to special treatment under 
the income tax laws; however, this discussion covers all material tax           
consequences. Shareholders are advised to consult their own tax advisers        
regarding the Canadian federal income tax consequences of holding and disposing 
of the Company's Common shares, as well as any consequences arising under U.S.  
federal, state or local tax laws or tax laws of other jurisdictions outside the 
United States. The summary is based on the assumption that, for Canadian tax    
purposes, the purchasers or shareholders (I) deal at arm's length with the      
Company, (ii) are not residents of Canada, (iii) hold the Common shares as      
capital property, and (iv) do not use or hold Common shares in, or in the course
of, carrying on business in Canada (a "Non-Resident Holder").                   

Dividends paid or credited on the Common shares to a non-resident holder will be
subject to a non-resident withholding tax under the Income Tax Act (Canada) at  
the rate of 25%, although such rate may be reduced under the provisions of an   
applicable income tax treaty. For this purpose, dividends will include amounts  
paid by the Company in excess of the paid-up capital of the Common shares on    
redemption or a purchase for cancellation of such shares by the Company (other  
than purchases on the open market). Under the Canada-United States Income Tax   
Convention, 1980 (the "Tax Treaty") the rate is generally reduced to 15% for    
dividends paid to a person who is a US resident. Dividends paid to US           
corporations owning at least 10% of                                             

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the voting stock of the Company are subject to a withholding tax rate of 5%     
under the Tax Treaty as amended by the Protocol signed on March 17, 1995. Other 
applicable tax treaties may reduce the 25% Canadian tax rate for other          
Non-Resident Holders.                                                           

A Non-Resident Holder generally will not be subject to tax in Canada on capital 
gains realized from disposition of Common shares, unless such shares are        
"taxable Canadian property" within the meaning of the Income Tax Act (Canada).  
Generally, the Common shares would not be taxable Canadian property unless the  
Non-Resident Holder, together with related parties, at any time during the five 
years prior to the disposition of the Common shares owned not less than 25% of  
the issued shares of any class of the capital stock of the Company. Under the   
Treaty, a resident of the United States will not be subject to tax under the    
Income Tax Act (Canada) in respect of gains realized on the sale of Common      
shares which constitute "taxable Canadian property, provided that the value of  
the Common shares at the time of disposition is not derived principally from    
real property located in Canada. This summary is not exhaustive of all possible 
income tax considerations and shareholders and prospective purchasers are       
advised to consult with their own tax advisors with respect to their particular 
circumstances. The Canadian Tax Act on dividends to U.S. residents is a 15%     
withholding tax.                                                                

ITEM 8.    SELECTED FINANCIAL DATA                                              

The following selected historical consolidated financial data of the Company for
the five years ended December 31, 2002 has been derived from the Audited        
Financial Statements of the Company, which are expressed in Canadian currency.  
The information set forth below should be read in conjunction with Item 9 -     
Management's Discussion and Analysis of Financial Condition and Results of      
Operations, and the Consolidated Financial Statements of the Company including  
the notes thereto, included in Item 17 of this Registration Statement.          

                                                        [Enlarge/Download Table]

                                              Year Ended December 31                    

                               1998       1999         2000         2001         2002   
                                                                                        
Operating Revenue            $   8,508  $  33,231   $  38,794   $     7,021  $     0,000
Operating Loss                 123,780    349,931     351,492     1,102,213    1,258,583
Net Loss per Share                0.01       0.03        0.03          0.03         0.03
Total Assets                    34,282     12,834     808,409     1,457,895      305,711
Long-Term Obligations             None       None        None          None         None
Redeemable Preferred Shares       None       None        None          None         None
Dividends                         None       None        None          None         None

..1998                                                                          
"Income" was the gain on sale of an investment. In total "income" would be a    
better description than "revenue".                                              

1999                                                                            
"Income" was a gain on sale of an investment.                                   

2000                                                                            
"Income" was interest income on funds on deposit to finance further activities. 
Principal funding arose from the issue of a U.S.$560,000 8% convertible         
debenture due June 30, 2001.                                                    

2001                                                                            
Income resulted from interest from funds on deposit. The Company has experienced
no changes in accounting                                                        

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procedures over the last five years. There has been no change in accounting,    
business combinations or dispositions of business operations that would         
materially affect the comparability of the information reflected in the selected
financial data                                                                  

2002                                                                            
The Company received no income during the period. The Company did not experience
any changes in accounting procedures over the last five years. Advances of      
$ 984,760 to Bioforest Holdings (Fiji) Ltd., a subsidiary of Bioforest          
Investments Inc. were written off as uncollectable.                             

EXCHANGE RATE DATA                                                              
The following table discloses, for the years indicated, the high, low, end of   
year and average for year noon buying rates in New York City for cable transfers
in Canadian Dollars certified for customs purposes, by the Federal Reserve Bank 
of New York, as expressed in U.S. Dollars.                                      

                1998     1999     2000     2001     2002
High for year         1.5450   1.5465   1.5632   1.6097   1.6184      
Low for year          1.4163   1.4447   1.4378   1.5032   1.5029      
End of year           1.5422   1.4519   1.5035   1.5908   1.5776      
Average for year      1.4831   1.4849   1.5005   1.5484   1.5704      

ITEM 9.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND      
RESULTS OF OPERATIONS                                     

The following discussion and analysis of the results of operations of the       
Company should be read in conjunction with Item 8 - Selected Financial Data and 
the Financial Statements of the Company, and the notes thereto, included        
elsewhere in this Registration statement.                                       

The Company has experienced no changes in accounting procedures over the last   
five years. There has been no change in accounting, business combinations or    
dispositions of business operations that would materially affect the            
comparability of the information reflected in the selected financial data.      

The Company has suffered substantial losses in the last six-year period, wherein
the Company has experienced a write-down of assets.                             

The following is a comparative analysis of the results of operations for 2002   
vs. 2001:                                                                       

               2001           2002
             -------------   -----------
Operating revenue       $       7,021   $     0,000           
Costs and expenses          1,109,234       273,823           
Operating loss              1,102,213       273,823           
NET LOSS           $   1,102,213   $   273,823      
             =============   ===========

In 2002, the Company received no income. The operating loss of $273,283 in year 
2002 represented a decrease of $ 828,930 or 75% from the 2001 loss. The decrease
in the 2002 loss reflects the decrease in fees, travel and promotion expenses of
$ 849,322. Interest payable increased $21,148. Administration and general       
expenses increased by $1,424. The administration and general expenses included  
general costs, audit, accounting, legal fees, and transfer fees and shareholder 
information costs. These decreases reflect a reduction in business activity     
relating to the Fiji timber project and Bioforest Investment Inc.               

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LIQUIDITY                                                                       
Supplementary disclosure of non-cash investing and financial activities:        
During the 2001 year,  the Company  issued  2,063,838  shares in  settlement  of
$1,620,734 in debt to a related party,  287,256 shares in settlement of $264,183
of the convertible debenture,  2,000,000 shares for consulting,  legal and other
services  of  $917,949  and  36,723,050  shares for an  investment  in a related
company valued at $1. In 2001,  cash flow was financed by the issuance of shares
for  $2,802,858  relating to directors  options,  debt payment and a shareholder
loan of $938,216.                                                               

During 2002 there were no financings and no income.                             

The following is a comparative analysis of the changes in cash position for 2002
vs. 2001:                                                                       

                           2001           2002
                           -----------   -----------
Cash resources provided by (used in):                                           

Operating activities            $  (192,670)  $  (160,863)    
Financing activities                840,912            --     
Investing activities               (557,036)     (409,645)    
                           -----------   -----------

(Decrease)/Increase in cash     $    91,206   $  (570,508)    
                           ===========   ===========

..In 2001, financing was obtained from a shareholder loan of $938,216 and the   
issuance of shares for $2,802,858 relating to debt payment and directors        
options.                                                                        

The continuation as a going concern is dependant on the continued support from  
the Company's investors and on achieving a source of income. Management is      
pursuing other business opportunities and is confident in its ability to provide
capital to effect a successful turnaround for the Company.                      

The Company has been able, in the past, to raise funds for the acquisition,     
participation or development of business opportunities. While past ability does 
not assure future success, the Company believes that it will be able to         
re-capitalize itself. The Company maintains significant contacts in the U.S.,   
Canada, Europe and other areas with the belief that it will benefit from its    
experience in securing the required capital to ensure the continuance of the    
Company as a viable entity.                                                     

Any recently issued changes in accounting standards will have little if any     
impact on the Company's financial statements if, as and when the standards are  
adopted. This is applicable to any accounting standards issued (Canadian and    
U.S.) and their impact on the Company's financial statements.                   

The following table illustrates the financial support from investors and        
management:                                                                     

 Summary of issued share capital:                      Shares        Capital
   --------------------------------                   -----------   ------------

   Balance, December 31, 1993                           4,011,339   $  2,362,586
   Private Placement                                    1,000,000        500,000
   Exercise of stock options                              358,500        143,400
   Exercise of 1993 private placement warrants            225,000        112,500
   Exercise of 1994 private placement warrants            175,000        105,000
   Balance, December 31, 1994                           5,769,839   $  3,223,486
   Private placement                                   11,378,842      2,275,769
   Exercise of stock options                              764,000        114,600
   Exercise of stock options                              425,000         63,750
   Balance, December 31, 1996                          18,337,681   $  5,677,605
   *Balance, December 31, 1996                          4,584,420   $  5,677,605

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   Debt settlement                                        806,125        703,509
   Investment in Venezuela Casino project               1,091,250      2,991,335
   Consulting, legal and other services                 3,843,850      1,095,056
   Exercise of stock options                              500,000        110,000
   Balance, December 31, 1997 and 1998                 10,825,645   $ 10,577,605
   Consulting, legal and other services                 2,225,000        129,807
   Related party loan                                     900,000         52,506
   Balance, December 31, 1999                          13,950,645   $ 10,759,818
   Directors Options                                    1,000,000         88,620
Conversion of debenture debt to shares                                    
      Principal                                           370,370         75,175
      Accrued Interest                                     11,202          2,268
   Balance, December 31, 2000                          15,332,217   $ 10,925,881
January 8, 2001 - one new share for 14 old shares       1,095,158   $ 10,925,881
Conversion of debenture debt to shares                                    
      Principal                                           277,992        253,762
      Accrued interest                                      9,265         10,421
   Bioforest Investments Inc.                          36,723,050              1
   Related party loan                                   2,063,838      1,620,734
   Consulting, legal and other services                 2,000,000        917,940
                                                      -----------   ------------
   Balance, December 31, 2001                          42,169,302     13,728,739
                                                      ===========   ============

*(1-4 Share Consolidation)                                                      

Ross McGroarty, Chairman of the Company, is committed to financially support the
Company, within reason, until such time that the Company implements a vailable  
business plan.                                                                  

ITEM 9A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           

Not Applicable.                                                                 

ITEM 10.   DIRECTORS AND OFFICERS OF THE REGISTRANT                             

The Directors and Executive Officers of the Company as at December 31, 2002 are 
set forth below:                                                                

Name             Age   Position              Citizenship   Shares Held          
--------------   ---   -------------------   -----------   -----------          

Ross McGroarty    64   Chairman/Secretary    Canadian          454,962          
David L. Hynes    57   President, Director   Canadian           35,714          
George E. Mara    54   Director              Canadian              NIL          
Greig Hill        42   Director              Fijian                NIL*         
Ewan Stoddart     37   Director              Australian            NIL**        

Ross McGroarty has served as Chairman and Director of the Company since June    
1991. He was an officer and a director of Ontex Resources Limited from March    
1988 to September 1999 and Micromem Technologies Inc. (formerly Avanticorp      
International Inc.) from September 1987 to June 2000. Both Ontex and Micromem   
are reporting issuers.                                                          

David L. Hynes has served as President and a Director of the Company since April
2000. Mr. Hynes has been a lawyer for several years.                            

George E. Mara, a businessman, has served as a Director of the Company since    
August 2000.                                                                    

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                                                                              18

Greig Hill, the project manager of BioForest Investments Inc. has served as a   
Director of the Company since December 2000. Mr. Hill has an indirect interest  
through his 100% interest in Pelmy Limited, a Fijian company holding 1,000,000  
post-consolidated common shares.*                                               

Ewan Stoddart, a chartered accountant, has served as a Director of the Company  
since December 2000. Indirectly, Mr. E. Stoddart has an indirect interest in the
following post-consolidated shares: Consol Trading Corporation Ltd., 50%        
representing 529,400 Bioforest shares and a 100% interest in Tavan Finance      
Corporation Ltd., representing 434,709 BFI shares.**                            

There are no arrangements or understandings between any director and any other  
person pursuant to which the director was selected as a director or executive   
officer. There is no family relationship between any director or executive      
officer and any other director or executive officer.                            

 STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Corporation's Board of Directors is charged with developing and   
    monitoring the Corporation's governance practices. The following statement
reflects the corporate governance practices and policies that the     
Corporation has either adopted or it is considering adopting. The     
Corporation believes that the steps it has taken to date represent an 
 appropriate approach to corporate governance and is pleased to make the
following disclosure regarding its corporate practices.               

BOARD RESPONSIBILITIES AND COMPOSITION
The Board is responsible for the supervision of the management of the 
    Corporation and for approving the overall direction of the Corporation, in
    a manner, which is in the best interests of the Corporation. The Board has
explicitly confirmed its stewardship responsibility for reviewing and 
  approving the Corporation's strategy, and for implementing, or requiring
management to implement, procedures and systems for: (1) adopting a   
 strategic planning process; (2) communications policy; and (5) adopting
internal control and management information systems.                  

     The Board participates fully in assessing and approving strategic plans and
    prospective decisions proposed by management. To ensure that the principal
     business risks that are borne by the Corporation are appropriate, the Board
regularly monitors the financial performance of the Corporation's     
     individual units. This monitoring function often entails review and comment
     by the Board on various management reports. The Board, directly and through
   its Audit Committee, assesses the integrity of the Corporation's internal
     control and management information systems. In respect of senior management
    succession planning, the Board has been involved in identifying candidates
from within and outside the Corporation to fill senior management     
positions, as required. As a practice, the Board approves significant 
corporate communications with shareholders.                           

     There were six formal meetings of the Board last year while several matters
   of business were dealt with by telephone and by written resolution of the
  directors. Frequency of meetings, and the nature of agenda items change,
depending upon the state of the Corporation's affairs, in light of    
opportunities or risks, which the Corporation faces from time to time.

The Board is currently composed of five members. Of the current Board 
     members, Mr. Mara is considered by the board to be an "unrelated director",
    as in "free from any interest and any business or other relationship which
would, or could reasonably perceived to, materially interfere with the
director's ability to act with a view to the best interests of the    
Corporation, other than interests and relationships arising from      
    shareholding." The other four members, Messer's Hynes, McGroarty, Stoddart
and Hill are related within the meaning of the Guidelines. In deciding
    whether a particular director is or is not a "related director", the Board
examined the factual circumstances of each director.                  

   The Board believes that all of its directors made a valuable contribution
to the Corporation. A number of the directors, although not "unrelated
   directors", possess an extensive knowledge of the Corporation's business,
    which has proven to be beneficial to the Board, and their participation as
 directors contributes to the effectiveness of the Board. The Board also
     believes that the directors are sensitive to conflicts of interest and will
excuse themselves from deliberations and voting in appropriate        
circumstances.                                                        

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                                                                              19

BOARD FUNCTIONING AND INDEPENDENCE
  The Board has no formal policy with respect to which matters, other than
those required by statute, must be brought by the President of the    
    Corporation or other senior management to the Board for approval, however,
     there is a clear understanding between senior management and the Board that
all major strategic decisions including any change in the strategic   
direction of the Corporation and acquisitions and/or divestitures of a
     material nature, will be presented by management to the Board for approval.
    As part of its ongoing activity, the Board regularly receives and comments
upon reports of management as to the performances of the Corporation's
business and managements expectations and planned actions in respect  
thereto.                                                              

 Mr. Ross McGroarty is the Chairman of the Board of the Corporation; Mr.
David L. Hynes is the President of the Corporation. All directors are 
expected to exercise critical judgement at all times and the outside  
   directors have unrestricted, direct access to both Corporation executives
and the external auditor.                                             

   In order to assist the Board to discharge its responsibilities, the Board
  is committed to continuing to examine and develop the processes which it
follows in its deliberations for ensuring that the Board continues to 
fulfill its mandate.                                                  

  The Board has developed a formal position description for the President,
    which includes development of a strategic plan for the Corporation and the
     general management of all aspects and affairs of the Corporation, including
overseeing the financial management of the Corporation and the        
  Corporation's compliance with all applicable regulatory requirements. In
    addition, the Board and the President engage in regular dialogue regarding
achieving the Corporation's strategic objectives as determined by     
management and the Board.                                             

    The Board has not met without management present. If the Board believed it
 was appropriate and meaningful, it would have formalized the process by
    which the Board would meet without management and for handling the Board's
overall relationship with management.                                 

BOARD COMMITTEES
    The Board has an Audit Committee and a Compensation Committee. As and when
  required, ad hoc committees of the Board will be appointed. As the Board
     has plenary power, responsibility, which is not delegated, to management or
a Board committee remains with the Board.                             
     With respect to individual members of the Board, no situation has arisen to
   date in which an individual member of the Board has expressed an interest
   in retaining, or has actually retained, an outside advisor at the expense
of the Corporation. The Board would consider any such request by an   
individual member of the Board on its merits at the time it was made. 

 AUDIT COMMITTEE
The Audit Committee is composed of three directors, Messrs Hynes, McGroarty and 
Mara. Mr. Mara is also an outside director. The Audit Committee is responsible  
for the integrity of the Corporation's internal accounting and control systems. 
The Committee receives and reviews the financial statements of the Corporation  
and makes recommendations thereon to the Board prior to their approval by the   
full Board. The Audit Committee communicates directly with the Corporation's    
external auditors in order to discuss audit and related matters wherever        
appropriate.                                                                    

COMPENSATION COMMITTEE
The Board's Compensation Committee is composed of two directors, Messrs Hynes   
and Mara. Mr. Mara is an outside director. The Committee reviews and approves   
significant human resources policies. The Committee also develops and           
articulates the corporate compensation philosophy and reviews and approves stock
options and executive compensation, including incentive plans, compensation     
policies and changes.                                                           

NOMINATING COMMITTEE
The Board does not have a nominating committee. All members of the Board are    
encouraged to bring forward their recommendations for nominees for election     
thereto. Nominations are made after extensive discussion involving the President
and other members of the Board.                                                 

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                                                                              20

SHAREHOLDER COMMUNICATIONS
The Corporation endeavors to keep all shareholders well informed as to financial
performance of the Corporation, primarily by means of its annual and quarterly  
reports.                                                                        
With the approval of the Board, management has appointed Mr. David L. Hynes,    
President of the Corporation, and Mr. Ross McGroarty, Chairman of the           
Corporation. They are the principal individuals responsible for receiving       
shareholder enquiries and addressing shareholder concerns. While being guided by
regulatory requirements and the Corporation's policies in respect to            
confidentiality and disclosure, Messrs. Hynes and McGroarty are available for   
interviews by stakeholders, including analysts, the media and investors. They   
endeavour to respond promptly and appropriately to all such requests and/or     
inquiries.                                                                      

ITEM 11.   COMPENSATION OF DIRECTORS AND OFFICERS                               

The aggregate amount of compensation paid by the Company and its subsidiaries   
during the Company's last fiscal year to all directors and officers, as a group 
for services in all capacities was nil.                                         

ITEM 12.   OPTIONS AND WARRANTS TO PURCHASE SECURITIES FROM REGISTRANT          

NIL. There were no options exercised in 2002. At a Shareholder's Meeting on     
December 12, 2002, the approval of the creation of a new director's, senior     
officer's and key employee's incentive stock option plan was approved.          

ITEM 13.   INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS                       

During the past three years, there have been no material transactions in which  
the Company or any of its subsidiaries was a party and in which any director or 
officer of the Company had a direct or indirect material interest. During the   
last three years, no officer or director or any of their associates have been   
indebted to the Company.                                                        

PART II 

ITEM 14.   DESCRIPTION OF SECURITIES TO BE REGISTERED                           

(Not Applicable)

PART III

ITEM 15.   DEFAULTS UPON SENIOR SECURITIES                                      

None, there are no senior securities.                                           

ITEM 16.   CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED         
SECURITIES                                                

There are no changes in securities and there are no changes in security for     
registered securities.                                                          

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                                                                              21

 PART IV

ITEM 17.   FINANCIAL STATEMENTS                                                 

The financial statements are audited in accordance with auditing standards      
generally accepted in the United States of America.                             

ITEM 18.   FINANCIAL STATEMENTS                                                 

Not Applicable.                                                                 

ITEM 19.   FINANCIAL STATEMENTS AND EXHIBITS                                    

(a)  Financial Statements:                                   A - 1        
  See the Index to Financial Statements on page A-1 of the financial
     statements filed as part of this Registration Statement as Attachment
"A:" hereto for year ending: December 31, 2002 with comparative 
financial statements for 2001.                                  
Exhibits: The following exhibits are filed as part of this registration         
statement as Attachment "B" hereto.                                             
Certified Shareholder List - December 31, 2002          B - 1   

SIGNATURES                                                                      

     Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant certifies that it meets all of the  
    requirements for filing on Form 20-F and has duly caused this annual
    report to be signed on its behalf by the undersigned, thereunto duly
authorized.                                                     

BIOFOREST PACIFIC, INC.                                         

By: /s/ Ross McGroarty (signed)                                 
--------------------                                        

Ross McGroarty, Chairman                                        
Dated this 17th day of April, 2003                              

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                                                                              22

ATTACHMENT "A"

 BIOFOREST PACIFIC, INC.

 INDEX TO FINANCIAL STATEMENTS

YEAR ENDING DECEMBER 31, 2002                                         

Auditor's Report, Balance Sheets, Statements of Operation 
& Deficit, Statement of Changes in                        
       Cash Position and Notes to Financial Statements               A-1
with comparative figures.                                 

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                                                                              23

BIOFOREST PACIFIC INC.

FINANCIAL STATEMENTS

 DECEMBER 31, 2002

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                                                                              24

INDEPENDENT AUDITOR'S REPORT

To the shareholders,                                                            
Bioforest Pacific Inc.                                                          

   I have audited the balance sheets of Bioforest Pacific Inc. (an
Ontario, Canada corporation) as at December 31, 2002 and 2001 and the statements
of operations and deficit and cash flows for the years then ended. These        
financial statements are the responsibility of the Company's management. My     
responsibility is to express an opinion on these financial statements based on  
my audits.                                                                      

         I conducted my audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that I plan   
and perform an audit to obtain reasonable assurance 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. I believe that my audit provides a reasonable 
basis for my opinion.                                                           

       In my opinion, these financial statements referred to above present
fairly, in all material respects, the financial position of Bioforest Pacific   
Inc. as at December 31, 2002 and 2001 and the results of its operations and cash
flows for the years then ended in accordance with accounting principles         
generally accepted in the United States of America.                             

Toronto, Canada                                                                 
March 12, 2003.                                            John E. Goodwin      

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                                                                              25

BIOFOREST PACIFIC INC.

BALANCE SHEETS

                                                December 31,
                                               2002             2001

Current assets                                                                  
   Cash                                       $        66,844   $      637,352
   Accounts receivable                                  1,845            7,202
                                              ---------------   --------------
                                                       68,689          644,554
Investments (note 2)                                   233,808                - 

Investment in related company                                                   
   Acquisition cost                                         1                1
   Advances (note 8)                                        -          813,340

Capital assets (note 3)                                  3,213                - 
                                              ---------------   --------------
                                              $       305,711   $    1,457,895
                                              ===============   ==============

LIABILITIES 

Current liabilities                                                             
   Accounts payable                           $         4,200   $       16,182
   Convertible debenture (note 4)                   1,015,556          938,216
   Convertible debenture (note 5)                     617,746          576,705
                                              ---------------   --------------
                                                    1,637,502        1,531,103
                                              ---------------   --------------

CAPITAL DEFICIENCY

Share capital (note 6)                                                          
Authorized                                                              
Unlimited number of common shares                                 
Issued                                                                  
      42,169,302 shares                            13,728,739       13,728,739
Deficit                                            (15,060,530)     (13,801,947)
                                              ---------------   --------------
                                                    (1,331,791)         (73,208)
                                              ---------------   --------------
                                              $       305,711   $    1,457,895
                                              ===============   ==============

Approved by the Board: David L. Hynes, Director (signed)                        

Ross McGroarty, Director (signed)                                               

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                                                                              26

BIOFOREST PACIFIC INC.

STATEMENTS OF OPERATIONS AND DEFICIT

                                                                [Download Table]

                                                      Years ended          
                                                      December 31,         
                                                 2002             2001     
                                                                           
Revenue                                                                    
    Interest                               $             -   $        7,021
                                           ---------------   --------------
Costs and expenses                                                         
    Administration and general                     105,383          103,959
    Legal fees                                      47,529           57,394
    Consulting fees, travel and promotion            1,281          850,603
    Amortization of capital assets                   1,204                -
    Interest                                       118,426           97,278
                                           ---------------   --------------
                                                   273,823        1,109,234
                                           ---------------   --------------
Operating loss                                     273,823        1,102,213
Advances to a related company written off          984,760                -
                                           ---------------   --------------
Net loss                                         1,258,583        1,102,213
Deficit, beginning of the year                  13,801,947       12,699,734
                                           ---------------   --------------
Deficit, end of the year                   $    15,060,530   $   13,801,947
                                           ===============   ==============
Net loss per share                         $          0.03   $         0.03
                                           ===============   ==============

BIOFOREST PACIFIC INC.

STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                               Years ended            
                                                               December 31,           
                                                         2002               2001      
                                                                                      
Cash resources provided by (used in)                                                  
    Operating activities                                                              
        Operating loss                              $      (273,823)   $   (1,102,213)
        Items not involving cash                                                      
            Amortization                                      1,204                 - 
            Expenses settled by issue of shares                   -           917,940 
                                                    ---------------    -------------- 
                                                           (272,619)         (184,273)
    Change in non-cash working capital balances                                       
        (Increase) decrease in accounts receivable            5,357            (1,243)
        Decrease in accounts payable                        (11,982)         (114,711)
        Increase in convertible debentures                  118,381            81,147 
        Increase in related party loan                            -            26,410 
                                                    ---------------    -------------- 
                                                           (160,863)         (192,670)
                                                    ---------------    -------------- 
    Financing activities                                                              
        Demand notes                                              -           914,906 
        Director loans repaid                                     -           (73,994)
                                                    ---------------    -------------- 
                                                                  -           840,912 
                                                    ---------------    -------------- 

    Investing activities                                                              
        Investments                                        (233,808)                - 
        Capital assets                                       (4,417)                - 
        Advances to a related company                      (171,420)         (557,036)
                                                    ---------------    -------------- 
                                                           (409,645)         (557,036)
                                                    ---------------    -------------- 
Increase (decrease) in cash                                (570,508)           91,206 
Cash, beginning of the year                                 637,352           546,146 
                                                    ---------------    -------------- 
Cash, end of the year                               $        66,844    $      637,352 
                                                    ===============    ============== 

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                                                                              27

Supplementary disclosure of non-cash investing and financing activities:        

     .    During  the  2001  year,  the  Company  issued   2,063,838  shares  in
          settlement of $1,620,734 in debt to a related party, 287,256 shares in
          settlement of $264,183 of the convertible debenture,  2,000,000 shares
          for  consulting,  legal and other  services of $917,940 and 36,723,050
shares for an investment in a related company valued at $1. 

BIOFOREST PACIFIC INC.

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2002

1.   Accounting policies                                                        

a)   The financial statements have been prepared in accordance with   
        generally accepted accounting principles in Canada as promulgated by
The Canadian Institute of Chartered Accountants.            

b)   These financial statements have been prepared on the basis of    
     generally accepted accounting principles as applicable to a going
          concern. The Company has suffered substantial losses. The continuation
     as a going concern is dependent on the continued support from the
Company's investors and on achieving a source of income.    

2.   Investments                                                                

   At December 31, 2002, the Company holds 635,500 shares of Ontex Resources
Limited, a Canadian public company. The investment is carried at cost.

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                                                                              28

3.   Capital assets                                                             

                                                    Accumulated       Carrying
                                      Cost        Amortization       Value
        Computer equipment           $      3,640    $      1,049    $     2,591
        Office equipment                      777             155            622
                                     ------------    ------------    -----------
                                     $      4,417    $      1,204    $     3,213
                                     ============    ============    ===========

Amortization is provided as follows:                                  

        Computer equipment - 30% declining balance
        Office equipment   - 20% declining balance

4.   Convertible debenture                                                      

    As of January 15, 2002, demand notes dated September 6, 2001 and September
10, 2001 were replaced by an 8% convertible debenture in the amount of
 U.S.$579,495 (Cdn$914,906) due on January 31, 2004. Accrued interest of
$100,650 (2001 - $23,310) is owing on the debenture.                  

5.   Convertible debenture                                                      

     The 8% convertible debenture issued on May 7, 2000 and due on June 30, 2001
     was reduced in 2001 to U.S.$342,000 (Cdn$513,023) by the conversion of debt
  to shares of the Company's capital. Accrued interest of $104,723 (2001 -
$63,682) is owing on the debenture.                                   

BIOFOREST PACIFIC INC.

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2002

6.   Issued share capital                                                       

a)   Summary of issued share capital:                                 

                                                                [Download Table]

                                                     Shares       Capital   
                                                                            
Balance, December 31, 2000                         15,332,217  $  10,925,881
                                                   ----------  -------------
January 8, 2001 - one new share for 14 old shares   1,095,158     10,925,881
Conversion of debenture debt to shares                                      
    Principal                                         276,075        253,762
    Accrued interest                                   11,181         10,421
Bioforest Investments Inc.                         36,723,050              1
Settlement of related party loan                    2,063,838      1,620,734
Consulting, legal and other services                2,000,000        917,940
                                                   ----------  -------------
Balance, December 31, 2001 and 2002                42,169,302  $  13,728,739
                                                   ==========  =============

    b)   Options outstanding to Directors and Officers on a total of 1,900,000
shares at U.S. $0.04 per share                                        

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                                                                              29

 pre-consolidation (U.S.$0.56 - post consolidation) expired on
December 28, 2002.                                          

7.   Contingent liability                                                       

     An action has been filed against the Company by Beach Tree Trust of Nassau,
 Bahamas, a Company related to a former director, for U.S.$1,135,254 and
594,999 shares of the Company's shares with respect to the Company's  
Venezuela operations. Management is of the opinion that the claim is  
   without merit and is defending the claim. Any loss which might occur as a
   result of these proceedings would be charged against earnings in the year
incurred.                                                             

8.   Related party transactions                                                 

 Advances of $984,760 to Bioforest Holdings (Fiji) Ltd., a subsidiary of
Bioforest Investments Inc. were written off as uncollectable.         

9.   Income tax information                                                     

     The Company estimates that it has a total of $119,000 of various classes of
 resource deductions available for carryforward to apply against taxable
income of future taxation years.                                      

     Non capital losses of $5,119,000 expire over the years to 2009. The Company
also has capital losses of $8,144,000.                                

10.  Financial instruments                                                      

          The carrying value of cash, accounts receivable, accounts payable, and
     the convertible debentures reflected in the balance sheet approximate their
respective fair values. The fair value of investments is assumed to   
approximate the carrying value.                                       

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                                                                              30

ATTACHMENT "B"

 BIOFOREST PACIFIC, INC.

EXHIBITS                                                              

Certified Shareholder List - December 31, 2002                   B-1  

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                                                                              31

ATTACHMENT "B"                                                                  

                                                        [Enlarge/Download Table]

Shareholder Name                                           Address 1                     Address 2                       
                                                                                                                         
AGAMETE GROUP LTD                                          181 UNIVERSITY AVE            SUITE 2200                      
PATRICK ALLEN & MARIE COSTA JTWROS                         13 W CREST DR                                                 
BRYAN ARMSTRONG                                            2717 MUNSTER BLVD                                             
ARRUNDI PTY LTD                                            209 DEEPWATER LTD                                             
ARTMIS PACIFIC LIMITED                                     81 MOALA ST                                                   
AUROCHS LIMITED                                            14 PAR- LA -VIELLE PLACE                                      
COREY AZZALINO                                             LOT 5 CONCESSION #8                                           
DANIELLE AZZALINO                                          LOT 5 CONCESSION #8                                           
FRAN AZZALINO                                              LOT 5 CONCESSION #8                                           
JULIE AZZALINO                                             LOT 5 CONCESSION #8 14TH AVE                                  
JEREMY AZZALINO                                            LOT 5 CONCESSION #8                                           
WILLIAM AZZALINO                                           LOT 5 CONCESSION #8 14TH AVE                                  
JOHN WALKER BAILEY                                         81 MOALA ST                                                   
CHRISTOPHER J BALSER                                       1404 HIGH AVE                                                 
BARNES/TAKATA/SAKAMOTO PARTNERSHIP C/O DAVID BARNES        18 HARPER CROFT                                               
CHRIS BEAR                                                 116 CHAPLIN CRES                                              
JOHN T BEARD                                               PO BOX 1129                                                   
BELVEDERE INVESTMENTS C/O JEROME E PYFROM & CO             CHARLOTTE HOUSE 2ND FLOOR                                     
EDWARD A BEREZUK                                           6-1926 35 STREET SW                                           
BERON TRADING LIMITED C/O JEROME E PYFROM & CO             CHARLOTTE HOUSE 2ND FLOOR     PO BOX N 3950                   
MIMI BIEDA CUST LEVI BIEDA UNDER THE FL UNIF TRAN MIN ACT  5555 COLLINS AVE APT 12T                                      
GEOFFREY L BOONE                                           11 WEDGEFIELD DRIVE                                           
ERIT BOROD                                                 3333 JEAN TALON W                                             
LAYAH BOROD                                                3333 JEAN TALON W                                             
MANNY BOROD                                                3333 JEAN TALON W                                             
SAM BOROD                                                  3333 JEAN TALON W                                             
NANCY BRETT                                                95 TOWNLEY CRES                                               
ADAM BUTTIVANT                                             4 HALLOW CRES                                                 
LEE CAMPBELL                                               6613 BERTRAND AVE                                             
GINO J CARLEO                                              114 W 7TH                                                     
COLIN CARROLL                                              197 LONDON RD W                                               
JUNE CARROLL                                               197 LONDON RD W                                               
SARAH CARROLL                                              197 LONDON RD W                                               
CEDE & CO                                                  PO BOX 20 BOWLING GREEN STN                                   
ALBERT CIARDI & ROBERTA CIARDI JT TEN                      658 MALIN ROAD                                                
PETER B CLARK                                              14-240 SAND KEY ESTATES DR                                    
C DAVID COATS                                              5156 NE 54TH ST               SEATTLE WA                      
HUGH V COCHRANE                                            103 SILVER CREEK LN                                           
COHEN BRAME & SMITH                                        1700 LINCOLN ST STE 1800                                      
COLUM CILLE FOUNDATION                                     50-52 PEMBROKE RD                                             
CONSOL TRADING CORPORATION LTD                             LEVEL 11 CAVILL AVE                                           
CAROLINE COOPER                                            50 EDENBROOK HILL                                             
DONNA COOPER                                               8 LANGLEY PL                                                  
DAVID COOPER                                               8 LANGLEY PL                                                  
GORDON COOPER                                              50 EDENBROOK HILL                                             
JENNIFER COOPER                                            50 EDENBROOK HILL                                             
KEVIN COOPER                                               8 LANGLEY PL                                                  
MYRTLE COOPER                                              4 TWYFORD RD                                                  
RICHARD COOPER                                             400 BRUNER ROAD                                               
CORBIN ENTERPRISES LIMITED                                 81 MOALA ST                                                   
ROSS COREY                                                 81 MOALA ST                                                   
CREATIVE GAMING CONSULTANTS INC                            412 LOMA DRIVE                                                
CREATIVE GAMING                                            932 BURKE STREET                                              
STAN DARLING INSURANCE INC                                 BOX 540                                                       
SHIRLEY I DAWSON                                           1004 LAWRENCE AVENUE EAST     101 DON MILLS ONTARIO           


Shareholder Name                                           City                          State      Zip Code      Shares 
                                                                                                                         
AGAMETE GROUP LTD                                          TORONTO ONTARIO               CAN        M5H 3M7        202778
PATRICK ALLEN & MARIE COSTA JTWROS                         CLIFTON PARK                  NY         12065-2719        150
BRYAN ARMSTRONG                                            MERAUX                        LA                70075        9
ARRUNDI PTY LTD                                            CASTLE HILL SYDNEY            AUS                      1181704
ARTMIS PACIFIC LIMITED                                     SAMABULA SUVA                 FIJ                      1000000
AUROCHS LIMITED                                            HAMILTON                      BER        HMJX           100000
COREY AZZALINO                                             14TH AVE MARKHAM ON           CAN        L3P 3J3             2
DANIELLE AZZALINO                                          14TH AVE MARKHAM ON           CAN        L3P 3J3             2
FRAN AZZALINO                                              14TH AVE MARKHAM ON           CAN        L3P 3J3             2
JULIE AZZALINO                                             MARKHAM ON                    CAN        L3P 3J3             2
JEREMY AZZALINO                                            14TH AVE MARKHAM ON           CAN        L3P 3J3             2
WILLIAM AZZALINO                                           MARKHAM ON                    CAN        L3P 3J3             2
JOHN-WALKER BAILEY                                         SAMABULA SUVA                 FIJ                       200000
CHRISTOPHER J BALSER                                       METAIRIE                      LA                70001        5
BARNES/TAKATA/SAKAMOTO PARTNERSHIP C/O DAVID BARNES        UNIONVILLE ON                 CAN        L3R 6K9            95
CHRIS BEAR                                                 TORONTO ON                    CAN        M5P 1A7             2
JOHN T BEARD                                               SAGAMORE BEACH                MA                 2562      179
BELVEDERE INVESTMENTS C/O JEROME E PYFROM & CO             NASSAU                        BAH                       469100
EDWARD A BEREZUK                                           CALGARY AB                               T3E2X3           7142
BERON TRADING LIMITED C/O JEROME E PYFROM & CO             NASSAU                        BAH                      3029400
MIMI BIEDA CUST LEVI BIEDA UNDER THE FL UNIF TRAN MIN ACT  MIAMI BEACH                   FL         33140-2544         14
GEOFFREY L BOONE                                           HILTON HEAD ISLAND            SC         29926-2242          4
ERIT BOROD                                                 MOUNT ROYAL QUE               CAN        H3R 2E8             2
LAYAH BOROD                                                MOUNT ROYAL QUE               CAN        H3R 2E8             2
MANNY BOROD                                                MOUNT ROYAL QUE               CAN        H3R 2E8             2
SAM BOROD                                                  MOUNT ROYAL QUE               CAN        H3R 2E8             2
NANCY BRETT                                                BRAMPTON ON                   CAN        L6Z 4T1             2
ADAM BUTTIVANT                                             REXDALE ON                    CAN        M9W 2V9             2
LEE CAMPBELL                                               RESEDA                        CA                91335        7
GINO J CARLEO                                              PUEBLO                        CO                81003       18
COLIN CARROLL                                              GUELPH ONT                    CAN        N1H 2C5             2
JUNE CARROLL                                               GUELPH ONT                    CAN        N1H 2C5             2
SARAH CARROLL                                              GUELPH ONT                    CAN        N1H 2C5             2
CEDE & CO                                                  NEW YORK                      NY                10274  2537866
ALBERT CIARDI & ROBERTA CIARDI JT TEN                      NEWTOWN SQUARE                PA                19073        9
PETER B CLARK                                              CLEARWATER                    FL                34630      305
C DAVID COATS                                              98105-2815                    **                            36
HUGH V COCHRANE                                            NORWALK                       CT         06860-0001         18
COHEN BRAME & SMITH                                        DENVER                        CO                80203      357
COLUM CILLE FOUNDATION                                     DUBLIN 4                      IRE        FOR           2478670
CONSOL TRADING CORPORATION LTD                             SURFERS PARADISE              AUS        QLD4217        529400
CAROLINE COOPER                                            ISLINGTON ON                  CAN        M9A 3Z9             2
DONNA COOPER                                               BRAMALEA BRAMPTON ON          CAN        L6S 3Z9             2
DAVID COOPER                                               BRAMALEA BRAMPTON ON          CAN        L6S 3Z9             2
GORDON COOPER                                              ISLINGTON ON                  CAN        M9A 3Z9             2
JENNIFER COOPER                                            ISLINGTON ON                  CAN        M9A 3Z9             2
KEVIN COOPER                                               BRAMALEA BRAMPTON ON          CAN        L6S 3Z9             2
MYRTLE COOPER                                              ISLINGTON ON                  CAN        M9A 1V7             2
RICHARD COOPER                                             MISSISSAUGA ONTARIO           CAN        L4Z2CZ              2
CORBIN ENTERPRISES LIMITED                                 SAMABULA SUVA                 FIJ                       800000
ROSS COREY                                                 SAMABULA SUVA                 FIJ                       100000
CREATIVE GAMING CONSULTANTS INC                            FLORENCE                      CO                81226     4059
CREATIVE GAMING                                            WINSTON SALEM                 NC                27101     2232
STAN DARLING INSURANCE INC                                 BURKS FALLS ON                CAN        P0A 1C0            21
SHIRLEY I DAWSON                                           CANADA                                   M3C1R5            357

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Shareholder Name                                            Address 1                        Address 2                          
                                                                                                                                
EDWARD DEBOLT                                               15824 BAYVIEW BLVD                                                  
DAISY DIAZ                                                  141 HAMILTON AVE                                                    
DIR INTERNATIONAL                                           PO BOX N10852                    2 FLAMINGO CT                      
WILLIAM DRUMM III                                           C/O WHITNEY NATIONAL BANK        228 ST CHARLES AVENUE              
EVELYN DUNN                                                 47 LILLOOET CRES                                                    
LARRY DUNN                                                  47 LILLOOET CRES                                                    
EL TORO INVESTMENTS LTD C/O JEROME E PYFROM & CO            CHARLOTTE HOUSE 2ND FLOOR        PO BOX N 3950                      
EPHESUS INVESTMENTS                                         81 MOALA ST                                                         
ROBERT A FINK                                               1608 MISSOURI AVENUE                                                
FINLAY AUSTRALIA PTY LTD                                    81 MOALA ST                                                         
RONALD M FONTAINE JR & JOSETTE M FONTAINE JT TEN            2208 PINNACLE DR                                                    
JERRY A FORTENBERRY & JANIS DALE FORTENBERRY JT TEN         BOX 308                                                             
RICHARD A FOX                                               SUITE 215                        2185 N CALIFORNIA BLVD             
JOSEPH FOX                                                  305 MEADOWLARK RD                                                   
STEVEN R FOX                                                C/O LASORDA GROUP INC            249 EAST OCEAN BLVD SUITE 800      
ANDREW M FREMUTH                                            9073 ACADEMY VIEW CT                                                
IAN GALLACHER                                               16 ROVERDALE COURT                                                  
BRUCE GASKIN                                                423 JANE AVE                                                        
GLENDALE SECURITIES INC                                     THE EXCHANGE TOWER                                                  
GLENDALE SECURITIES INC                                     2 FIRST CDN PLACE                                                   
FREDERIC GONZALES JR                                        6004 CHATEAU LOIRI CIRCLE                                           
CYNTHIA GOODCHILD                                           155 WORTH AVE                                                       
DEANNA GOODCHILD                                            155 WORTH AVE                                                       
SANDRA GOODCHILD                                            155 WORTH AVE                                                       
KEVIN GRAHAM                                                115 CHAPLIN CRES                                                    
CAROLYN GREATHOUSE                                          6628 MARIPOSA                    EL PASO TX                         
GREIG HILL IN TRUST                                         BIOFOREST PACIFIC INC            150 YORK ST SUITE 302              
GROVER INVESTMENTS PTY LTD                                  81 MOALA ST                                                         
EDWARD J HALL JR & ANDREA L HALL JTTEN                      8837 MORRISON COURT                                                 
DANIEL C HARDIE                                             422 MOUNTSBERG ROAD R R #2                                          
HECTOR M CHISHOLM & CO LIMITED                              C/O MCDERMID ST LAWRENCE                                            
LEONARD HJ HUNDSCHEID                                       CAUMERSTR 80                                                        
DAVID L HYNES                                               C/O CASTELLO CASINO CORP         302-150 YORK ST                    
TONY IANNE                                                  4800 INDIGO COURT                                                   
JOE IMBESI                                                  2520 MARYLAND AVE                                                   
JOE IMBESI & DENIS IMBESI & CLAIRE MORRISON JT TEN          2520 MARYLAND AVE                                                   
KIRK ISENHOWER                                              LADYHAWK FARM                    HWY 316 BOX 1288                   
STANLEY J JANKOWSKI & PHYLLIS D JANKOWSKI JTWROS            13 EVERETT AVE                                                      
GEORGE M JERKOWSKI                                          RTE 1 BOX 24 A                                                      
JOSEPH M JERKOWSKI LISA R JERKOWSKI JTWROS                  5 TALL OAKS DRIVE                                                   
WILLIS JUNG                                                 5183 MELBOURNE ST UNIT 405       VANCOUVER B C                      
MARCUS KEITH                                                RTS 4 BOX 5154                                                      
STEPHEN KILBY & LUCELENIA KILBY JTWROS                      701 SW 189TH TER                                                    
KJ INVESTMENTS C/O JEROME E PYFROM & CO                     CHARLOTTE HOUSE 2ND FLOOR        PO BOX N 3950                      
CALVIN J LAICHE                                             913 NEYREY DR                                                       
ANTHONY C LAMM                                              3228 SUGAR MILL RD               KENNER LA                          
F BRUCE LAUER                                               3246 COUNTRY ROAD #102                                              
GERALD LEBRETON                                             711 HOMESTEAD AVE                                                   
WILLIAM LEDOUX                                              26 ELM ST                                                           
CHARLES R LINDSTROM                                         3815 NORTH MULFORD ROAD                                             
CARRIE BRIGHT LIST & JOSEPH ROBERT LIST JTWROS              5653 E IRLO BRONSON HWY                                             
YUSEN LIU                                                   10705 CARDINGTON WAY                                                
JOHN W MACDONALD                                            12 COLONNADE RD                                                     
MARILYN MACDONALD                                           12 COLONNADE RD                                                     
MARILYN L MACDONALD                                         12 COLONNADE RD                                                     
IRVING MANDELL TTEE MANDELL FAMILY TRUST UA DTD 10/25/1994  15316 PINE ORCHARD DR APT 2C                                        
GEO E MARA JR                                               44 PARK LN CIR                                                      
ERIC MASTEN & HEIDI MASTEN JTTEN                            1220 WEIMER RD                                                      


Shareholder Name                                            City                             State      Zip Code         Shares 
                                                                                                                                
EDWARD DEBOLT                                               GRABILL                          IN                46741          89
DAISY DIAZ                                                  ELMWOOD PARK                     NJ                 7407          43
DIR INTERNATIONAL                                           PARADISE ISLAND NASSAU           BAH                          100000
WILLIAM DRUMM III                                           NEW ORLEANS                      LA                70130          27
EVELYN DUNN                                                 RICHMOND HILL ON                 CAN        L4C 5A6                2
LARRY DUNN                                                  RICHMOND HILL ON                 CAN        L4C 5A6                2
EL TORO INVESTMENTS LTD C/O JEROME E PYFROM & CO            NASSAU                           BAH                         2000000
EPHESUS INVESTMENTS                                         SAMABULA SUVA                    FIJ                          100000
ROBERT A FINK                                               KENNER                           LA                70062          20
FINLAY AUSTRALIA PTY LTD                                    SAMABULA SUVA                    FIJ                          200000
RONALD M FONTAINE JR & JOSETTE M FONTAINE JT TEN            UTICA                            NY         13501-4218            86
JERRY A FORTENBERRY & JANIS DALE FORTENBERRY JT TEN         COLUMBIA                         MS         39429-0308            18
RICHARD A FOX                                               WALNUT CREEK                     CA                94596         109
JOSEPH FOX                                                  FLORENCE                         CO                81226        3214
STEVEN R FOX                                                LONG BEACH                       CA                90802       20438
ANDREW M FREMUTH                                            DAYTON                           OH         45458-9657           107
IAN GALLACHER                                               UNIONVILLE MARKHAM ON            CAN        L3R 7K7              179
BRUCE GASKIN                                                OSHAWA ON                        CAN        L1J 3L6                2
GLENDALE SECURITIES INC                                     BOX 56 130 KING ST W SUITE 720                                      
                                                            TORONTO ON                       CAN        M5X 1B1             2500
GLENDALE SECURITIES INC                                     EXCHANGE TOWER SUITE 720 BOX 56                                     
                                                            TORONTO ON                       CAN        M5X 1B1             1786
FREDERIC GONZALES JR                                        MANDEVILLE                       LA                70448          84
CYNTHIA GOODCHILD                                           PALM BEACH                       FL         33480-4406             2
DEANNA GOODCHILD                                            PALM BEACH                       FL         33480-4406             2
SANDRA GOODCHILD                                            PALM BEACH                       FL         33480-4406             2
KEVIN GRAHAM                                                TORONTO ON                       CAN        M5P 1A7                2
CAROLYN GREATHOUSE                                          USA 79912                        **                              277
GREIG HILL IN TRUST                                         TORONTO                          CAN        M5H3S5           1750000
GROVER INVESTMENTS PTY LTD                                  SAMABULA SUVA                    FIJ                         1936000
EDWARD J HALL JR & ANDREA L HALL JTTEN                      BLOOMINGTON                      IN                47401          71
DANIEL C HARDIE                                             CAMPBELLVILLE ONTARIO            CAN        L0P 1B0           400000
HECTOR M CHISHOLM & CO LIMITED                              7 KING STREET E 2200 PH                                             
                                                            TORONTO ON                       CAN        M5C 1A2               14
LEONARD HJ HUNDSCHEID                                       6467 G M                         KERKRADE   HOLLAND             1785
DAVID L HYNES                                               TORONTO ONTARIO                  CAN        M5H355             35714
TONY IANNE                                                  PUEBLO                           CO         81001-1055            18
JOE IMBESI                                                  BALTIMORE                        MD         21218-4510           581
JOE IMBESI & DENIS IMBESI & CLAIRE MORRISON JT TEN          BALTIMORE                        MD         21218-4510            54
KIRK ISENHOWER                                              FT MCCOY                         FL                32637          18
STANLEY J JANKOWSKI & PHYLLIS D JANKOWSKI JTWROS            CLAYMONT                         DE         19703-2711            29
GEORGE M JERKOWSKI                                          TILLSON                          NY         12486-9716            15
JOSEPH M JERKOWSKI LISA R JERKOWSKI JTWROS                  TILLSON                          NY         12486-9717            10
WILLIS JUNG                                                 CANADA                                      V5R6E6                71
MARCUS KEITH                                                ATHENS                           TX                75751           9
STEPHEN KILBY & LUCELENIA KILBY JTWROS                      PMBK PINES                       FL         33029-6067           251
KJ INVESTMENTS C/O JEROME E PYFROM & CO                     NASSAU                           BAH                          200000
CALVIN J LAICHE                                             METAIRIE                         LA                70001        3214
ANTHONY C LAMM                                              USA 70065                        **                                4
F BRUCE LAUER                                               SAFETY HARBOR                    FL                34695          63
GERALD LEBRETON                                             METAIRIE                         LA                70005           5
WILLIAM LEDOUX                                              TILLSON                          NY         12486-1511            18
CHARLES R LINDSTROM                                         ROCKFORD                         ILLINOIS          61111          18
CARRIE BRIGHT LIST & JOSEPH ROBERT LIST JTWROS              ST CLOUD                         FL                34771         463
YUSEN LIU                                                   COCKEYSVILLE                     MD                21030          36
JOHN W MACDONALD                                            WILLOWDALE ON                    CAN        M2K 2L5                2
MARILYN MACDONALD                                           WILLOWDALE ON                    CAN        M2K 2L5               84
MARILYN L MACDONALD                                         WILLOWDALE ON                    CAN        M2K 2L5               27
IRVING MANDELL TTEE MANDELL FAMILY TRUST UA DTD 10/25/1994  SILVER SPRING                    MD         20906-1336             5
GEO E MARA JR                                               NORTH YORK                       ONT                               2
ERIC MASTEN & HEIDI MASTEN JTTEN                            BLOOMINGTON                      IN                47401         143

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Shareholder Name                                            Address 1                    Address 2                         
                                                                                                                           
HEIDI MASTEN & ERIC MASTEN JT TEN                           1221 WEIMER RD                                                 
C BLASE MCCARTY                                             2508 NASHVILLE AVE                                             
ARTHUR MCCARTHY & MARY G MCCARTHY JTWROS                    23 OAK STREET                                                  
MCDERMID ST LAWRENCE SECURITIES LTD                         BOX 90                                                         
DEBRA MCDONALD                                              12 COLONNADE RD                                                
JOHN A MCDONALD                                             12 COLONNADE RD                                                
ELIZABETH MCGROARTY                                         35 LOWER VILLAGE GATE                                          
JEFFREY MCGROARTY                                           145 CRESCENT RD                                                
PAUL J MCGROARTY                                            3215 MIDLAND ROAD                                              
RICHARD MCGROARTY                                           145 CRESCENT RD                                                
ROSS J MCGROARTY                                            181 UNIVERSITY AVE           SUITE 2200                        
SUZANNE MCGROARTY                                           3215 MIDLAND RD                                                
STEPHEN MCGROARTY                                           145 CRESCENT RD                                                
GREGORY MCGROARTY                                           50-52 PEMBROKE ROAD                                            
ROSS MCGROARTY                                              181 UNIVERSITY AVENUE        SUITE 2200                        
DENISE MARIE MCKENNY                                        12516 S BROUGHAM DRIVE                                         
MIKE MCMAHON                                                917 CHAPEL HILL                                                
BARRY MEIER                                                 82 140 KENT ST                                                 
PRISCILLA S W MI                                            58 GRAMPIAN ROAD 1/F         KOWLOON                           
FRANK MOBLEY                                                2916 NEYREY DR                                                 
MOHAWK MANAGEMENT LIMITED                                   14 PAR- LA- VIELLE PLACE     AURTHUR JONES                     
BERNECE MORELLI                                             118 W 4TH ST                                                   
MOROVO INVESTMENTS LTD                                      LEVEL 11 50 CAVILL AVE                                         
OWEN H NICKERSON & DONNA L NICKERSON JT TEN                 2221 SE TALTON AVE                                             
MATHEW NING & MONICA NING TTEE NING SUPERANNUATION FUND     2 CLAUDE ST                                                    
RITA NITSCHKE                                               114 CENTRAL LANE                                               
EDWARD C NORMAN                                             1209 WASHINGTON AVE                                            
ANTHONY THOMAS NORTHCOTE                                    81 MOALA ST                                                    
OCEAN MARKETING CORP                                        2901 HILL STREET                                               
JOSEPH D OLIVO                                              2167 WESTMINSTER             CLEVELAND HEIGHTS OH              
OSCAR CHESS PTY LTD                                         2 WILLOWIE RD                                                  
JOE V OVERCASH                                              1020 BROOKSTOWN AVE UNIT 14                                    
TOMMY OWEN                                                  2021 CENTERPOINT RD                                            
GAIL A OWENS                                                7131 KING AUTHUR DR          PORT RICHEY FL                    
PACIFIC RIM MINING LTD C/O PROFFESIONAL CORPORATE SERVICES  1523 PRINCES BLDG                                              
PACIFIC TIMBER INDUSTRIES PTY LTD                           LEVEL 11 50 CAVILL AVENUE                                      
ANTHONY J PARILLE                                           214 FOREST TRAIL DRIVE                                         
DAVID PATHE                                                 20 PRINCE ARTHUR AVENUE 8H                                     
ANTHONY PEACHEY TTEE PEACHEY SUPERANNUATION FUND            12 HILLIYUP STREET                                             
PELMY LIMITED                                               81 MOALA ST                                                    
ROGER D PERRY                                               712 SHERWOOD HILLS                                             
SIGURDUR G PETURSSON                                        2169 LINBY ST                                                  
TODD STANLEY PIERCE                                         PO BOX 23586                 PAPATOETOE AUCKLAND               
CHRISTOPHER M PISCIOTTA                                     100 SHETLAND DR                                                
BUTLER POWELL JR                                            318 LAKE MARINA DR           #307 NEW ORLEANS LA               
FRANCO PROFETA                                              ST TRUIDERSTRAAT 51          3700 TONGEREN                     
SALVATORE PROFETA                                           ST TRUIDERSTEEENWEG 126      3700 TONGEREN                     
PYRAMID HOLDING INC                                         C/O AMBER CAPITAL CORP       490 N CAUSEWAY                    
JAMES A RANSWEILER & DOROTHY J RANSWEILER JTWROS            4301 SHAENANDOAH                                               
REXCO                                                       900-609 GRANVILLE STREET     BOX 10341 PACIFIC CENTRE          
                                                                                         VANCOUVER                         
FLORENCE F RIDER                                            9840 LUNA CIRCLE                                               
KATHY RUTTER                                                10 LIBERATION DR                                               
SAND ENTERTAINMENT INC                                      325 MARYLAND PARKWAY S                                         
WILLIAM J SCHAEFFER                                         1102 N NEW ST                                                  
WILLIAM R SCHAUM & CAROLYN M SCHAUM                         3504 CHERRY BLOSSOM LN                                         
PATSY SCHMIDER                                              RR 1 STN MAIN                                                  
CHERYL SCHOENBERGER                                         ROUTE 3                      122 HONEYSUCKLE                   
ANDREA SCHONFELD                                            4454 VAN NUYS BLVD 210                                         


Shareholder Name                                            City                         State      Zip Code       Shares  
                                                                                                                           
HEIDI MASTEN & ERIC MASTEN JT TEN                           BLOOMINGTON                  IN                47401         71
C BLASE MCCARTY                                             NEW ORLEANS                  LA                70115          2
ARTHUR MCCARTHY & MARY G MCCARTHY JTWROS                    CHARLESTOWN MASS             US                 2129         54
MCDERMID ST LAWRENCE SECURITIES LTD                         1000-601 HASTINGS ST                                           
                                                            W VANCOUVER BC               CAN        V6B 5E2             286
DEBRA MCDONALD                                              WILLOWDALE ON                CAN        M2K 2L5               2
JOHN A MCDONALD                                             WILLOWDALE ON                CAN        M2K 2L5               2
ELIZABETH MCGROARTY                                         TORONTO ON                   CAN        M5P 3L7               2
JEFFREY MCGROARTY                                           TORONTO                      ONT                              2
PAUL J MCGROARTY                                            VICTORIA BC                  CAN        V8R 6G3               2
RICHARD MCGROARTY                                           TORONTO ON                   CAN        M4W 1V1               2
ROSS J MCGROARTY                                            TORONTO ON                   CAN        M5H 3M7               2
SUZANNE MCGROARTY                                           VICTORIA BC                  CAN        V8R 6G3               2
STEPHEN MCGROARTY                                           TORONTO                      ONT                              2
GREGORY MCGROARTY                                           DUBLIN 4                     IRE                        1600000
ROSS MCGROARTY                                              TORONTO ONTARIO              CAN        M5H 3M7           35714
DENISE MARIE MCKENNY                                        OLATHE                       KS         66062-5247           36
MIKE MCMAHON                                                BOYNTON BEACH                FL         33435-8112         2285
BARRY MEIER                                                 WHITBY ONTARIO               CAN        L1N 4X9               2
PRISCILLA S W MI                                            HONG                         KONG                           357
FRANK MOBLEY                                                METAIRIE                     LA                70002        139
MOHAWK MANAGEMENT LIMITED                                   HAMILTON                     BER        HMJX            1650000
BERNECE MORELLI                                             FLORENCE                     CO                81226         48
MOROVO INVESTMENTS LTD                                      SURFERS PARADISE             AUS        QLD4217          255000
OWEN H NICKERSON & DONNA L NICKERSON JT TEN                 VANCOUVER                    WA         98683-6549          143
MATHEW NING & MONICA NING TTEE NING SUPERANNUATION FUND     CHATSWOOD SYDNEY             AUS                         324632
RITA NITSCHKE                                               SECAUCUS                     NJ                 7094         18
EDWARD C NORMAN                                             NEW ORLEANS                  LA                70130          7
ANTHONY THOMAS NORTHCOTE                                    SAMABULA SUVA                FIJ                          10000
OCEAN MARKETING CORP                                        NEW SMYRNA BEACH             FL                32169      10952
JOSEPH D OLIVO                                              44118-2821                   **                               9
OSCAR CHESS PTY LTD                                         CASTLE COVE, NSW             AUS                2069     855360
JOE V OVERCASH                                              WINSTON-SALEM                NC                27101         18
TOMMY OWEN                                                  BIRMINGHAM                   AL                35215         89
GAIL A OWENS                                                34668-3879                   **                              36
PACIFIC RIM MINING LTD C/O PROFFESIONAL CORPORATE SERVICES  10 CHATER RD                 HKG                   9   10200671
PACIFIC TIMBER INDUSTRIES PTY LTD                           SURFERS PARADISE             AUS        QLD4217           30000
ANTHONY J PARILLE                                           OAK BROOK                    IL                60523         18
DAVID PATHE                                                 TORONTO ONTARIO              CAN        M5R1B1               23
ANTHONY PEACHEY TTEE PEACHEY SUPERANNUATION FUND            WESTLAKE BRISBANE            AUS                          59024
PELMY LIMITED                                               SAMABULA SUVA                FIJ                        1000000
ROGER D PERRY                                               BLOOMINGTON                  IN                47401        143
SIGURDUR G PETURSSON                                        MISSISSAUGA ON               CAN        L4Y 1V6              18
TODD STANLEY PIERCE                                         NEW                          ZEALAND                       1249
CHRISTOPHER M PISCIOTTA                                     SAINT LOUIS                  MO         63125-3709           71
BUTLER POWELL JR                                            USA 70124                    **                              36
FRANCO PROFETA                                              BELGIUM                      **                             536
SALVATORE PROFETA                                           BELGIUM                      **                             536
PYRAMID HOLDING INC                                         NEW SMYRNA BEACH             FL                32169       1465
JAMES A RANSWEILER & DOROTHY J RANSWEILER JTWROS            DALLAS                       TX         75205-2025          357
REXCO                                                       CANADA                                  V7Y1H4                9
FLORENCE F RIDER                                            NAPLES                       FL         34109-4537           22
KATHY RUTTER                                                BRAMALEA BRAMPTON ON         CAN        L6S 3V9               2
SAND ENTERTAINMENT INC                                      LAS VEGAS                    NV                89101       1786
WILLIAM J SCHAEFFER                                         BETHLEHEM                    PA         18018-2718           71
WILLIAM R SCHAUM & CAROLYN M SCHAUM                         OCEAN SPRINGS                MS                39564          9
PATSY SCHMIDER                                              BRADFORD ON                  CAN        L3Z 2A4              27
CHERYL SCHOENBERGER                                         COVINGTON                    LA                70433          9
ANDREA SCHONFELD                                            SHERMAN OAKS                 CA         91403-5733           36

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Shareholder Name                          Address 1                        Address 2                          
                                                                                                              
DAVID SCHWARZ                             4353 BANCROFT DR                                                    
JAMES W SHUPPERD                          BOX 728                                                             
GERDA SMIT                                302 ESSEX AVE                                                       
GENE DAVID SOLMUNDSON                     633 LODGE AVENUE                                                    
FRANK SPAGNUOLA                           254 LANSING DR                                                      
BELINDA STANFORD                          PO BOX 1444                                                         
DANIEL STARCZEWSKI                        C/O CREATIVE GAMING CONSULTANTS  932 BURKE ST                       
ADRIANE TAIT                              1105-1700 THE COLLEGEWAY                                            
JAMES TAIT                                128 ALEXANDER BLVD                                                  
TAVAM FINANCE CORPORATION LTD             LEVEL 11 50 CAVILL AVE                                              
LEE TAYLOR                                14 BRADBURY CRES                                                    
MARYANNE TENAGLIA                         16 ROVERDALE CRT                                                    
FRUMI TENSER                              1049 MCNICOLL AVE                                                   
DAVID GRAHAM THOMSON                      1 THE PONDS                      WEYBRIDGE SURREY KT13 OJB          
TREW FAMILY TRUST                         1921 COLUMBIA CT                                                    
SAKIUSA TUISALEA                          81 MOALA ST                                                         
TROY G TURNER                             2021 PIETY STREET                                                   
VANCOUVER STOCK EXCHANGE SERVICE CORP     PO BOX 10333 609 GRANVILLE ST                                       
CINDY VANEGAS                             18900 SPRINGFIELD AVE                                               
FRANK C VOLINSKY & JOSIE VOLINSKY JTWROS  101 RAY STREET                                                      
MARK WALDRON                              90 INVERARY ROAD                                                    
HERB WENZEL                               650 CHILDS DR UNIT 44                                               
WEST CANADA DEPOSITORY TRUST COMPANY                                       -4TH FLOOR-STOCK EXCHANGE TOWER    
                                          -C/O CORPORATE SECRETARY         -609 GRANVILLE STR PO BOX 10333    
                                                                           LCD                                
GENE WETZEL                               2905 GOLDEN FLEECE DR            PASADENA MD                        
MARVIN WILLENBURG                         2524 W 51ST TERRACE                                                 
BRAD WILSON                               82 MAITLAND ST APT 6                                                
WIN BLOOM HOLDINGS INC                    81 MOALA STREET                                                     
PAUL WINIECKI                             60 FREDERICK ST                                                     
STEVE WINTER & GLORIA WINTER JTWROS       15734 E PALOMINO BLVD                                               
GARY WOODHOUSE                            81 MOALA ST                                                         
BRIAN WOODS                               2273 SE 10TH STREET                                                 
MUTIAN ZHU                                81 MOALA ST                                                         


Shareholder Name                          City                             State      Zip Code         Shares 
                                                                                                              
DAVID SCHWARZ                             NEW ORLEANS                      LA                70122           7
JAMES W SHUPPERD                          MANTECA                          CA         95336-1132             4
GERDA SMIT                                RICHMOND HILL ON                 CAN        L4C 7H5                9
GENE DAVID SOLMUNDSON                     WINNIPEG MANITOBA                CAN        R3J0S9              5356
FRANK SPAGNUOLA                           MANTUA                           NJ                 8051          54
BELINDA STANFORD                          CRYSTAL RIVER                    FL         34423-1444             3
DANIEL STARCZEWSKI                        WINSTON SALEM                    NC                27101         521
ADRIANE TAIT                              MISSISSAUGA ON                   CAN        L5L 4M2                2
JAMES TAIT                                TORONTO ONT                      CAN        M3H 2P9                2
TAVAM FINANCE CORPORATION LTD             SURFERS PARADISE                 AUS        QLD4217           434709
LEE TAYLOR                                ETOBICOKE ON                     CAN        M9C 4B2                2
MARYANNE TENAGLIA                         MARKHAM ON                       CAN        L3R 7K7                2
FRUMI TENSER                              SCARBOROUGH ONT                  CAN        M1W 3W6                2
DAVID GRAHAM THOMSON                      UK                               **                               89
TREW FAMILY TRUST                         TRACY                            CA                95876      150000
SAKIUSA TUISALEA                          SAMABULA SUVA                    FIJ                           10000
TROY G TURNER                             NEW ORLEANS                      LA                70117           9
VANCOUVER STOCK EXCHANGE SERVICE CORP     VANCOUVER BC                     CAN        V7Y 1H1               11
CINDY VANEGAS                             FLOSSMOOR                        IL          6.04221E+11          99
FRANK C VOLINSKY & JOSIE VOLINSKY JTWROS  OLD FORGE                        PA         18518-1204            18
MARK WALDRON                              LONDON ONTARIO                   CAN        N6G 3L6                5
HERB WENZEL                               MILTON ONT                       CAN        L9T 3N8                2

WEST CANADA DEPOSITORY TRUST COMPANY      VANCOUVER BC                     CAN        V7Y 1H1                7
GENE WETZEL                               21122-6338                       **                               89
MARVIN WILLENBURG                         WESTWOOD                         KS                66205          90
BRAD WILSON                               TORONTO ONT                                 M4Y1E1                 9
WIN BLOOM HOLDINGS INC                    SAMABULA SUVA                    FIJ        NO ZI            6000000
PAUL WINIECKI                             BRAMPTON ON                      CAN        L6Y 1G8                2
STEVE WINTER & GLORIA WINTER JTWROS       FOUNTAIN HILLS                   AZ                85268          71
GARY WOODHOUSE                            SAMABULA SUVA                    FIJ                           50000
BRIAN WOODS                               POMPANO BEACH                    FL                33062          36
MUTIAN ZHU                                SAMABULA SUVA                    FIJ                           75000

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 6-K Filing		Date		First		Last			Other Filings
		1/21/93		11
		5/3/93		12
		3/17/95		15
		10/31/95		11
		4/8/96		12
		12/30/96		12
		12/31/97		18
		3/21/98		12
		12/31/98		18
		8/31/99		4		6
		10/25/99		4
		1/3/00		11
		5/7/00		29
		5/9/00		4		5
		6/9/00		4		13
		12/15/00		4		5
		12/28/00		5		12
		1/3/01		4		13
		1/8/01		4		29
		2/22/01		4
		4/2/01		6
		6/30/01		4		29
		9/6/01		29
		9/10/01		29
		9/26/01		4
		12/31/01		25		29
		1/15/02		29
		10/31/02		4
		12/12/02		4		21
		12/28/02		30
For The Period Ended		12/31/02		1		31			6-K
		3/12/03		25
		4/30/03		4
Filed On / Filed As Of		5/20/03		1					6-K
		1/31/04		29
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