Registration Statement for First Empire Corporation Inc.

20FR12G 1 fec200311.htm REGISTRATION STATEMENT FOR FIRST EMPIRE CORPORATION INC. Registration Statement for First Empire Corporation Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

x		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR
¨		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15() OF THE SECURITIES EXCHANGE ACT OF 1934

OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period to

Commission file number:

FIRST EMPIRE CORPORATION INC.

(Exact name of Registrant as specified in its charter)

PROVINCE OF ONTARIO, CANADA

(Jurisdiction of incorporation or organization)

47 Avenue Road, Suite 200

Toronto, Ontario, M5R 2G3

(Address of principal executive offices)

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

Title of each class:		Name of each exchange on which registered:
Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act. Common Shares Without Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Common Shares Without Par Value

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: 6,109,995 Common shares issued and outstanding as at November 5, 2003.

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: Not Applicable.

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 ¨ No x

Indicate by check mark which financial statement item the registrant has elected to follow:

¨ Item 17 x Item 18


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PART I

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	2

1A.	DIRECTORS AND SENIOR MANAGEMENT	2
1B.	BANKERS	2
1C.	AUDITORS	2

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	2

ITEM 3.	KEY INFORMATION ABOUT THE COMPANY'S FINANCIAL CONDITION, CAPITALIZATION AND RISK FACTORS	2

3A.	SELECTED FINANCIAL DATA	2
3B.	CAPITALIZATION AND INDEBTEDNESS	4
3C.	REASONS FOR THE OFFER AND USE OF PROCEEDS	4
3D.	RISK FACTORS	4

ITEM 4.	INFORMATION ABOUT THE CORPORATION	6

4A.	HISTORY AND DEVELOPMENT OF THE COMPANY	6
4B.	BUSINESS OVERVIEW	10
4C.	ORGANIZATIONAL STRUCTURE	11
4D.	PROPERTY, PLANTS AND EQUIPMENT	11

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	11

5A.	OPERATING RESULTS	12
5B.	LIQUIDITY AND CAPITAL RESOURCES	13
5C.	RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES	15
5D.	TREND INFORMATION	16
5E.	OFF-BALANCE SHEET ARRANGEMENTS	16
5F.	CONTRACTUAL OBLIGATIONS	16
5G.	FORWARD LOOKING STATEMENTS	16

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	17

6A.	DIRECTORS AND SENIOR MANAGEMENT AND BOARD PRACTICES	17
6B.	COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT	18
6C.	BOARD PRACTICES	18
6D.	EMPLOYEES	18
6E.	SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT	19

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	19

7A.	MAJOR SHAREHOLDERS	19
7B.	RELATED PARTY TRANSACTIONS	20
7C.	INTERESTS OF EXPERTS AND COUNSEL	21

ITEM 8.	FINANCIAL INFORMATION	21

8A.	CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	21
8B.	SIGNIFICANT CHANGES	22

ITEM 9.	THE LISTING	22

9A.	OFFERING AND LISTING DETAILS	22
9B.	PLAN OF DISTRIBUTION	23
9C.	MARKETS	23
9D.	SELLING SHAREHOLDERS	23
9E.	DILUTION	23
9F.	EXPENES OF THE ISSUE	23

ITEM 10.	ADDITIONAL INFORMATION	23

10A.	SHARE CAPITAL	23
10B.	MEMORANDUM AND ARTICLES OF ASSOCIATION	24
10C.	MATERIAL CONTRACTS	24
10D.	EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS	24
10E.	TAXATION	28
10F.	DIVIDENDS AND PAYING AGENTS	32
10G.	STATEMENTS BY EXPERTS	32
10H.	INSPECTION OF DOCUMENTS	32
10I.	SUBSIDIARY INFORMATION	32

ITEM 11.	QUANTITATIVE AND QUALITATIVE ASSESSMENT OF MARKET RISK	33

PART II


ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	33

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	33

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	33

ITEM 15.	CONTROLS AND PROCEDURES	34

ITEM 16.	[RESERVED]	34

PART III

ITEM 17.	FINANCIAL STATEMENTS	34

ITEM 18.	FINANCIAL STATEMENTS	34

ITEM 19.	EXHIBITS	34

	SIGNATURE PAGE	35

FORWARD LOOKING STATEMENTS

This Registration includes "forward-looking statements." All statements, other than statements of historical facts, included in this registration that address activities, events or developments, which we expect or anticipate, will or may occur in the future are forward-looking statements.

The words "believe", "intend", "expect", "anticipate", "project", "estimate", "predict" and similar expressions are also intended to identify forward-looking statements.

These forward-looking statements address, among others, such issues as:

future earnings and cash flow --future plans and capital expenditures -- expansion and other development trends of entertainment industry;

expansion and growth of our business and operations; and

our prospective operational and financial information.

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depends on a number of risks and uncertainties, which could cause actual results to differ materially from our expectations, including the risks set forth in "Item 3-Key Information-Risk Factors" and the following:

Fluctuations in prices of our products and services;

Potential acquisitions and other business opportunities

General economic, market and business conditions; and

Other risks and factors beyond our control.

Consequently, all of the forward-looking statements made in this registration statement are qualified by these cautionary statements. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.

Unless the context indicates otherwise, the terms "First Empire Corporation Inc." the "Company" and "First Empire" are used interchangeably in this Registration Statement.

FOREIGN PRIVATE ISSUER STATUS AND CURRENCIES AND EXCHANGE RATES

Foreign Private Issuer Status

First Empire is a Canadian corporation incorporated under the laws of the Province of Ontario. Ninety-four per cent of its common stock is held by non-United States citizens and residents; our business is administered principally outside the United States; and all of our assets are located outside the United States. As a result, we believe that we qualify as a "foreign private issuer" for the registration of our common stock using this Form 20-F registration format.

Currency and Exchange Rates

The financial information presented in this registration is expressed in Canadian dollars ("CDN $") and the financial data in this registration is presented in accordance with accounting principles generally accepted in Canada ("Can. GAAP"). Such financial data conforms in all material respects with accounting principles generally accepted in the United States ("U.S. GAAP") except as disclosed in a Note to Consolidated Financial Statements contained herein.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

1A. DIRECTORS AND SENIOR MANAGEMENT



Name		Position

SENIOR MANAGEMENT
Terence Robinson		President and Chief Executive Officer
Kam Shah		Chief Financial Officer

DIRECTORS
Terence Robinson		President and Chief Executive Officer
Kam Shah		Chief Financial Officer

(1) Our senior managers and directors as of the filing date of this registration statement as listed above may be reached by contacting our corporate headquarters at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3.

(2) See "Item 6 Directors, Senior Management and Employees - Directors and Senior Management" for a description of our Director's experience and other business activities.

1B. BANKERS

Our bankers are Bank of Montreal, 2 Queen Street West, Toronto, Ontario M5C 3G7.

1C. AUDITORS

Our auditors are Sloan Paskowitz Adelman LLP, 7620 Yonge Street, Suite 400, Thornhill, Ontario L4J 1V9, Canada. Sloan Paskowitz Adelman LLP is a member of the Canadian Institute of Chartered Accountants ("CICA").

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION ABOUT THE COMPANY'S FINANCIAL CONDITION, CAPITALIZATION AND RISK FACTORS

3A. SELECTED FINANCIAL DATA

This Registration statement includes financial statements of the Company for the years ended June 30, 2003, 2002 and 2001. These financial statements were prepared in accordance with accounting principles generally accepted in Canada, which in their application to the Company, conform, in all material respects, with accounting principles generally accepted in the United States except as disclosed in the Notes to the financial statements.

The following is selected financial data for the Company since the fiscal year ended June 30, 1999 to June 30, 2003.

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During the period since the inception to date, the operating requirements of the Company were funded mainly by loans from shareholders, which were mostly converted to equity.

SUMMARY OF FINANCIAL INFORMATION IN THE COMPANY FINANCIAL STATEMENTS (Canadian $)

Operating data -- Fiscal year ended June 30,



	2003	2002	2001	2000	1999

Gross Revenue	-	3,420	-	10,000	40,971
Loss from continuing operations	108,381	272,851	30,801	76,765	19,248
Loss per share	0.010	0.040	0.016	0.400	0.002

Balance Sheet data -- As at June 30,



	2003	2002	2001	2000	1999

Net Liabilities	106,349	49,271	143,848	113,047	36,282
Total assets	111,745	76,385	126,104	76,119	2,774
Capital stock	4,307,384	4,145,949	3,778,518	3,778,518	3,778,518
No. of common shares outstanding	12,142,780	4,307,384	1,902,756	1,902,756	7,610,667

2001 # of shares outstanding - After 4:1 common share consolidation on October 18, 1999.

Exchange rates

The following table sets forth, for the periods and dates indicated, certain information concerning exchange rates of United States and Canadian dollars. All the figures shown represent noon buying rates for cable transfers in New York City certified for customs purposes by the Federal Reserve Bank of New York. The source of this data is the Federal Reserve Bank Web Site.

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Period	Canadian dollar per One US dollar

As at November 5, 2003	1.3312


High and Low Rates for the following months:

Month	High	Low

May 2003	1.4191	1.3672
June 2003	1.3696	1.3397
July 2003	1.4106	1.3492
August 2003	1.4100	1.3850
September 2003	1.3876	1.3474
October 2003	1.3481	1.3043


Average Rates for the following periods:

Fiscal year ended June 30, 1999		1.4891
Fiscal year ended June 30, 2000		1.4762
Fiscal year ended June 30, 2001		1.5226
Fiscal year ended June 30, 2002		1.5655
Fiscal year ended June 30, 2003		1.5069

3B. CAPITALIZATION AND INDEBTEDNESS

The following table shows our capitalization and indebtedness position as of October 31, 2003. This table should be read in conjunction with our consolidated financial statements for the fiscal year 2003 and the notes to those financial statements beginning at page F-1 of this Registration Statement. All values are expressed in Canadian Dollars:



Shareholders advances-unsecured, payable on demand, non-interest bearing and convertible into equity of the company at the option of the lender.			$	85,187
Note Payable to a shareholder - non interest bearing, payable on demand			$	50,000

Total Indebtedness			$	135,187
Shareholders' Equity			$	(28,975)
Issued and outstanding common shares	$	4,307,137
Contributed surplus	$	20,391
Deficit	$	(4,356,503)

NET CAPITALIZATION			$	(106,212)

3C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3D. RISK FACTORS

THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS. The Company has had no operating history nor any revenues or earnings from operations. The Company has neither assets or nor financial resources. The Company has operated at a loss to date and will, in all likelihood, continue to sustain operating expenses without corresponding revenues in the foreseeable future. There is no assurance that the Company will ever be profitable.

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OUR INDEPENDENT ACCOUNTANTS HAVE EXPRESSED GOING CONCERN comments in footnote # 2 to our audited financial statements. We recorded losses of $108,381 for the year ended June 30, 2003, $272,851 for the year ended June 30, 2002, and $30,810 for the year ended June 30, 2001. At June 30, 2003, we had a net deficit of $4.3 million. Our continuance as a going concern is dependent upon our ability to obtain adequate financing or to reach profitable levels of operation. It is not possible to predict whether financing efforts will be successful or if we will attain profitable levels of operations in the near future.

OUR COMMON SHARES ARE CONSIDERED TO BE PENNY STOCK, WHICH MAY ADVERSELY AFFECT THE LIQUIDITY OF OUR COMMON SHARES. Our securities may be classified as a penny stock as defined in Rule 3a51-1 of the Exchange Act. The Securities and Exchange Commission has adopted Rule 15g-9 which established sales practice requirements for certain low price securities relevant to the Company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq SmallCap Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery of a document to investors stating the risks, special suitability inquiry, regular reporting and other requirements. Prices for penny stocks are often not available and investors are often unable to sell such stock. Thus an investor may lose his investment in a penny stock and consequently should be cautious of any purchase of penny stocks.

THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON SHARES. There can be no assurance that an active trading market for our common shares will develop or be sustained. The trading price of our common shares may be significantly affected by factors such as actual or anticipated fluctuations in our operating results, conditions and trends in the theatrical entertainment and Internet industries, general market conditions and other factors.

IT MAY BE DIFFICULT FOR OUR SHAREHOLDERS TO ENFORCE CIVIL LIABILITIES UNDER THE U.S. FEDERAL SECURITIES LAWS BECAUSE WE ARE A CANADIAN CORPORATION. We are incorporated under Canadian law and the majority of our directors and executive officers are Canadian citizens or residents. All, or a substantial portion, of these persons' assets and substantially all of our assets are located outside the United States. It may not be possible for investors to effect service of process within the United States upon those persons or to enforce against them judgments of U.S. courts based upon civil liabilities under U.S. federal or state securities laws.

WE MAY NOT BE ABLE TO RAISE ADDITIONAL FINANCING TO MEET CURRENT OPERATING NEEDS AND IMPLEMENT OUR NEW BUSINESS STRATEGY. Based on current projections, we will require minimum financing in the amount of $50,000 to meet our annual operating needs for the year ending June 30, 2004, and an additional funds to market the artist for potential contract with a recording studio and to pursue other business opportunities. We anticipate raising these funds through private placements of our securities with sophisticated investors. We have avoided obtaining debt financing but may have to pursue this option if we are unable to obtain equity financing on acceptable terms. If we are unable to obtain financing and cannot pay our debts as they become due, we may be forced to solicit a buyer for the company or be forced into bankruptcy by our creditors.

WE ARE DEPENDENT ON A SMALL NUMBER OF KEY PERSONNEL. We are dependent upon one key person: Mr. Terence Robinson. The business decisions will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if the Company has more funds available to it, would be desirable. Mr. Robinson anticipates devoting only a limited amount of time per month to

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the business of the Company. Mr. Robinson has not entered into a written employment agreement with the Company and he is not expected to do so. The Company has not obtained key man life insurance on Mr. Robinson. The loss of the services of Mr. Robinson would adversely affect development of the Company's business and its likelihood of continuing operations.

CONFLICTS OF INTEREST. Mr. Robinson, the Company's Chairman, participates in other business ventures, which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future.

WE MAY NOT BE ABLE TO MAINTAIN OUR COMPETITIVE POSITION. The entertainment industry is a highly capital intensive and is characterized by intense and substantial competition. A number of our competitors are well established, substantially larger and have substantially greater market recognition, greater resources and broader distribution capabilities than we have. New competitors are continually emerging. Increased competition by existing and future competitors could materially and adversely affect our ability to implement our business plan profitably. The lack of availability of unique quality content could adversely affect our business.

FOREIGN EXCHANGE RISK. We have foreign exchange risk because our functional currency is Canadian dollars and significant part of our revenue may be generated from overseas countries. An adverse move in foreign exchange rates between the Canadian and the currencies of these countries could have an adverse effect on our operating results. We do not hedge against this risk.

ITEM 4. INFORMATION ON THE COMPANY

The Company was incorporated on March 18, 1997, under the Ontario Business Corporations Act, as a result of an amalgamation. We are reporting issuers in Ontario pursuant to the Securities Act (Ontario).

Currently, the Company owns a right to represent a recording artist through a wholly owned subsidiary. The Company is also seeking other business opportunities for acquisitions or mergers.

As to date, neither the Company's officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or stock exchange between the Company and such other company.

4.A HISTORY AND DEVELOPMENT OF THE COMPANY

The Company's operative history is summarized under the four major periods --

Pre-amalgamation period
March 18, 1997, to September 5, 2001
September 6, 2001, to May 12, 2003
May 13, 2003 to date

The details of the operative history are given for information purposes only since they have no relevance to the current and proposed business activity of the company.

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Pre-amalgamation Period

The Company was incorporated on March 18, 1997, as a result of an amalgamation of the three Ontario entities, namely I.D.Investments Inc., 1149250 Ontario Inc. and Biolink Corp.

I.D. Investments Inc. was incorporated as "Minedel Mining & Development Company Limited" under a letter patent dated September 27, 1937, as a private Ontario company. It changed its name to Minedel Mines Limited on May 18, 1938, and became an Ontario public company. The name was changed on May 1, 1980, to Havelock Energy & Resources Inc. and on March 4, 1994, to Municipal Ticket Corporation and eventually on August 9, 1994, to I.D. Investments Inc. The company had been inactive since 1994.

1149250 Ontario Inc. was incorporated as a private Ontario company by articles of incorporation on September 26, 1995, and its sole activity was holding shares of its wholly owned operating subsidiary, Biolink Corp.

Biolink Corp. was incorporated on February 28, 1995, as an Ontario private company. Its business was to cultivate new opportunities in natural pharmaceutical drug development and distribution. It invested about $800,000 in research and development but was unable to produce any commercially successful product and was inactive on the date of the amalgamation.

March 18, 1997, to September 5, 2001

The amalgamated company was named Biolink Corp. and it continued to seek opportunities in the pharmaceutical markets. The operational costs were funded from non-interest bearing demand loans advanced by the shareholders from time to time.

The board of directors and the management of Biolink Corp. changed in 1999. The new management and the board, which is also the current management, concluded in fiscal 2000 that the company would not be able to attract new investors unless it changed its business focus.

The new management had significant experience in the entertainment business and the Chairman had a majority equity interest in a private Ontario company, which was engaged in producing Broadway musicals, known as First Empire Entertainment Corporation (FEE Corp).

In the annual and special meeting of the shareholders of Biolink Corp held on October 18, 1999, the shareholders authorized the directors to negotiate acquisition of FEE Corp. at a price to be negotiated by the directors at their discretion. The shareholders also approved a change in the name of the company to First Empire Entertainment.com Inc.

The company changed its name to First Empire Entertainment.com Inc. effective March 31, 2000, and adopted the new business plan of seeking opportunities in the online and theatrical entertainment market through acquisition of FEE Corp.

Since then, the management was able to persuade certain related shareholder corporation to advance funds to the company, which could be used to settle loans and minority interest in FEE Corp. A total of about $120,000 was advanced to FEE Corp. between June 2000 and September 2001 for this purpose.

On October 10, 2000, the company entered into an agreement to acquire all of the shares of FEE Corp. for a total price of $270,000 to be settled by adjustment of the

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funds advanced of about $120,000 and the balance of $150,000 by issuance of 3 million common shares of the company at an assumed price of $0.05 per share plus 3 million warrants, convertible into equal number of common shares of the company within one year of their issuance at a price of $.25 per warrant.

On August 9, 2001, the company issued 2 million shares to a related Corporate shareholder that had advanced funds to the company to settle FEE Corp. loans and minority equity interest in full settlement of the balance due of approx. $215,000 under a debt conversion agreement which was approved by the directors in their meeting of August 1, 2001. The directors were authorized to negotiate debt settlement through issuance of the common shares of the company by the shareholders in the annual and special meeting of October 18, 1999.

September 6, 2001, to May 12, 2003

First Empire Entertainment Corporation (FEE Corp.)

FEE Corp. was incorporated as a private company in Ontario on September 26, 1995, under the name "114261 Ontario Limited". The company remained inactive until November 1998.

On November 6, 1998, the company changed its name to the current name and acquired the worldwide rights to "The Count - The Musical" ("The Count") based on the novel, "The Count of Monte Cristo," by Alexandre Dumas, and to the music, Libretto and lyrics relating to The Count. Since then, FEE Corp. raised and spent approx. $170,000 on two preview shows of The Count, CD recording of The Count lyrics and a brochure for distribution.

The primary purpose of the preview shows was to assess the commercial viability of the musical. The tryouts or the "reading" are needed to gain a sense of the blend of music, dialogue and lyrics. They are performed as a "showcase," "backers audition" or "preview show," as variously called, where portions of the musical are presented by performers for the purpose of raising development money to take the musical to the next step, which is the "workshop." The selected cities were Toronto and New York.

The first reading of The Count was held in Toronto, Ontario, Canada, on December 11, 1998. Eight artists in front of some 300 invitees performed the preview show for the duration of one hour. The invitations were extended to persons who represented a mix group of critics, ardent theatergoers and executives from the entertainment industry. Audience reviews were overwhelmingly favorable.

The second reading of The Count was held in New York City. Again, the purpose of The New York sneak preview was to determine if The Count was worthy of continuing. The reason for the choice of city was simple, as the song says, "If you can make it in New York, you can make it anywhere." The show was performed on May 3, 1999, at St. Clements theatre. Twelve artists staged a one and a half hour reading in front of 350 invitees. Considered to have the toughest audiences in the world, the results achieved in New York were similar to those in Toronto.

Both the preview shows justified exploring the next stages of production -- the workshop followed by a road show. FEE Corp. began looking for funds to proceed further with its musical. However, the management was unable to attract investors to

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invest in a private venture. As a result, FEE Corp. agreed to the acquisition proposal from First Empire since it would provide the public company vehicle for potential investors. In September 2001, First Empire acquired full interest in FEE Corp.

Organizing a workshop and the first commercial road show was the main business focus for the First Empire. The cost of organizing a workshop and a road show was estimated to be at least US$5 million.

Since then, the management made several unsuccessful attempts at attracting equity capital to fund the estimated cost of the workshop and the road show through fiscal 2002 and 2003. However, new investments were extremely difficult to raise due to overall adverse effect of the mass collapse of dot.com companies and IT sector in general. Terrorist attack on September 11, followed by global insecurity had adversely affected entertainment industry in particular.

On December 19, 2002, the Company decided to discontinue further efforts in raising funds for the Show. It relinquished its rights over the scripts and lyrics to its author in return for the later giving up all claims, current and future, against the Company.

All assets relating to The Count were written off and the Company again became inactive.

The management, however, decided to continue to look for opportunities in entertainment industry and at the same time, seek other business opportunities for potential mergers or acquisitions in other industries.

May 13, 2003, to date

On May 13, 2003, the Company acquired artist management rights from an associated shareholder corporation, Current Capital Corp. (CCC), an Ontario private corporation. CCC is a shareholder of the Company and also provides administrative services and operational funding to the Company from time to time. The artist management rights relate to the management of a new Canadian recording artist, Jennifer Schroder("Jenn Project").

The acquisition of Jenn Project was valued at $110,000. $60,000 was settled by issuance of 3 million common shares of the Company at a mutually agreed price of $0.02 per share and issuance of 3 million warrants, convertible into equal number of common shares on or before May 13, 2005 at a price of $0.25 per warrant. The remaining $50,000 was settled by issuance of a non-interest bearing promissory Note payable on demand.

Under the acquisition, the company acquired complete ownership right to 3-song album produced for the Artist for use as a demo to the major label or a production company and rights to the Artist management, which will entitle the Company to receive 20% of the gross income earned by the Artist for a minimum period of three years with options to extend automatically for another six years.

The management concluded that the acquisition would not require significant additional funding and might provide a source of revenue in the future. For this purpose, the Company incorporated a new wholly owned subsidiary, First Empire Music Corp. on May 21, 2003 and transferred the Jenn Project to this subsidiary.

While the Company's other objective is to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived benefits of a reporting corporation, as to date neither the Company's officer and director nor any promoter and

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affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or stock exchange between the Company and such other company.

4B. BUSINESS OVERVIEW

4B.1 Our past Business Activities

During the fiscal years 2000 and 2001, the Company owned title to a musical "The Count" through a wholly owned subsidiary, FE Corp. The management spent most of the time trying to raise enough funds to be able to complete a workshop and stage the first commercial road show of the musical as more fully explained above under 4A (b).

However, the Company was unable to raise the required funds and as a result had to abandon the project and write off the costs incurred thereon in 2003.

At the same time, the Company acquired a recording artist management rights as more fully explained above under 4A (d).

4B.2 Our current Business Strategy

Presently, the management decided to pursue two business strategies. The first one would focus on getting record contracts for the Artist that the Company represents and second objective would be to acquire or merge with other businesses, which show potentials of commercial success.

The Company, through its subsidiary, First Empire Music Corp., intends to explore ways to develop and advance its Artist's, Jennifer Schroder, career as a musician, recording and performing artist and in such new and different areas as the Artist's artistic talents can be developed and exploited. One of the ways this could be possible is to secure a recording contract for the Artist from a major recording label or production company. The Company will receive 20% of the gross revenue earned by the Artist from any such sources under the Artist Management Agreement. The Company's chairman, Mr. Terence Robinson has extensive contacts in the entertainment and music industry. It is the intention of the management to pursue these contacts during the forthcoming months to secure a recording contract for the Artist. However, there is no assurance that the Company's efforts would meet with any success.

The other business objective is to acquire an operating company with operating history and assets. The Company has no major external debt liabilities. The Company has not been involved in any litigation nor has it had any prior regulatory problems or business failures. We believe that an attraction of the Company as a merger partner or acquisition vehicle will be its status as a reporting company under the Securities Exchange Act of 1934 without any history of prior business failures, litigation or prior regulatory problems.

As to date the Company has not commenced implementation of this business objective. The acquisition will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The management of the Company has not had any preliminary contact or discussions with, and there are no present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of a acquisition or merger transaction. The Company cannot give any assurance that it will be successful in locating or negotiating with any target company.

The Company will not restrict its search to any specific business, industry or geographical location, and the Company may participate in a business venture of

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virtually any kind or nature. The Company may acquire a venture, which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

The Company anticipates that business opportunities will be referred to it by various sources, including Mr. Robinson, consultants, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company will seek a potential business opportunity from all known sources, but will rely principally on personal contacts of Mr. Robinson as well as indirect associations between him and other business and professional people. We cannot predict the number of individuals or companies who may approach Mr. Robinson about the Company.

The Company may enter agreements with one or more third party consultants to assist it in locating a target company. As is customary in the industry, the Company may pay a finder's fee for persons locating and introducing an acquisition prospect. The amount of any finder's fee (stock or cash, or any combination thereof) will be subject to negotiation on an individual basis and cannot be estimated at this time. But it will be in accordance with the industry standards. Such fees are customarily between 1% and 5% of the size of the transaction, based upon a sliding scale of the dollar amount involved.

The Company has currently engaged one consultant to locate acquisition candidates and /or accredited investors or other funding alternatives.

4.C ORGANIZATIONAL STRUCTURE

The Company has two wholly owned subsidiaries:

First Empire Entertainment Corp., which was incorporated on September 26, 1995, and acquired on September 6, 2001. This subsidiary originally owned the rights and titles to the musical "The Count" but had to give them up to its author due to its inability to raise funds as explained above. The Subsidiary is therefore currently inactive.
First Empire Music Corp., incorporated on May 21, 2003 and currently holds rights to the Recording Artist management contract and also 3-song demo album produced by the same artist.

4.D PROPERTY, PLANTS AND EQUIPMENT

The Company has no fixed assets. It currently uses office space at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3, which is leased by a shareholder corporation.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following section contains forward-looking statements relating to revenues, expenditures and sufficiency of capital resources. Actual results may differ from those projected in the forward-looking statements for a number of reasons, including those described in the forepart of this registration statement.

Our financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles and reconciled to United States Generally Accepted Accounting Principles in note 11 to our financial statements beginning at page F-1 of

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this registration statement. We are a Canadian company and accordingly our statements have been prepared in Canadian dollars.

Audited financial statements for the fiscal years ended June 30, 2003, 2002 and 2001 respectively are included in this registration statement.

The following discussion and analysis should be read in conjunction with the above financial statements and accompanying notes.

5A. OPERATING RESULTS

The following is a summary of operating results for each of the fiscal years ended June 30, 2001, 2002 and 2003:


		2003		2002		2001

Revenue	$	-	$	3,420	$	-


Expenses

Scripts and lyrics written off	$	75,000	$	-	$	-
Goodwill written off		-		253,959		-
Consulting		22,541		1,029		-
Other expenses		10,973		21,283		30,801

	$	108,514	$	276,271	$	30,801

Revenue for the year ended June 30, 2002 consisted of an exchange gain of $3,420 arising mainly from conversion of US Dollar monetary assets and liabilities into Canadian dollar on a consolidated basis. These assets and liabilities related to the subsidiary, First Empire Corporation acquired during the fiscal 2002. The exchange rates fluctuated from a low of $1.51 Canadian dollar to one US dollar to a high of $1.61 Canadian dollar to one US dollar during the fiscal 2002. No such exchange gain or loss occurred in the fiscal years 2003 and 2001respectively, since the Company did not have any foreign currency based assets or liabilities.

Goodwill in the fiscal 2002 represented excess of the total purchase price that the company paid to acquire FEE Corp. over the value of all the identifiable assets net of liabilities of FEE Corp. on the date of acquisition. The management felt that the goodwill primarily reflected the estimated value of the two preview shows of The Count. However, until the company could generate enough cash to proceed with the workshop, the benefit of these shows in the form of attracting the potential new investors would not materialize. Since there was no certainty that the require funds would be raised within foreseeable future, the management decided to write off the goodwill.

Script and lyrics cost of $75,000 related to the musical "The Count" and was capitalized in fiscal 2002 as part of the acquisition of FEE Corp. as explained above. During the fiscal 2003, however, the Company surrendered its right over the script and lyrics to their author due to its inability to raise funds for commercial exploitation of the Musical and abandon this project. As a result, the cost of the script and lyrics was fully written off.

Consulting costs in fiscal 2003 comprised two items -- A Charge by an associate shareholder corporation of $$8.597 for providing accounting and administrative services to the Company (Charge for similar services in the fiscal 2002 was $ 1,029 and $nil in fiscal 2001). Another item related to a consulting fee of US$5,000 per month charged by

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a shareholder for financial services including business introduction and fund raising under an agreement dated May 1, 2003 effective for one year and subject to automatic renewal. Total fee charged for fiscal 2003 was $13,944. No such fee was charged for the fiscal years 2002 and 2001 respectively.

Other expenses comprise professional fees, transfer agent's fees, shareholders' expenses and general office and administrative expenses:


		2003		2002		2001


Professional fees	$	5,989	$	3,460	$	2,200
Transfer agent fee		4,238		4,620		3,002
Shareholders' expenses		(553)		5,164		7,394
Interest and bank charges		292		173		3,762
Office and general		1,007		7,866		14,443

	$	10,973	$	21,283	$	30,801

Professional fee relates mainly to the audit fee, which has increased over the time due to expanded activities of the Company in 2001 through 2003 -- acquisition of FE Corp and acquisition of Jenn Project later in 2003 -- and the need for dual reporting as per Canadian and U.S. reporting standards.

Shareholders' expenses relate to cost of mailings of annual report, press releases and filing fees paid to regulatory agencies. Higher fees in 2001 and 2002 were mainly due to acquisitions and related press releases.

The Company had over 2,500 registered shareholders in fiscal 2001 owing to long history of the Company. Many of these shareholders did not have correct addresses. Thus, the Company stopped mailing to those shareholders whose mails in the past returned on three occasions as per the corporate policy. This reduced the mailing costs in 2002 and 2003. The negative balance in 2003 was due to reversal of excessive accrual from the previous year. Future mailing costs are expected to reduce further due to implementation of buy-back of the fractional shareholding in August 2003.

The Company's subsidiary, FE Corp had to pay interest in 2001 on a loan by a non-related person. This loan was subsequently settled and as a result no further interest costs were incurred in fiscal 2002 and 2003. The Company was able to borrow funds from its shareholders, which did not carry any interest or fixed repayment terms.

Office expenses include rent and phone costs charged by an associated shareholder corporation. The charges were based on usage and represented actual cost to the shareholder corporation. These charges declined from about $14,000 in 2001 to $7,500 in 2002 and to $1,000 in 2003. One of the reasons for the significant decline in costs was the relocation of the shareholder corporation to smaller premises in February 2002 with approx. 1/10th of the rent it used to pay before the move. This in turn reduced rent charge for the Company.

5B. LIQUIDITY AND CAPITAL RESOURCES

(a) Accumulated deficit and the Company's ability to operate in future

The Company has experienced recurring net losses since inception and has an accumulated deficit of about $4.3 million at June 30, 2003. Travel, promotion and consulting expenses, professional fees, occupancy costs and other general expenses will be incurred, which in the absence of any income, will produce continuing net losses and an increase in accumulated deficit annually. These matters raise substantial doubt

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about the Company's ability to continue as a going concern. The Company's ability to continue operations as a going concern and to realize its assets and to discharge its liabilities is dependent upon obtaining additional financing sufficient for continued operations as well as the achievement and maintenance of a level of profitable operations.

The Company's operating costs reduced from about $31,000 in the fiscal year 2001 to $23,000 in the fiscal year 2002 and $20,000 in the fiscal year 2003. In addition, the Company had to incur about $ 14,000 in additional consulting fee in the fiscal year 2003.

Almost all the investments and operating costs had to be funded by equity financing. The Company's issued share capital rose from $3.8 million at June 30, 2001 to $4.1 million at June 30, 2002 and to $4.3 million at June 30, 2003.

The dependence of equity financing was mainly due to the fact that the alternative debt financing was significantly expensive and mostly unavailable. Cheaper financing from bank or other financial institutions was hard to come due to unfavorable financial history of the Company.

(b) Cash and working capital

Cash on hand at June 30, 2003 was $224 compared to $201 at June 30, 2002 and $35 at June 30, 2001.

The Company had a net working capital deficit of $106,350 at June 30, 2003 compared to $124,271 at June 30, 2002 and $143,848 at June 30, 2001.

Cash raised by the Company mainly by borrowings from the shareholders in fiscal 2001 was approx. $35,000, in fiscal 2002, it was $12,000 and in fiscal 2003, it was $86,000. These funds were spent almost entirely on operating costs except that in fiscal 2003, $50,000 of the funds borrowed were invested in acquiring a recording artist's management contract as explained earlier in this registration statement.

(c) Investments


		2003		2002		2001


Production costs - deferred	$	48,900	$	-	$	-
Contract rights		61,100		-		-
Scripts and lyrics		-		75,000		-

	$	110,000	$	75,000	$	-

In Fiscal 2002, the Company acquired for cash and shares rights to the scripts and lyrics of a Broadway musical, "The Count" through acquisition of a wholly-owned subsidiary, FE Corp. However, as explained elsewhere in this registration statement, the Company was unable to raise funds required to commercialize the musical and surrendered the rights to the author and wrote off the assets in fiscal 2003.

During the fiscal 2003, the company acquired, for cash and shares, The artist management rights related to the management of a new Canadian recording artist, Jennifer Schroder.( Jenn Project) and incorporated a wholly owned subsidiary, First Empire Music Corp., to manage the project. The Company will be entitled to receive 20% of the gross fee earned by the Artist under the management contract, which is valid for at least five years. In order to generate any revenue from this investment, the Company may have to incur additional funds in promoting the artist with a view to

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getting a major label or recording studio to sign the artist for a commercial album. It can not be said with any certainty that the Company will have resources to promote the Artist or that it will succeed in getting anyone to agree to a production and distribution of a commercial album by the artist. In the event the Company fails to promote the artist or generate any source of revenue, the cost of this investment may have to be written off.

(d) Liquidity

The management expects its operating cash requirement to be around $20,000 for the fiscal year 2004. The management also plans to negotiate the consulting fee of approx. $78,000 payable to Snapper Inc., a non-related shareholder corporation, under a contractual obligation, to be settled by issuance of the Company's shares and thereby reduce its cash requirement while availing the financial and business services to be provided by Snapper Inc.

In the past, the operating deficits and investments were funded almost entirely from the funds borrowed from the following entities:

Bontan Corporation Inc. -- A shareholder corporation with common directors and management
Current Capital Corp. -- a shareholder corporation with common director and management
Snapper Inc. -- a non-related shareholder corporation
Terence Robinson -- Director and Chairman

The management hopes that its current annual financial consulting contract with Snapper inc., which began on May 1, 2003, as explained earlier, will enable the company to obtain operational cash until alternative sources are found. However there is no guarantee that this will happen.

The Company hopes to continue to fund its working capital and investment requirements from convertible debts or equity investments from the existing shareholders and private placements. While, no firm commitment for further funds have been provided by the shareholders, the management believes that the company will continue to attract new investors/lenders given the new business strategy. This is evidenced by the funds advanced by the shareholders to date as detailed earlier under this section.

If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of the existing shareholders will be reduced, shareholders may experience additional dilution and such securities may have rights, preferences or privileges senior to those of the rights of the company's Common Stock. There can be no assurance that additional financing will be available on terms favorable to the Company, or at all. If adequate funds are not available or not available on acceptable terms, the Company will not be able to fund its future operations, produce and market its first musical, The Count, take advantage of unanticipated acquisition opportunities, develop or enhance services or respond to competitive pressures. Any such inability could have a material adverse effect on the Company's business, results of operations and financial condition.

5C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

The Company has not spent any funds on research and development over the last three years and its business does not warrant any research and development expenditures.

We have no patents or licenses.

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5D. TREND INFORMATION

Trends in our financial performance are discussed above in Section A, "Operating Results".

Trends in the recording industry that may have a material effect on the Company's business strategies, revenues, capital resources or profitability include the following:

1. Worldwide music market is continuing to contract due to slow worldwide economic growth, the saturation of the CD market, the effects of piracy and other illegal duplication, parallel imports, pricing pressures and the diversification of customer preferences brought on by increased competition from other entertainment sectors.

2. Music industry is dominated by world's five major record conglomerates: Universal, Sony, Time Warner, EMI/Virgin and Bertelsmann, represented by a powerful trade group, the Recording Industry Association of America (RIAA). These conglomerates have notoriety in exploiting new artists by way of demanding commitment of six to eight albums and underpaying artists'royalty by complex and unscrupulous accounting practices.

5E. OFF-BALANCE SHEET ARRANGEMENTS

The Company never had in the past and does not presently have any off-balance sheet arrangements.

5.F CONTRACTUAL OBLIGATIONS

The Company entered into a consulting contract with Snapper Inc., a non-related shareholder corporation effective May 1, 2003 for a one-year term and subject to automatic renewal for another year. The agreement requires the corporation to provide various financial and business consulting services.

5G. FORWARD LOOKING STATEMENTS

The foregoing Operating and Financial Review and Prospects contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, and as contemplated under the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections, and anticipated trends in the Company's business and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project," and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties, certain of which are beyond the Company's control. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for the Company's products, competitive pricing pressures, changes in the market price of ingredients used in the Company's products and the level of expenses incurred in the Company's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. The Company disclaims any intent or obligation to update "forward looking statements".

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth all current directors and executive officers of the Company, with each position and office held by them in the Company, and the period of service as such:



Name and Position		Commencement of
With the Company	Age	Service

Terence Edward Robinson	44	April 1, 1998
Chairman and Chief Executive Officer
Kam Shah	52	April 1, 1999
Director and Chief Financial Officer

Each of our directors was re-elected at the Corporation's Annual & Special Meeting of Shareholders held on November 27, 2002. Each director will hold office until the next Annual General Meeting or until a successor is elected or appointed. We do not maintain insurance for the benefit of our directors and officers against liabilities incurred by them in their capacity as directors or officers. We do not maintain key man life insurance. None of our directors has a contract with us providing for benefits upon termination of his position as a director.

The following discusses the business experience, history and functions of our directors senior officers and key persons.

Terence Edward Robinson

Terence is the Chairman and Chief Executive Officer of the Company. He has been a director since April 1998.

He is a twenty-year veteran investor and financial advisor to early stage growth companies. He is also a very keen art lover. He received an Emmy award as Executive producer of "Beethoven Lives Upstairs" -- critically acclaimed children's musical program.

He is also a director in Bontan Corporation Inc., a business development and services Company and a consultant in Current Capital Corp., an investor relations firm.

Kam Shah

Kam is a director and Chief Financial Officer of the company. Kam has been a director since April 1999.

Kam is a member of the Canadian Institute of Chartered Accountants and American Institute of Certified Public Accountants. He has over fifteen years of international financial experience with large accounting firms and multimedia entertainment companies.

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He is also a director and Chief Financial Officer of Bontan Corporation Inc., and a Chief Financial Officer of Current Capital Corp.

Currently, our Board members also act as management team. We do not have any other employees.

6B. COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT

Our directors do not receive any cash compensation from the Corporation for acting as directors. They have not received any compensation for acting as executive officers of the company. They are however, entitled to participate in the stock option plan, subject to the terms of our stock option plan, discussed under "Employees" below.

There are currently no employment agreements with any of the directors.

6C. BOARD PRACTICES

Directors may be appointed at any time in accordance with the by-laws of the Company and then re-elected annually by the shareholders of the Company. Directors receive no compensation for serving as such, other than stock option and reimbursement of direct expenses. Officers are elected annually by the Board of Directors of the Company and serve at the discretion of the Board of Directors.

The Company has not set aside or accrued any amount for retirement or similar benefits to the directors.

Terence Robinson is the sole member of the audit committee. The audit committee is charged with overseeing the Company's accounting and financial reporting policies, practices and internal controls. The committee reviews significant financial and accounting issues and the services performed by and the reports of our independent auditors and makes recommendations to our Board of Directors with respect to these and related matters.

The Board is responsible for overseeing approval of our financial statements, business plans, major capital expenditures, raising capital and other major financial activities, executive hiring, compensation, assessment and succession, granting of stock options, decisions to devote resources to new lines of business, organizational restructurings, acquisitions and divestitures. All directors are required to declare their interests in transactions or matters affecting the Corporation and refrain from voting with respect to such matters.

6D. EMPLOYEES

The Company never had, and currently does not have, any employee since its inception.

Our future success, however, will depend upon our ability to attract and retain qualified personnel. Competition for technical personnel required in our business in particular is often intense, and there can be no assurance that we will be able to attract and retain adequate numbers of qualified personnel in the future.

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6E. SHARE OWNERSHIP OF DIRECTORS AND SENIOR MANAGEMENT

The following table shows the share ownership of Directors and Senior Management as of November 5, 2003:


	NUMBER OF SHARES OWNED	PERCENTAGE OF OUTSTANDING

Terence Robinson	339,000*	6 %
Kam Shah	50,000	1 %

	*Held indirectly.

Our share option plan (the "Plan") was approved by the shareholders in the Annual and Special Meeting held on October 18, 1999. Our Plan was established for the purpose of attracting and retaining highly qualified personnel by providing incentives in the form of stock options. Under the Plan incentive share options for up to 10% of the issued and outstanding common shares of the company may be granted from time to time by the board of directors to our directors, officers, employees and consultants, and to the directors, officers, employees and consultants of our subsidiaries.

Options granted under the Plan will have an exercise price equal to the market price of the common shares on the day preceding the day of the grant as determined by our board of directors, where the market price is the closing price (or the closing bid and asked prices, as applicable) on the exchange or market where the shares are listed or quoted as selected by the board of directors, as discounted by a percentage not exceeding maximum allowable under the applicable securities rules and regulations, and will be exercisable over the period determined by the board of directors. Unvested options granted under the Plan will immediately become fully vested and exercisable upon the occurrence of any one of the following four events:

The acquisition of more than 50% of the beneficial ownership of our outstanding voting securities;
A consolidation or merger with another company where our shareholders do not have the same proportionate ownership in the surviving entity that they had prior to the merger, and we are either (i) not the continuing or surviving corporation, or (ii) our shares are converted into cash, securities or other property;
The sale, lease, exchange or other transfer of all or substantially all of our assets; and
Our shareholders approve a plan of liquidation or dissolution.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

We are a publicly owned Canadian corporation. We are not controlled directly or indirectly by another corporation, or any government.

7A. MAJOR SHAREHOLDERS

The following table shows the ownership of our common shares as of November 5, 2003, of each person known to us to be the beneficial owner of more than 5% of our outstanding common shares.

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Name	# of common shares held	% of outstanding shares

Current Capital Corp.	2,619,500	43 %
Snapper Inc.	1,090,000	18 %
Stacey Atkinson	339,000	6 %
Jayvee & Co.	500,000	8 %
John Robinson	377,500	6 %

These shares do not carry any voting or other rights that are different from the rights attaching to our common shares, which are summarized in Item 9 "The Listing".

Majority of the directors of Dealcheck.com Inc. are also the directors of the company.

Stacey Atkinson is a common law partner of a director, Terence Robinson.

The directors of the company are executives in Current Capital Corp., a privately owned Ontario company.

The following are the details of significant changes in percentage ownership held by the major shareholders during the past three years:


Year ended June 30,	2001	2002	2003	July 1, 2003 to November 5, 2003

Snapper Inc.	9 %	17 %	18 %	18 %
Stacey Atkinson	4 %	10 %	6 %	6 %
Current Capital Corp.	0 %	9 %	43 %	43 %
Jayvee & Co.	5 %	1 %	8 %	8 %
John Robinson	9 %	9 %	6 %	6 %

7B. RELATED PARTY TRANSACTIONS

The following are the details of major related party transactions between the period July 1, 2001, and November 5, 2003:

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Year ended June 30,	2001	2002	2003	July 1, 2003 to November 5, 2003


Rent, utilities and phone costs recharched by Current Capital Corp. with which the Company shared the premises, based on the actual cost and space usage	$15,046	$7,451	$2,616	$696
Administrative fee charged by Current Capital Corp. for services of the Company's executives based on the time spent	-	$2,849	$8,597	$1,125
Interest charged on funds advanced by Bontan Corporation Inc.	$3,568	-	-	-
Consulting fee charged by Snapper Inc.	-	-	$13,944	$33,935


net funds borrowed from/(advanced to) related parties
Current Capital Corp.	$15,464	$3,606	($81,688)	$11,604
Bontan Corporation Inc.	$68,595	($160,715)	($3,183)	$255
Snapper Inc.	-	-	$17,825	$20,664
Terence Robinson	-	-	$1,747	$506

During the fiscal 2002, Bontan Corporation lent further $85,647 and was issued 2 million common shares of the Company in settlement of the debt of $215,431.
During the fiscal 2003, Current Capital Corp lent further $19,747 and was issued 2.2 million common shares of the Company in settlement of the debt of $101,435.

Management of the Corporation is not aware of any other material interest, direct or indirect, of any director, officer or any associate or affiliate of any of the foregoing persons other than those detailed above, in any matter to be acted upon. There may develop potential conflicts of interest to which the proposed directors and officers of the Corporation may be subject in connection with the operations of the Corporation. Conflicts, if any will be subject to the procedures and remedies under the Business Corporations Act (Ontario). See "Item 10B Memorandum and Articles of Association - Bylaws; Director's Conflicts."

7.C INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

8A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Information regarding our financial statements is contained under the caption "Item 18. Financial Statements" below.

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Dividend Policy

We did not pay any cash or other dividends on our common shares since the inception of the Company and the Board of Directors does not contemplate doing so in the foreseeable future.

Legal Proceedings

There are currently no material claims pending against the company and its subsidiary.

8B. SIGNIFICANT CHANGES

The following is a summary of key corporate changes and other significant events that occurred after June 30, 2003:

On August 14, 2003, the company carried out a reverse stock split under which one common share of First Empire Corporation Inc. would be issued for every two common shares of First Empire Entertainment.com Inc. The holders of less than 9 shares (under 5 post-consolidated shares) will not be issued any shares of First Empire Corporation Inc., instead, they will be entitled to a cash payment of $0.05 per share, based on the price recently negotiated in the absence of any available market price for the Company's common shares. Subsequently, in the board meeting of November 10, 2003, the directors agreed to a minimum cash payment of $1 per shareholder surrendering their shares under the buy-back plan.

ITEM 9. THE LISTING

9A. OFFERING AND LISTING DETAILS

Common Shares

Each of our Common Shares carries one vote at all meetings of shareholders, is entitled to dividends as and when declared by our Board of Directors and is entitled upon liquidation, dissolution or winding-up to a pro rata share of the assets distributable to holders of common shares. Our common shares carry no conversion or pre-emptive rights. We have no other classes of shares. Pursuant to section 23 (1) of the Business Corporations Act (R.S.O. 1990, c. B. 16), which is our governing corporate legislation, our articles allow us to issue an unlimited number of common shares at such time and to such persons and for such consideration as the directors may determine. However, in certain circumstances the Ontario Securities Act and the rules and policies of the Ontario Securities Commission may require that we obtain shareholder approval to issue shares.

At our 2002 Annual Special Meeting of Shareholders, the shareholders passed a resolution authorizing our directors to raise funds through one or more private placement financing transactions at prices at their sole discretion. Any other financing activities that are proposed and require shareholder approval will be put forth to the shareholders in accordance with applicable legislative or regulatory requirements. We are only authorized to enter into such a private placement if funds are required to continue or expand our activities and the subscription price is reasonable in the circumstances. This resolution was obtained to obviate any need for shareholder approvals of a private placement that may be required by a securities regulatory authority and thereby reduce the time required to complete a financing. Any financing that is not in accordance with the terms of the shareholder's resolution may require shareholder approval pursuant to the rules and policies of the Ontario Securities Commission.

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Transfer Agent

Our common shares are issued in registered form. Equity Transfer Services Inc., located in Toronto, Ontario, Canada, is the registrar and transfer agent for our common shares.

9B. PLAN OF DISTRIBUTION

Not applicable.

9C. MARKETS

Trading Market

Our common shares traded "over-the-counter" on the Canadian Unlisted Board ("CUB") with the trading symbol "FEPR" and CUSIP #32008X 10 8. The CUB system was implemented in November 2000 but has currently been discontinued. It was only available to traders and brokers for reporting trades that they had arranged in unlisted and unquoted equity securities in Ontario. No real-time quotes or trades were available to the public. There is no record of quotations under the CUB.

There can be no assurance that an active trading market for our common shares will develop or be sustained.

9D. SELLING SHAREHOLDERS

Not applicable.

9E. DILUTION

Not applicable.

9F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

10A. SHARE CAPITAL

Common Shares

On November 5, 2003, the shareholders' list for our common shares showed 370 registered shareholders and 6,108,995 shares outstanding. Nine of these registered shareholders listed U.S. addresses, showing ownership of an aggregate of 368,757 shares, representing 6.04 % of our outstanding common shares. All of our outstanding common shares are fully paid and non-assessable.

Options

There were no options issued or outstanding as of the date of this Registration Statement.

Warrants

Three million warrants were issued on May 13, 2003, as part of the acquisition cost of Jenn Project. These warrants are convertible into equal number of common shares on or before May 13, 2005 at a price of $0.25 per each warrant.

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10B. MEMORANDUM AND ARTICLES OF ASSOCIATION

We are an Ontario corporation under the Business Corporations Act (Ontario) by Articles of Amalgamation dated March 18, 1997.The details of the amalgamated entities and their name changes are given under Item 4 of this Registration Statement.

Our Ontario corporation number is 1228120. The Articles of Amalgamation provide in section 6 that there are no restrictions on the business that we may carry on or on the powers that we may exercise. These provisions of our Articles of Amalgamation have not been amended or revoked.

Bylaws: Our bylaws explain the way our corporate affairs are to be conducted. A copy of our bylaws is attached as Exhibit 2.1 to this registration statement. As provided for in the legislation that governs us, a bylaw can be made, amended or repealed at any time by our directors. If the directors make, amend or repeal a bylaw, the bylaw, amendment or repeal must be submitted to our shareholders at the next shareholder meeting. Our shareholders may confirm, reject or amend the bylaw, amendment or repeal. A shareholder may propose to make, amend or repeal a bylaw. Such a proposal must be submitted to our shareholders for adoption at the next shareholder meeting.

Borrowing powers: Our borrowing powers are authorized by section 38 and 39 of our bylaws. The financial institutions with which our banking business is to be conducted are to be determined by our board of directors or any committee or person designated by our board of directors to make such determination. Our board of directors, or any committee or person designated by our board of directors, is authorized to borrow money, issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness on our behalf. Our board of directors, or any committee or person designated by our board of directors, is also authorized to secure or guarantee on our behalf the performance of any present or future indebtedness, liability or obligation of any person. The board of directors is authorized to exercise the borrowing powers described above without obtaining authorization from our shareholders.

Director's Appointment and Quorum: A quorum for the transaction of business at any meeting of the board of directors is set in section 10 of our bylaws to be at least two fifth with a majority of the directors present are resident Canadian. The board of directors can determine that a quorum shall be more than a majority. Our directors are not required to hold any of our common shares. Section 7 of our bylaws provides that our shareholders may by resolution passed at a meeting specially called for such purpose remove any director from office and fill the vacancy created by such removal.

Director's Conflicts: Section 17 of our bylaws governs conflicts of interest involving our directors. That section provides that a director or officer who is a party to, or who is a director or officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided by the Business Corporations Act (Ontario). The relevant provisions of that Act as of the date of this registration statement provide that a director or officer of a corporation who (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation, or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest. (R.S.O. 1990, c. B.16, s. 132 (1).) Any such contract or proposed contract may be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the

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board or shareholders. Such a director shall not vote on any resolution to approve the same except as provided by the Act. Section 15 of our bylaws provides that the directors shall be paid such remuneration for their services and reimbursed for expenses properly incurred as the board may from time to time determine. Directors are not precluded from serving us in any other capacity and receiving remuneration therefore.

Director's Indemnity: Section 19 of our bylaws set forth certain protections for our directors and officers. Section 19 provides that no director or officer shall be held liable for any losses or liabilities provided that in exercising his powers and discharging his duties he acts honestly and in good faith with a view to our best interests and exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. These provisions of our bylaws do not relieve any director or officer from the duty to act in accordance with the Act and the regulations there under or from liability for breach of such laws.

Shareholder's Meetings: Our board of directors, our chairman of the board, or our president are responsible for setting the date and place for the annual general meeting of shareholders, which by law must be held no later than fifteen months after the last annual meeting. The purpose of the annual meeting is to consider our financial statements and reports, elect directors, appoint an auditor and transact any other business. Section 46 of our bylaws provides that our board, our chairman of the board, or our president has the power to call a special meeting of shareholders at any time.

Section 47 of our bylaws specifies the requirements for calling a shareholder meeting. That section requires that notice of the time and place of each meeting of shareholders shall be given not less than 21 nor more than 50 days before the date of the meeting to each director, to our auditor and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than consideration of the financial statements and auditor's report, election of directors, and reappointment of the incumbent auditor must state the nature of such business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

We are required by section 51 of our bylaws to prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting. If a record date for the meeting is fixed, the shareholders listed are those registered at the close of business on the record date. If no record date is fixed, the shareholders listed are those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list is to be made available for examination by any shareholder during usual business hours at our registered office or at the place where our central securities register is maintained and at the meeting. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting will be deemed to be a list of shareholders.

Section 52 of our bylaws sets out the requirements for setting a record date. Our directors are not required to set a record date, but if they do, the record date must not precede the date of the shareholder's meeting by more than 50 days or by less than 21 days. If our board does not fix a record date, the record date for the determination of the shareholders entitled to receive notice of a meeting shall be at the close of business on the day immediately preceding the day on which the notice is given, or if no notice is given, the day of which the meeting is held.

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A shareholder meeting may be held without notice if the requirements set out in section 53 of our bylaws are met. These are requirements that must be met are: (a) all the shareholders entitled to vote at the meeting are present in person or represented, or if those not present or represented waive notice of or otherwise consent to the meeting, and (b) our auditors are present or waive notice of or otherwise consent to the meeting. The meeting can only proceed without notice having been given if the shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Section 59 of our bylaws states that the quorum required in order to conduct business at a shareholder's meeting two individuals present in person, each of whom is a shareholder or proxy holder entitled to vote at the meeting.

Section 55 of our bylaws provides that every person named in the shareholder list is entitled to vote the number of shares shown on the list opposite their name. Every question to be decided at a shareholders meeting shall, unless otherwise required by law, be determined by a majority of the votes cast on the question. Section 56 of our bylaws governs the rights of a shareholder to appoint a proxy holder or representative to attend a shareholder meeting and vote at that meeting on the shareholder's behalf. A proxy must be in writing and signed by the shareholder or his or her attorney. Where a shareholder is a corporation or association, it may authorize an individual to represent it at a shareholder meeting. The authority of such an individual must be given by a resolution of the corporation or shareholder and deposited with us.

Section 58 of our bylaws allows the chairman at a shareholders meeting to adjourn the meeting provided that the shareholders consent to the adjournment. If a shareholder meeting is adjourned for less than 30 days, notice of the adjourned meeting does not have to be given. If a shareholder meeting is adjourned by one or more adjournments for a total of 30 days or more, then notice of the adjourned meeting must be given as required for an original meeting.

10C. MATERIAL CONTRACTS

The Company entered into a consulting agreement with Snapper Inc. on May 1, 2003 for a period of 12 months for a fee of US$5,000 per month, payable in advance. The agreement requires the corporation to provide various business consulting services.

The Company has not entered into any other material contracts in the preceding three years.

10D. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

Other than those described below, there are currently no limitations imposed by Canadian federal or provincial laws on the rights of non-resident or foreign owners of Canadian securities to hold or vote the securities held. There are also no such limitations imposed by our memorandum and articles of association with respect to our Common Shares.

Investment Canada Act

Under the Investment Canada Act, the acquisition of control of a Canadian business by a "non-Canadian" is subject to review by the Investment Review Division of Industry Canada ("Investment Canada"), a government agency, and will not be allowed unless the investment is found likely to be of "net benefit" to Canada. An acquisition of control

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will be reviewable by Investment Canada if the value of the assets of the Canadian business for which control is being acquired is (1) $5 million or more in the case of a "direct" acquisition; (2) $50 million or more in the case of an "indirect" acquisition, which is a transaction involving the acquisition of the shares of a company incorporated outside of Canada which owns subsidiaries in Canada; or (3) between $5 million or more but less than $50 million where the Canadian assets acquired constitute more than 50% of the value of all entities acquired, or if the acquisition is not effected through the acquisition of control of a foreign corporation.

These thresholds have been increased for the purposes of acquisition of control of a Canadian business by investors from members of the World Trade Organization ("WTO"), including Americans, or WTO member-controlled companies. A direct acquisition by a WTO investor is reviewable only if it involves the direct acquisition of a Canadian business with assets of $209 million or more for the year 2001 (this figure is adjusted annually to reflect inflation). Indirect acquisitions by WTO investors are not reviewable unless the Canadian assets acquired constitute more than 50% of the asset value of all entities acquired, in which case the $209 million threshold applies.

These increased thresholds applicable to WTO investors do not apply to the acquisition of control of a Canadian business that is engaged in certain sensitive areas such as uranium production, financial services, transportation or culture. In the case of the acquisition of control of a cultural business, the Minister can elect to review the transaction even where it does not exceed the lower asset threshold test above. Even if the transaction is not reviewable, a non-Canadian must still give notice to Investment Canada of the acquisition of control of a Canadian business within 30 days after its completion.

Competition Act

Under the Competition Act (Canada), certain transactions are subject to the pre-notification requirements of the Competition Act whereby notification of the transaction and specific information in connection therewith must be provided to the Commissioner of Competition. A transaction may not be completed until the applicable statutory waiting periods have expired, namely 14 days for a short-form filing or 42 days for a long-form filing. Where the parties elect to file a short-form notification, the Commissioner may convert the filing to a long-form, thereby restarting the clock once the parties submit their filing.

A proposed transaction is subject to pre-notification if the parties to the transaction together with their affiliates exceed two thresholds. First, the parties and their affiliates must have total assets or total revenues from sales in, from or into Canada that exceed $400 million in aggregate value. Having met this first threshold, the parties must then provide pre-notification if any one of the following additional thresholds is met: (1) for an acquisition of assets in Canada where the aggregate value of the assets or the gross revenues from sales in or from Canada that are being acquired exceeds $35 million (the "$35 million threshold"); (2) in the case of an acquisition of shares of a company in Canada, where as a result of the proposed acquisition, the person acquiring the shares, together with its affiliates, would own more than 20% (or, if the person making the acquisition already owns 20% or more of the voting shares of the target, then 50%) of the voting shares of a corporation that are publicly traded or, in the case of a company of which the shares are not publicly traded, the threshold is 35% of the voting shares (and 50% if the acquirer owns 35% or more of the voting shares of the subject company prior to making the acquisition) and the $35 million threshold is exceeded; or (3) in the case of a proposed amalgamation of two or more corporations where one or more of the amalgamating corporations carries on an operating business (either directly or indirectly) where the aggregate value of the assets in Canada that would be owned by the continuing corporation resulting from the amalgamation would exceed $70 million or

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the gross revenues from sales in or from Canada generated from the assets of the amalgamated entity would exceed $70 million.

Finally, all merger transactions, regardless of whether they are subject to pre-merger notification, are subject to the substantive provisions of the Competition Act, namely, whether the proposed merger prevents or lessens, or is likely to prevent or lessen, competition substantially in a relevant market.

10E. TAXATION

In this section we summarize the material U.S. federal and Canadian federal income tax consequences of the ownership and disposition of our Common Shares. Nothing contained herein shall be construed as tax advise, you must rely only on the advise of your own tax advisor. We make no assurances as to the applicability of any tax laws with respect to any individual investment. This summary relating to our Common Shares applies to beneficial owners who are individuals, corporations, trusts and estates which:

for purposes of the U.S. Internal Revenue Code of 1986, as amended through the date hereof (the Code ), are U.S. persons and, for purposes of the Income Tax Act (Canada) (the Income Tax Act ) and the Canada--United States Income Tax Convention (1980), are non-residents of Canada and residents of the United States, respectively, at all relevant times;

hold Common Shares as capital assets for purposes of the Code and capital property for purposes of the Income Tax Act;

deal at arm's length with us for purposes of the Income Tax Act; and

do not and will not use or hold the Common Shares in carrying on a business in Canada.

We refer to persons who satisfy the above conditions as "Unconnected U.S. Shareholders."

The tax consequences of an investment in Common Shares by persons who are not Unconnected U.S. Shareholders may differ materially from the tax consequences discussed in this section. The Income Tax Act contains rules relating to securities held by some financial institutions. We do not discuss these rules, and holders that are financial institutions should consult their own tax advisors.

This discussion is based upon the following, all as currently in effect:

the Income Tax Act and regulations under the Income Tax Act;

the Code and Treasury regulations under the Code;

the Canada--United States Income Tax Convention (1980);

the administrative policies and practices published by the Canada Customs and Revenue Agency, formerly Revenue Canada;

all specific proposals to amend the Income Tax Act and the regulations under the Income Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this report;

the administrative policies published by the U.S. Internal Revenue Service; and

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judicial decisions.

All of the foregoing are subject to change either prospectively or retroactively. We do not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.

Material U.S. Federal Income Tax Considerations

Subject to the discussion below regarding Foreign Personal Holding Company Rules, Passive Foreign Investment Company Rules and Controlled Foreign Corporation Rules, this section summarizes U.S. federal income tax consequences of the ownership and disposition of the Common Shares.

As an Unconnected U.S. Shareholder, you generally will be required to include in income dividend distributions, if any, paid by us to the extent of our current or accumulated earnings and profits attributable to the distribution as computed based on U.S. income tax principles. The amount of any cash distribution paid in Canadian dollars will be equal to the U.S. dollar value of the Canadian dollars on the date of distribution based on the exchange rate on such date, regardless of whether the payment is in fact converted to U.S. dollars and without reduction for Canadian withholding tax. (For a discussion of Canadian withholding taxes applicable to dividends paid by us, see "Material Canadian Federal Income Tax Considerations.") You will generally be entitled to a foreign tax credit or deduction in an amount equal to the Canadian tax withheld. To the extent distributions paid by us on the Common Shares exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to your adjusted tax basis in the shares and then as capital gain from the sale or exchange of the shares.

Dividends paid by us generally will constitute foreign source dividend income and "passive income" for purposes of the foreign tax credit, which could reduce the amount of foreign tax credits available to you. The Code applies various limitations on the amount of foreign tax credits that may be available to a U.S. taxpayer.

Because of the complexity of those limitations, you should consult your own tax advisor with respect to the availability of foreign tax credits.

Dividends paid by us on the Common Shares generally will not be eligible for the "dividends received" deduction.

If you sell the Common Shares, you generally will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and your adjusted tax basis in the shares. Any such gain or loss will be long-term or short-term capital gain or

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loss, depending on whether the shares have been held by you for more than one year, and will generally be U.S. source gain or loss.

Dividends paid by us on the Common Shares generally will be subject to U.S. information reporting or the 31% backup withholding tax, unless you furnish the paying agent or middleman with a duly completed and signed Form W-9. You will be allowed a refund or a credit equal to any amount withheld under the U.S. backup withholding tax rules against your U.S. federal income tax liability, provided you furnish the required information to the Internal Revenue Service.

Foreign Personal Holding Company Rules

Special U.S. tax rules apply to a shareholder of a foreign personal holding company ("FPHC"). We would be classified as a FPHC in any taxable year if both of the following tests are satisfied:

five or fewer individuals who are U.S. citizens or residents own or are deemed to own more than 50% of the total voting power of all classes of our stock entitled to vote or the total value of our stock; and

at least 60% of our gross income consists of "foreign personal holding company income," which generally includes passive income such as dividends, interest, gains from the sale or exchange of stock or securities, rents and royalties.

We believe that we are not a FPHC. However, we cannot assure you that we will not be classified as a FPHC in the future.

Personal Holding Company Rules

We will not be classified as a personal holding company a ("PHC") for U.S. federal income tax purposes unless at any time during the last half of our taxable year, five or fewer individuals (without regard to their citizenship or residency) own or are deemed to own (pursuant to certain attribution rules) more than 50% of our stock by value, and at least 60% of our ordinary gross income for the taxable year is "personal holding company" (generally passive income such as dividends and interest). We should not meet the PHC tests, and even if we were to become a PHC, we do not expect to have material undistributed PHC income. However, we cannot assure you that we will not become a PHC because of uncertainties regarding the application of the constructive ownership rules and the possibility of changes in our shareholder base and income or other circumstances that could change the application of the PHC rules to us. In addition, if we become a PHC we cannot assure that the amount of our PHC income will be immaterial.

Passive Foreign Investment Company Rules

The passive foreign investment company ("PFIC") provisions of the Code can have significant tax effects on Unconnected U.S. Shareholders. We could be classified as a PFIC if, after the application of certain "look through" rules, for any taxable year, either:

75% or more of our gross income is "passive income," which includes interest, dividends and certain rents and royalties; or

the average quarterly percentage, by fair market value of our assets that produce or are held for the production of "passive income," is 50% or more of the fair market value of all our assets.

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To the extent we own at least 25% by value of the stock of another corporation, we are treated for purposes of the PFIC tests as owning our proportionate share of the assets of such corporation, and as receiving directly our proportionate share of the income of such corporation.

Distributions which constitute "excess distributions" from a PFIC and dispositions of Common Shares of a PFIC are subject to the following special rules: (1) the excess distributions (generally any distributions received by an Unconnected U.S. Shareholder on the shares in any taxable year that are greater than 125% of the average annual distributions received by such Unconnected U.S. Shareholder in the three preceding taxable years, or the Unconnected U.S. Shareholder's holding period for the shares, if shorter) or gain would be allocated ratably over an Unconnected U.S. Shareholder's holding period for the shares, (2) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we are a PFIC would be treated as ordinary income in the current taxable year and (3) the amount allocated to each of the other taxable years would be subject to the highest rate of tax on ordinary income in effect for that year and to an interest charge based on the value of the tax deferred during the period during which the shares are owned.

Subject to specific limitations, Unconnected U.S. Shareholders who actually or constructively own marketable shares in a PFIC may make an election under section 1296 of the Code to mark those shares to market annually, rather than being subject to the above-described rules. Amounts included in or deducted from income under this mark-to-market election and actual gains and losses realized upon disposition, subject to specific limitations, will be treated as ordinary gains or losses. For this purpose, we believe that our shares will be treated as "marketable securities" within the meaning of Section 1296(e)(1) of the Code.

We believe that we will not be a PFIC for the current fiscal year and we do not expect to become a PFIC in future years. Whether we are a PFIC in any year and the tax consequences relating to PFIC status will depend on the composition of our income and assets, including cash. You should be aware, however, that if we are or become a PFIC we may not be able or willing to satisfy record-keeping requirements that would enable you to make a "qualified electing fund" election.

You should consult your tax advisor with respect to how the PFIC rules affect your tax situation.

Controlled Foreign Corporation Rules

If more than 50% of the voting power or total value of all classes of our shares is owned, directly or indirectly, by U.S. shareholders, each of which owns 10% or more of the total combined voting power of all classes of our shares, we could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would require such 10% or greater shareholders to include in income their pro rata shares of our "Subpart F Income," as defined in the Code. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by an Unconnected U.S. Shareholder who is or was a 10% or greater shareholder at any time during the five year period ending with the sale or exchange will be ordinary dividend income to the extent of our earnings and profits attributable to the shares sold or exchanged.

We believe that we are not a CFC, however, we cannot assure you that we will not become a CFC in the future.

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Material Canadian Federal Income Tax Considerations

In this section, we summarize the material anticipated Canadian federal income tax considerations relevant to the ownership and disposition of the Common Shares.

Under the Income Tax Act, assuming you are an Unconnected U.S. Shareholder, and provided the Common Shares are listed on a prescribed stock exchange, which includes the Toronto Stock Exchange and the AMEX, you will generally not be subject to Canadian tax on a capital gain realized on an actual or deemed disposition of the Common Shares unless you alone or together with persons with whom you did not deal at arm's length owned or had rights to acquire 25% or more of our issued shares of any class at any time during the sixty (60) month period before the actual or deemed disposition.

Dividends paid, credited or deemed to have been paid or credited on the Common Shares to Unconnected U.S. Shareholders will be subject to a Canadian withholding tax under the Income Tax Act at a rate of 25% of the gross amount of the dividends. Under the Canada-United States Income Tax Convention (1980), the rate of withholding tax on dividends generally applicable to Unconnected U.S. Shareholders who beneficially own the dividends is reduced to 15%. In the case of Unconnected U.S. Shareholders that are corporations that beneficially own at least 10% of our voting shares, the rate of withholding tax on dividends generally is reduced to 5%. United States limited liability companies ("LLCs") will not be entitled to these reduced rates. Shareholders that are partnerships will be subject to the 25% rate unless the partnership applies for and receives written authority for us to reduce the withholding tax rate.

Canada does not currently impose any federal estate taxes or succession duties. However, if you die, there is a deemed disposition of the Common Shares held at that time for proceeds of disposition generally equal to the fair market value of the Common Shares immediately before the death. Capital gains realized on the deemed disposition, if any, will have the income tax consequences described above.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF CANADIAN OR US FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF COMMON STOCK IN LIGHT OF SUCH HOLDER'S PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES THAT WOULD RESULT FROM THEIR OWNERSHIP AND DISPOSITION OF COMMON STOCK OF THE COMPANY, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN LAWS.

10F. DIVIDENDS AND PAYING AGENTS

Not applicable.

10G. STATEMENT BY EXPERTS

Not applicable.

10H. INSPECTION OF DOCUMENTS

The documents concerning the Company referred to in this Annual Report may be inspected at the Company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3. The Company may be reached at (416) 860-0211. Documents filed with the Securities and Exchange Commission ("SEC") may also be read and copied at the SEC's public reference room at Room 1024, Judiciary Plaza Building, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the SEC located at Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

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The Company is subject to reporting requirements as a "reporting issuer" under applicable securities legislation in Canada and as a "foreign private issuer" under the Securities Exchange Act of 1934 (the "Exchange Act"). As a result, we must file periodic reports and other information with the Canadian securities regulatory authorities and the Securities and Exchange Commission.

A copy of this registration statement Form/Form 20-F and certain other documents referred to in this statement and other documents filed by us may be retrieved from the system for electronic document analysis and retrieval ("SEDAR") system maintained by the Canadian securities regulatory authorities at www.sedar.ca or from the Securities and Exchange Commission electronic data gathering, analysis and retrieval system at www.sec.gov/edgar.

10I. SUBSIDIARY INFORMATION

The documents concerning the Company's subsidiaries referred to in this registration statement may be inspected at the Company's office at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada, M5R 2G3.

ITEM 11. QUANTITATIVE AND QUALITATIVE ASSESSMENT OF MARKET RISK

EXCHANGE RATE SENSITIVITY

Substantially large amounts of our revenues and production costs are expected to be earned in United States dollars, and expenses are incurred in Canadian dollars. Increases in the value of the Canadian dollar relative to the United States dollar could adversely affect our results of operations. We do not engage in any foreign currency hedging policies. To the extent that we are not able to or do not raise our prices to reflect an adverse change in exchange rates, our profitability would be adversely affected. The impact of future exchange rates fluctuations on our results of operations and financial condition cannot be accurately predicted.

PART II

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

No modifications or qualifications have been made to the instruments defining the rights of the holders of our Common Shares and no material amount of assets securing our securities has been withdrawn or substituted by us or anyone else (other than in the ordinary course of business),

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Subsequent to June 30, 2003, certain corporate changes were made which involved a 2:1 reverse split and buy-back of fractional shares. These changes and their effect have been fully explained under item 8(b), Significant Changes section of this report.

ITEM 15. CONTROLS AND PROCEDURES

Based on a review conducted by our Chief Executive Officer and Chief Financial Officer in connection with the preparation of the financial statements for Fiscal Year 2003, the Company now has effective disclosure controls and procedures in place.

In July 2002, the management implemented a corporate disclosure policy. A copy of the disclosure policy document is included in this registration statement as Exhibit 99(i).

ITEM 16. [RESERVED]

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The following documents are filed as part of this Annual Report on Form 20-F immediately following the text of this 20-F, beginning on page F-1.

Audited Consolidated financial statements of the Company for the years ended June 30, 2003 , 2002 and 2001:

Auditors Report
Consolidated Balance Sheet
Consolidated Statement of Operations and Deficit
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements

ITEM 19. EXHIBITS



	3(i)		Articles of Incorporation of the Company

	3(ii)		By-Laws of the Company

	3(iii)		Graphic Summary of Corporate History

	3(iv)		Certificate of name change from Minedel Mining & Development Company Limited to Minedel Mines Limited

	3(v)		Certificate of name change from Minedel Mines Limited to Havelock Energy & Resources Inc.

	3(vi)		Certificate of name change from Havelock Energy & Resouces Inc. to Municipal Ticket Corporation

	3(vii)		Certificate of name change from Municipal Ticket Corp. to I.D. Investments Inc.

	3(viii)		Certificate of Amalgamation to Biolink Corporation

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	3(ix)		Certificate of name change from Biolink Corp. to First Empire Entertaiment.com Inc.

	3(x)		Certificate of name change from First Empire Entertaiment.com Inc. to First Empire Corporation Inc.

	3(xi)		Specimen Common Share certificate

	99(i)		Corporate Disclosure Policy

	99(ii)		1999 Stock Option Plan

	31		Certifications Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

	32		Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

SIGNATURES

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

/s/ Terence Robinson
Terence Robinson
Chairman and CEO
First Empire Corporation Inc.

Date: November 5, 2003

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	First Empire Corporation Inc. (Formerly known as First Empire Entertainment.com Inc.)
	Consolidated Financial Statements
	For the Years Ended June 30, 2003 and 2002
	(Canadian Dollars)

F-1


INDEX



		Page


	Auditors' Report	1
	Comments by auditors for U.S. readers on Canada-U.S. reporting differneces	2
	Consolidated Balance Sheets	3
	Consolidated Statement of Operations	4
	Consolidated Statement of Cash Flows	5
	Consolidated Statement of Shareholders' Deficit	6
	Notes to Consolidated Financial Statements	7-16

F-2

[LOGO]

Sloan Paskowitz Adelman LLP
CHARTERED ACCOUNTANS

AUDITORS' REPORT

To the Shareholders of

First Empire Corporation Inc.

We have audited the consolidated balance sheets of First Empire Corporation Inc. as at June 30, 2003 and the consolidated statements of operations and shareholders' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards. Those standards require that we 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.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2003 and the results of its operations and cash flows for the year then ended, in accordance with Canadian generally accepted accounting principles.

Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for the year ended June 30, 2003 and the shareholders' equity as at that date to the extent summarised in Note 14 to the consolidated financial statements.

The consolidated financial statements for the years ended June 30, 2002 and 2001 were audited by another firm of Chartered Accountants, who expressed an opinion without reservation on those financial statements in their reports dated October 25, 2002 and September 26, 2001.


	*"Sloan Paskowitz Adelman LLP"* Chartered Accountants


November 3, 2003 Thornhill, Ontario

F-3

[LOGO]

Sloan Paskowitz Adelman LLP
CHARTERED ACCOUNTANS

COMMENTS BY AUDITORS FOR U.S READERS ON CANADA - U.S. REPORTING
DIFFERENCES

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the consolidated financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 2 to the consolidated financial statements.

The opinion on page 1 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the consolidated financial statements.


	*"Sloan Paskowitz Adelman LLP"* Chartered Accountants


November 3, 2003 Thornhill, Ontario

F-4

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Consolidated Balance Sheets
(Canadian Dollars)
June 30, 2003 and 2002
(see Note 2 -- Going Concern)



As at June 30		Note	2003		2002

ASSETS

Current
	Bank		$	224	$	201
	Accounts receivable and prepayments			1,388		1,184
	Scripts and lyrics	4		-		75,000

				1,612		76,385

Deffered development costs
	Contract rights	5		61,100		-
	Production costs	5		48,900		-

				110,000		-

			$	111,612	$	76,385

LIABILITIES

Current
	Accounts payable and accrued liabilities		$	5,804	$	8,199
	Note Payable	5		50,000		-
	Advances from shareholders	6		52,158		117,457

				107,962		125,656

SHAREHOLDERS' EQUITY (DEFICIENCY)

	Capital stock	7		4,307,384		4,145,949

	Contributed surplus			20,391		20,391

	Deficit			(4,324,125)		(4,215,611)

				3,650		(49,271)

			$	111,612	$	76,385

Commitments and Contingent Liabilities (Note 11)

Related party transactions (Note 10)


Approved by the Board		/s/ Terence Robinson Director		/s/ Kam Shah Director

The accompanying notes form an integral part of these financial statements.

F-5

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Consolidated Statements of Operations
(Canadian Dollars)



For the Years Ended June 30		Note		2003		2002		2001

Revenue

	Exchange gain			$	-	$	3,420	$	-



Expenses

	Scripts and lyrics written off	4			75,000		-		-
	Consulting				22,541		1,029		-
	Professional fees				5,989		3,460		2,200
	Transfer agents fees				4,238		4,620		3,002
	Office and general				1,007		7,866		14,443
	Bank charges and interest				292		173		3,762
	Shareholders information				(553)		5,164		7,394
	Goodwill written off				-		253,959		-

					108,514		276,271		30,801


	Net loss for year			$	(108,514)	$	(272,851)	$	(30,801)


	Net loss per share		8	$	(0.01)	$	(0.04)	$	(0.02)

The accompanying notes form an integral part of these financial statements.

F-6

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Consolidated Statements of Cash Flows
(Canadian Dollars)



For the Years Ended June 30		2003		2002		2001


Cash flows from operating activities

	Net loss for year	$	(108,514)	$	(272,851)	$	(30,801)

Items not affecting cash
	Write-off of goodwill		-		253,959		-
	Write-off of scripts and lyrics		75,000		-		-

			(33,514)		(18,892)		(30,801)

Net change in non-cash working capital
	Amounts receivable and prepayments		(204)		6,093		(476)
	Accounts payable and accrued liabilities		(2,395)		896		(3,274)

			(36,113)		(11,903)		(34,551)


Investing Activities

	Investment in Jenn Project		(50,000)		-		-

Financing Activities

	Net advances from shareholders		36,136		11,915		34,558
	Note payable		50,000		-		-
	Cash acquired upon purchase		-		154		-

			86,136		12,069		34,558


Increase (decrease) in cash during year			23		166		7

Cash at beginning of year			201		35		28

Cash at end of year		$	224	$	201	$	35


Supplemental disclosures

Interest paid		$	-	$	-	$	3,568


Non-cash investing and financing activities
Conversion of loan to equity investment		$	(101,435)	$	-	$	-
Acquisitions			(60,000)		-		-
Issuance of common shares			161,435		-		-

		$	-	$	-	$	-

The accompanying notes form an integral part of these financial statements.

F-7

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Consolidated Statements of Shareholders' Deficit
(Canadian Dollars)
For the Years Ended June 30, 2003, 2002 and 2001



	Number of Shares		Share Capital		Contributed Surplus		Accumulated Deficit	Shareholders' Deficit

Balance June 30, 2000	1,902,756	$	3,778,518	$	20,391	$	(3,911,959)	$	(113,050)
Net loss	-		-		-		(30,801)		(30,801)

Balance June 30, 2001	1,902,756		3,778,518		20,391		(3,942,760)		(143,851)

Issued on conversion of debts	2,040,000		217,431		-		-		217,431
Issued on acquisition	3,000,024		150,000		-		-		150,000
Net loss	-		-		-		(272,851)		(272,851)

Balance June 30, 2002	6,942,780		4,145,949		20,391		(4,215,611)		(49,271)

Issued on conversion of debts	2,200,000		101,435		-		-		101,435
Issued on acquistion	3,000,000		60,000		-		-		60,000
Net loss	-		-		-		(108,514)		(108,514)

Balance June 30, 2003	12,142,780	$	4,307,384	$	20,391	$	(4,324,125)	$	3,650

The accompanying notes form an integral part of these financial statements.

F-8

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Sttements
(Canadian Dollars)
June 30, 2003 and 2002

1. NATURE OF OPERATIONS

First Empire Corporation Inc. ("the Company") was incorporated in Ontario on March 18, 1997 as a result of an amalgamation. The Company is engaged in the development, production, manufacture, and distribution of commercial entertainment materials in all formats.

The Company changed its name from First Empire Entertainment.com Inc. effective May 21, 2003 to fully reflect its business objectives.

2. GOING CONCERN

The consolidated financial statements of the Company have been prepared by management in accordance with Canadian generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the discharge liabilities in the normal course of operations for the foreseeable future.

As at June 30, 2003, the Company has a working capital deficiency of $106,350, has incurred a net loss of $108,514 for the year ended June 30, 2003, and has an accumulated deficit of $4,324,125.

The ability of the Company to continue as a going concern is uncertain and is dependent on achieving profitable operations, the outcome of which cannot be predicted at this time. Accordingly, the Company will require, for the foreseeable future, ongoing capital infusions in order to continue its operations and ensure orderly realization of its assets at their carrying value. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements are prepared in Canadian dollars in accordance with accounting principles generally accepted in Canada, which conform, in all material respects, with accounting principles generally accepted in the United States, except as disclosed in Note 14.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries - First Empire Entertainment Corp., inactive since 2001, and First Empire Music Corp., in development stage. All inter-company balances and transactions have been eliminated on consolidation.

F-9

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

3. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

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

Future Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, as well as for the benefit of losses available to be carried forward to future years for tax purposes. Future income tax assets and liabilities are measured using substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse. Future income tax assets are recognized in the financial statements if realization is considered more likely than not.

Stock-Based Compensation Plan

During the year ended June 30, 2003, the Company adopted CICA Handbook Section 3870 Stock-based Compensation and Other Stock-based Payments which establishes standards for the recognition, measurement and disclosure of stock-based compensation and other stock-based payments made in exchange for goods and services provided by employees and non-employees. The standard requires that a fair value based method of accounting be applied to all stock-based payments to non-employees and to employee awards that are direct awards of stock that call for settlement in cash and other assets or are stock appreciation rights that call for settlement by the issuance of equity instruments. The new standard permits the Company to continue its existing policy of recording no compensation cost on the grant of stock options to employees but to disclose on a pro forma basis net earnings and earnings per share had the Company adopted the fair value method for accounting for options granted to employees. No restatement of prior periods is required as a result of the adoption of the new standard.

Deferred Development Costs

Deferred development costs relate to costs incurred on projects, which are intended to generate future revenue. These costs are deferred and amortized on a straight-line basis over the estimated economic life of the project not exceeding three years. Amortization commences when the project becomes commercially viable. The development costs will be written off if it is determined that they are not recoverable or if the project is abandoned.

F-10

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share

Basic loss per share is calculated by dividing net loss (the numerator) by the weighted average number of common shares outstanding (the denominator) during the period. Diluted loss per share reflects the dilution that would occur if outstanding stock options and share purchase warrants were exercised or converted into common shares using the treasury stock method and are calculated by dividing net loss applicable to common shares by the sum of the weighted average number of common shares outstanding and all additional common shares that would have been outstanding if potentially dilutive common shares had been issued.

The inclusion of the Company's stock options and share purchase warrants in the computation of diluted loss per share would have an anti-dilutive effect on loss per share and are therefore excluded from the computation. Consequently, there is no difference between basic loss per share and diluted loss per share.

3. SCRIPTS AND LYRICS




Opening balance, June 30, 2001	$	-
Incurred during 2002		75,000


Balance, June 30, 2002		75,000
Incurred during 2003		-
Written off during 2003		(75,000)

Balance, June 30, 2003	$	-

Scripts and lyrics relate to a musical, "The Count of Monte Cristo", which was acquired by the Company's wholly owned subsidiary in 1998. The Company intended to raise money to start a workshop involving commercial production of the musical. Unfavourable market conditions prevented raising the required funds. Management concluded that this project would not be commercialised in the foreseeable future and has therefore decided to write off the costs.

F-11

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

5. DEFERRED DEVELOPMENT COSTS

On May 13, 2003 the Company acquired all of the assets including the contracts and intellectual properties of the business known as the "Jenn Project" from a shareholder corporation for a total cost of $110,000 as follows:


	Production costs for a 3-song demo album	$48,900
	Assignment of contract with artist	$61,100

Under the terms of the purchase agreement, the purchase price was based on the fair value of the assets acquired and was settled as follows:

(a) Issuance of 3 million common shares of the Company at a mutually agreed price of $0.02 per share, for a total value of $60,000, and issuance of 3 million warrants, convertible into equal number of common shares on or before May 13, 2005 at a price of $0.25 per share.

(b) Issuance of a non-interest bearing promissory note for $50,000, payable on demand.

6. ADVANCES FROM SHAREHOLDERS

Advances from shareholders represent funds advanced or expenses incurred on behalf of the Company by shareholder corporations from time to time. These advances are non-interest bearing and are payable on demand.

7. CAPITAL STOCK

(a) Authorized:

Unlimited number of common shares.

(b) Issued:



	2003		2002

	Common		Common
	Shares	Amount	Shares	Amount

Beginning of year	6,942,780	$4,145,949	1,902,756	$3,778,518
On conversion of debt (i)	2,200,000	101,435	2,040,000	217,431
Issued upon asset acquisition (ii)	3,000,000	60,000	3,000,024	150,000

	12,142,780	$4,307,384	6,942,780	$4,145,949

F-12

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

7. CAPITAL STOCK (Continued)


	i)		On May 13, 2003, a shareholder corporation, which had been owed approximately $102,000 by the Company exercised its option to accept 2.2 million common shares of the Company for an agreed price of $0.05 per share in full settlement of the balance due.

	ii)		On May 13, 2003, the Company issued 3 million shares at an agreed price of $0.02 per share for a total value of $60,000 for the acquisition of intellectual property as more fully described in Note 5.

8. LOSS PER SHARE

Loss per share is calculated on the weighted average number of common shares outstanding during the year, which were 7,626,616 shares for the year ended June 30, 2003 (2002 - 6,173,824).

9. INCOME TAXES

The effective tax rate of nil (2002 - nil) for income taxes varies from the statutory income tax rate of 38% (2002 - 44%) due to the fact that no tax recoveries have been recorded for losses incurred, as management has not determined that it is more likely than not that the losses will be utilized before they expire.

The Company has carry forward tax losses of approximately $0.2 million, which may be applied against future taxable income and expire as detailed below. The benefit arising from these losses has not been recorded in the financial statements.


2007		$ 77,000
2008		31,000
2009		19,000
2010		108,000

		$235,000

F-13

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

10. RELATED PARTY TRANSACTIONS

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions and balances not disclosed elsewhere in the financial statements are:


•	A shareholder corporation which has common management charged approximately $11,200 for the premises rent, telephone, consultants' fees and other office expenses (2002 - $10,200; 2001 - $15,000).

•	Interest charged on funds advanced by affiliated corporations of $Nil (2002 - $Nil; 2001 - $3,568).

•	Consulting fees include amounts to a shareholder corporation of $13,944 (2002 - $Nil; 2001 - $Nil).

11. COMMITMENTS AND CONTINGENT LIABILITIES

The Company entered into a consulting agreement with a shareholder corporation on May 1, 2003 for a period of 12 months for a fee of US$5,000 per month, payable in advance. The agreement requires the corporation to provide various business consulting services.

12. SEGMENTED INFORMATION

The Company currently has no operating segments.

Geographic Information

The Company operates from one location in Canada. All its assets are located at this location.

13. FINANCIAL INSTRUMENTS

The fair value for all financial assets and liabilities are considered to approximate their carrying values due to their short-term nature.

F-14

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

14. CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES

Deferred Development Costs

The costs of developing the commercial projects are permitted to be deferred under the accounting principles generally accepted in Canada. However, under accounting principles generally accepted in the United States ("US GAAP"), these costs would be expensed currently. Accordingly, under US GAAP, net loss for year would be $157,414 (2002 - $ 272,851). Total assets would be $62,712 (2002 - $76,385) and deficit would be $4,373,025 (2002 - $4,215,611).

Stock-Based Compensation

The Company accounts for common stock purchase options and warrants granted to non-employees pursuant to Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("FAS 123") and Emerging Issues Task Force ("EITF") No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. These standards require that the fair value of equity instruments, including options and warrants, be recognized in the financial statements. FAS 123 permits a company to account for employee stock options under the method specified by the previous standard, Accounting Principles Board Opinion No. 25 ("APB 25"), Accounting for Stock Issued to Employees. Under APB 25, if the exercise price of fixed employee stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recorded. For such options, FAS 123 requires disclosure of the fair value of options granted, the assumptions used in determining the fair value and the pro-forma effect on earnings as if the measurement provisions of FAS 123 had been applied. The Company will apply the measurement principles of APB 25, supplemented by the required FAS 123 disclosures, for any stock options it grants to employees in the future.

Recently Issued Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 143, Accounting for Asset Retirement Obligations ("FAS 143"). The statement requires that the fair value of an asset retirement obligation be recorded as a liability, at fair value, in the period in which the Company incurs the obligation. FAS 143 is effective for the Company's fiscal year commencing July 1, 2003. The Company expects the adoption of this standard will have no material impact on its financial position, results of operations or cash flows.

In July 2001, FASB issued Statement No. 141, Business Combinations, and in June 2001, Statement No. 142, Goodwill and Intangible Assets. These statements are substantially consistent with CICA Handbook Sections 1581 and 3062 except that under US GAAP, any transitional impairment loss is recognized in earnings as the cumulative effect of a change in accounting principles. Under Canadian GAAP, the cumulative adjustment is recognized in opening retained earnings. The implementation of these rules has no material impact on the financial position, results of operations or cash flows.

F-15

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

14. CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES (Continued)

Recently Announced Pronouncements (Continued)

In August 2001, FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("FAS 144"), which retains the fundamental provisions of FAS No. 121 for recognizing and measuring impairment losses of long-lived assets other than goodwill. FAS 144 broadens the definition of discontinued operations to include all distinguishable components of an entity that will be eliminated from ongoing operations. This Statement is effective beginning with the Company's interim fiscal period commencing January 1, 2002, to be applied prospectively. The Company expects the adoption of this standard will have no material impact on its financial position, results of operations or cash flows.

In June 2002, FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("FAS 146") which is effective for exit or disposal activities that are initiated after December 31, 2002. FAS 146 requires that a liability be recognized for exit or disposal costs only when the liability is incurred, as defined in FASB's conceptual framework rather than when a company commits to an exit plan, and that the liability be initially measured at fair value. The Company does not anticipate that the implementation of these rules will have a material impact on the financial position, results of operations or cash flows.

In November 2002, FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (the "Interpretation"), which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. The Interpretation requires the guarantor to recognise a liability for the non-contingent component of the guarantee. This is the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The recognition of the liability is required even it is not probable that payments will be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements. The statement is effective for transactions issued or modified after December 31, 2002. The Company does not anticipate that the implementation of these rules will have a material impact on the financial position, results of operations or cash flows.

In April 2002, FASB issued Statement No. 145 ("FAS 145"), rescinding the requirement to include gains and losses on the settlement of debt as extraordinary items. FAS 145 is applicable for financial statements issued on or after May 15, 2002. The Company has adopted the standard without impact.

In January 2003, FASB issued Interpretation No. 46, Consolidation Of Variable Interest Entities ("FIN 46"), which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. The adoption of this statement does not impact the Company's historical or present financial statements, as the Company has not created or acquired any variable interest entities, nor does it expect to in the future.

F-16

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

14. CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES (Continued)

Recently Issued Pronouncements (Continued)

In December 2002, FASB issued FAS No. 148, Accounting For Stock-based Compensation, Transition and Disclosure ("FAS 148"). FAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. FAS 148 requires that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, FAS 148 requires disclosure of the pro forma effects in interim financial statements. The statement permits transition methods for adoption of the new standards for disclosure in fiscal years beginning after December 15, 2003. The Company will modify its disclosures in its quarterly reports, as required by the new standard.

In November 2002, EITF reached a consensus on No. 00-21 ("EITF 00-21"), Revenue Arrangements with Multiple Deliverables. EITF 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and or rights to use assets. The provisions of EITF 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company believes that its current accounting is consistent with the provisions of EITF 00-21 and therefore expects that the application of the provisions will not have a material impact on the Company's consolidated financial statements.

In November 2002, EITF reached a consensus on EITF No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor ("EITF 02-16"). EITF 02-16 provides guidance as to how customers should account for cash consideration received from a vendor. EITF 02-16 presumes that cash received from a vendor represents a reduction of the prices of the vendor's products or services, unless the cash received represents a payment for assets or services provided to the vendor or a reimbursement of costs incurred by the customer to sell the vendor's products. The provisions of EITF 02-16 apply to all agreements entered into or modified after December 31, 2002. Management expects the provisions of EITF 02-16 will not have a material impact on the Company's consolidated financial statements.

Comprehensive Income

In June 1997, FASB issued FAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income. This standard defines comprehensive income as the changes in equity of an enterprise, except those resulting from shareholder transactions. For the years ended June 30, 2003, 2002 and 2001, there is no difference between net loss and comprehensive loss.

F-17

First Empire Corporation Inc.
(Formerly known as First Empire Entertainment.com Inc.)
Notes to Consolidated Financial Statements
(Canadian Dollars)
June 30, 2003 and 2002

14. SUBSEQUENT EVENTS

The following is a summary of key corporate changes and other significant events that occurred after June 30, 2003:

On August 14, 2003, the company carried out a reverse stock split under which one common share of First Empire Corporation Inc. would be issued for every two common shares of First Empire Entertainment.com Inc. The holders of less than 9 shares (under 5 post-consolidated shares) will not be issued any shares of First Empire Corporation Inc., instead, they will be entitled to a cash payment of $0.05 per share, based on the price recently negotiated in the absence of any available market price for the Company's common shares.

16. COMPARATIVE FIGURES

Certain figures presented for comparative purposes have been reclassified to conform to the current year's presentation.

F-18

[LOGO]

Sloan Paskowitz Adelman LLP
CHARTERED ACCOUNTANS

COMMENTS ON THE 2002 AND 2001 CONSOLIDATED FINANCIAL
STATEMENTS BY CURRENT AUDITORS FOR U.S READERS ON

CANADA - U.S. REPORTING DIFFERENCES

We have audited the consolidated financial statements of First Empire Corporation Inc. (formerly known as First Empire Entertainment.com Inc.) for the year ended June 30, 2003. The 2002 and 2001 consolidated financial statements were audited by Sievert & Associates LLP in accordance with Canadian reporting standards. These financial statements together with the report issued by Sievert & Associates LLP are attached to this report.

An additional note to financial statements (Note 14) has been prepared by management to explain to U.S. readers on the Canada - U.S. reporting differences that are applicable to the consolidated financial statements for the years ended June 30, 2002 and 2001.

We have examined this Note 14 in accordance with United States generally accepted auditing standards and in our opinion, Note 14 adequately discloses the effect of the application of United States generally accepted accounting principles on the consolidated financial statements for the years ended June 30, 2002 and 2001.


	*"Sloan Paskowitz Adelman LLP"* Chartered Accountants


November 20, 2003 Thornhill, Ontario

F-19

FIRST EMPIRE ENTERTAINMENT.COM INC.

Note 14 to Consolidated Financial Statements for the years ended June 30, 2002 and 2001

• GOING CONCERN

The consolidated financial statements of the Company have been prepared by management in accordance with Canadian generally accepted accounting principles on a going concern basis, which contemplates the realization of assets and the discharge liabilities in the normal course of operations for the foreseeable future.

As at June 30, 2002, the Company has a working capital deficiency of $49,271 (2001 - $143,851), has incurred a net loss of $272,851 for the year ended June 30, 2002 ($30,801 for the year ended June 30, 2001), and has an accumulated deficit of $4,215,611 (2001 - $3,942,760).

The ability of the Company to continue as a going concern is uncertain and is dependent on achieving profitable operations, the outcome of which cannot be predicted at this time. Accordingly, the Company will require, for the foreseeable future, ongoing capital infusions in order to continue its operations and ensure orderly realization of its assets at their carrying value. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.

The opinion on the auditors' report is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the consolidated financial statements.

F-20

• Consolidated Statements of Shareholders' Deficit

Under the accounting principles generally accepted in the United States ("US GAAP"), the consolidated statement of shareholders' deficit is required to disclose three years' transactions as follows:



	Number of Shares		Share Capital		Contributed Surplus		Accumulated Deficit	Shareholders' Deficit

Balance June 30, 1999	7,610,667	$	3,778,518	$	20,391	$	(3,835,194)	$	(36,285)
4:1 consolidation	(5,707,911)		-		-		-		-
Net loss	-		-		-		(76,765)		(76,765)

Balance June 30, 2000	1,902,756		3,778,518		20,391		(3,911,959)		(113,050)
Net loss	-		-		-		(30,801)		(30,801)

Balance June 30, 2001	1,902,756		3,778,518		20,391		(3,942,760)		(143,851)
Issued on conversion of debts	2,040,000		217,431		-		-		207,431
Issued on acquistion	3,000,024		150,000		-		-		150,000
Net loss	-		-		-		(272,851)		(272,851)

Balance June 30, 2002	6,942,780	$	4,145,949	$	20,391	$	(4,215,611)	$	(49,271)

• Canadian and United States Accounting Principles

Canadian generally accepted accounting principles vary in certain significant respects from accounting principles generally accepted in the United States. Application of accounting principles generally accepted in the United States would have affected results of operations for the years ended June 30, 2002 and 2001 respectively and the shareholders' equity as at those dates to the extent summarised as follows:

Scripts and Lyrics
The costs of scripts and lyrics are permitted to be deferred until the commercial production under the accounting principles generally accepted in Canada. However, under US GAAP, these costs would be expensed currently. Accordingly, under US GAAP, net loss for year would be $347,851 (2001 - $30,801). Total assets would be $1,385 (2001 - $126,104) and deficit would be $4,290,611 (2001 - $3,942,760).

Stock-Based Compensation
The Company accounts for common stock purchase options and warrants granted to non-employees pursuant to Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS No.123) and Emerging Issues Task Force ("EITF") No. 96-18, "Accounting for Equity Instruments That Are

F-21

Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services." These standards require that the fair value of equity instruments, including options and warrants, be recognized in the financial statements. FAS No. 123 permits a company to account for employee stock options under the method specified by the previous standard, Accounting Principles Board Opinion No. 25 ("APB No.25"), "Accounting for Stock Issued to Employees." Under APB No.25, if the exercise price of fixed employee stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recorded. For such options, FAS No.123 requires disclosure of the fair value of options granted, the assumptions used in determining the fair value and the pro-forma effect on earnings as if measurement provisions of FAS No. 123 had been applied. The Company will apply the measurement principles of APB No.25, supplemented by the required FAS No.123 disclosures, for any stock options it grants to employees in the future.
Recent Issued Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 141, Business Combinations, and in June 2001, Statement No. 142, Goodwill and Intangible Assets. These statements are substantially consistent with Canadian Institute of Chartered Accountants ("CICA") Handbook Sections 1581 and 3062 except that under US GAAP, any transitional impairment loss is recognized in earnings as the cumulative effect of a change in accounting principles. Under Canadian GAAP, the cumulative adjustment is recognized in opening retained earnings. The implementation of these rules has no material impact on the financial position, results of operations or cash flows.

In August 2001, FASB issued Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("FAS 144"), which retains the fundamental provisions of FAS No. 121 for recognizing and measuring impairment losses of long-lived assets other than goodwill. FAS 144 broadens the definition of discontinued operations to include all distinguishable components of an entity that will be eliminated from ongoing operations. This Statement is effective beginning with the Company's interim fiscal period commencing January 1, 2002, to be applied prospectively. The Company expects the adoption of this standard will have no material impact on its financial position, results of operations or cash flows.

In April 2002, FASB issued Statement No. 145 ("FAS 145"), rescinding the requirement to include gains and losses on the settlement of debt as extraordinary items. FAS 145 is applicable for financial statements issued on or after May 15, 2002. The Company has adopted the standard without impact.

Comprehensive Income
In June 1997, FASB issued FAS No. 130, Reporting Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income. This standard defines comprehensive income as the changes in equity of an enterprise, except those resulting from shareholder transactions. For the years ended June 30, 2002 and 2001, there is no difference between net loss and comprehensive loss.

F-22

FIRST EMPIRE ENTERTAINMENT.COM INC.

FINANCIAL STATEMENTS

JUNE 30, 2002


INDEX


		Page

	Auditors' Report	1
	Balance Sheet	2
	Statement of Operations and Deficit	3
	Statement of Cash Flows	4
	Notes to Financial Statements	5-10

SIEVERT & ASSOCIATES LLP

F-23


SIEVERT & ASSOCIATES LLP CHARTERED ACCOUNTANTS	\| 144 Front Street W., Suite 685 \| Toronto, Ontario, M5J 2L7 \| (416)979-7444 Fax (416) 979-8432 \| email: sievertca@baxter.net

AUDITOR'S REPORT

To the Shareholders of
First Empire Entertainment.com Inc.

We have audited the balance sheet of First Empire Entertainment.com Inc. as at June 30, 2002 and the statements of operations and deficit and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we 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.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at June 30, 2002 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles


	/s/ Sievert & Associates LLP

Toronto, Ontario October 25, 2002	Sievert and Associates LLP Chartered Accountants

Page 1

F-24


FIRST EMPIRE ENTERTAINMENT.COM INC. Balance Sheet as at June 30, 2002



		2002		2001

ASSETS

Current
	Bank	$	201	$	35
	Receivable		1,184		6,367
	Short term advances		-		119,702
	Scripts and lyrics (Note 7)		75,000		-

		$	76,385	$	126,104


LIABILITIES

Current
	Accounts payable and accrued liabilities	$	8,199	$	7,303
	Short term loans (Note 6)		105,542		262,652
	Shareholder loans		11,915		-

			125,656		269,955


SHAREHOLDERS' DEFICIENCY

	Share capital (Note 9)		4,145,949		3,778,518

	Contributed surplus		20,391		20,391

	Deficit		(4,215,611)		(3,942,760)

			(49,271)		(143,851)

		$	76,385	$	126,104


Approved on behalf of the Board:

/s/ Terence Robinson Director		/s/ Kam Shah Director

See accompanying notes to financial statements.

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FIRST EMPIRE ENTERTAINMENT.COM INC. Statement of Operations and Deficit for the year ended June 30, 2002




		2002		2001

Revenue

	Exchange gain	$	3,420	$	-



Expenses

	Consulting fees		1,029		-
	Shareholders information		5,164		7,394
	Transfer agent fees		4,620		3,002
	Professional fees		3,460		2,200
	General and administrative		7,866		14,443
	Bank charges and interest		173		3,762

			22,312		30,801

	Write off of goodwill (Notes 4 and 8)		(253,959)		-


	Net loss for year		(272,851)		(30,801)

	Deficit, beginning of year		(3,942,760)		(3,911,959)


	Deficit, end of year	$	(4,215,611)	$	(3,942,760)


	Net loss per share (Note 10)	$	(0.0393)	$	(0.040)

See accompanying notes to financial statements.

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FIRST EMPIRE ENTERTAINMENT.COM INC. Statement of Cash Flows for the year ended June 30, 2002




		2002		2001


Operating Activities
	Net loss for year	$	(272,851)	$	(30,801)

	Write-off of goodwill (Notes 4 and 8)		253,959		-

Changes in non-cash working capital:
	Net change in non-cash working capital items		6,989		(3,750)

	Funds generated in opertaions		(11,903)		(34,551)


Investing Activities
	Purchase of goodwill (Note 4)		-		-
	Advances from shareholder		11,915		-
	Acquisition of scripts and lyrics (Note 4)		-		-

			11,915		-


Financing Activities

	Increase in short term advances		-		(49,502)
	Increase in short term borrowings		-		84,060
	Issance of shares upon purchase of goodwill (Note 4)		-		-
	Cash acquired upon purchase		154		-
	Increase in long term borrowings		-		-
	Upon purchase of goodwill (Note 4)		-		-

			154		34,558


Net Increase in cash during the year			166		7

Cash position, beginning of year			35		28

Cash position, end of year		$	201	$	35

See accompanying notes to financial statements.

F-27

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

1. NATURE OF OPERATIONS

First Empire Entertainment.com Inc. ("the Company") was incorporated in Ontario on March 18, 1997 as a result of an amalgamation. The Company is currently seeking opportunities in the online and theatrical entertainment markets.

The Company changed its name from Biolink Corp. effective April 7, 2000 to fully reflect its business objectives.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business.

The Company has an accumulated deficit of $4,215,611 as at June 30, 2002. The ability of the Company to continue its operations and satisfy its obligations in the normal course of business is dependent on the continued support of its creditors and shareholders and its ability to generate adequate revenue to fund its overhead expenses. The Company is pursuing other funding alternatives and revenue sources, however, there is no certainty that the Company will be successful in its efforts.

SIEVERT & ASSOCIATES LLP

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FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Basis of consolidation
These financial satements include the accounts of the Company and its wholly owned subsidiary, First Empire Entertainment Corp. (see note 4). All inter-company transactions and balances have been eliminated from the financial statements.

b.  Goodwill
The Company has adopted the recommendations of the CICA Handbook Section 3062 regarding goodwill and other intangible assets effective July 1, 2001. Accordingly, goodwill resulting from business acquisitions is not being amortized but will be assessed for impairment on an annual basis (see note 8).

c.  Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average rates for the period. Foreign exchange gains and losses are included in income.

d.  Scripts and lyrics
The cost of scripts and lyrics is charged to production costs on commencement of workshop or written off when they are not to be used for any future theatrical productions.

SIEVERT & ASSOCIATES LLP

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FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

4. BUSINESS ACQUISITION

Effective September 6, 2001, the Company acquired all of the common shares of First Empire Entertainment Corp., a private Ontario company owned by one of the directors, engaged in theatrical entertainment business, for stock consideration. Under the terms of the purchase agreement, the purchase price was based on the fair value of the net assets acquired and was settled through issuance of 3 million common shares of the Company at a mutually agreed price of $0.05 per share, for a total value of $150,000, and issuance of 3 million warrants, convertible into equal number of common shares within twelve months of the date of the issuance of the warrant at a price of $0.25 per warrant.

The acquisition has been recorded under the purchase method of accounting. The financial results of First Empire Entertainment Corp. for the period from September 6 to March 31, 2002 have been consolidated with those of the Company. The allocation of purchase price to the net assets acquired at fair value is as follows:


Assets acquired

	Cash	$	154
	Scripts and lyrics (see note 7)		75,000
	Other receivable		3,452

			78,606

Less: Liabilities acquired

	Short term loans payable		181,964
	Other payables		601

	Identifiable net assets (liabilities) at fair value		(103,959)
	Goodwill (see note 8)		253,959

	Purchase consideration (satisfied by issuance of shares)	$	150,000

5. SHORT TERM ADVANCES

Short term advances were made to Ontario Private Corporations engaged in the production of, distribution of, and investment in Broadway musicals and related products. The advances are non-interest bearing, with no fixed terms of repayment.

SIEVERT & ASSOCIATES LLP

F-30

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

6. SHORT TERM LOANS

Short term loans include advances of $89,042 (2001: $164,110) from shareholders. These loans carry interest at rates from 0% to 5% p.m. and are payable on demand. The loan payable to the shareholder is convertible into common shares of the Company at $0.05 at the option of the shareholder.

7. SCRIPTS AND LYRICS

Scripts and lyrics relate to a musical "The Count of Monte Cristo," which was acquired by the Company's wholly owned subsidiary in 1998. The Company now plans to start a workshop involving commercial production of the musical. The costs of the Scripts and Lyrics will be expensed to the production costs upon commencement of the workshop.

8. GOODWILL

Management has concluded that there has been a permanent impairment in the value of the goodwill owing to the continuing delay in implementing the business plan of the acquired subsidiary due to a lack of adequate funding. The goodwill was therefore fully written off at March 31, 2002.

9. SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares without par value, and an unlimited number of preference shares without par value.

The following shares are issued and outstanding.


	2002		2001
	Common Shares	Amount	Common Shares	Amount


Beginning of year	1,902,756	$3,778,518	1,902,756	$3,778,518
Conversions of debt to equity (Note a)	2,040,000	217,431	-	-
Issued upon acquisition (Note b)	3,000,024	150,000	-	-

	6,942,780	$4,145,949	1,902,756	$3,778,518

SIEVERT & ASSOCIATES LLP

F-31

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

6. SHARE CAPITAL (cont'd)

a) On August 8, 2001, a shareholder who advanced funds to the Company as convertible loans agreed to accept 2 million common shares of the Company in full settlement of the entire balance of $215,431.

On September 20, 2001, 20,000 common shares were issued in settlement of a debt of $1,000 due to a shareholder.

On October 11, 2001, 20,000 common shares were issued in settlement of a debt of $1,000 due to a shareholder.

b) Effective September 6, 2001, the Company issued 3 million warrants, convertible into an equal number of common shares within twelve months of the date of issuance at a price of $0.25 per warrant. None of the warrants were exercised as of June 30, 2002.

10. LOSS PER SHARE

The loss per share is calculated on the weighted average number of post-consolidated common shares outstanding during the year, which were 6,942,780 shares for the year ended June 30, 2002 (2001: 1,902,756).

Diluted earnings per share information has not been presented as potential conversions are anti-dilutive.

11. INCOME TAXES

The effective tax rate of nil (2001: nil) for income tax varies from the statutory income tax rate of 42% (2001: 44%) due to the fact that no tax recoveries have been recorded for losses incurred, as management has not determined it is more likely than not that the losses will be utilized before they expire. The Company has loss carryforwards available of approximately $1.9 million at June 30, 2002.

12. RELATED PARTY TRANSACTIONS

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions and balances have been listed below, unless they have been disclosed elsewhere in the financial statements.

Rent and telephone expenses of $7,451 (2001: $15,046) from an affiliated corporation.

Interest charged on funds advanced by affiliated corporations amounts to $nil (2001: $3,568).

Professional and consulting fees include $2,809 (2001: $nil) paid to an affiliate shareholder corporation.

SIEVERT & ASSOCIATES LLP

F-32

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2002

13. COMPARATIVE FIGURES

Certain figures presented for comparative purposes have been reclassified to conform to the current year's method of presentation.

Comparative figures for the fiscal year 2001 do not include figures relating to the Company's wholly owned subsidiary, which was acquired during the fiscal year 2002.

SIEVERT & ASSOCIATES LLP

F-33

FIRST EMPIRE ENTERTAINMENT.COM INC.

FINANCIAL STATEMENTS

JUNE 30, 2001


INDEX


		Page

	Auditors' Report	1
	Balance Sheet	2
	Statement of Operations and Deficit	3
	Statement of Cash Flows	4
	Notes to Financial Statements	5-8

SIEVERT & ASSOCIATES LLP

F-34


SIEVERT & ASSOCIATES LLP CHARTERED ACCOUNTANTS	\| 144 Front Street W., Suite 685 \| Toronto, Ontario, M5J 2L7 \| (416)979-7444 Fax (416) 979-8432 \| email: sievertca@baxter.net

AUDITOR'S REPORT

To the Shareholders of
First Empire Entertainment.com Inc.

We have audited the balance sheet of First Empire Entertainment.com Inc. as at June 30, 2001 and the statements of operations and deficit and cash flows for the year then ended. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at June 30, 2001 and 2000 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.


	/s/ Sievert & Associates LLP

Toronto, Ontario September 26, 2001	Sievert and Associates LLP Chartered Accountants

Page 1

F-35


FIRST EMPIRE ENTERTAINMENT.COM INC. Balance Sheet as at June 30, 2001



		2001		2000

ASSETS

Current
	Bank	$	35	$	28
	Receivable		6,367		5,891
	Short term advances (Note 4)		119,702		70,200

		$	126,104	$	76,119


LIABILITIES

Current
	Accounts payable and accrued liabilities	$	7,300	$	10,574
	Short term loans (Note 5)		262,652		178,592

			269,952		189,166


SHAREHOLDERS' DEFICIENCY

	Share capital (Note 6)		3,778,518		3,778,518

	Contributed surplus		20,391		20,391

	Deficit		(3,942,757)		(3,911,956)

			(143,851)		(113,047)

		$	126,104	$	76,119


Approved on behalf of the Board:

/s/ Terence Robinson Director		/s/ Kam Shah Director

See accompanying notes to financial statements.

F-36


FIRST EMPIRE ENTERTAINMENT.COM INC. Statement of Operations and Deficit for the year ended June 30, 2001




		2001		2000

Revenue

	Consulting	$	-	$	10,000



Expenses

	Consulting fees		-		60,000
	Shareholders information		7,394		8,740
	Transfer agent fees		3,002		7,138
	Professional fees		2,200		6,941
	General and administrative		14,443		3,145
	Bank charges and interest		3,762		801

			30,801		86,765


	Net loss for year		(30,801)		(76,765)

	Deficit, beginning of year		(3,911,956)		(3,835,191)


	Deficit, end of year	$	(3,942,757)	$	(3,911,956)


	Net loss per share (Note 7)	$	(0.016)	$	(0.040)

See accompanying notes to financial statements.

F-37


FIRST EMPIRE ENTERTAINMENT.COM INC. Statement of Cash Flows for the year ended June 30, 2001




		2001		2000


Operating Activities
	Net loss for year	$	(30,801)	$	(76,765)

Changes in non-cash working capital:
	Increase in receivable		(476)		(3,607)
	(Decrease) increase in accounts payable and accrued liabilities		(3,274)		5,119

	Funds generated in opertaions		(34,551)		(75,253)


Financing Activities
	Increase in short term advances		(49,502)		(70,200)
	Increase in short term borrowings		84,060		144,991

			34,558		74,791


Net Increase (decrease) in cash during the year			7		(462)

Cash position, beginning of year			28		490

Cash position, end of year		$	35	$	28

See accompanying notes to financial statements.

F-38

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2001

1. NATURE OF OPERATIONS

First Empire Entertainment.com Inc. ("the Company") was incorporated in Ontario on March 18, 1997 as a result of an amalgamation. The Company is currently seeking opportunities in the online and theatrical entertainment markets.

The Company changed its name from Biolink Corp. effective April 7, 2000 to fully reflect its business objectives.

2. GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business.

The Company has an accumulated deficit of $3,942,757 as at June 30, 2001. The ability of the Company to continue its operations and satisfy its obligations in the normal course of business is dependent on the continued support of its creditors and shareholders and its ability to generate adequate revenue to fund its overhead expenses.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SHORT TERM INVESTMENT
The short-term investment is recorded using the net realizable value.

4. SHORT TERM ADVANCES

Short-term advances were made to an Ontario Private Corporation engaged in the production and distribution of Broadway musicals and related products. The Company's shareholders, in the last annual general meeting, held on October 18, 1999, authorized the directors to negotiate the acquisition of the above Corporation. The short-term advances will be offset against the agreed purchase price (see Note 10.1).

5. SHORT TERM LOANS

Short term loans include advances of $164,110 (2000: $95,514) from a shareholder. These loans carry interest at rates from 0% to 5% p.a. and are payable on demand. The loan payable to the shareholder is convertible into common shares of the Company at $0.05 at the option of the shareholder (see Note 10.2).

SIEVERT & ASSOCIATES LLP

F-39

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2001

6. SHARE CAPITAL


	2001		2000
	Common Shares	Amount	Common Shares	Amount


Beginning of year	1,902,756	$3,778,518	7,610,667	$3,778,518
Issued from treasury	-	-	-	-
Consolidation of capital stock on a 4:1 basis (i)	-	-	(5,707,911)	-

	1,902,756	$3,778,518	1,902,756	$3,778,518

(i) On March 31, 2000, a special resolution was passed to amend the Articles of Incorporation to give effect to a 4:1 common share consolidation. The consolidation was approved by the shareholders in the annual and special meeting on October 18, 1999.

SIEVERT & ASSOCIATES LLP

F-40

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2001

7. LOSS PER SHARE

The loss per share is calculated on the weighted average number of post-consolidated common shares outstanding during the year, which were 1,902,756 shares for the year ended June 30, 2001 (2000: 1,902,756).

Diluted earnings per share information has not been presented as potential conversions are anti-dilutive.

8. INCOME TAXES

The effective tax rate of nil (2000: nil) for income tax varies from the statutory income tax rate of 44% (2000: 45%) due to the fact that no tax recoveries have been recorded for losses incurred, as management has not determined it is more likely than not that the losses will be utilized before they expire.

The net future tax assets of approximately $1.9 million at June 30, 2001 were fully offset by a valuation allowance of an equal amount.

9. RELATED PARTY TRANSACTIONS

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions and balances have been listed below, unless they have been disclosed elsewhere in the financial statements.

Rent and telephone expenses of $15,046 (2000: $2,722) from an affiliated corporation.

Interest charged on funds advanced by an affiliated corporation amounts to $3,568 (2000: $600).

10. POST BALANCE SHEET EVENTS

1. Acquisition of a subsidiary
On October 10, 2000, the Company entered into an Agreement to acquire all of the share capital of First Empire Entertainment Corp., a private Ontario Corporation, for a total price of $270,000 to be settled by (a) Offset of the advances given to First Empire Entertainment Corp. of approx. $120,000 and (b) issuance of 3 million warrants, convertible into equal number of common shares within twelve months of the date of issuance of the warrant at a price of $0.25 per each warrant.

The common shares and warrants were issued on September 6, 2001.

SIEVERT & ASSOCIATES LLP

F-41

FIRST EMPIRE CORPORATION INC.
Notes to Financial Statements
June 30, 2001

Since the closing date of the Agreement is the date of issuance of the shares, the acquisition is deemed to have occurred on September 6, 2001. Accordingly, these financial statements do not reflect the effect of the acquisition and consolidation of the subsidiary.

2. Conversion of Debt to Equity
On August 8, 2001, a shareholder who advanced funds to the Company as convertible loans agreed to accept 2 million common shares of the Company in full settlement of the entire balance of approximately $207,000 outstanding as at August 8, 2001 ($164,110 as at June 30, 2001). The shares were issued on August 9, 2001.

SIEVERT & ASSOCIATES LLP

F-42