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TABLE OF CONTENTS

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FORWARD LOOKING STATEMENTS

This annual report includes "forward-looking statements." All statements, other than statements of historical facts, included in this annual report 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:

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  - - Future earnings and cash flow, - future plans and capital expenditures, - expansion and other development trends of the Internet and high technology industry,

• resource sector.

  
  - - 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:

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  -

  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 annual report 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 operationsoperations.

Unless the context indicates otherwise, the terms "First Empire Corporation"Noble House Entertainment Inc." the "Company""Company”, "Noble House", “we”, “us”, “our” and "First Empire"“registrant” are used interchangeably in this Annual Report.Report and mean Noble House Entertainment Inc. and its subsidiary.

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FOREIGN PRIVATE ISSUER STATUS AND CURRENCY

CURRENCIES AND EXCHANGE RATES

Foreign Private Issuer Status

First Empire Corporation

Noble House Entertainment Inc., (the "Company"), is a Canadian corporation incorporated under the laws of the Province of Ontario.  Approx. 96%97% of its common stock is held by non-United States citizens and residents; the Company'sresidents and our business is administered principally outside the United States; and all of its assets are located outside the United States. As a result, the Company believeswe believe that it qualifieswe qualify as a "foreign private issuer" for continuing to report regarding the registration of itsour common stock using this Form 20-F annual report format.

Currency

The financial information presented in this Annual Report is expressed in Canadian dollars ("CDN $") and the financial data in this Annual Report 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 Note 13 of the Notes to Consolidated Financial Statements contained herein.

All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated.

PART I

ITEM 1 -– IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2 -– OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 -– KEY INFORMATION

(A) SELECTED FINANCIAL DATA

This Report includes consolidated financial statements of the Company for the years ended June 30, 2005, 2004 2003 and 2002.These2003.These financial statements were prepared in accordance with accounting principles generally accepted in Canada.

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Reference is made to Financial Statement Notes for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effect on the Company's financial statements.

The following is a selected financial data for the Company for each of the last five fiscal years 20002001 through 20042005 on a consolidated basis. The data is extracted from the audited financial statements of the Company for each of the said years.

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

Operating data -– Fiscal year ended June 30

1. 
   

   	2005	2004	2003	2002	2001
   Revenue	$5,031	$0	$0	$3,420	$0
   Net Loss	($259,333)	($214,601)	($108,514)	($272,851)	($30,801)
   Net loss per share  (1)	($0.04)	($0.06)	($0.06)	($0.18)	($0.06)
   Working capital (Deficit)	($194,696)	($57,478)	($106,350)	($49,271)	($143,851)
   Total assets	$240,112	$2,867	$111,612	$76,385	$126,104
   Capital stock	$4,815,672	$4,460,857	$4,307,384	$4,145,949	$3,778,518
   Shareholders' equity(Deficit)	$37,804	($57,478)	$3,650	($49,271)	($143,851)
   Weighted average number of shares outstanding ( 2  )	6,629,968	3,680,536	1,906,654	1,543,456	475,689

   1.  The effect of potential share issuances pursuant to the exercise of options and warrants would be anti-dilutive and, therefore, basic and diluted losses per share are the same. The net loss per share prior to fiscal 2004 was based on the pre-reverse split number of shares issued and oustanding.

2. 2.  Weighted average number of shares for a year was calculated by dividing the total of the number of shares outstanding at the end of each of the months by twelve.

3. Decrease in the weighted  Weighted average number of shares outstandingfor the fiscal years 2003, 2002 and 2001 were adjusted to reflect stock consolidations in fiscal 2004 compared to 2003 was due to a reverse stock split of 2 to 1 in fiscal 2004. The decrease was partly off set by issuance of additional shares.
4. Significant increase in shares in fiscal 2002 compared to 2001 was due to issuance of about 5 million additional shares

and 2005.

Selected Financial Data (U.S. GAAP) - As at– Fiscal year ended June 30

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Exchange Rates

In this Annual Report on Form 20-F, unless otherwise specified, all monetary amounts are expressed in Canadian dollars.  The exchange rates used herein were obtained from Bank of Canada; however, they cannot be guaranteed.

On October 27, 2004,November 15, 2005, the exchange rate, based on the noon buying rates, for cable transfers in New York City certified for customs purposes by the Federal Reserve Bank of New York, for the conversion of Canadian dollars into United States dollars (the "Noon“Noon Rate of Exchange"Exchange”) was $1.3178.$1.19

The following table sets out the high and low exchange rates for each of the last six months.

The following table sets out the average exchange rates for the five most recent financial years calculated by using the average of the Noon Rate of Exchange on the last day of each month during the period.

Year Ended June 30, 2005
	2005	2004	2003	2002	2001
Average for the year	1.25	1.34	1.51	1.57	1.52

(B)  CAPITALIZATION AND INDEBTEDNESS

Not applicable.applicable

(C)  REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.applicable

(D)  RISK FACTORS

The following is a brief discussion of those distinctive or special characteristics of the Company'sCompany’s operations and industry that may have a material impact on, or constitute risk factors in respect of, the Company'sCompany’s future financial performance.

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THE COMPANY HAS AN UNSUCCESSFUL OPERATING HISTORYsince

Since March 1997, when it was incorporated in Ontario, Canada by amalgamating with two other Ontario entities. The companyCompany has no significant revenues or earnings from operations since its incorporation. The last business operations were in 20012003 when the companyCompany acquired rights to producerepresent a Broadway musical but hadrecording artist and to abandonsecure a recording contract for the productionartist. However, the project was abandoned due to the inability of its management to raise funds required for the commercial workshop.secure any recording contract.  The company has neither assets or nor financial resources. The companyCompany has operated at a loss to date and in all likelihood will continue to sustain operating expenses without corresponding revenues in the foreseeable future. There is no assurance that the companyCompany will ever be profitable.

THE COMPANY'S INDEPENDENT ACCOUNTANTS HAVE EXPRESSED GOING CONCERN

Going concern comments are made in footnotethe note # 2 to the fiscal 2005 audited financial statements. The companyCompany recorded losses of $259,533 for the year ended June 30, 2005, $214,601 for the year ended June 30, 2004, and $108,514 for the year ended June 30, 2003, and $272,851 for the year ended June 30, 2002.2003. At June 30, 2004,2005, the companyCompany had a net deficit of $4.5approximately $4.8 million. The company'sCompany's continuance as a going concern is dependent upon its 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 the companyCompany will attain profitable levels of operations in the near future. It may never become profitable.

THE COMPANY IS SUBJECT TO RISKS AS IT PURSUES BUSINESS OPPORTUNITIES THROUGH ACQUISITIONS AND MERGERS.UNCERTAINTY REGARDING AUDIENCE ACCEPTANCES OF PROGRAMSAs

The television and motion picture industries have always involved a major partsubstantial degree of its business strategy, the company intends to acquire or merge with as yet unidentified operating companies in any geographical area. Any such future acquisitions or mergers would involve risks, such as incorrect assessment of the value, strengths and weaknesses of acquisition and investment opportunities and obtaining financing to meet the company's obligations in connection with such acquisition or merger.

risk. There can be no assurance thatof the company willeconomic success of any motion picture or television program as revenue derived depends on audience acceptance, which cannot be accurately predicted. Audience acceptance is a factor not only of the response to the television program's or motion picture's artistic components but also to the reviews of critics, promotions, the quality and acceptance of other competing programs released into, or channels existing in, the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, public tastes generally and other intangible factors, all of which could change rapidly and many of which are beyond the Company’s control. A lack of audience acceptance for any of the films licensed, co-produced or distributed by the Compan y could have an adverse effect on its businesses, results of operations, prospects and financial condition

UNAUTHORIZED OR PIRATED USE MAY ADVERSELY AFFECT REVENUE

Technological advances and the conversion of motion pictures into digital formats have made it easier to create, transmit and "share" high quality unauthorized copies of motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view through unauthorized set-top boxes and other devices and through unlicensed broadcasts on free TV. As a result, users may be able to successfully overcomedownload and distribute unauthorized or "pirated" copies of copyrighted motion pictures over the Internet. As long as pirated content is available to download digitally, some consumers may choose to digitally download pirated motion pictures rather than pay for legitimate motion pictures or to purchase pirated DVD’s of motion pictures or of boxed sets of television series from unauthorized vendors.

CHANGES IN REGULATIONS AND INCENTIVES MAY ADVERSELY AFFECT THE BUSINESS OF THE COMPANY

The Company plans to co-produce with or license its scripts and other intellectual properties to other entities which are expected to rely heavily on grants and labor rebate available for Canadian contents under the current regulations of Federal and Provincial governments of Canada.

Any significant changes in these risks. Moreover,regulations that result in reduced grants and rebates or elimination thereof may significantly affect the company cannot be certain that any desired acquisitionCompany’s ability to produce and or merger can be madelicense its scripts and in turn its ability to generate revenue.

THE COMPANY MAY NOT BE ABLE TO ACHIEVE AND MAINTAIN ITS COMPETITIVE POSITION

The entertainment industry is a timely manner or on termshighly capital intensive and conditions acceptable tois characterized by intense and substantial competition. A number of the company or that the company will be successful in identifying attractive business opportunities. The company expects that competition for such acquisitions may be significant. The company may compete with others who have similar acquisition strategies, many of whom may beCompany's competitors are well established, substantially larger and have substantially greater financialmarket recognition, greater resources and other resourcesbroader distribution capabilities than the company.Company. New competitors are continually emerging. Increased competition by existing and future competitors could materially and adversely affect the Company's ability to implement its business plan profitably. The lack of availability of unique quality content could adversely affect its business.

FOREIGN EXCHANGE RISK

The Company has foreign exchange risk because its functional currency is the Canadian dollar and a significant part of its revenue may be generated from overseas countries. An adverse move in foreign exchange rates between the Canadian dollar and the currencies of these countries could have an adverse effect on its operating results. The Company does not hedge against this risk.

THE COMPANY'SCOMPANY’S COMMON SHARES ARE CONSIDERED TO BE PENNY STOCK, WHICH MAY ADVERSELY

AFFECT THE LIQUIDITY OF ITS COMMON SHARES.SHARES

The company'sCompany's securities may be classified as a penny stock as defined in Rule 3a51-1 of the Exchange Act. The United States Securities and Exchange Commission has adopted Rule 15g-9 which established sales practice requirements for certain low price securities relevant to the company,Company, as any

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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 or her investment in a penny stock and consequently should be cautiouscautiou s of any purchase of penny stocks. Currently, the Company'sCompany’s shares do not trade on any market.over the counter bulletin board of NASDAQ.

THERE IS NO ACTIVE TRADING MARKET FOR THE COMPANY'S COMMON SHARES.

There can be no assurance that an active trading market for the company'sCompany's common shares will develop or be sustained. The trading price of its common shares may be significantly affected by factors such as actual or anticipated fluctuations in the company'sCompany's operating results, conditions and trends in the theatrical entertainment and Internet industries, general market conditions and other factors.

THE COMPANY MAY NOT BE ABLE TO RAISE ADDITIONAL FINANCING TO MEET CURRENT OPERATING NEEDS AND IMPLEMENT ITS NEW BUSINESS STRATEGY.STRATEGY

Based on current projections, the companyCompany will require minimum financing in the amount of $20,000$27,000 per month or approximately 320,000 annually to meet itsthe annual operating needs of the Company and its subsidiary for the year ending June 30, 2005,2006, and additional funds to pursue other business opportunities.

The company anticipates raising theseCompany hopes to earn sufficient revenue from distribution and scripts licensing to meet its operating needs and to raise additional equity funds through private placements of its securities with sophisticated investors.

The companyCompany has avoided obtaining debt financing but may have to pursue this option if it is unable to obtain equity financing on acceptable terms.

 If the companyCompany is unable to achieve the expected revenue and or to obtain financing and cannot pay its debts as they become due, it may be forced to solicit a buyer or be forced into bankruptcy by its creditors.

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

FOREIGN EXCHANGE RISK.The company has foreign exchange risk because its functional currency is the Canadian dollar and a significant part of its revenue may be generated from overseas countries. An adverse move in foreign exchange rates between the Canadian dollar and the currencies of these

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countries could have an adverse effect on its operating results. The company does not hedge against this risk.

DIVIDENDS.All of the Company's available funds will be invested to finance the growth of the Company's business and therefore investors cannot expect and should not anticipate receiving a dividend on the Company's common shares in the foreseeable future.

DILUTION

The Company may in the future grant to some or all of its own and its subsidiaries' directors, officers, insiders and key consultants options to purchase the Company's Common Shares as non-cash incentives to those people. Such options may be granted at exercise prices equal to market prices at time when the public market is depressed.depressed or at exercise prices which may be substantially lower than the market prices. To the extent that significant numbers of such options may be granted and exercised, the interests of the then existing shareholders of the Company may be subject to additional dilution.

The Company is currently without a source of revenue and will most likely be required to issue additional securities to finance its operation and may also issue substantial additional securities to finance the development of any or all of its projects. These actions will cause further dilution of the interests of the existing shareholders.

DEPENDENCY ON KEY CONSULTANTS

Our performance depends on a small number of key managerial consultants. In particular, we believe our success is highly dependent upon the services of our Chief Executive Officer Mr. Damian Lee and Vice President, Business Affairs Mr. Lowell Conn, who have extensive knowledge and contacts in the film industry. Loss of either of their services could negatively affect our business.

COSTLY CORPORATE GOVERNANCE AND PUBLIC DISCLOSURE REGULATIONS

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and new and changing provisions of Canadian securities laws, are creating uncertainty because of the lack of specificity and varying interpretations of the rules. As a result, the application of the rules may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Any failure to comply with applicable laws may materially adversely affect our reputation and the value of our securities.

OUR OFFICERS AND DIRECTORS RESIDE OUTSIDE OF UNITED STATES AND THERE IS A RISK THAT CIVIL LIABILITIES AND JUDGEMENTS MAY BE UNENFORCEABLE

The Company and its officers and all of its directors are residents of countries other than the United States, and all of the Company's assets are located outside the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of United States federal securities laws or state securities laws.

YOUR RIGHTS AND RESPONSIBILITIES AS A SHAREHOLDER WILL BE GOVENRNED BY   CANADIAN LAW AND MAY DIFFER IN SOME  RESPECTS FROM THE RIGHTS AND RESPONSIBILITIES OF SHAREHOLDERS UNDER U.S. LAW

 We are incorporated under Ontario, Canada law. The rights and responsibilities of holders of our shares are governed by our memorandum of association, our articles of association and by Canadian law. These rights and responsibilities may differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations.

IF WE FAIL TO COMPLY WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002, OUR REPUTATION AND THE VALUE OF OUR SECURITIES MAY BE ADVERSELY AFFECTED

Beginning with our annual report for the year ending June 30, 2007, Section 404 of the Sarbanes-Oxley Act of 2002 will require us to include an internal control report of management with our annual report on Form 20-F, which is to include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. That report will also be required to include a statement that our independent auditors have issued an attestation report on management’s assessment of our internal control over financial reporting. In order to achieve compliance with Section 404 within the prescribed period, management is in the process of adopting a detailed project work plan to assess the adequacy of our internal control over financial reporting, validate through testing that controls are functioning as documented, remediate any control weaknesses that may be identified, and impleme nt a continuous reporting and improvement process for internal control over financial reporting. Any failure to comply with Section 404, including issuing the required management report and obtaining the attestation report on management’s assessment from our independent auditors, may materially adversely affect our reputation and the value of our securities.

ITEM 4 -– INFORMATION ON THE COMPANY

(A)  HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated under the Business Corporation Act (Ontario) on March 18, 1997 as a result of an amalgamation under the name "Biolink Corp." The company subsequently changed its name to "First Empire Entertainment.com Inc." on April 7, 2000 and to "First Empire Corporation Inc." on August 14, 2003.

The Company's registered office is situated at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3The Company is a reporting issuer in the provinces of Ontario. The Company is a reporting issuer with Ontario Securities Commission. However, its shares are currently not listed or traded anywhere.

The Company went through several name changes and changes in its business activities. Details of these changes were provided in the Registration Statement F-20 dated June 12, 2000 and the annual report 20-FF-20 dated March 12, 2004.  The last name change occurred on November 4, 2004, when the Company changed its name from First Empire Corporation Inc. to Noble House Entertainment Inc. to coincide with the acquisition of assets from a private production house by similar name as discussed later in this report.

The Company’s registered office is situated at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada M5R 2G3. The Company is a reporting issuer in the provinces of Ontario. The Company is a reporting issuer with Ontario Securities Commission. Its common shares are currently listed and traded on Over The Counter Bulletin Board of NASDAQ (OTCBB)under the trading symbol “NHSEF”.

The Company had no significant revenue since its incorporation. While it tried some new business initiatives including acquisition of scripts and related intellectual properties of a musical, "The“The Count of Monte Cristo"Cristo” in 2001 it was unable to raise the required funds and as a result had to abandon the project in fiscal 2003. At the same time in fiscal 2003, the Company acquiredacquisition of an artist management contract and related developed properties like demo  5-song CD. In fiscal 2003 , it was unable to raise the required funds to develop and market these projects and hence by the fiscal 2004, the Company abandon these projects and wrote off all the related costs.

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The Company was however unablecontinued its focus on entertainment sector. However, it changed its business strategy to find a studio or any other independent contractor willing to produce a commercial album with the artistfocus primarily on films and television programs development, licensing and distribution as a result, further efforts in this project were discontinued incore business due to availability of various government incentives, local talents and wider commercial market compared to the fiscal 2004.one for musicals, plays and song albums

The Company relies principally on borrowings from its shareholders to meet its operating expenditures. The Company’s focus on commercial films and listing and trading of its common shares on OTCBB may enable the Company to raise equity findings through private placements

(B)  BUSINESS OVERVIEW

The

As explained earlier, the Company is still focused ona fully integrated entertainment industry. However, unlikeCompany and is engaged in the past, it is the intentiondevelopment, licensing, production and distribution of feature films, television series, television movies and mini-series and non-fiction programming through its wholly owned subsidiary, Noble House Film and Television Inc.

Three major strategies of the Company, in summary, include:

1.

Developing in-house intellectual properties.  Such development is achieved through a cost-effective approach ensuring the Company a vertical integration and considerable or complete ownership of its core creative properties.

2.

Licensing and distributing film projects that are produced from its in-house created intellectual properties while also providing such service to focus on motion pictureother producers that are looking to access the domestic and international marketplace.

3.

Seeking potential relationships with related other businesses with an eye toward acquisition, mergers and partnerships that will result in better facilitation of the above two strategies.

In – House development

Noble House management firmly believes that sole control of an intellectual property is paramount in maintaining a cost-effective and quality-ensured exploitation of the film or television project.

Many entertainment companies are burdened by a structure in which intellectual properties are not developed in-house but by individuals who bring such projects to the Company.  Often, these “outside” projects arrive with conditions and/or liens and, due to the nature to which the intellectual property evolved, full control over the project’s evolution does not necessarily reside in the hands of the entertainment Company taking a financial risk developing such.

By developing intellectual properties in-house, Noble House alone can dictate all aspects of the projects development and production as well as the parameters and circumstances behind its ultimate sale.  Consequently, while the manufacturing costs behind many entertainment properties often escalate due to partial ownership, or a gap between the development entity and the actual producers, Noble House properties are predominately created in-house and produced by its management team.

The management team of Noble House has roots in both the business and creative side of the intellectual property creation and the film and television production process.  Thus, while outside writers, commissioned by the organization, will develop a minimal amount of projects, the vast majority of intellectual properties continue to originate from the management team itself.  

Licensing and distribution

Third-party distribution companies, as well as third-party film and television sales agencies, are remunerated at a core business due to availabilityrate that can be as little as 10% and as large as 35% of various government incentivesa feature film or television project’s profits.  These commissions are further bolstered by costs that are taken, by the distribution or sales agency, out of the gross revenue of the film or television project.  Ultimately, a corporation that strictly creates and wider commercial market compared to musicals and plays. The Company plans to commence negotiations with certain targeted production houses for acquisitionproduces intellectual properties can see half of their assetsrevenues disappear to distribution.

As part of its corporate strategy, Noble House will handle its own distribution and, signing up consultants with extensive experienceultimately, provide such service to other producers on a project-by-project basis.

Each year, there are at least five important feature film and television sales markets at which Noble House hopes to make a representation to license and distribute its film and television projects and those of its clients. The goal is to personally facilitate sales of its intellectual properties and circumvent third-party distribution or sales costs,

This move toward direct sales has had a great impact upon the development of the intellectual property itself.  Regular communication in motion picture production.regard to selling completed feature film and television projects leads to greater possibility of pre-selling a future film to an individual territory.  Pre-sales are an important element of the film financing formula and can, in many cases, aid Noble House in off-setting gap or private equity financing.  By utilizing the distribution and sales relationships that it develops by selling direct, Noble House will be able to secure stronger foreign pre-sales.

The company believes that these measures together with its efforts

Relationship, Partnership and Acquisitions

Noble House will continually look at restructuring its capital and getting its shares listed as discussed below, will enable itrelated (and often seemingly unrelated) businesses in order to attract equity financing required for suchcontemplate joint ventures, partnerships, acquisitions and further productions.mergers in order to enhance growth and profitability

Overview of the fiscal year ended June 30, 2004

Major events of fiscal 2004 can be broadly classified into three categories: namely, Corporate changes, Fund raising preparations and changes in business activities.

Corporate changes

Mr. Terence Robinson resigned as director, chairman and chief executive officer of the Company effective May 18, 2004.

Mr. John Robinson, a Canadian citizen and a brother of Mr. Terence Robinson was invited and has accepted the appointment of an independent director to hold office effective May 18, 2004 until the next election of the directors or until his successor is elected or appointed.

Mr. Kam Shah who is an existing director and Chief Financial Officer has also been appointed to assume the role of Chief Executive Officer and Chairman of the Board until a successor is elected.

The Company plans to pursue further expansion of its Board of directors once it is able to raise adequate funds to acquire business, which conforms to its overall objectives.

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Fund raising preparations

The Company needed funds to pursue its business objectives. However, lack of any activities and significant debts on its books made it almost impossible to attract new equity funds. The Company therefore adopted the following measures:

1. Stock consolidation by a 2:1 reverse-split and elimination of fractional and small lot holders through a buy-back plan
2. Debt settlement by issuance of shares and exercise of options

The Company hopes to achieve a better market priceadd industry veterans to its management and improved balance sheet profile throughadvisor team in order to enhance the above measures thatquality of its properties and its industry and public reputation.

While selling its own feature films and television projects in all territories of the world, the Company will help attractalso seek out other sales and distribution entities for potential acquisition or merger. Such entities include creative talent agencies, government co-production authorities, film and television buyers, private equity investment. The actual fund raising efforts will be made once appropriate business opportunities are identified.firms, key crewmembers and creative talent.

The entertainment industry is a dynamic field.  Noble House will continue to identify and exploit relationships that ensure the Company also filed a registration form (F-20) with the Securitiescontinues to compete in this large and Exchange Commission of the United States of America (SEC) with a view to get a listing on Over The Counter Bulletin Board of NASDAQ (OTCBB). The SEC accepted the Company's registration on March 12, 2004. The Company now plans to acquire a viable business activity to apply for a trading symbol on OTCBB so that it's shares can be traded on a wider US market. This is expected to attract equity investment.extremely competitive but profitable marketplace.

Changes in business activities

The company wrote off the investment made in May 2003 in "Jenn Project" owing to lack of any development during the fiscal year 2004. This was the only active business of the Company.

(C) ORGANIZATIONAL STRUCTURE

As at March 31, 2005, the Company had only one wholly-owned subsidiary, Noble House Film and Television Inc. (NHFT).  All the film properties and distribution rights acquired by the company, as above, have been transferred to NHFT, which has become the operating company. NHFT changed its name from First Empire Music Corp. on January 21, 2005.

On July 5, 2004, the Company had the following wholly-owned subsidiaries:

1. dissolved its wholly owned subsidiary, First Empire Entertainment Corp., which was incorporated in Ontario, Canada on September 26, 1995, and acquired on September 6,had been inactive since 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. On July 5,2004, the directors decided to formally dissolve this subsidiary. The Articles of dissolution were filed with the Ministry of Consumer and Business Services in Ontario, Canada on July 6, 2004.
2. First Empire Music Corp., incorporated in Ontario, Canada 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.

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(D) PROPERTY PLANTS AND EQUIPMENT

The administrativeCorporate and head office of the Company is located in subleased premises at 47 Avenue Road, Suite 200, Toronto, Ontario, Canada. There is no long-term lease commitment.

Total area of the premises is approximately 950 sq. ft., and about 10% of this premise is subleased to the Company.Company at an approximate rent and utilities cost of $200 per month.

See Operating

The Company’s subsidiary, NHFT is located in another sublease premises at 181 Queen Street East, Toronto, Ontario, Canada. The premises are owned by the Company’s CEO and Financial Review and Prospects - Item 5 for further details.a director, Mr. Damian Lee. There is no long-term lease commitment. Rent paid is $1,300 per month.

ITEM 5 -– OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(A)  OPERATING RESULTS

The following discussion should be read in conjunction with the Audited Financial

Statements of the Company and notes thereto contained elsewhere in this report.

Overview

DuringResults of operations

Overview

The following were the past several years,key events in fiscal 2005 –

    1.   The Company changed its name on November 4, 2004 from First Empire Corporation Inc. to Noble House Entertainment Inc. The name change was due to acquisition of certain assets from a film production house by the company triedsimilar name as explained later under Acquisition. The directors were authorized by the shareholders in their last annual and special meeting on November 25, 2004 to commence itschange the name as they thought fit and concluded that the new business strategyname would be more appropriate since it was better recognized in the industry.

    2.   On November 19, 2004, the Company carried out a reverse stock split under which one new common share of focusing on entertainment sector.

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Its first acquisition was Scripts and lyrics related    3.   Under the Company’s share buy-back plan to deal with fractional shares arising from the reverse stock split per (i) above, the Holders of less than ten old common shares were not issued any new shares of the Company. Instead, they were entitled to a musical, "The Countpayment of Monte Cristo"$0.10 per share, subject to minimum of $1. As a result, a maximum of 619 existing common shares are expected to be returned to the Company for cancellation for a total cash consideration of $185 under the buy-back plan. The plan has no expiry date.

    4.   On November 30, 2004, the Company issued 3.5 million common shares plus 3.5 million warrants to an independent Production House in settlement of the value of acquisition of certain theatrical films properties valued at $350,000 (see “Acquisition” below). These shares cannot be sold or transferred by the vendor for at least five years from the date of issuance without the approval of the Company as per the terms of the assets purchase agreement dated November 30, 2004.

The vendor was also issued 3.5 million warrants, which are convertible into equal number of common shares of the Company at a conversion price of $1 per warrant on or before November 30, 2006, As at June 30, 2005, none of the warrants was exercised.

    5.   On December 1, 2004, the Company entered into a consulting contract with Mr. Damian Lee, one of the owners of the production House from which the Company acquired certain film properties (see “Acquisition”). The Company intendedContract is effective January 15, 2005 for a five-year term up to raise moneyJanuary 15, 2010. The contract provides for a monthly fee of $6,000 plus taxes plus reimbursement of expenses. In addition, Mr. Lee will also be entitled to startproduction fees and incentives linked to his role and responsibility on each film or television production.

    6.   On December 1, 2004, Mr. Damian Lee was appointed a workshop involving commercial productiondirector and chief executive officer of the musical. Unfavourable market conditions prevented raisingCompany.

    7.   On January 21, 2005, the required funds. The project costsCompany’s wholly owned subsidiary, First Empire Music Corp changed its name to Noble House Film & Television Inc. ( NHFT)

    8.   NHFT became the operating arm of the Company. All film assets acquired in November 2004 from Noble House Production Inc. were therefore fully written offtransferred to NHFT and Mr. Damian Lee took the charge of NHFT as president and brought in fiscal 2003.

Then in fiscal 2003, it acquired artist management contract, created a demo 3-song CD and began promoting the artist to studios in North America for a potential contract for an audio album. These efforts have not so far been successful. The Company wrote off the costhis team of this project in fiscal 2004.

Currently, the company has no viable business activities on hand but is reviewing opportunities in film and television production and distribution. This time, the Company aims to retain services of personsconsultants with considerable experience and contacts in the movie industry.

    9.   NHFT began working on various projects. A summary of major initiatives that began in March 2005 is given later in this report.

    10.   NHFT developed a web site –www.nhentertainment.com  which provides details of the current projects.

    11.   On April 27, 2005, NASDAQ accepted the Company’s application for a listing and trading of its common shares on Over the Counter Bulletin Board and assigned a trading symbol of NHSEF to the Common shares of the Company.

Acquisition

One of the key events during the fiscal year 2005 was the successful conclusion of negotiations with Noble House Production, an independent private film production and television sector to ensure successful and profitable returns.

Atdistribution company in Toronto.  Under the same time,deal, the Company plansacquired the following selected assets, which were free of any encumbrances or debts:

Developed scripts and synopsis of ten theatrical films. These scripts were developed internally by the owners of the Noble House Production, Mr. Damian Lee and Mr. Lowell Conn and were valued at $230,000.

Distribution contracts for seven theatrical films valued at $120,000.

The valuation of the film properties acquired as above was endorsed by an independent US distribution house.

The total acquisition price of $350,000 was settled by issuance of restricted common shares of the Company as explained in 4 above under the overview section.

The acquired properties are to raise enough funds that will be requiredmanaged and commercially developed or licensed by the Company’s wholly owned subsidiary, First Empire Music Corp., which changed its name to sustainNoble House Film & Television Inc. on January 21, 2005 to better reflect its new activities.

The owners of Noble House Production, Mr. Damian Lee and promoteMr. Lowell Conn together with certain members of their production team joined the Noble House Film and Television Inc. and are responsible for the day to day operations of the subsidiary including commercial production, licensing and distribution of the various film properties acquired and new properties to be developed.

Mr. Damian Lee is a twenty-year veteran of the film industry, Mr. Lee’s movie credits which comprise as producer on 34 films, as writer on 20 films, as director on 14 films, as actor on 7 films and as assistant director on 2 films.  He put Jim Carrey, Hayden Christensen and Jason Priestley, among others, in their first feature film roles.  Mr. Lee has written, directed and produced some of the most successful films in Canadian history, many of which spawned profitable and entertaining sequels.

Mr. Lee’s association with the Company and also considerable equity stake in the Company significantly improves the Company’s chances of achieving its business activities. strategy successfully.

Income

Distribution commission of US$4,025 was earned during the last quarter of the fiscal 2005 from one of the films for which the Company holds distribution rights.

The current restructuring of its share capital and shareholder base through stock consolidation and buy-back plan implemented in August 2003 was the first step in this direction.

Income

As explained earlier, the Company'sCompany’s activities failed to generate any revenue.revenues during the fiscal years 2004 and 2003.

Expenses

The overall analysis of the expenses is as follows:

Operating Expenses

Consulting costs (2004: $64,840,(2005: $76,095, 2004:$ 64,840 and 2003: 22,541 and 2002: 1,029)$22,541)

Consulting fees in fiscal 2005 mainly consists of monthly fees paid to eight consultants working for NHFT which became fully operational in March 2005.

Majority of consulting fees ($60,372fee -$60,374 – in fiscal 2004 $13,944 in 2003 and $nil in 2002) werewas  charged by a shareholder corporation, Snapper Inc. These fees were charged under a consulting contract which providedproviding for a monthly fee of US$5,000 per month. The services provided includedfor arranging non-interest bearinginterest-free working

11

capital, funds, introduction to business opportunities and public relations. The Company had successfully used the services of this corporation in the past.

The Consulting contract with Snapper Inc. was initially for a period of one year but was subject to automatic renewal. However, owing to lack of any current business activities, the Company was able to successfully negotiate early cancellation of the consulting contract in October 2004 which resulted in cancellation of consulting contract effective July 1, 2004 and reversal of $20,592, being the balance owed as atterminated on June 30, 2004.

Consulting fee for fiscal 2003 included fee of $13,944 charged by Snapper Inc.

Shareholder Information (2005:$20,122, 2004: $3,142 and 2003: $(553))

Shareholder information costs consist of cost of holding shareholders’ meetings and regulatory and related filing fees.

During 2005, the Company paid to a market maker in the US , a one –time total  fee of  $11,250 comprising US$ 5,000 in cash (CDN$6,250) and $5,000 in 50,000 restricted common shares of the Company. The fee was paid for their services in connection with the Company’s application to NASDAQ for a listing and trading symbol.

The Company also paid a one-time non refundable fee of $2,000 to Canadian National Quotation Exchange (CNQ) for potentially listing the Company on CNQ. However, the Company decided not to pursue this listing further after it was accepted on NASDAQ over the counter bulletin board listing.

The balance of the costs for fiscal 2005 included filing fees paid to Ontario Securities Commission and other regulatory bodies and $1,981 towards shareholders’ meeting.

Fiscal 2004 costs comprised filing fees of $1,875 and shareholders’ meeting fee of $1,267.

In fiscal 2003, filing fees of $ 1,522 were off set by a negative shareholders meeting cost of $1,715 caused by reversal of excess accruals in the previous year.

Promotion costs (2005: $13,543, 2004 and 2003: $ nil)

Promotional costs for fiscal 2005 include costs of hosting a major event in September 2004 for a group of prospective investors and people in entertainment industry. The primary purpose was to introduce Noble House and Mr. Damian Lee and his team and also to identify new business opportunities.

There was no promotional activity during fiscal years 2004 and 2003.

Professional fees (2005: $9,680, 2004: $26,309 and 2003: $ 5,989)

Professional fees

Fiscal 2005 professional fee comprises audit fee provision.

Major item in fiscal 2004 were $26,309 comparedincluded audit fees of $16,365 to $5,989 incover 2004 audit and also to cover US reporting on fiscal 2003 and $3,460 in fiscal 2002.

Significant increase in fee in fiscal 2004 consisted mainly of audit fee, which increased from around $3000 in 2002 to $5,000 in 2003 and $16,365 in 2004.

In fiscal 2004, the Company filed a detailed registration form with SEC with a view to obtain listing on OTCBB as explained earlier under the overview. In connection with the registration statement, the Company had to have its financial statements for the last three years - 2001 through 2003 - audited accordingpurpose of filings with US Securities and Exchange Commission. A fee of $5,000 was paid to United States' generally accepted auditing standards and include a reconciliation of its financials per Canadian generally accepted accounting standards with those of the USA and also obtain a new audit opinion as required by SEC regulations. These changes cost around $10,000 in audit costs. The balance of audit cost of $6,000 reflects provision for fiscal 2004 audit.

Professional fee also includes $5,000 paid toMr. Kam Shah, the Chief Financial Officer in fiscal 2004 in the form of 100,00050,000 post reverse-split common shares for accounting services.

Fees for fiscal 2003 mainly included audit fee of the Company for his efforts in preparing the SEC registration form.$5,000.

Other Operating Costs

Office and general (2005: $27,061, 2004: $9,953 and 2003: $5,245)

These costs include shareholder information, rent, telephone, Internet, transfer agents fees and other general and administration costs. Other operating

Significant increase in the fiscal 2005 compared to the previous years was mainly attributable to the new operational costs of NHFT of approximately $12,300. These costs included rent of $6,500 for new premises where the office of NHFT is located. The balance of the costs comprised expenses of approximately $6,000 recharged to the corporate office by Current Capital Corp., a shareholder corporation under an expense sharing agreement and $8,200 transfer agent’s fee.

Expenses for 2004 and 2003 were primarily the corporate costs charged by Current Capital Corp and transfer agent fees.

Transfer agent fees increased significantly in fiscal 2004 were $13,302 compared2005 due to $4,984reverse split and buy back and increased treasury activities.

Amortization of Investments in fiscal 2003Film and $17,823 in fiscal 2002.Television Programs

The major itemdetails are as follows:

The carrying value of one of the ten scripts was transfer agent fee, whichfully amortized since its development plan was $5,581 in fiscal 2004 comparedpostponed for an indefinite period and of three other scripts were partially amortised since they were to $4,238 in fiscal 2003 and $4,620 in fiscal 2002. The increase in partly due to new shares transactions duringbe re-written before being developed.

Similarly, the fiscal 2004 as explained later in this report.carrying values of three of the seven distribution contracts were fully amortised since no reasonable estimate of expected distribution commission there from can be made for the foreseeable future while carrying value of one other distribution contract was partially amortised.

Project costs and goodwill written off

During the fiscal 2004, the Company wrote off contract rights and production

12

costs totalling $110,000. On May 13,In fiscal 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. The primary assets comprised a 3-song demo album and an agency contract with an Artist. During the fiscal years 2003 and 2004 efforts were made to attract recording studios to offer a recording contract to the said Artist. However, these efforts were unsuccessful. Currently, the Artist is continuing her efforts and approaching various studios in New York City. The successful outcome of her efforts cannot be reasonably predicted. As a result, the management wrote off the costs following a conservative accounting policy.

During the fiscal 2003, the Company off $75,000 reflecting costs of Scriptsscripts and lyrics related tototalling $75,000 in respect of 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 commercialized in the foreseeable future and therefore decided to write off the costs.

In the fiscal 2002, the Company fully wrote off the goodwill of $253,959, which related to acquisition of "the Count" intellectual properties“The Count” since the management concluded that theremusical project was a permanent impairment in value.abandoned for lack of adequate funding.

(B)  LIQUIDITY AND CAPITAL RESOURCES

Working Capital

As at June 30, 2004,2005, the Company had a net working capital deficit of $194,696 compared to a working capital deficit of $57,478 compared to the deficit of $106,350as at June 30, 2003. The significant decrease2004.

Significant increase in the deficit is largelyin fiscal 2005 was due to conversionadditional funds provided by the shareholder corporations to meet the operating needs of shareholder advances into equity.NHFT and corporate office costs on new listing on OTCBB

Cash on hand as at June 30, 20042005 was $245.$1,629.

The Company relies principallyexpects cash flow from some of the initiatives that have been taken by NHFT in generating revenue in the next fiscal year and also hopes to raise funds through private placements. However, it will continue to depend on shareholder advancesits corporate shareholders to fund any deficit in its expenditures. The Company has no internal sourceworking capital requirements.

Operating cash flow

During the fiscal 2005, net cash outflow of funding$104,347 from the operations, mainly consulting fees and thus it depends on the ability to finance its business activities either by borrowing from shareholders or by raising fundsoperating costs of NHFT was off set by the sale of shares.

Operating Cash Flow

For the year ended June 30, 2004, net cash inflowsinflow of $95,830 exceeded cash outflows of $95,809$105,731 from funds advanced by corporate shareholders, thus resulting in a positivenet cash flowincrease of $21,$1,384 which when combined withwas added to the $224 cash balance fromof $245 at the fiscalbeginning of the year, resulting in a cash on hand of $1,629 at the end 2003 resulted in an ending cash position of $245. The cash inflows were a result of an exercise of warrants of $75,000 and net borrowing of 22,357 from the shareholders. Cash outflows comprised principally of $99,659 of operating costs.year.

Key financing activities

13

Financing Activities

The following outlines the Company'sCompany’s key financing activities during the fiscal year 2005:

    1.  On November 19, 2004, the Company carried out a reverse stock split under which one new common share of the Company was issued for every two old common shares of the year endedCompany. Under the Company’s share buy-back plan to deal with fractional shares arising from the reverse stock split per (i) above, the Holders of less than ten old common shares were not issued any new shares of the Company. Instead, they were entitled to a payment of $0.10 per share, subject to minimum of $1. As a result, a maximum of 619 existing common shares are expected to be returned to the Company for cancellation for a total cash consideration of $185 under the buy-back plan. The plan has no expiry date.

    2.  On November 30, 2004, the Company issued 3.5 million common shares plus 3.5  million warrants to an independent Production House in settlement of the value of acquisition of certain theatrical films properties valued at $350,000 (see “Acquisition” above). These shares cannot be sold or transferred by the vendor for at least five years from the date of issuance without the approval of the Company as per the terms of the assets purchase agreement dated November 30, 2004.

The vendor was also issued 3.5 million warrants, which are convertible into equal number of common shares of the Company at a conversion price of $1 per warrant on or before November 30, 2006, As at June 30, 2004:2005, none of the warrants was exercised.

The following financing activities took place

      3.  On June 13, 2005, the Company issued 50,000 restricted Common shares to a     market maker in the US in settlement of part of their fee for application to NASDAQ for a listing and trading symbol on Over the Counter Bulletin Board.

Key Investing Activities

Key investment activity during the fiscal 2003:

14

The following financing activities took place in fiscal 2002:C)  

(C)

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

The Company has not spent any funds on research and development during the fiscal years 2005, 2004 2003 and 2002.2003.

(D)  

TREND INFORMATION

There are no trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company'sCompany’s business, financial condition or results of operation other than uncertainty as to the speculative nature of the business (Refer to the heading entitled "Risk Factors"“Risk Factors”).

(E)

OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2005, 2004 and 2003, the Company did not have any off balance sheet arrangements, including any relationships with unconsolidated entities or financial partnership to enhance perceived liquidity.

 (F)

CONTRACTUAL OBLIGATIONS

Not applicable.

(F) CONTRACTUAL OBLIGATIONS

(G)

SAFE HARBOUR

Not applicable.

(G) SAFE HARBOUR

Not applicable.

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ITEM 6 -– DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)  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:

Damian Leehas been appointed asChief Executive Officer and a chairman and director on December 1, 2004 and is based in Toronto, Ontario. Mr. Lee is a twenty-year veteran of the film industry. Mr. Lee’s movie credits which comprise as producer on 34 films, as writer on 20 films, as director on 14 films, as actor on 7 films and as assistant director on 2 films.  He cast Jim Carrey, Hayden Christensen and Jason Priestley, among others, in their first feature film roles.  Mr. Lee has written, directed and produced some of the most successful films in Canadian history, many of which spawned profitable and entertaining sequels.

Kam Shah joined the Company as a Chief Financial Officer and was appointed to the Board on January 3, 1999. He worked with Pricewaterhouse Coopers LLP and Ernst & Young. He is a US Certified Public Accountant and a Canadian Chartered Accountant.  He has over fifteen years of international experience in corporate financial analysis, mergers & acquisitions. Mr. Shah is responsible for the financial and statutory matters of the Company and effective May 17, 2004, following resignation of the Chairman, Mr. Terence Robinson, hashad also assumed the responsibilities of the chairman of the Board and Chief Executive Officer of the Company until the next annual general meeting.

December 1, 2004 when Mr. Damian Lee took over those responsibilities and Mr. Shah is also a consultant providing accounting and tax services to Current Capital Corp., (CCC) a private Ontario corporation, having its head office in Toronto. CCC provides media relations services to public. Mr. Shah is a Chairman, CEO and CFO to Bontan Corporation Inc., an Ontario reporting corporation listed and traded on OTCBB of NASDAQ and is engaged in the resource sector.continued as Chief Financial Officer.

John Robinsonis a non-executive independent director based in Toronto, Ontario. He was appointed director of the Company andon May 17, 2004. Mr. John is also a chairman of the audit committee. He has over fifteen years of experience as venture capitalist.

Mr. Robinson is a graduate of University of Toronto and Toronto French School. Mr. Robinson is a sole shareholder and director of CCC. JohnHe can fluently communicate in French, Italian and Russian apart from English.

16Management Team

Terence Robinson was ChairmanThe Company‘s current management team consists of the Board andfollowing:

Noble house Entertainment Inc.

1.  Mr. Damian Lee as Chief Executive officer.

     2.  Mr. Kam Shah as Chief Financial Officer

Noble house Film and Television Inc.

     1.  Mr. Damian Lee as President

     2.  Mr. Lowell Conn as Executive Vice President

LOWELL CONN, the co-founder of Noble House Productions, collaborated with Mr. Lee on the Company since October 1, 1991.completion of ONE EYED KING and the re-release of Jim Carrey’s first film, COPPER MOUNTAIN.  He resigned fromis the Board on May 17, 2004 but continues withauthor of innumerable published articles and multiple feature film scripts.  Mr. Conn is a weekly contributor to the CompanyNational Post and has served as a consultant. He will advise the board in the matters of shareholders relations, fund raising campaigns, introduction and evaluation of investment opportunities and overall operating strategies for the Company. He has over 18 years of experience as merchant banker and venture capitalist and has successfully secured financingbusiness consultant for a number of start-uponline and small cap companies.print newspapers and magazines.

Management Team

The Company's current management team consists onlyBackground details of Mr. Kam Shah whose background detailsthe other executives are given under 6(A) above.

Mr. Shah has not signed any consulting contract and is allotted shares and options of the Company from time to time in lieu of fees for his services.

(B)  COMPENSATION

The compensation payable to directors and officers of the Company and its subsidiary is summarized below:

1.

General

The Company does not compensate directors for acting solely as directors. Except as described below, the Company does not have any arrangements pursuant to which directors are remunerated by the Company or its subsidiary for their services in their capacity as directors, other than options to purchase shares of the Company which may be granted to the Company'sCompany’s directors from time to time and the reimbursement of direct expenses.

The Company does not have any pension plans.

2.

Statement of Executive Compensation

Mr. Kam Shah has not signed any consulting contract with the Company and is not paid any cash remuneration. He may be issued options and shares in lieu of his services.

Mr. Damian Lee signed a five-year consulting contract on December 1, 2004, which provides for cash remuneration of $6,000 per month plusproduction fees and incentives linked to his role and responsibility on each film or television production.

Mr. Lowell Conn signed a five-year consulting contract on February 1, 2005, which provides for cash remuneration of $4,350 for the first year. Cash remuneration for the subsequent years in the agreement is to be decided annually by the Board of Noble House. Mr. Conn will also be entitled to production fees and incentives linked to his role and responsibility on each film or television production.

The Company had two named executive officers as at June 30, 2004. However, currently it has only one executive officer. The Statement of Executive Compensation required under Form 51-904F to the Securities Act requires disclosure offollowing table and accompanying notes set forth all compensation for each Chief Executive Officer and for each of the Company's (including subsidiaries) four most highly compensated executive officers, other than the CEO, provided that disclosure is not required for an executive officer where total salary and bonus does not exceed $100,000.

The Company's executives have not received any cash compensation. Mr. Shah, the current CEO and CFO received 100,000 shares ofpaid by the Company in the fiscal

17

2004, which were valued at $5,000to its directors and senior management for his services during the year. No such compensation was allowed in the fiscal years 2003ended June 30, 2005, 2004 and 2002.2003

There are no employment contracts with any of the directors.    Notes:

   1.  “SAR” means stock appreciation rights

   2.  “LTIP” means long term incentive plan

Long Term Incentive Plan (LTIP) Awards

The Company does not have a LTIP, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company'sCompany’s securities) was paid or distributed to the Named Executive Officers during the most recently completed financial year.

Defined Benefit or Actuarial Plan Disclosure

There is no pension plan or retirement benefit plan that has been instituted by the Company and none are proposed at this time.

(C)  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.

Audit Committee

The members of the audit committee consist of TerenceJohn Robinson and Kam Shah.Damian Lee. 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.

With

The Company’s Audit Committee has adopted the resignationfollowing charter (the “Charter”) that sets out its mandate and responsibilities:

General

The primary function of Mr. Robinson from the board effective May 17, 2004,Audit Committee is to assist the newly elected director, John Robinson becameBoard of Directors of the Company (the “Board”) in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the shareholders and others, the systems of internal controls and management information systems established by management and the Company’s external audit process and monitoring compliance with the Company’s legal and regulatory requirements with respect to its financial statements.

The Audit Committee is accountable to the Board. In the course of fulfilling its specific responsibilities hereunder, the Audit Committee is expected to maintain an open communication between the Company’s external auditors and the Board.

The responsibilities of a member of the Audit Committee are in addition to such member’s duties as a member of the Board.

The Audit Committee does not plan or perform audits or warrant the accuracy or completeness of the Company’s financial statements or financial disclosure or compliance with generally accepted accounting procedures, as these are the responsibility of management and the external auditors.

Effective Date

This Charter was implemented by the Board on August 2, 2005.

Composition of Audit Committee

The Committee membership shall satisfy the laws and policies governing the Company and the independence, financial literacy and experience requirements under securities law, stock exchange and any other regulatory requirements as are applicable to the Company.

Relationship with External Auditors

The external auditor is required to report directly to the Audit Committee. Opportunities shall be afforded periodically to the external auditor and to members of senior management to meet separately with the Audit Committee.

Responsibilities

     1. The Audit Committee shall be responsible for making the following recommendations to the Board:

     a.   the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, committee.review or attest services for the Company; and

18

     2.   The Audit Committee shall be directly responsible for overseeing the work of the external auditor, including the resolution of disagreements between management and the external auditor regarding financial reporting.  This responsibility shall include:

     a.  reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgments of management that may be material to financial reporting;

     b.   questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

     c.   reviewing audited annual financial statements, in conjunction with the report of the external auditor;

     d.    reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management; and

     e.    reviewing the evaluation of internal controls by the external auditor, together with management’s response

     3.    The Audit Committee shall review interim unaudited financial statements before release to the public.

     4.   The Audit Committee shall review all public disclosures of audited or unaudited financial information before release, including any prospectus, annual report, annual information form, and management’s discussion and analysis.

     5.     The Audit Committee shall review the appointments of the chief financial officer and any other key financial executives involved in the financial reporting process, as applicable.

     6.   Except as exempted by securities regulatory policies, the Audit Committee shall pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the external auditor.

     7.     The Audit Committee shall ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, and shall periodically assess the adequacy of those procedures.

     8.     The Audit Committee shall establish procedures for:

     a.  the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and   

     b.     the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

     9.   The Audit Committee shall periodically review and approve the Company’s hiring policies, if any, regarding partners, employees and former partners and employees of the present and former external auditor of the Company.

    10.     Meetings of the Audit Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

Authority

The Audit Committee shall have the authority to:

     a.   to engage independent counsel and other advisors as it determines necessary to carry out its duties;

     b.     to set and pay the compensation for any advisors employed by the Audit Committee; and

     c.     to communicate directly with the external auditors.

Compensation Committee

The Company does not currently have a Compensation Committee.  The directors determined that, in light of the Company'sCompany’s size and resources, setting up such a committee would be too expensive for the Company at this time.  The Company has, however, set up an Independent Review Committee of the Board to review and approve all non-arms'non-arms’ length contracts.  This Committee has the same composition as the Audit Committee, and is currently comprised of all non-management directorsthe two directors:  John Robinson and unrelated directors.Damian Lee.

(D)  EMPLOYEES

The Company presently has no permanent employees. It uses the services of consultants from time to time.

(E)  SHARE OWNERSHIP

The Company currentlypresently has no share option or compensation plans.

The directors now propose to create two plans to be named  (a) 2006 Consultant Stock Compensation Plan covering 1 million common shares of the Corporation and (b) 2006 Stock Option Plan covering 1 million options.

The objective of these Plans is to provide for and encourage ownership of common shares of the Company by its directors, officers, consultants and employees and those of any subsidiary companies so that such persons may increase their stake in the Company and benefit from increases in the value of the common shares. The Plans are designed to be competitive with the benefit programs of other companies in the natural resource industry. It is the view of management that the Plans are a significant incentive for the directors, officers, consultants and employees to continue and to increase their efforts in promoting the Company’s operations to the mutual benefit of both the Company and such individuals and also allow the Company to avail of the services of experienced persons with minimum cash outlay.

The following table sets forth the share ownership of those persons listed in subsection 6.B above and includes details of all warrants held by such persons at June 30, 2005:

Name	# of Common shares held at June 30, 2005	# of Warrants	Exercise price - in US$	Expiry date(s)
Damian Lee(1)	3,500,000	3,500,000	$1.00	30-Nov-06
Lowell Conn(1)
Kam Shah	75,000	-
John Robinson (2)	1,488,750	-

      (1)

Shares and warrants held through Noble House Corporation Ltd. Owned jointly by Mr. Damian Lee and Mr. Lowell Conn.

      (2)

Held through Current Capital Corp., whose John Robinson is a sole shareholder.

During the fiscal year 2004, 50,000 post reverse-split shares were issued to Mr. Kam Shah, CFO for accounting services

No options or shares were issued in 2003.

ITEM 7 -– MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)  MAJOR SHAREHOLDERS

The Company's securities are recorded on the books of its transfer agent in registered form. The majority of such shares are, however, registered in the name of intermediaries such as brokerage houses and clearing-houses on behalf of their respective clients. The Company does not have knowledge of the beneficial owners thereof.

As at October 27, 2004,November 16 2005, Intermediaries like CDS & Co, Toronto, Canada and Cede & Co of New York, USA held approx. 25%14% of the issued and outstanding common shares of the company on behalf of several beneficial shareholders whose individual holdings details were not available. The following are the other registered shareholders holding more than 5% of the common shares of the company as at October 27, 2004.November 16, 2005.

      (1) Noble House Corporation Ltd. is owned by Mr. Damian Lee and Mr.    Lowell Conn, both are executives of the Company and its subsidiary.

      (2)  1.3 million shares are held in the name of Current Capital Corp. of which  Mr. John Robinson is a sole shareholder and director.

At October 27, 2004,November 16, 2005, the Company had 9,168,9958,134,544 shares of common stock outstanding, which, as per the details provided by the Transfer Agents, were held by 361364 record holders excluding the beneficial shareholders held through the intermediaries, 2.5%16 of which, holding an aggregate of 368,757shares (4%234,381 shares (2.88%) of common stock, were in the United States.

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First EmpireThe Registrant is a publicly owned Canadian corporation, the shares of which are owned by Canadian residents, US residents, and residents of other countries. First EmpireThe Registrant is not owned or controlled directly or indirectly by another corporation or any foreign government. There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change of control of the Company.

(B) 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 as at June 30, 2005  have been listed below:

Current Capital Corp., a shareholder corporation where directors of the Company serve as consultants and is owned by one of the directors charged approximately $5,400 for the premises rent, telephone, consultants’ fees and other office expenses (2004 - $12,600; 2003 - $11,200).

Consulting fees include amounts to Snapper Inc., a shareholder corporation of $nil (2004 - $60,372; 2003 - $13,944).

Included in professional fees are fees of $nil (2004:  $5,000, 2003:  $Nil) paid to a director of the Company.  The payment was made by way of issuance of 100,000 shares of the Company.

Consulting fee includes fee paid to a director for services rendered of $30,000 (2004 and 2003:  $nil)

Rent of $6,500 (2004 and 2003:  $nil) is charged in respect of the subsidiary premises owned by a director of the Company.

Included in accounts payable are balances due to Current Capital Corp. of $15,728 (2004:  2,100 and 2003:  $nil)

Receivable included $3,752 (2004 and 2003:  $nil) advanced to two production companies owned by the directors of the subsidiary and which will license the scripts from the Company.

Payable includes $11,900 (2004 and 2003:  $nil) received from two production companies.  The Company is a co-producer in one of these production companies.  The Company is a co-producer in one of these production companies and directors of the subsidiary are the owners of the other production company.

Advances from shareholders as at June 30, 2005 were $143,937 (June 30, 2004:  $38,021 and June 30, 2003:  $52,158)

Indebtedness to Company of Directors, Executive Officers and Senior Officers

None of the directors, consultants, executive officers and senior officers of the Company or any of its subsidiaries, proposed nominees for election or associates of such persons is or has been indebted to the Company at any time for any reason whatsoever, including the purchase of securities of the Company or any of its subsidiaries.

(C) INTERESTS OF EXPERTS AND COUNSEL

Not applicable.applicable

ITEM 8 -– FINANCIAL INFORMATION

(A) CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Information regarding our financial statements is contained under the caption "Item 17. Financial Statements" below.

Legal Proceedings

There are no material legal proceedings

A case was filed on August 10, 2005 in progress orthe Court in Florida against the Company and some of its current and past directors by a person alleging a liability of US$ 200,000 plus triple damages for failing to the knowledgeissue him common shares of the Company pending or threatenedagainst the funds that he alleged to whichhave paid in 1997.

The Company’s lawyer filed a motion to dismiss the case on October 12, 2005 for lack of jurisdiction.

Notwithstanding the above, the Company does not believe that the case is a party or to which any of its properties is subject.valid and has therefore made no provision in the financial statements against the claim.

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Dividend Policy

Since its incorporation, the Company has not declared or paid, and has no present intention to declare or to pay in the foreseeable future, any cash dividends with respect to its Common Shares. Earnings will be retained to finance further growth and development of the business of the Company. However, if the Board of Directors declares dividends, all Common Shares will participate equally in the dividends, and, in the event of liquidation, in the net assets, of the Company.

(B)  SIGNIFICANT CHANGES

The following is a summary ofThere were no key corporate changes and other significant changes since the date of the financial statements included in this annual report.events that occurred subsequent to June 30, 2005:

On July 5, 2004, the directors decided to formally dissolve First Empire Entertainment Corp., the Company's subsidiary, as it had been inactive since 2001. The Articles of dissolution were filed with the Ministry of Consumer and Business Services on July 6, 2004.

ITEM 9 - THE OFFER AND LISTING

(A)  OFFER AND LISTING DETAILS

The company'sCompany’s common shares began trading on OTCBB on April 27 2005. Prior to that date, the Company’s shares were traded "over-the-counter"“Over –the Counter” on the Canadian Unlisted Board ("CUB"(“CUB”) for a brief while in 2000. No real-time quotes or trades were available to the public. There is no record of quotations under the CUB.

The following table sets forth the reported high and low sale prices for the common shares of the Company as quoted on OTCBB during the fiscal year ended June 30, 2005 covering the period from April 28, 2005 to June 30, 2005

The following table outlines the annual high and low market prices for the five most recent fiscal years:

Fiscal year ended June 30	High In US $	Low In US$
2005	.65	.535

The following table outlines the high and low market prices for fiscal financial quarter ended September 30, 2005

Fiscal Quarter ended	High	Low
	In US$	In US$
September 30, 2005	.615	.555

The following table outlines the high and low market prices for each of the most recent six months:

Month	High	Low
	In US$	In US$
October, 2005	.655	.655
September 0, 2005	.655	.655
August  , 2005	.615	.615
July, 2005	.62	.615
June, 2005	.55	.55
May, 2005	.55	.55

(B)  PLAN OF DISTRIBUTION

Not applicable.applicable

(C)  MARKETS

The company's common shares were traded briefly during the fiscal 2000 "over-the-counter" on the Canadian Unlisted Board ("CUB") with the trading symbol "FEPR" and CUSIP #32008X 10 2. 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 forSince April 27, 2005, the company'sCompany’s common shares will develop or be sustained.

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---

Tablebegan trading on OTCBB of Contents

NASDAQ under a trading symbol “NHSEF”

(D)  SELLING SHAREHOLDERS

Not applicable.

(E)  DILUTION

Not applicable.applicable

(F)  EXPENSES OF THE ISSUE

Not applicable.applicable

ITEM 10 -– ADDITIONAL INFORMATION

(A)  SHARE CAPITAL

This Form 20F is being filed as an Annual Report under the Exchange Act and, as such, there is no requirement to provide any information under this section.

(B)  MEMORANDUM AND ARTICLES OF ASSOCIATION

The Memorandum and Articles of the Company are incorporated by reference to the information in our registration statement on Form 20-F filed with the Securities and Exchange Commission, in Washington, D.C. on MarchJune 12, 20042000 to which our Articles of Incorporation and Memorandum were filed as exhibits.

No further changes have been made to the Company'sCompany’s Articles/Bylaws.

(C) MATERIAL CONTRACTS

Except for contractsOn November 30, 2004, the Company entered into in the ordinary coursea purchase agreement with Noble House Production Limited to acquire certain film properties at an agreed price of business, the Company has not entered into any material contracts in the preceding two years.$350,000, which was settled by issuance of 3.5 million restricted common shares plus 3.5 million warrants exercisable at $1 each to acquire equal number of common shares. This is more fully explained under Item 5 (A) “acquisition” above.

(D)

 EXCHANGE CONTROLS

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Company'sCompany’s common shares.  Any remittances of dividends to United States residents are, however, subject to a 15% withholding tax (5% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Company) pursuant to Article X of the reciprocal tax treaty between Canada and the United States.  See "Item“Item 10 -– Additional Information – E.  Taxation" -Taxation” below.

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Except as provided in theInvestment Canada Act (the "Act"(the “Act”), which has provisions which govern the acquisition of a control block of voting shares by non-Canadians of a corporation carrying on a Canadian business, there are no limitations specific to the rights of non-Canadians to hold or vote the common shares of the Company under the laws of Canada or the Province of Ontario or in the charter documents of the Company.

Management of the Company considers that the following general summary fairly describes those provisions of the Act pertinent to an investment in the Company by a person who is not a Canadian resident (a "non-Canadian"“non-Canadian”).

The Act requires a non-Canadian making an investment which would result in the acquisition of control of the Canadian business to notify the Investment Review Division of Industry Canada, the federal agency created by the Act; or in the case of an acquisition of a Canadian business, the gross value of the assets of which

exceeds certain threshold levels or the business activity of which is related to Canada'sCanada’s cultural heritage of national identity, to file an application for review with the Investment Review Division.

The notification procedure involves a brief statement of information about the investment on a prescribed form, which is required to be filed with Investment Canada by the investor at any time up to 30 days following implementation of the investment.  Once the completed notice has been filed, a receipt bearing the certificate date will be issued to the non-Canadian investor.  The receipt must advise the investor either that the investment proposal is unconditionally non-reviewable or that the proposal will not be reviewed as long as notice of review is not issued within 21 days of the date certified under the receipt.  It is intended that investments requiring only notification will proceed without government intervention unless the investment is in a specific type of business activity related to Canada'sCanada’s cultural heritage and national identity.

If an investment is reviewable under the Act, an order for review must be issued within 21 days after the certified date on which notice of investment was received.  An application for review in the form prescribed is required to be filed with Investment Canada prior to the investment taking place.  Once the application has been filed, a receipt will be issued to the applicant, certifying the date on which the application was received.  For incomplete applications, a deficiency notice will be sent to the applicant, and if not done within 15 days of receipt of application, the application will be deemed to be complete as of the date it was received.  Within 45 days after the complete application has been received, the Minister responsible for the Investment Canada Act must notify the potential investor that the Minister is satisfied that the investment is likely to be of net benefit to Canada.  If within such 45-day4 5-day period the Minister is unable to complete the review, the Minister has an ad ditionaladditional 30 days to complete the review, unless the applicant agrees to a longer period.  Within such additional period, the Minister must advise either that he is satisfied or not satisfied that the investment is likely to be of net benefit to Canada.  If the time limits have

23

elapsed, the Minister will be deemed to be satisfied that the investment is likely to be of net benefit to Canada.  The investment may not be implemented until the review has been completed and the Minister is satisfied that the investment is likely to be of net benefit to Canada.

If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian must not implement the investment or, if the investment has been implemented, could be penalized by being required to divest himself of control of the business that is the subject of the investment.  To date, the only types of business activities which have been prescribed by regulation as related to Canada'sCanada’s cultural heritage or national identity deal largely with publication, film and music industries.  Because the Company'sCompany’s total assets are less than the $5 million notification threshold, and because the Company'sCompany’s business activities would likely not be deemed related to Canada'sCanada’s cultural heritage or national identity, acquisition of a controlling interest in the Company

by a non-Canadian investor would not be subject to even the notification requirements under the Investment Canada Act.TheAct. &nbs p;

The following investments by non-Canadians are subject to notification under the Act:

        1. An investment to establish a new Canadian business; and

        2. An investment to acquire control of a Canadian business that is not reviewable pursuant to the Act.

The following investments by a non-Canadian are subject to review under the Act:

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        2. Direct acquisition of control of Canadian businesses with assets of $237,000,000 or more by a WTO investor;

        3. Indirect acquisition of control of Canadian business with assets of $5 million or more if such assets represent more than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review;

5.	An investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form.

        4. indirect acquisition of control of Canadian businesses with assets of $50 million or more even if such assets represent less than 50% of the total value of the assets of the entities, the control of which is being acquired, unless the acquisition is being made by a WTO investor, in which case there is no review; and

        5. An investment subject to notification that would not otherwise be reviewable if the Canadian business engages in the activity of publication, distribution or sale of books, magazines, periodicals, newspapers, film or video recordings, audio or video music recordings, or music in print or machine-readable form.

Generally speaking, an acquisition is direct if it involves the acquisition of control of the Canadian business or of its Canadian parent or grandparent and an acquisition is indirect if it involves the acquisition of control of a non-Canadian parent or grandparent of an entity carrying on the Canadian business.  Control may be acquired through the acquisition of actual voting control by the acquisition of voting shares of a Canadian corporation or through the acquisition of substantially all of the assets of the Canadian business.  No change of voting control will be deemed to have occurred if less than one-third of the voting control of a Canadian corporation is acquired by an investor.

A WTO investor, as defined in the Act, includes an individual who is a national of a member country of the World Trade Organization or who has the right of permanent residence in relation to that WTO member, a government or government agency of a WTO investor-controlled corporation, limited partnership, trust or joint venture and a corporation, limited partnership, trust or joint venture that is neither WTO-investor controlled or Canadian controlled of which two-thirds of its board of directors, general partners or trustees, as the case may be, or any combination of Canadians and WTO investors.

The higher thresholds for WTO investors do not apply if the Canadian business engages in activities in certain sectors such as uranium, financial services, transportation services or communications.

The Act specifically exempts certain transactions from either notification or review.  Included among this category of transactions is the acquisition of voting shares or other voting interests by any person in the ordinary course of that person'sperson’s business as a trader or dealer in securities.

(E)  TAXATION

Material CanadianU.S. Federal Income Tax Consequences

ManagementThe following is a summary of the Company believes that the following general summary accurately describes allanticipated material CanadianU.S. federal income tax consequences applicable to a holderU.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of common shares of the Company who(“Common Shares”).

This summary is for general information purposes only and does not purport to be a residentcomplete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the United Statesacquisition, ownership, and whodisposition of Common Shares.  In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.  Accordingly, this summary is not a resident of Canadaintended to be, and who doesshould not usebe construed as, legal or hold,U.S. federal income tax advice with respect to any U.S. Holder.  Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and is not deemed to use or hold, his common shareslocal, and foreign tax consequences of the Company in connection with carrying on a business in Canada (a "non-resident holder").acquisition, ownership, and disposition of Common Shares.

Scope of this Disclosure

Authorities

This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations there under (the "Regulations"), the current

25

publicly announced administrative and assessing policies of Canada, Customs and Revenue Agency, and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in their form as of the date of this Annual Report. This description, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, government or judicial action, nor does it take into account provincial, territorial, or foreign tax considerations, which may differ significantly from those, discussed herein.

Dividends

Dividends paid on the common shares of the Company to a non-resident holder will be subject to withholding tax. The Canada-U.S. Income Tax Convention

(1980) (the "Treaty") provides that the normal 25% withholding tax rate under the ITA is reduced to 15% on dividends paid on shares of a corporation resident in Canada (such as the Company) to beneficial owners of the dividends who are residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation that is a resident of the United States which owns at least 10% of the voting shares of the corporation paying the dividend.

Capital Gains

Under the ITA, a taxpayer's capital gain or capital loss from a disposition of a share of the Company is the amount, if any, by which his proceeds of disposition exceed (or are exceeded by) the aggregate of his adjusted cost base of the share and reasonable expenses of disposition. One half of a capital gain (the "taxable capital gain") is included in income, and one half of a capital loss in a year (the "allowable capital loss") is deductible from taxable capital gains realized in the same year. The amount by which a shareholder's allowable capital loss exceeds his taxable capital gains in a year may be deducted from a taxable capital gain realized by the shareholder in the three previous or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.

A non-resident holder is not subject to tax under the ITA in respect of a capital gain realized upon the disposition of a share of a public corporation unless the share represents "taxable Canadian property" to the holder thereof. The Company is a public corporation for purposes of the ITA and a common share of the Company will be taxable Canadian property to a non-resident holder if, at any time during the period of five years immediately preceding the disposition, the non-resident holder, persons with whom the non-resident holder did not deal at arm's length, or the non-resident holder and persons with whom he did not deal at arm's length together owned not less than 25% of the issued shares of any class of shares of the Company.

Where a non-resident holder who is an individual ceased to be resident in Canada, and at the time he ceased to be a Canadian resident elected to have his Company shares treated as taxable Canadian property, he will be subject to Canadian tax on any capital gain realized on disposition of the Company's shares, subject to the relieving provisions of the Treaty described below. Shares of the Company may also be taxable Canadian property to a holder if the holder acquired them pursuant to certain tax-deferred "rollover" transactions whereby the holder exchanged property that was taxable Canadian property for shares of the Company.

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Where the non-resident holder realized a capital gain on a disposition of the Company shares that constitute taxable Canadian property, the Treaty relieves the non-resident shareholder from liability for Canadian tax on such capital gains unless:

Material United States Federal Income Tax Consequences

The following summary is a general discussion of the material United States Federal income tax considerations to U.S. holders of shares of the Company under current law. This discussion assumes that U.S. holders hold their shares of the Company's common stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"“Code”). It, Treasury Regulations (whether final, temporary, or proposed), published rulings of the Internal Revenue Service (“IRS”), published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report.  Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis.  This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

U.S. Holders

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or any other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S. or any state in the U.S., including the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder.  This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to non-U.S. Holders.  Accordingly, a non-U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the acquisition, ownership, and disposition of Common Shares.

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares to U.S. Holders that may be relevant to particular holders in light of their circumstances or to holdersare subject to special rules, such asprovisions under the Code, including the following U.S. Holders:  (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies,companies; (c) U.S. Holders that are broker-dealers, non-resident alien individualsdealers, or foreign corporations whose ownership of shares oftraders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the Company is not effectively connected withU.S. dollar; (e) U.S. Holders that are liable for the conductalternative minimum tax under the Code; (f) U.S. Holders that own Common Shares as part of a tradestraddle, hedging transaction, conve rsion transaction, constructive sale, or businessother arrangement involving more than one position; (g) U.S. Holders that acquired Common Shares in the United States, shareholders who acquired their stock throughconnection with the exercise of employee stock options or otherwise as compensation shareholders whofor services; (h) U.S. Holders that hold their stockCommon Shares other than as ordinary assets and nota capital assets and any other non-U.S. holders. In addition, U.S. holders may be subject to state, local or foreign tax consequences. No opinion or representation with respect toasset within the United States Federal income tax consequences to any such holder or prospective holder is being made by the Company herein. Holders and prospective holders should therefore consult with their own tax advisors with respect to their particular circumstances. This discussion covers all material tax consequences.

The following discussion is based upon the sectionsmeaning of Section 1221 of the Code, Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positionsCode; or (i) U.S. Holders that own, directly or indirectly, 10% or more, by voting power or value, of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This decision does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at

27

any time. Accordingly, holders and prospective holders ofoutstanding shares of the CompanyCompany.  U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisors aboutfinancial advisor, legal counsel or accountant regarding the Federal,U.S. federal, U.S. state and local, estate, and foreign tax consequences of purchasing, owningthe acquisition, ownership, and disposingdisposition of shares of the Company.Common Shares.

U.S. Holders

As used herein, a "U.S. Holder" includes a holder of shares of the Company who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, anyIf an entity that is taxableclassified as a corporationpartnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership (or “pass-through” entity) and any other person or entity whose ownershipthe partners of sharessuch partnership (or owners of such “pass-through” entity) generally will depend on the activities of the Company is effectively connected withpartnership (or “pass-through” entity) and the conductstatus of a tradesuch partners (or owners).  Partners of entities that are classified as partnerships (or owners of “pass-through” entities) for U.S. federal income tax purposes should consult their own financial advisor, legal counsel or business inaccountant regarding the United States. AU.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

Tax Consequences Other than U.S. Federal Income Tax Consequences Not Addressed

This summary does not address the U.S. state and local, U.S. federal estate and gift, or foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares.  Each U.S. Holder does not include persons subject to special provisions of Federal incomeshould consult its own financial advisor, legal counsel, or accountant regarding the U.S. state and local, U.S. federal estate and gift, and foreign tax law, such as tax exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of sharesconsequences of the Company is not effectively connected with conductacquisition, ownership, and disposition of trade or business inCommon Shares.  (See “Taxation—Canadian Federal Income Tax Consequences” below).

U.S. Federal Income Tax Consequences of the United States, shareholders who acquired their stock through the exerciseAcquisition, Ownership, and Disposition of employee stock options or otherwise as compensation and shareholders who hold their stock as ordinary assets and not as capital assets.Common Shares

Distributions on Common Shares

General Taxation of the CompanyDistributions

A U.S. Holders receiving dividendHolder that receives a distribution, (includingincluding a constructive dividends)distribution, with respect to shares of the Company areCommon Shares will be required to include in gross income for United States Federal income tax purposes the gross amount of such distribution to the extent that the Company has current or accumulated earnings and profitsin gross income as defined under U.S. Federal tax law, withouta dividend (without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subjectdistribution) to certain limitations, against the U.S. Holder's United States Federal income tax liabilityextent of the current or alternatively, may be deducted in computingaccumulated “earningsand profits” of the U.S. Holder's United States Federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below).Company.  To the extent that distributions exceeda distribution exceeds the current orand accumulated earnings“earnings and profitsprofits” of the Company, theysuch distribution will be treated (a) first, as a tax-free return of capital up to the extent of a U.S. Holder's adjustedHolder’s tax basis in the sharesCommon Shares and, th ereafter(b) thereafter, as gain from the sale or exchange of such Common Shares.  (See more detailed discussion at “Disposition of Common Shares” below).  

Reduced Tax Rates for Certain Dividends

For taxable years beginning after December 31, 2002 and before January 1, 2009, a dividend paid by the shares. Company generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Common Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Common Shares will not be entitled to receive such dividend).

The Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) the Company is incorporated in a possession of the U.S., (b) the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) the Common Shares are readily tradable on an established securities market in the U.S.  However, even if the Company satisfies one or more of such requirements, the Company will not be treated as a QFC if the Company is a “passive foreign investment company” (as defined below) for the taxable year during which the Company pays a dividend or for the preceding taxable year.  In 2003, the U.S. Department of the Treasury (the “Treasury”) and the IRS announced that they intended to issue Treasury Regulations providing procedures for a foreign corporation to certify that it is a QFC.  Although these Treasury Regulat ions were not issued in 2004, the Treasury and the IRS have confirmed their intention to issue these Treasury Regulations.  It is expected that these Treasury Regulations will obligate persons required to file information returns to report a distribution with respect to a foreign security issued by a foreign corporation as a dividend from a QFC if the foreign corporation has, among other things, certified under penalties of perjury that the foreign corporation was not a “passive foreign investment company” for the taxable year during which the foreign corporation paid the dividend or for the preceding taxable year.

As discussed below, the Company does not believe that it was a “passive foreign investment company” for the taxable year ended March 31, 2005, and does not expect that it will be a “passive foreign investment company” for the taxable year ending December 31, 2005.  (See more detailed discussion at “Additional Rules that May Apply to U.S. Holders” below).  However, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its “passive foreign investment company” status or that the Company will not be a “passive foreign investment company” for the current or any future taxable year.  Accordingly, although the Company expects that it may be a QFC, there can be no assurances that the IRS will not challenge the determination made by the Company concerning its QFC status, that the Company will be a QFC for the current or any future taxable year, or that the Company will be able to certify that it is a QFC in accordance with the certification procedures issued by the Treasury and the IRS.

If the Company is not a QFC, a dividend paid by the Company to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains).  The dividend rules are complex, and each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the dividend rules.

Distributions Paid in Foreign Currency

The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the U.S. dollar value of such distribution based on the exchange rate applicable on the date of receipt.  A U.S. Holder that does not convert foreign currency received as a distribution into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt.  Such a U.S. Holder generally will recognize ordinary income or loss on the subsequent sale or other taxable disposition of such foreign currency (including an exchange for U.S. dollars).  

Dividends Received Deduction

Dividends paid on the Common Shares generally will not be eligible for the “dividends received deduction.”  The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own financial advisor, legal counsel, or accountant regarding the dividends received deduction.

Disposition of Common Shares

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Common Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the Common Shares sold or otherwise disposed of.  Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year.  Gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of Common Shares generally will be treated as “U.S. source” for purposes of applying the U.S. foreign tax credit rules.   (See more detailed discussion at “Foreign Tax Credit” below).

Preferential tax rates forapply to long-term net capital gains are applicable toof a U.S. Holder that is an individual, estate, or trust.  There are currently no preferential tax rates for long-term capital gains forof a U.S. Holder that is a corporation.