U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form SB-2/A-1
-------------

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

P--CE Computers, Inc.
---------------------
(Name of small business issuer in its charter)

Nevada 3570 880512821
- ---------------------- ------------------------- ---------------------
(State or jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)

45630 Citrus Street, Suite E
Indio, California 92201
Phone: (760) 347-7322 Fax: (760) 347-7355
-------------------------------------------------------------
(Address and telephone number of principal executive offices)

45630 Citrus Street, Suite E
Indio, California 92201
-------------------------------------------------------------
(Address of principal place of business or intended principal
place of business)

Devlin Jensen
Barristers & Solicitors
2550 - 555 West Hastings, Vancouver,
British Columbia, Canada, V6B 4N5
Attention: Mike Shannon
Phone: (604) 684-2550 Fax: (604) 684-0916
--------------------------------------------------------
(Name, address and telephone number of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date
of this Registration Statement

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration number of
the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------
Title Of Each Class Of Number of Shares Proposed Maximum Proposed Maximum Amount of
Securities To Be To Be Registered Offering Price Aggregate Offering Registration
Registered Per Share (1) Price Fee
- ----------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------
Common stock held by
selling security holders 6,130,636 $0.50 $3,065,317.90 $360.79
- ----------------------------------------------------------------------------------------------------

<FN>
(1) There is no current market for the securities and the price at which the
shares held by the selling security holders will be sold is at a price of
$0.50 per share for outstanding common stock until our securities are
quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices.
</FN>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

PROSPECTUS Subject to Completion, Dated April 8, 2005

The information contained in this prospectus is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that state.

P--CE COMPUTERS, INC.
6,130,636 shares of common stock to be sold by
certain selling security holders

This prospectus relates to the offer and sale of 6,130,636 shares of our common
stock. The selling security holders will offer and sell the shares of
outstanding common stock at a price of $0.50 per share, until our securities are
quoted on the OTC Bulletin Board and thereafter at prevailing market prices or
privately negotiated prices. This registration statement is intended to register
the resale of 6,130,636 shares of our common stock.

There has been no market for our securities and a public market may not develop,
or, if any market does develop, it may not be sustained.

The shares will become tradable on the effective date of this prospectus. The
selling security holders will receive the proceeds from the sale of their shares
and we will not receive any of the proceeds from the sales.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" CONTAINED IN
THE PROSPECTUS BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is April 8, 2005.

TABLE OF CONTENTS

Summary Information and Risk Factors . . . . . . . . . . . . . . . . . .4
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Company Overview. . . . . . . . . . . . . . . . . . . . . . . . . .4
Selling Security Holders. . . . . . . . . . . . . . . . . . . . . .5
Summary Financial Data. . . . . . . . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Disclosure Regarding Forward-Looking Statements. . . . . . . . . . . . .7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Determination of Offering Price. . . . . . . . . . . . . . . . . . . . .8
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Selling Security Holders . . . . . . . . . . . . . . . . . . . . . . . .8
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 19
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Directors, Executive Officers, Promoters and Control Persons . . . . . 20
Directors and Executive Officers. . . . . . . . . . . . . . . . . 20
Significant Employees . . . . . . . . . . . . . . . . . . . . . . 20
Family Relationships. . . . . . . . . . . . . . . . . . . . . . . 20
Involvement in Certain Legal Proceedings. . . . . . . . . . . . . 20
Security Ownership of Certain Beneficial Owners and Management . . . . 21
Security Ownership of Certain Beneficial Owners . . . . . . . . . 21
Security Ownership of Management. . . . . . . . . . . . . . . . . 21
Changes in Control. . . . . . . . . . . . . . . . . . . . . . . . 21
Description of Securities. . . . . . . . . . . . . . . . . . . . . . . 22
Description of Securities . . . . . . . . . . . . . . . . . . . . 22
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . 22
Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . 22
Additional Information Describing Securities . . . . . . . . 22
Penny Stock Regulation . . . . . . . . . . . . . . . . . . . 22
Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . 23
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Certain Relationships and Related Transactions . . . . . . . . . . . . 23
Description of Business. . . . . . . . . . . . . . . . . . . . . . . . 25
Management's Discussion and Analysis or Plan of Operation. . . . . . . 30
Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Management's Discussion and Analysis for the Three Month
period ended November 30, 2004. . . . . . . . . . . . . . . . . .31
Management's Discussion and Analysis for the Year Ended
August 31, 2004. . . . . . . . . . . . . . . . . . . . . . . . . 32
Management's Discussion and Analysis for the Year Ended
August 31, 2003. . . . . . . . . . . . . . . . . . . . . . . . . 33
Market for Common Equity and Related Stockholder Matters . . . . . . . 34
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . 34
Proposed Compensation . . . . . . . . . . . . . . . . . . . . . . 35
Employment Agreements . . . . . . . . . . . . . . . . . . . . . . 35
Long Term Incentive Plans - Awards in Last Fiscal Year. . . . . . 35
Employee Pension, Profit Sharing Insurance or Other Retirement
Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Compensation of Directors . . . . . . . . . . . . . . . . . . . . 36
Compensation Committee Interlocks and Insider Participation . . . 36
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 36
Indemnification of Directors and Officers. . . . . . . . . . . . . . . 38
Other Expenses of Issuance and Distribution. . . . . . . . . . . . . . 38
Recent Sales of Unregistered Securities. . . . . . . . . . . . . . . . 38
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Summary Information and Risk Factors.

Prospectus Summary

This summary provides a brief overview of key aspects of this offering and our
company. Because this is only a summary, it does not contain all of the
information that may be important to you. You should read the entire prospectus
carefully, including "Risk Factors" and our financial statements and the related
notes, before making an investment decision regarding our common stock.
References herein to "we", "us", "our", or "P--CE" refer to P--CE Computers,
Inc.

Company Overview

P--CE is a development-stage company with limited current operations and net

losses aggregating approximately $(1,262,714) up to November 30, 2004. P--CE is
an innovative start-up company that has developed an affordable and high-design
ergonomic computer station for professional and consumer markets.

We were incorporated under the laws of the State of Nevada, in November 2001 and
have an August 31 fiscal year end.

Our mailing address is 45630 Citrus Street, Suite E, Indio, California, U.S.A.
92201.

Selling Security Holders

This prospectus relates to the registration for resale of 6,130,636 shares of
our common stock. Our outstanding securities are held by 157 security holders.
The selling security holders will offer and sell the shares of outstanding
common stock at a price of $0.50 per share until our securities are quoted on
the OTC Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. We will not receive any proceeds from the sale of the
securities by the selling security holders.

The Offering

Number of shares of common stock outstanding 13,797,302 shares.
prior to this offering

Number of shares of common stock outstanding 13,797,302 shares.
after this offering

Common stock offered by selling security 6,130,636 shares of common
holders stock already issued and held
by certain selling security
holders.

Summary Financial Data

The following table summarizes the consolidated financial data for our business
for the years ended August 31, 2004, 2003, 2002, and for the three month periods
ended November 30, 2004 and 2003. You should read the following summary
financial data together with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our Consolidated Financial Statements
and the corresponding notes thereto, appearing elsewhere in this prospectus.

Statement of Operations
Year ended August 31, Three Months Ended Nov. 30,
2004 2003 2002 2004 2003

Revenues $8,164 $90,550 Nil $108,648 Nil
Gross Margin $2,468 $53,377 Nil $ 31,525 Nil

Net Loss ($595,081) ($607,416) Nil ($60,217) ($100,561)
Basic and Diluted Earnings
(Loss) Per Share $(0.07) $(0.13) Nil $(0.00) $(0.02)

Balance Sheet
August 31, November 30,
2004 2003 2002 2004

Cash $ 37,688 $16,755 $450 $ 16,741
Current Assets $100,814 $18,582 $450 $111,660
Total Assets $129,346 $30,883 $450 $138,780
Current Liabilities $ 36,218 $88,785 Nil $105,869
Total Liabilities $ 36,218 $88,785 Nil $105,869
Shareholders' Equity (Deficit) $ 93,128 ($57,902) $450 $ 32,911

Risk Factors

Before you invest in our common stock, you should be aware that such an
investment involves various risks, including those described below. You should
carefully consider these risks as well as all of the other information contained
in this prospectus before making a decision to invest in our common stock. As a
consequence of any of the following risks, our business, financial condition and
operating results could be adversely affected. As a result, the trading price of
our common stock could decline, and you could lose all or part of your
investment.

We have incurred losses and need to raise capital to continue our operations and
- --------------------------------------------------------------------------------
growth and if we are unable to secure such financing, we may not be able to
- ---------------------------------------------------------------------------
expand our business and may even not be able to support our operations.
- -----------------------------------------------------------------------

We have yet to be profitable and historically have relied solely on funds raised
by the issuance of shares of our common stock to fund our development. We have
incurred losses totaling $1,262,714 up to November 30, 2004 and are currently
operating at a loss. We may need to seek capital by way of an offering of our
equity securities, an offering of debt securities, or by obtaining financing
through a bank or other entity. We have not established a limit as to the amount
of debt we may incur nor have we adopted a ratio of our equity to debt
allowance. If we need to obtain additional financing, there is no assurance that
financing will be available from any source, that it will be available on terms
acceptable to us, or that any future offering of securities will be successful.
If additional funds are raised through the issuance of equity securities, there
may be a significant dilution in the value of our outstanding common stock. We
could suffer adverse consequences if we are unable to obtain additional capital
which would cast substantial doubt on our ability to continue our operations and
growth.

Because we are relatively poorly financed, failure of a large purchaser to pay
- ------------------------------------------------------------------------------
for our goods may adversely affect our ability to continue operations.
- ----------------------------------------------------------------------

We are young, and relatively poorly financed. If a large purchaser of our goods
failed to pay, we would be put in a difficult financial position from which we
may not be able to recover.

Our success depends on the ability of a small number of overseas producers with
- -------------------------------------------------------------------------------
whom we have business arrangements to provide our product on a consistent basis
- -------------------------------------------------------------------------------
in order for us to continue operations.
- ---------------------------------------

We depend on the ability of a small number of overseas producers to provide the
personal computing work environments. Failure to maintain continuous access to
the product would have a materially adverse affect on our business, including
possibly requiring us to significantly curtail or cease our operations.
Producers may experience equipment failures and service interruptions, over
which we have no control, which could adversely effect customer confidence, our
business operations and our reputation.

There is no current trading market for our securities and if a trading market
- -----------------------------------------------------------------------------
does not develop, purchasers of our securities may have difficulty selling their
- --------------------------------------------------------------------------------
shares.
- -------

There is currently no established public trading market for our securities. We
can give no assurance that an active trading market in our securities will
develop or, if developed, that it will be sustained. We intend to apply for
admission to quotation of our securities on the OTC Bulletin Board and, if and
when qualified, we intend to apply for admission to quotation on the NASDAQ
SmallCap Market. If for any reason our common stock is not listed on the OTC
Bulletin Board or a public trading market does not otherwise develop, purchasers
of the shares may have difficulty selling their common stock should they desire
to do so. No market makers have committed to becoming market makers for our
common stock and it is possible that none will do so.

The shares available for sale immediately by the selling securityholders along
- ------------------------------------------------------------------------------
with shares available pursuant to Rule 144 could significantly reduce the market
- --------------------------------------------------------------------------------
price of our common stock, if a market should develop.
- ------------------------------------------------------

If a market should develop for the shares of our common stock, the market price
could drop if a substantial amount of shares available for public sale without
any increase to our capitalization are sold in the public market or if the
market perceives that such sales could occur. After a one-year holding period
our restricted shares of common stock will become eligible for trading, pursuant
to Rule 144, without any additional payment to us or any increase to our
capitalization. Of the 13,797,302 shares of common stock currently outstanding,

6,130,636 shares of the common stock are being registered for sale. Our
affiliates will be subject to the limitations of Rule 144, including its volume
limitations in the sale of their shares. An aggregate of 6,316,666 (45.78%) of
the outstanding shares of our common stock are held by officers, directors,
affiliates and entities controlled by them and are subject to the limitations of
Rule 144. A drop in the market price could adversely effect holders of our
common stock and could also harm our ability to raise additional capital by
selling equity securities.

The concentration of ownership of the shares of our common stock may discourage
- -------------------------------------------------------------------------------
purchases of our common stock by persons who might otherwise seek to gain
- -------------------------------------------------------------------------
control of us.
- --------------

Our executive officers and directors, together with entities affiliated with
them, currently beneficially own in excess of 45% of our outstanding common
stock, and they are able to exercise a controlling influence over the election
of our directors and other matters requiring stockholder approval, including
change of control transactions. The effect of such management control could be
to delay or prevent any change of our management control.

Because one of our officers has other business interests, he may not be able or
- -------------------------------------------------------------------------------
willing to devote a sufficient amount of time to our business operations, which
- -------------------------------------------------------------------------------
may negatively impact our business.
- -----------------------------------

One of our executive officers, Bruce Sheppard, is spending only approximately 15
hours per week of his business time on providing management services to us.
While this officer presently possess adequate time to attend to our interests,
it is possible that the demands on him from his other obligations could increase
with the result that he would no longer be able to devote sufficient time to the
management of the business. This could negatively impact our business
development.

Because we have only recently commenced business operations, we expect to incur
- -------------------------------------------------------------------------------
operating losses for the foreseeable future.
- --------------------------------------------

We earned revenues of $8,164 in the fiscal year ended August 31, 2004, and
$108,648 for the three month period ended Nov. 30, 2004, however, we have never
been profitable. We anticipate that we will incur increased operating expenses
without realizing a significant increase in revenues. We therefore expect to
incur losses into the foreseeable future. If we are unable to generate
significant revenues from the sale of our products, the personal computing work
environment, we will fail and you will lose your entire investment in this
offering.

Non-acceptance of our product by the market will adversely affect our ability to
- --------------------------------------------------------------------------------
continue operations.
- --------------------

If our potential customers in our market do not accept our product, then we will
have difficulty generating revenue, which will affect our ability to continue
operations and our venture will fail.

Because we only offer one product with limited versions at this time,
- --------------------------------------------------------------------------------
competition from other companies producing a similar type of product may
- --------------------------------------------------------------------------------
adversely affect our ability to continue operations.
- ----------------------------------------------------

If a company begins producing "knock offs" or a similar type of product that is
in direct competition with our product, then we may experience difficulty in
generating revenues, which would adversely affect our ability to continue
operations.

Disclosure Regarding Forward-Looking Statements

This prospectus includes "forward-looking statements". For example, statements
included in this prospectus regarding our financial position, business strategy
and other plans and objectives for future operations, and assumptions and
predictions about future demand for our services and products, supply, costs,
marketing and pricing factors are all forward-looking statements. When we use
words like "intend," "anticipate," "believe," "estimate," "plan" or "expect," we
are making forward-looking statements. We believe that the assumptions and
expectations reflected in such forward-looking statements are reasonable, and
are based on information available to us on the date of this prospectus. We
cannot, however, assure you that these assumptions and expectations will prove
to have been correct or that we will take any action that we may presently be
planning. We have disclosed certain important factors that could cause our
actual results to differ materially from our current expectations under "Risk
Factors" and elsewhere in this prospectus. You should understand that
forward-looking statements made in connection with this offering are necessarily

qualified by these factors. We are not undertaking to publicly update or revise
any forward-looking statement if we obtain new information or upon the
occurrence of future events or otherwise.

Use of Proceeds.

The shares of common stock covered by this prospectus are to be sold by our
shareholders and we will not receive any proceeds from such sales.

Determination of Offering Price.

Our shares are not currently traded on any national market.

The shares of common stock covered by this prospectus are to be sold by our
security holders. The price at which our selling security holders will sell
their shares of our common stock at prior to being listed on the OTC Bulletin
Board is $0.50, which is the price per share for shares that were privately
placed by us in 2004. Once our common stock is listed on the OTC Bulletin Board,
then our selling security holders will sell their shares at the prevailing
market prices or privately negotiated prices.

Dilution.

The shares of our common stock covered by this prospectus are to be sold by our
security holders. We are not selling any common equity through this
registration. Therefore, this item is not applicable to us.

Selling Security Holders.

On March 31, 2005, there was 13,797,302 shares of our common stock issued.

All of the selling security holders' shares registered hereby will become
tradable on the effective date of the registration statement of which this
prospectus is a part.

The following table sets forth as of March 31, 2005:

- - the name and address of each selling security holder;
- - the number of shares of our common stock beneficially owned;
- - the number of shares of our common stock being offered herein;
- - the relationship of the security holder to P--CE;
- - the percentage of shares of our common stock owned prior to the offering,
and
- - the amount and percentage of shares of our common stock owned after the
offering.

Number of Number of Percentage of Amount and
shares shares stock owned percentage of
Name & beneficially offered Relationship prior to the stock owned after
address owned(1) herein to P--CE offering(2) the offering(3)
- ---------------- -------------- ----------- ------------- --------------- ------------------

636007 B.C. Ltd. (4) 97,750 97,750 None (*)% Nil (*)%
177 Glynde Ave. North
Burnaby, BC
V5B 1G8

661864 B.C. Ltd. (5) 25,000 25,000 None (*)% Nil (*)%
306 - 255 Newport Dr.
Port Moody, BC
V3H 5B9

Allingham, Clara 12,000 12,000 None (*)% Nil (*)%
7757 Tommy Dr. #13
San Diego, CA
92119

Amipour, Shahin 2,400 2,400 None (*)% Nil (*)%
969 Congress Street
Costa Mesa, CA
92672

Bach, Benjamin 20,000 20,000 None (*)% Nil (*)%
304-2678 West Broadway
Vancouver, BC
V6K 2G3

Baringer, Judy 1,500 1,500 None (*)% Nil (*)%
155 Pearce Parkway
Pearl River, NY
10965

Becer, Aylin 10,274 10,274 None (*)% Nil (*)%
8760 St Albans Road
Richmond, BC
V6Y 2L4

Beliveau, Karen 3,333 3,333 None (*)% Nil (*)%
PO Box 2462
Grand Forks, BC
V0H 1H0

Benedet, Ron 8,000 8,000 None (*)% Nil (*)%
3713 Kincaid St.
Burnaby, BC
V5G 1V4

Birch, Brian 20,000 (6) 10,000 None (*)% Nil (*)%
8626-141 Street
Surrey, BC
V3W 3A9

Birch, Cheryl 20,000 (7) 10,000 None (*)% Nil (*)%
8626-141 Street
Surrey, BC
V3W 3A9

Bisset, Clint 10,000 10,000 None (*)% Nil (*)%
2170 Westham Island Rd.
Delta, BC
V4K 3N2

Braddish, Danny 13,333 13,333 None (*)% Nil (*)%
147-30 22nd Avenue
White Stone, NY
113517

Braddish, Doreen 16,666 16,666 None (*)% Nil (*)%
31-72 Crescent Street
Astoria, NY
11106

Bridge, Connie 80,000 (8) 40,000 None (*)% Nil (*)%
15084 Victoria Avenue
Whiterock, BC
V4B 1G3

Bridge, Daryl 80,000 (9) 40,000 None (*)% Nil (*)%
15084 Victoria Avenue
Whiterock, BC
V4B 1G3

Brown, Doreen 500 500 None (*)% Nil (*)%
1279 28th Avenue East
Vancouver, BC
V5V 2P8

Buitenhuis, Adrian 3,333 3,333 None (*)% Nil (*)%
7019 Marine Drive
West Vancouver, BC
V7W 2T4

Burke, Valerie 12,000 12,000 None (*)% Nil (*)%
4-4965 47th Avenue
Delta, BC
V4K 4N9

Cabral, Nelson 16,666 16,666 None (*)% Nil (*)%
103-2979 Panorama Drive
Coquitlam, BC
V3E 2W8

Casale, Fernando 6,666 6,666 None (*)% Nil (*)%
574 Plainview Rd.
Plainview, NY
11803

Cerny, Stacey 16,666 16,666 None (*)% Nil (*)%
#4 Cedar Ave.
Fernie, BC
V0B 1M0

Chanpradith, Somchith 298,686 298,686 None 2.16% Nil (*)%
7241 Fleming Street
Vancouver, BC
V5P 3J1

Christiansen, Kenneth 4,000 4,000 None (*)% Nil (*)%
551 Mohave Circle
Shelton, CT
06484

Classen, Glen 6,666 6,666 None (*)% Nil (*)%
P.O. Box 828
Pemberton, BC
V0N 2L0

Cook, Robert 4,000 4,000 None (*)% Nil (*)%
3933 Napier Street
Burnaby, BC
V5C 3G1

Dambrose, Howard 40,000 40,000 None (*)% Nil (*)%
15336 Andorra Way
San Diego, CA
92129

Deighton, Michael 6,666 6,666 None (*)% Nil (*)%
#301-2119 Yew Street
Vancouver, BC
V6K 3G8

Deluca, Paul 200,000 200,000 None 1.45% Nil (*)%
25 Green Street
Medfield, MA
02052

Deluca, Peter & Rita 6,000 6,000 None (*)% Nil (*)%
15 Spruce Pond Rd.
Franklin, MA
02038-2500

DeWinter, Tony 100,000 100,000 None (*)% Nil (*)%
13855 90th Ave.
Surrey, BC
V3V 1C2

Dube, Martin 1,500 1,500 None (*)% Nil (*)%
25 E12 Avenue, Apt 305
Vancouver, BC
V5T 2G6

Edgeworth, Steven 2,000 2,000 None (*)% Nil (*)%
253-5158 48th Ave.
Delta, BC
V4K 1W3

Estabrooks, Ian 20,000 20,000 None (*)% Nil (*)%
4572 River Rd. West
Ladner, BC
V4K 1S4

Filby, Nathan Lee 2,300 2,300 None (*)% Nil (*)%
63 Keefer St. Apt 308
Vancouver, BC
V6E 4R8

Forsyth, Martin 20,000 20,000 None (*)% Nil (*)%
P.O. Box 611
Whistler, BC
V0N 1B0

Franklin, Malcolm 15,000 15,000 None (*)% Nil (*)%
6044 Sierra View Way
San Diego, CA
92120

Furlan, Lisa 15,000 15,000 None (*)% Nil (*)%
187-13210 S. Royalcrest
La Miracla, CA
90638

Gabriele, Warren E. 20,000 20,000 None (*)% Nil (*)%
608-1111 Beach Ave.
Vancouver, BC
V6E 1T9

Gobin, Bryan 130,600 130,600 None (*)% Nil (*)%
421-1820 West 3rd
Vancouver, BC
V6J 1K8

Gottleib, Adam 6,666 6,666 None (*)% Nil (*)%
3309 Morley Rd.
Ashville, NY
14710

Gregor, Alastair 215,100 215,100 None 1.56% Nil (*)%
Box 1080
Whistler, BC
V0N 1B0

Gregor, Richard 3,333 3,333 None (*)% Nil (*)%
2973 Cove Place
Coquitlam, BC
V3C 3R6

Guichon, Michael 300,000 (10) 100,000 None (*)% Nil (*)%
3454-41B Street
Delta, BC
V4K 3N2

Guichon, Susan 300,000 (11) 100,000 None (*)% Nil (*)%
3454-41B Street
Delta, Bc
V4K 3N2

Hanson, Andrew 8,000 8,000 None (*)% Nil (*)%
P.O. Box 198
Whistler, BC
V0N 2C1

Harriman, David 6,000 6,000 None (*)% Nil (*)%
5255 9th Avenue
Delta, BC
V4M 1V8

Henwood, Steve 4,000 4,000 None (*)% Nil (*)%
5478 44th Avenue
Delta, BC
V4K 1C7

Hinds, Ken 10,000 10,000 None (*)% Nil (*)%
6252-167A Street
Surrey, BC
V3S 9L4

Hurst, Rob 30,000 30,000 None (*)% Nil (*)%
8901 - 118A St.
Delta, BC
V4C 6L6

Jackson, Clark 60,000 60,000 None (*)% Nil (*)%
5317 Crescent Drive
Ladner, BC
V4K 2E1

Johnson, Chuck 20,000 20,000 None (*)% Nil (*)%
4501 Woodgreen Dr.
West Vancouver, BC
V7S 2T8

Jomac Holdings Ltd. 62,000 (12) 12,000 None (*)% Nil (*)%
355-800-15355 24th Avenue
Whiterock, BC
V4A 2H9

Jones, Lloyd 10,000 10,000 None (*)% Nil (*)%
402-2025 Stephens Street
Vancouver, BC
V6K 3W2

Keenan, Michael 10,000 10,000 None (*)% Nil (*)%
600-1111 West Georgia St.
Vancouver, BC
V6E 4M3

Keenan, Robert 10,000 10,000 None (*)% Nil (*)%
1379 Kingsway St.
Vancouver, BC
V5V 3E3

Keith Lane Holding Ltd 20,000 (13) 20,000 None (*)% Nil (*)%
41-1640-162nd Street
Surrey, BC
V4A 6Y9

Kembel, Julie 8,000 8,000 None (*)% Nil (*)%
3305 Webber Rd.
West Vancouver, BC
V4T 1W6

Kubenk, Michael 20,000 20,000 None (*)% Nil (*)%
#903-1010 Howe Street
Vancouver, BC
V6Z 1P5

Kyle, Geoff 20,000 20,000 None (*)% Nil (*)%
#437-103 4338 Main St.
Whistler, BC
V0N 1B4

Langlois, Gabriel Colt 6,666 6,666 None (*)% Nil (*)%
Box 202
Pemberton, BC
V0N 2C1

Le, Thu 110,000 110,000 None (*)% Nil (*)%
4036 Spruce Street
Burnaby, BC
V5G 2Z3

Learmonth, Andrew 9,100 9,100 None (*)% Nil (*)%
101-766 West 16th Avenue
Vancouver, BC
V5Z 1S7

Ly, Cindy 5,000 5,000 None (*)% Nil (*)%
3346 William St.
Vancouver, BC
V5K 2Z3

MacArthur, Leslie 25,000 25,000 None (*)% Nil (*)%
5373 Maple Cres.
Delta, BC
V4K 1G1

Maciejewski, John 62,000 (14) 50,000 None (*)% Nil (*)%
355-800-15355 24th Avenue
Whiterock, BC
V4A 2H9

Maciejewski, Sheila 20,000 20,000 None (*)% Nil (*)%
2131 Jordan Drive
Burnaby, BC
V5B 4G1

Madsen, Eric 19,999 19,999 None (*)% Nil (*)%
#2204-1128 Quebec Street
Vancouver, BC
V6A 6E1

Manley, Blake 20,000 20,000 None (*)% Nil (*)%
#4-4965 47th Ave
Delta, BC
V4K 4N9

Manley, Brian 50,000 50,000 None (*)% Nil (*)%
5144-44 Ave
Delta, BC
V4K 1G1

Mascitti, Christine 80,000 (15) 40,000 None (*)% Nil (*)%
21-06 Hoyt Avenue South
Astoria, NY
11102

Mascitti, Michael 80,000 (16) 40,000 None (*)% Nil (*)%
21-06 Hoyt Avenue South
Astoria, NY
11102

Mattern, Sarah 7,000 7,000 None (*)% Nil (*)%
402 Date Street, #4
San Diego, CA
92101

McBean, Jessica 35,000 35,000 None (*)% Nil (*)%
2770 West 14th Ave.
Vancouver, BC
V6K 2X2

McFadyen, Andrew 10,000 10,000 None (*)% Nil (*)%
4440 Coldfall Rd.
Richmond, BC
V7C 1P8

MacKenzie, Chris 40,000 40,000 None (*)% Nil (*)%
110-4105 Imperial St.
Burnaby, BC
V4N 2T4

McKinnon, David 40,000 40,000 None (*)% Nil (*)%
4525-66 Street
Delta, BC
V4K 4Y8

Mike Guichon Ltd. 300,000 (17) 100,000 None (*)% Nil (*)%
3454-41B St
Delta, BC
V4K 3N2

Moller, Bernd 3,000 3,000 None (*)% Nil (*)%
3601-1199 Marinaside Cres.
Vancouver, BC
V6Z 2Y2

Moody, Wendy 3,333 3,333 None (*)% Nil (*)%
1008 Broughton Street
Vancouver, BC
V6G 2AG

Morrison, Robert 175,000 175,000 None 1.27% Nil (*)%
941 Adair Avenue
Coquitlam, BC
V3K 3T9

Naccarato, Norman G. 31,332 31,332 None (*)% Nil (*)%
925 Raymond Ave.
Port Coquitlam, BC
V3B 2M6

Nagy, Zolton 522,000 522,000 None 3.78% Nil (*)%
807-1003 Pacific Street
Vancouver, BC
V6E 4J5

Napoli Investments Inc. 10,000 (18) 10,000 None (*)% Nil (*)%
201-7077 Beresford Street
Burnaby, BC
V5E 4J5

Nault, Michael 1,000 1,000 None (*)% Nil (*)%
15357 Columbia Avenue
Whiterock, BC
V4B 1J8

O'Bryon, Chris 2,000 2,000 None (*)% Nil (*)%
8557 #14 Lemon Avenue
La Mesa, CA
91941

O'Bryon, Doug 200,000 200,000 None 1.45% Nil (*)%
13040 Middlebrook Road
Germantown, MD
20874

O'Bryon, James 23,000 23,000 None (*)% Nil (*)%
1608 S. Tolgate Rd.
Belair, MD
21015

O'Neill, Jeffrey 22,000 22,000 None (*)% Nil (*)%
1829-141A Street
Surrey, BC
V4A 6X9

Oliver, Jim 40,000 40,000 None (*)% Nil (*)%
Box 46
Jaffray, BC
V0B 1T0

P. Steel Productions Ltd. 551,332 (19) 551,332 None 3.99% Nil (*)%
P.O. Box CB 13997
Nassau, Bahamas

Patterson, Robert 22,000 22,000 None (*)% Nil (*)%
970 Gale Drive
Delta, BC
V4M 2P5

Peters, Motolani 500 500 None (*)% Nil (*)%
209 Shore Blvd.
Keansburg, NJ
07734

Pinkney, Stuart 6,666 6,666 None (*)% Nil (*)%
S1-C7 Erickson Road
Pemberton, BC
V0N 1B6

Pondelicek, Gregory 20,000 20,000 None (*)% Nil (*)%
6204 Oboe Place
Whistler, BC
V0N 1B6

Quattrin, Jay 16,666 16,666 Brother of (*)% Nil (*)%
925 Raymond Ave Allan Quattrin,
Port Coquitlam, BC President
V3B 2M6

Quattrin, Joy 170,043 170,043 Mother of 1.23% Nil (*)%
925 Raymond Ave Allan Quattrin,
Port Coquitlam, BC President
V3B 2M6

Quattrin, Tony 33,333 33,333 Brother of (*)% Nil (*)%
Suite 600-1111 West Georgia Street Allan Quattrin,
Vancouver, BC President
V6E 4M3

Ravnic, Joseph 10,000 10,000 None (*)% Nil (*)%
2576 Charles St.
Vancouver, BC
V5K 3A3

Riva, Ray 20,000 20,000 None (*)% Nil (*)%
663 Redwood Dr.
Qualicum Beach, BC
V9K 1A2

Robinson, Susan L. 3,000 3,000 None (*)% Nil (*)%
Box 1252
Squamish, BC
V0N 3G0

Rosenbach, Jessica 3,000 3,000 None (*)% Nil (*)%
402 Date Street #4
San Diego, CA
92101

Saperstein, Ron 70,000 70,000 None (*)% Nil (*)%
3202-1483 Homer Street
Vancouver, BC
V6Z 3C7

Saw, Damion 10,000 10,000 None (*)% Nil (*)%
2313 Camley Close
Whistler, BC
V0N 1B2

Sharpe, David 15,000 15,000 None (*)% Nil (*)%
15876-114 Avenue
Surrey, BC
V4N 1R6

Sikolya, Norbert 12,000 12,000 None (*)% Nil (*)%
6772 Radisson Street
Vancouver, BC
V5S 3W9

Sires, Steven R. 1,000 1,000 None (*)% Nil (*)%
19300 Grannis Rd.
Bothwell, WA
98012-6949

Stevens, Michael 5,000 5,000 None (*)% Nil (*)%
643 Lyon St.
San Fransisco, CA
94117

Stewart, Doug 2,000 2,000 None (*)% Nil (*)%
410-1975 Pendrell St.
Vancouver, BC
V6G 1T6

Stieler, Linda 19,998 19,998 Mother of (*)% Nil (*)%
311-1515 West 2nd Ave Richard Stieler,
Vancouver, BC Founder
V6J 5C5

Stobbe, Alvin 6,000 6,000 None (*)% Nil (*)%
18171-60th Ave
Surrey, BC
V3S 1V7

Stobbe, Ken 54,000 54,000 None (*)% Nil (*)%
18171-60 Ave
Surrey, BC
V3S 1V7

Strath, Mark 26,000 26,000 None (*)% Nil (*)%
5312 Central Ave.
Delta, BC
V4K 2H3

Swartile, Shirley 4,000 4,000 None (*)% Nil (*)%
1209 Jervis Street, Apt 101
Vancouver, BC
V6B 2C9

Taylor, David 2,000 2,000 None (*)% Nil (*)%
175 Mountain Park Drive
Salt Spring Island, BC
V8K 1G3

Taylor, Rick (Bromac) 10,000 10,000 None (*)% Nil (*)%
658 Lambert Avenue
Nanaimo, BC
V9R 3M8

Taylor, Ryder 3,333 3,333 None (*)% Nil (*)%
#2-6554 Balsam Way
Whistler, BC
V0N 1B6

Tenisei, Jason 8,000 8,000 None (*)% Nil (*)%
Apt. 119-1741 West 10th Ave
Vancouver, BC
V6J 2A5

Tersignj, Enzo 10,000 10,000 None (*)% Nil (*)%
10-6320 Lormer Rd
Whistler, BC
V0N 1B6

Tesar, Christopher 4,666 4,666 None (*)% Nil (*)%
6305 Wedge Lane
Whistler, BC
V0N 1B6

The Terrance E. Lee Trust 100,000 (20) 100,000 None (*)% Nil (*)%
3333 Lone Hill Lane
Encinitas, CA
92024

Thompson, David 220,000 220,000 Consultant 1.59% Nil (*)%
321 E. 22nd St., Apt. #6R
New York, NY
10010

Thompson, Nancy 10,000 10,000 None (*)% Nil (*)%
236 Snowy Egret Lane
Thorofare, NJ
08086

Thompson, Russell 10,000 10,000 None (*)% Nil (*)%
#102-4000 Whistler Way
Whistler, BC
V0N 1B4

To, Johnny 20,000 20,000 None (*)% Nil (*)%
4467 Camridge St.
Burnaby, BC
V5C 1H6

Tolton, Alice 4,000 4,000 None (*)% Nil (*)%
10-6320 Lorimer Rd.
Whistler, BC
V0N 1B6

Tolton, Michael 29,000 29,000 None (*)% Nil (*)%
10-6320 Lorimer Rd.
Whistler, BC
V0N 1B6

Townsend, Nancy 2,000 2,000 None (*)% Nil (*)%
#10 - 4965 47th Ave.
Delta, B.C.
V4K 4N9

ULF K Ottho Personnal Law 5,000 (21) 5,000 None (*)% Nil (*)%
4873 Delta Street
Delta, BC
V4K 2T9

Underwood, Kim 16,666 16,666 None (*)% Nil (*)%
3129 West 16th Ave.
Vancouver, BC
V6K 3C9

Urrea, Andre 34,000 34,000 None (*)% Nil (*)%
1433 Emerson Way
North Vancouver, BC
V7H 2B9

Urrea, William 25,000 25,000 None (*)% Nil (*)%
1433 Emerson Way
North Vancouver, BC
V7H 2B9

Vacariello, Jason 3,000 3,000 None (*)% Nil (*)%
969 Congress Street
Costa Mesa, CA
92627

Valencia, Ricardo 2,000 2,000 None (*)% Nil (*)%
Pasage Machu Picchu
R-1-27 Urb. Ttio
Cusco - Peru

Vance, Melany 2,000 2,000 None (*)% Nil (*)%
3306 Panarama Ridge
Whistler, BC
V0N 1B3

Varney, David 6,666 6,666 None (*)% Nil (*)%
1324 Flynn Cres
Coquitlam, BC
V3E 1Y2

Vassos, Don 43,333 43,333 None (*)% Nil (*)%
600-1111 West Georgia Street
Vancouver, BC
V6E 4M3

Versafab Corporation 30,000 (22) 30,000 None (*)% Nil (*)%
15919 S. Broadway St.
Gardena, CA
USA 90248

Viking Investment 500,000 (23) 500,000 legal counsel 3.62% Nil (*)%
Management Co., Limited
S-HR & M Financial Services Limited
Kingston Chambers
P.O. Box 173
Road Town, Tortola
B.V.I.

Vitullo, Jason 90,000 90,000 None (*)% Nil (*)%
P.O. Box 127063
San Diego, CA
92112

Vitullo, Suzanne 5,000 5,000 None (*)% Nil (*)%
P.O. Box 283
Clancy, MT
59634-0203

Vitullo-Ranger, Kim 4,400 4,400 None (*)% Nil (*)%
1531 Knight Street
Helena, MT
59601

Voyer, Roberta 5,000 5,000 None (*)% Nil (*)%
Apt 3-314 Esmond Avenue
Burnaby, BC
V5C 4J5

Walton, Judy 30,000 30,000 None (*)% Nil (*)%
533 Hosmer Street
El Cajon, CA
92020-2739

Wasyliw, Jeffrey 2,000 2,000 None (*)% Nil (*)%
3306 Panarama Ridge
Whistler, BC
V0N 1B3

West, Robert 4,000 4,000 None (*)% Nil (*)%
8719 Wedgeview Place
Whistler, BC
V0N 1B8

Whiteside, Rob 100,000 100,000 None (*)% Nil (*)%
P.O. Box 346
Corozal Town, Belize

Wilson, Mark 20,000 20,000 None (*)% Nil (*)%
3728 Beach Ave.
Roberts Creek, BC
V0N 2W2

Wolfson, Arnold 1,000 1,000 None (*)% Nil (*)%
350 Prospect Street
Norwood, MA
02062

Wong, Pat 10,000 10,000 None (*)% Nil (*)%
8407 165th Street
Surrey, BC
V4N 3H3

Woolgar, Derek 25,000 25,000 None (*)% Nil (*)%
Box 5538
Squamish, BC
V0N 3G0

Woolgar, Sharon 20,000 20,000 None (*)% Nil (*)%
2-840 West 1st Avenue
Vancouver, BC
V6K 1H4

Wright, David John 20,000 20,000 None (*)% Nil (*)%
885 Erickson Road, Comp 7, Site 1
Pemberton, BC
V0N 2L1

Yoxall, Chris 10,000 10,000 None (*)% Nil (*)%
#403-31 Reliance Crt.
New Westminster, BC
V3M 6C6

<FN>
(*) Represents less than 1% of our outstanding shares of common stock.
(1) These figures includes all of the shares of our common stock beneficially
owned by such individual.
(2) This represents the percentage of shares of our common stock owned by the
security holder as at September 30, 2004.
(3) Individual security holders may or may not choose to sell some or all of
their securities at their discretion any time after the registration is
complete. These figures assume the sale of all of the shares offered by the
selling security holders.
(4) Gene Drennan Ltd., of Victoria, B.C., Canada, the court appointed receiver
of 636007 B.C. Ltd. has voting and investment control over these shares of
our common stock.
(5) Darnell Getejane of Port Moody, B.C., Canada, has voting and investment
control over these shares of our common stock.
(6) This figure includes 10,000 shares of our common stock held directly by
Brian Birch and 10,000 shares of our common stock held by Cheryl Birch,
Brian Birch's wife.
(7) This figure includes 10,000 shares of our common stock held directly by
Cheryl Birch and 10,000 shares of our common stock held by Brian Birch,
Cheryl Birch's husband.
(8) This figure includes 40,000 shares of our common stock held directly by
Connie Bridge and 40,000 shares of our common stock held by Daryl Bridge,
Connie Bridge's husband.
(9) This figure includes 40,000 shares of our common stock held directly by
Daryl Bridge and 40,000 shares of our common stock held by Connie Bridge,
Daryl Bridge's wife.
(10) This figure includes 100,000 shares of our common stock held directly by
Michael Guichon, 100,000 shares of our common stock held by Susan Guichon,
Michael Guichon's wife, and 100,000 shares of our common stock held by Mike
Guichon Ltd., of which Michael Guichon has voting and investment control
over such securities.
(11) This figure includes 100,000 shares of our common stock held directly by
Susan Guichon, 100,000 shares of our common stock held by Michael Guichon,
Susan Guichon's husband, and 100,000 shares of our common stock held by
Mike Guichon Ltd., of which Michael Guichon has voting and investment
control over such shares of our common stock.
(12) John Maciejewski, of Whiterock, B.C., Canada, has voting and investment
control over these shares of our common stock.
(13) Kieth Lane of Surrey, B.C., Canada, has voting and investment control over
these shares of our common stock.
(14) This figure includes 50,000 shares of our common stock held directly by
John Maciejewski and 12,000 shares of our common stock held by Jomac
Holdings Ltd., of which John Maciejewski has voting and investment control
over such shares of our common stock.
(15) This figure includes 40,000 shares of our common stock held directly by
Christine Mascitti and 40,000 shares of our common stock held by Michael

Mascitti, Christine Mascitti's husband.
(16) This figure includes 40,000 shares of our common stock held directly by
Michael Mascitti and 40,000 shares of our common stock held by Christine
Mascitti, Michael Mascitti's husband.
(17) This figure includes 100,000 held directly by Mike Guichon Ltd., of which
Michael Guichon has voting and investment control over such shares of our
common stock, 100,000 shares of our common stock held by Michael Guichon
and 100,000 shares of our common stock held by Susan Guichon, Michael
Guichon's wife.
(18) John Guadagno, of Burnaby, B.C., Canada, has voting and investment control
over these shares of our common stock.
(19) R. A. Montgomery, of Nassau Bahamas, has voting and investment control over
these shares of our common stock.
(20) Terrance E. Lee, of Encinitas, California, has voting and investment
control over these shares of our common stock.
(21) Ulf K. Ottho, of Delta, B.C., Canada, has voting and investment control
over these shares of our common stock.
(22) Joe Flynn, of Gardena, California, is the president of Versafab Corporation
and has voting and investment control over these shares of our common
stock.

(23) These shares are held in trust for members of Devlin Jensen, legal counsel
for the Company, who acquired these shares in a secondary trade from RAD
Laboratories Inc. in order to raise funds, which funds were used to satisfy
one of our outstanding obligations. Peter Jensen of Devlin Jensen has
voting and investment control over these shares of our common stock.

</FN>

Plan of Distribution.

We are registering 6,130,636 shares of our common stock covered by this
prospectus on behalf of the selling security holders. These 6,130,636 shares of
our common stock are already issued and held by the selling security holders. We
will not receive any proceeds from the sale of any shares by the selling
security holders. We will pay the costs and fees of registering our common
stock, but the selling security holders will pay any brokerage commissions,
discounts or other expenses relating to the sale of their common stock.

The shares owned by the selling security holders are being registered pursuant
to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, which Rule pertains to delayed and continuous offerings
and sales of securities. In regard to the selling security holder's shares
offered under Rule 415, we have made certain undertakings in Part II of the
registration statement of which this prospectus is a part pursuant to which, in
general, we have committed to keep this prospectus current during any period in
which offers or sales are made pursuant to Rule 415.

Sales of the securities by affiliates of P--CE are subject to the volume
limitations imposed by Rule 144 even after registration of such securities. An
affiliate who holds unrestricted securities may sell, within any three month
period, a number of our shares that does not exceed the greater of one percent
of the then outstanding shares of the class of securities being sold or, if our
securities are trading on the NASDAQ Stock Market or an exchange at some time in
the future, the average weekly trading volume during the four calendar weeks
prior to such sale.

The selling security holders will offer and sell the shares of outstanding
common stock at a price of $0.50 per share until our securities are quoted on
the OTC Bulletin Board (or other specified market) and thereafter at prevailing
market prices or privately negotiated prices.

In effecting sales, brokers and dealers engaged by the selling security holders,
may arrange for other brokers or dealers to participate. Brokers and dealers may
receive commissions, discounts or concessions for their services from the
selling security holders or, if any such broker-dealer acts as agent for the
purchaser of such shares, from such purchaser, in amounts to be negotiated.
These commissions or discounts are not expected to exceed those customary in the
types of transactions involved.

The selling security holders and any broker-dealer or agent involved in the sale
or resale of the common stock may qualify as "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act of 1933, as amended, and a portion of
any proceeds of sale and the broker-dealers' or agents' commissions, discounts,
or concessions may be deemed to be underwriters' compensation under the
Securities Act.

In addition to selling their shares of our common stock under this prospectus,
the selling security holders may transfer their common stock in other ways not
involving market makers or established trading markets, including directly by
gift, distribution, or other transfer; and the sale of such shares may be made
by such transferees in the public securities markets by delivery of this
prospectus to the buyers in such transactions. However, if the transferee
received the shares of our common stock subsequent to the effective date of this
registration statement, then such transferee must be named as a selling security
holder in a prospectus supplement.

We have informed the selling security holders that the anti manipulation
provisions of Regulation M promulgated under the Securities Exchange Act of
1934, as amended, may apply to the sales of their shares offered by this
prospectus, and we have also advised the selling security holders of the
requirement for delivery of this prospectus in connection with any sale of the
common stock offered by this prospectus.

Legal Proceedings.

We are not currently a party to any legal proceedings that have been or are
currently being undertaken for or against us nor are we aware of any
contemplated.

Directors, Executive Officers, Promoters and Control Persons.

Directors and Executive Officers

The following table sets forth, as of March 31, 2005, the name, age and position
of our directors and executive officers.

NAME AGE OFFICES HELD
- --------------- ----- ----------------------------------

Allan Quattrin 36 CEO, President, CFO and Director
Bruce Sheppard 58 COO, Secretary and Director

The Directors hold their positions until the next annual general meeting of
P--CE's shareholders or until their successors are duly elected and qualified.
P--CE's executive officers serve at the pleasure of the Board of Directors.

The backgrounds of our directors and executive officers are as follows:

ALLAN QUATTRIN, Vancouver B.C.: Mr. Quattrin has been the President, CEO, CFO
and a director of P--CE since July 24, 2002. Mr. Quattrin has worked For the
past 10 years in the financial investment and venture capital market, and has a
successful track record taking start-up companies public. Since graduating with
a Commerce Degree (honours) from the University of Manitoba in 1994, Mr.
Quattrin has been an investment advisor for such Notable firms as Merrill Lynch,
Royal Bank of Canada, and as a branch manager for Global Securities.

BRUCE SHEPPARD, Indio, CA: Mr. Sheppard has been the COO, Secretary and a
director of P--CE since June 15, 2004. Mr. Sheppard has 30 years experience in
furniture manufacturing and distribution. A committed and successful
entrepreneur, he has created, managed, and built three profitable businesses. As
Chief Operations Officer, his vast experience with manufacturing in China paves
the way for P--CE to realize significant cost savings and higher profit margins
in manufacturing, sourcing and distribution efficiencies, that are expected to
help enable the Company to expand rapidly to anticipated demand. Mr. Sheppard
attended Eastern Michigan University for two years in the Business Program
before being hired by General Electric.

Significant Employees

There are no other "significant" employees other than those mentioned.

Family Relationships

There are no family relationships between any of our directors or officers

Involvement in Certain Legal Proceedings

There are no legal proceedings pending, or that have occurred in the past five
years that are material to an evaluation of the ability or integrity of any

persons listed herein as an Officer, Director, or significant employee.

Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners

The following table sets out all persons (including any "group", but excluding
management) who is known to us to be the beneficial owner of more than 5% of our
outstanding common shares.

Name and address of Number of Percentage of
beneficial owner shares owned(1) shares owned(2)
- ------------------------- ----------------- ----------------

RAD Laboratories Inc. (3) 2,500,000 18.12%
P.O. Box 346
Corozal Town, Belize

Richard Stieler 1,350,000 9.78%
P.O. Box 48
Rin Con de Guayabitos
Nayarit, Mexico

(1) These figures include all of the shares of our common stock beneficially
owned by such person as of March 31, 2005.
(2) This represents the percentage of the shares of our common stock owned by
the security holders as of March 31, 2005.
(3) Mr. Benjamin Moglin of Corozal Town, Belize, has voting and investment
control over these shares.

Security Ownership of Management

The following table sets out the security ownership of all of our directors and
officers and assumes the exercise of each directors' and officers' stock
options, if any, which have vested and are exercisable within 60 days.

Name and address Number of Percentage of
of beneficial owner shares owned(1) shares owned(2)
- -------------------- ----------------- ----------------

Allan Quattrin 3,516,666 (3) 25.49%
1066 W. Hastings St.
Suite 2300
Vancouver, B.C.
Canada, V6E 3X2

Bruce Sheppard 300,000 2.17%
45630 Citrus Street, Suite E
Indio, California 92201

Executive Officers and 3,816,666 27.66%
Directors as a Group (2 persons)

(1) This represents the number of the shares of our common stock owned by the
security holders as of March 31, 2005.
(2) This represents the percentage of the shares of our common stock owned by
the security holder as at March 31, 2005.
(3) This figure includes 1,500,000 shares which are directly owned by Allan
Quattrin and 2,016,666 shares that are owned by Evolution Man Inc., of
which the sole shareholder is Allan Quattrin.

Changes in Control

There are no arrangements that management is aware of that may result in a
change in control of the Company.

Description of Securities.

Description of Securities

We are authorized to issue 200,000,000 shares of our common stock, par value
$0.0001 and 200,000,000 shares of our preferred stock, par value $0.0001. The
following is only a summary of provisions of the shares of our common stock and
preferred stock. It is not complete and may not contain all the information that
an investor should consider before investing in shares of our common stock. One
should carefully read our Articles of Incorporation and By-laws, which are
included as exhibits to the registration statement containing this prospectus.

Common Stock

As of March 31, 2005, we had 157 shareholders of record with 13,797,302 shares
of our common stock issued and outstanding. The holders of our common stock are
entitled to one vote per share for each share held on all matters to be voted on
by shareholders, including election of directors. A quorum for a meeting is
constituted by the holders of a majority of the shares entitled to vote at such
meeting that are represented in person or by proxy. The holders of our common
stock are entitled to receive dividends when, as and if declared by our board of
directors out of legally available funds. In the event our company is
liquidated, dissolved or wound up, the holders of our common stock are entitled
to share pro-rata in all assets remaining available for distribution to them
after payment of all liabilities. The holders of our common stock do not have
any preemptive rights.

On August 15, 2002, P--CE received a subscription agreement for 500,000 shares
of common stock of P--CE at $0.0001 per share from Douglas Buhler, a director of
P--CE at that time. However, the subscription agreement was never accepted by
P--CE and Mr. Buhler never paid for the 500,000 shares. Inadvertently P--CE
issued a certificate for 500,000 shares to Mr. Buhler. Since the shares were not
fully paid at the time of issue, P--CE decided to cancel share certificate #3
registered in the name of Douglas Buhler and returned such shares to P--CE's
treasury. Mr. Buhler, however, has never returned share certificate #3 to us.
All share figures in this prospectus reflect the cancellation of the shares that
were improperly issued to Mr. Buhler. There can be no assurance, however, that
Mr. Buhler will not assert rights to such shares.

Preferred stock

We are authorized to issue 200,000,000 shares of preferred stock, par value
$0.0001; however, at this time, we have not issued any shares of preferred
stock.

Stock Options

As of March 31, 2005, there are no outstanding stock options owned by anyone.

Additional Information Describing Securities

Reference is made to our articles of incorporation and by-laws which are
available for inspection at our offices or which can be viewed through the EDGAR
data base at http://www.sec.gov as exhibits to this registration statement on
Form SB-2.

Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per
share other than securities registered on certain national securities exchanges
or listed on the NASDAQ Stock Market, provided that current price and volume
information with respect to transactions in such securities are provided by the
exchange or system. The penny stock rules impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse). For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of such
securities and have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction,

of a disclosure schedule prescribed by the SEC relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Because of these penny stock
rules, broker-dealers may be restricted in their ability to sell our common
stock. The foregoing required penny stock restrictions will apply to our common
stock until our common stock reaches and maintains a market price of $5.00 or
greater.

Interest of Named Experts and Counsel.

There are no agreements contingent upon the filing of this registration
statement, and no one will receive a direct or indirect interest in us as a
result of this registration of securities.

The audited financial statements of P--CE as at August 31, 2004, 2003 and 2002,
appearing in this prospectus and registration statement have been prepared by
Mendoza, Berger & Company, LLP, as set forth in their report thereon appearing
elsewhere herein, and are included in reliance upon such report given on the
authority of such firm as experts in accounting and auditing. The unaudited
financial statements for the three month periods ended November 30, 2004 and
2003, appearing in this prospectus and registration statement have been prepared
by us.

On March 14, 2005, RAD Laboratories Inc. sold 500,000 shares of our common stock
registered in its name to Viking Investment Management Co., Limited in order to
raise funds to pay one of our outstanding obligations. Viking Investment
Management Co., Limited holds these shares in trust for members of Devlin
Jensen, our legal counsel.

Disclosure of Commission Position on Indemnification for Securities Act
Liabilities.

According to Section 78.7502 of the Nevada Revised Statutes, a Nevada
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.

The directors may cause us to purchase and maintain insurance for the benefit of
any person who is or may be entitled to indemnification as mentioned above
against any expense or liability from which he is or may be so entitled to be
indemnified.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers, or controlling persons
of P--CE pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than our payment of expenses incurred or paid by a director, officer or
controlling person of P--CE in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

Certain Relationships and Related Transactions.

There are no transactions or proposed transactions during the last two years to
which we were a party, in which any director, executive officer, or a family

member of any director or executive officer had or is to have a direct or
indirect material interest exceeding $60,000, except for the following:

(i) the acquisition of the intellectual property rights to the workplace
environment technology (the "Technology") from Benjamin Moglin, a previous
director of P--CE, in exchange for 2,000,000 shares of our common stock, which
Technology is to be used by us in our development of our workplace environment
product;

(ii) the assignment agreement entered into between Benjamin, Moglin,
Richard Stieler, Allan Quattrin and P--CE, dated April 2004, whereby Benjamin
Moglin, Richard Stieler and Allan Quattrin assigned all of their right title and
interest in and to the invention known as the Peripheral Support Apparatus and
Method (the workplace environment technology mentioned in (i) immediately above)
for which an application has been filed in the United States Patent and
Trademark Office as a provisional application on November 15, 2002 and assigned
serial number 60/426,447, and replaced on November 14, 2003 and assigned serial
number 10/712,395, to P--CE for the consideration of $1.00 and other good and
valuable considerations, the receipt of which was acknowledged by each of the
parties;

(iii) a management agreement (the "Management Agreement") entered into
between P--CE and Mr. Quattrin, dated August 1, 2002, whereby Mr. Quattrin
provides management services as the President and CEO of P--CE in exchange for
$12,500 per month (the "Base Fee").

The Management Agreement includes a termination fee, where in the event that the
Management Agreement is terminated, or fails to renew due to failure of
agreement after the issuance of a non-renewal notice, or otherwise, Mr. Quattrin
shall receive a termination fee equal to the sum of: (a) buy-out of any
outstanding stock options for a price equal to the fair market value of P--CE's
shares, determined for the 30 days preceding termination and as determined in
accordance with accounting principles, multiplied by the number of shares under
option and less the exercise price thereof or, at the optionee's election and
subject to any required regulatory approval, extension of the option for a
period of two (2) years after termination or, at the optionee's election, the
immediate vesting and exercise of all granted options and the immediate right to
employ `net exercise' privileges in accordance with the practice of U.S.
companies or, if established in accordance with P--CE's stock option plan, in
accordance with such plan; plus (b) the greater of: (I) the aggregate remaining
Base Fee for the unexpired remainder of the Term; or (II) an annual Base Fee
(Base Fee multiplied by twelve) plus one month of Base Fee for each year, or
portion thereof, served after the Effective Date; but that such aggregate sum of
this section (b) (therefore not including section (a) amounts) shall not exceed
the Base Fee multiplied by 24.

In addition, the Management Agreement includes a disability provision, where if
Mr. Quattrin is unable to continue an employment, whether through disability or
otherwise, and Mr. Quattrin consequently is unable to provide the services
adequately, then P--CE shall fund a disability plan which shall continue for a
period of two (2) years of seventy five (75%) percent of the average Base Fee
and Incentive Fee (to be defined hereinbelow) of the two years preceding
termination ("Disability Fund Sum"). If physically capable, Mr. Quattrin shall
be made available for consultation for up to ten (10) hours per week,
non-cumulative, at no cost to P--CE. For additional hours per week, Mr. Quattrin
shall be paid at a per diem rate (any time spent in a day shall be deemed to be
a full day) equal to the per annum Disability Fund Sum divided by 260.

Furthermore, the Management Agreement includes a provision for a Base Fee
Adjustment, where the Base Fee may be renegotiated annually at the request of
either party. In the event that the parties cannot agree then the Base Fee shall
be increased by the greater of 5% or the amount of the cost of living index
increase as published by the U.S. Federal government in its final annual
publication of such reports. The Base Fee may be temporarily adjusted in the
event that sales of P--CE in any quarter are less than operating costs of P--CE
and then at the end of the subsequent quarter should negative cash flow be still
occurring Mr. Quattrin's Base Fee shall, together with other management
personnel subject to the same formula, be reduced pro rata to reduce costs to
balance incoming revenue and outgoing expense but only up to a 50% reduction of
the Base Fee. The reduction of Base Fee shall be ameliorated upon P--CE's
revenue increasing sufficiently to pay some or all deferred Base Fee (the Base
Fee payment shall increase to its normal rate in direct proportion to positive
cash flow). Any reduction of Base Fee shall be treated as a shareholder loan,
without interest, and shall be paid from profit before dividends.

Moreover, the Management Agreement includes a provision for an incentive fee,
where in addition to the Base Fee, Mr. Quattrin shall also receive an incentive

fee (the "Incentive Fee") which shall be no less than that established by the
Board for other management. For all management, Incentive Fees shall not exceed
20% of before tax profit of P--CE and shall have an aggregate maximum `cap' for
all management of one million dollars ($1,000,000).

Finally, the Management Agreement includes a provision for vacation, where Mr.
Quattrin shall be entitled to up to four weeks paid vacation per year; and

Mr. Quattrin was paid $28,000 in the fiscal year ended 2004 and has received
approximately $2,160 for the three month period ended November 30, 2004. Mr.
Quattrin has agreed in a letter to the Company to not accrue any compensation
owing to him under the Management Agreement up to November 30, 2004.

(iv) a consulting agreement (the "Consulting Agreement") entered into
between P--CE and Benjamin Moglin, dated November 1, 2003, whereby Mr. Moglin
provides consulting services designed to assist P--CE in the area of computer
technology, ergonomics and biomechanics to help develop the business of P--CE in
exchange for $2,500 per month. The Consulting Agreement is for a term of three
months, with such term to be extended on a month to month basis at the sole
discretion of the Board of Directors of P--CE.

On August 15, 2002, Mr. Allan Quattrin subscribed for 2,000,000 shares of common
stock at a purchase price of $0.0001 per share for total gross proceeds in cash
of $200.00.

Description of Business.

P--CE was incorporated under the laws of the State of Nevada on November 8,
2001. The current corporate structure is a private company.

We are an innovative start-up company that has developed an affordable and
high-design ergonomic computer workstation for professional and consumer
markets. With a rapid growth of the information industry, more jobs and tasks
now revolve around the computer-monitor-keyboard setting, and the increasing
amount of time spent in that setting has dramatically hastened the onset of
injuries associated with repetitive motion injuries and poor workspace design.
Consumer awareness, acceptance and demand for solutions to these problems is
just beginning to grow.

On March 19, 2004, we entered into a purchase and sale agreement (the "Purchase
and Sale Agreement") with PC Frame, Inc., a Korean company, whereby we agreed to
purchase 20 personal computing environment unit setting frames (each a "PCE
Frame") from PC Frame, Inc., with 5 modifications to be made to 19 of the PCE
Frames for a total purchase price of $24,520.00.

On March 29, 2004, we entered into a purchase and sale agreement (the "Purchase
and Sale Agreement") with PC Frame, Inc., a Korean company, whereby we agreed to
purchase 25 PCE Frames from PC Frame, Inc., for a total purchase price of
$28,603.00.

On August 16, 2004, we entered into a supply contract agreement (the "Supply
Contract") with True Corporation Public Company Limited ("True"), a company
incorporated under the laws of Thailand, whereby we have agreed to supply,
install and assembly train True with twenty-five personal computing environment
units (each a "PCE") in accordance with the terms of the Supply Contract in
exchange for: (i) True paying us $11,434.50 within 15 days of the date of
issuance of a purchase order by True for 3 prototype PCE's that have already
been delivered to and accepted by True; (ii) True issuing to us a letter of
credit in the amount of $37,268.00, which may be fully drawn against upon proper
presentment of a bill of lading, a commercial invoice and a certificate of
origin with respect to the frames of the PCE; (iii) within 30 days after the
date of acceptance of the PCE's by True in accordance with the terms of the
Supply Contract, pay us $46,585.00; and (iv) within 30 days after 12 months from
the date of acceptance of the PCE's by True in accordance with the terms of the
Supply Contract, pay us $9,317.00. The total consideration expected to be
received by us in accordance with this Supply Contract is $105,875.00.

Description of the Product

Our personal computing environment (the "PCE") product aligns people in a
comfortable, ergonomically correct, and bio-mechanically correct position. The
PCE allows the user to adjust monitor(s), and input devices along x, y and z
axis, thereby reducing susceptibility to musculoskeletal disorders and
repetitive strain injuries that result from poor workstating setup and extended
use. Starting with the modular support frame design, the PCE can be personalized
and customized for an individual user or an entire user group. This includes
technology integration, including PC, monitors, speakers, input devices and
other peripherals. Color and chair options are also available. The PCE's are
fully adjustable for the body frames of the top 95% of the female population and
the bottom 95% of the male population. For the smaller females and the larger
males, we offer custom PCE's.

The frame of the PCE is made of enamel-coated steel, weighing approximately 160
pounds (including chair), for durability and stability. The frame design is
expandable, designed to hold anywhere between one and eight monitors. It can
support up to 200 pounds in monitor weight.

Recognizing the significant investment businesses and consumers may have in
their own devices, we sell our environments with or without technology
components, like computers and monitors, so standard hardware and peripherals
can be easily installed by the buyer. Wired or wireless, the cable management
design makes it simple for users to add or subtract new technologies,
entertainment devices and communications products.

We are pursuing out-sourced manufacturing of our own branded computers,
displays, and accessories (speakers, keyboards, mouse, web cam, shelving, etc.).
We believe this strategy will enable us to capture higher margins rather than
selling partner products at lower margins, to build our brand portfolio and
provide buyers with robust options to expand and personalize their workspace
that is intended to induce product loyalty.

Product Sourcing

As part of our "best brands" strategy to offer exciting customization choices
for customers, P--CE expects to source its ergonomic and technology/ electronic
products from leading suppliers in the United States, Korea and China:

Future Products

P--CE intends to develop and maintain market leadership through aggressive R&D
and continuous product improvement based on customer feedback, ongoing
assessment of market needs, and product evolution concepts from leading
industrial designers and engineers in the United States and Korea.

Future P--CE product development is anticipated to focus on using the PCE
product as a centerpiece for new computing, display, entertainment and
communication technologies that advance the way in which people work, play and
exchange information.

For example, P--CE has completed the research and development, prototyping, and
testing of a second generation PCE based on an aluminum extrusion design. The
second generation product is 1/3 lighter in weigh, allows for rapid assembly,
and has a reduction in manufacturing costs of 40%. We expect to produce 40
sample units to use in sales activities in the second quarter of 2005.

Product Patents

A U.S. Provisional Application for a utility patent for the PCE unit was
submitted by the law firm of Smart & Biggar/Featherstonhaugh on November 15,
2002. This submission of a Provisional Application effectively established a
priority date for patent protection against similar technology subsequent to the
filing date. A preliminary search conducted through the University of British
Columbia was unable to establish the existence of any similar technology
registered for patents prior to the submission date of the Provisional
Applications. In addition, a US Design Patent Application was also submitted to
the U.S. Patent Office on November 15, 2002.

After an obligatory 12-month waiting period, P--CE filed for a PCT Application
on November 14, 2003, thus making it possible to secure patent protection for
the invention in the U.S. and approximately 120 other countries. P--CE was
issued a PCT number of PCT\CA03\01777 on November 14, 2003. The PCT application
received a positive preliminary examination report to the effect that all of the

claims had novelty, inventive step and industrial applicability. National entry
into the various countries in which protection is desired is the next step.

Competition

P--CE has created the "personal computing environment" category. There is no
clear competition that integrates technology and electronics into a computing
workspace. Currently, ergonomic solutions are offered primarily by furniture and
ergonomic office products companies, such as Humanscale, which is a key supplier
and partner of P--CE. Other leading office suppliers of ergonomic furniture
include Herman Miller, Inc., and Biomorph Interactive Desks. Microsoft had
unsuccessfully attempted to integrate technology into furniture, with its
La-Z-Boy Explorer over three years ago, and a concept product from a
collaboration between MIT, Philips Electronics, Nokia, Hewlett- Packard, and
Acer America drew media attention, but never made it to market.

Even though there is currently no clear competition to our PCE product, other
leading office suppliers that are well financed may produce a "knock off"
product design until our patents are issued and devote significant financial
resources to build a dominant market profile and sales leadership.

Strategy

P--CE intends to concentrate on building rapid awareness and demand for its
products in regions, countries and target markets in which technology adoption
is high and profitable, initially concentrating on the United States and Asian
countries.

We intend to prove the productivity benefits and increases from our
ergonomic-designed workstation and demonstrate how they can be adapted for wide
range of industries and applications. Through trade shows, research and
demonstrations, we have presented the PCE to multiple potential target markets
for which the PCE presents an innovative and logical solution and will focus on
selling to those markets.

From a product development perspective, P--CE intends to partner with leading
industrial designers and engineers, as well as best brands in comfort,
computing, display and entertainment technologies to incorporate their ideas and
products so we continuously provide exciting products and options for our target
markets.

P--CE intends to sell and market its product through resellers who distribute to
our primary target markets, beginning in the United States, Korea, Japan and
Thailand. Our secondary distribution phase is expected to focus on securing
reseller/distribution agreements in European Union.

P--CE's Target Markets

Markets segments in which P--CE expects to concentrate its sales and marketing
efforts are:

Corporate enterprise, including call centers: The two most critical
business issues that corporations deal with are the health and productivity
of their employees. P--CE provides a long overdue solution for industries
and individuals that have a high incidence of workstation-induces injuries
and disorders, including repetitive strain injuries and cumulative trauma
disorders. In a call center environment, corporations that invest in the
PCE provide their employees with the most advanced ergonomic workstation
available, one that also offers space utilization benefits.

Gaming: LAN and Gaming Centers across the world offer significant volume
sales opportunities. With surround sound speakers and a 3-monitor "surround
sight" option available, gamers can finally get a true immersion experience
as well as correct ergonomics alignment for extended play. PCE's can
accommodate both gaming consoles as well, Sony Playstation and X-Box, for a
complete gaming system.

Small Office/Home Office (SOHO): The mega-trend toward tele- commuting and
home-based business has led to explosive growth in the home technology
market. The number of home offices numbers more than 36 million and is
growing at 15% per year. P--CE has the potential to become the digital
epicenter of the home office, by converging the computer, entertainment,
information, home control and display technologies into one networked
"Digital Home Command Center."

Financial brokerages: With a scalable design that can hold four or more LCD

monitors, P--CE has attracted interest from the financial brokerage
resellers where multi-monitor configurations and instantaneous access to
information can be delivered in correct ergonomic positioning.

Radiology: P--CE will soon participate in an analytical study with General
Electric Medical Systems at UCLA Medical Center to measure the potential
productivity gains of P--CE's ergonomic environment, for radiologists in a
radiology reading room setting. Should the study yield anticipate results,
GE Medical is interested in imbedding its software and digital displays
into our PCEs and co-marketing this integrated, ergonomic solution to the
radiology community.

Education: P--CE has already received an order from New York City- based
The King's College to outfit their new computer center with our PCE's. Our
ergonomic and progressive form factor is expected to be a clear
differentiator in the highly competitive academic marketplace and help
colleges attract students seeking progressive technology experience.

CAD, Graphic and Web Design and Video Editing: The engineering, design and
creative communities that spend 8-12 hours daily in a PC environment, often
require multiple monitors, have shown considerable interest.

P--CE's Market

The rapid growth of computer and video-based products as an intrinsic extension
of people's lives, and their increasingly extended use for both business and
personal needs, has created an identifiable global market for products that
provide healthy support and replace poorly designed computing environments.

A consistently growing global appetite for PCs and related technology products
further signify a market for an ergonomic computer station. Annual PC shipments
totaled more than 136.9 million units in 2003 according to Gartner Dataquest. In
addition, year-over-year unit shipment growth for 2004 has increased to 11.4%,
with total PC shipments increasing to 152.5 million.

In addition, video gaming (including console, PC and online) has surpassed the
movie industry as the premiere source of entertainment (in the U.S. alone, over
$10 billion is spent annually). Korea alone accounts for 6.7% of the world
online gaming market, and posted a 69% revenue growth last year. Gaming "rooms"
there number approximately 30,000 with an average of 50 computers per center,
and Korean gamers stay online an average of 64 hours a month, compared to 16
hours in the U.S.

With strong computer and gaming growth projected, the anticipated rise in
injuries from extended use and poorly designed computing stations is also
expected to climb. For example:

Musculoskeletal disorders are the USA's most costly category of workplace
injuries and illnesses. Repetitive Strain Injury (RSI) has become the
number one work-related health problem, according to OSHA. In addition to
spending $20 billion annually on worker's compensation costs due to RSIs,
the U.S. spends another $100 billion on lost productivity, employee
turnover, and other indirect expenses. (The Agency for Health Care Policy
and Research).

Liberty Mutual spent $50 million in a single year on wrist claim injuries,
attributable to the fact that when keyboard use increases from 1-4 hours
per day, the probability of acquiring Cumulative Trauma Disorders increases
from 45% to 92%.

Market Needs

"Ergonomic and related disorders represent the largest group of preventable job
injuries in the U.S.," notes former U.S. Assistant Secretary of Labor for OSHA,
Charles Jeffress.

Industry experts note the bottom line savings and benefits for corporations from
correct ergonomic work environments:

"Preventative ergonomics is much more economical than reactive ergonomics,"
notes Alan Hedge, Ph.D., director of the human factors and ergonomics
laboratory at Cornell University (Ithaca, NY). "If you choose the best
ergonomic designs from the outset, ergonomics will work like a vaccination,
protecting your employees while they are at work. If you treat ergonomics
as a Band-Aid, you will spend time forever fighting fires without ever
achieving companywide success."

"There has been an evolution in the way ergonomics is perceived," says Karl
Jacobsen, senior vice president of loss prevention at Liberty Mutual
Insurance Company. "Today, the emphasis has shifted from a reactive to a
proactive philosophy. The emphasis is now on using ergonomics to achieve
strategic business objectives."

"Proactive companies realize that ergonomics is not only an injury
reduction issue, but that it is a human performance issue," says Ergonomics
at Work's Joel McIntyre. "If workstations and work areas are designed to
maximize human performance through ergonomics, the performance of the
Company is increased as well."

Sales and Marketing

Distribution Partners

Existing and potential product distribution partners for P--CE include
international resellers, exclusive country distributorships, retailers, online
through www.mypce.com and vendor partners. P--CE is also exploring
-------------
direct-to-consumer strategies in several countries including home shopping
networks and infomercials.

Reseller and distribution partners that P--CE has begun discussion with include:

Richards Electronics, a global provider of engineered solutions, serving
the RF and wireless communications, medical imaging, security and display
systems markets, with more than 70 sales offices and 45 stocking locations
throughout the world.

CDW: a leading provider of technology solutions for business, government
and education, a principal source of technology products and services for
such leading brands as Apple, Cisco, HP, IBM and Sony.

Seanx: IT supplier to Canadian retail chains, including Best Buy.

Shenkle Shultz: Largest reseller to the U.S. security monitoring industry.

Sound and Cinema Inc.: Large reseller for home theater and networking
products.

Office Elements: Ergonomic office furniture distributor based in the U.S.

Sanwa Supply (Japan): The #1 positioned IT related supplier (Computer
furniture, Computer accessories, and Computer peripherals) in Japan in
terms of the number of products, retail stores (7000 retailers) and yearly
sales turnover.

Best Buy retail chain: North American retail chain.

Fry's Electronic retail chain: California based retail chain.

Quick Micro wholesale: California based wholesaler with retail customers in
California, Oregon, Washington and Arizona.

P--CE is currently solidifying a number of vendor-partner online selling
relationships, including:

- Alienware, the dominant manufacturer of high-end gaming PC
- Humanscale, the leading manufacturer of ergonomic office products.
- Voodoo Computers - Canada
- Dell Computers - United States
- Apple Computers - Unites States
- Lenovo Computers - China
- Shuttle Computer - Taiwan

There can be no assurance, however, that P--CE will actually achieve a
distribution or reseller relationship with any of the aforementioned companies.

Marketing

Our global marketing strategy is anticipated to create brand and product
awareness, and generate customer demand and sales within targeted professional
and consumer vertical markets.

We expect to create awareness through public relations and face-to-face
marketing programs that allow influential media and potential customers to
experience the product, and drive traffic to www.mypce.com. These programs
-------------
include international, national and regional trade shows, launch events,
major city road shows, mall tours and sponsorship of video gaming
championships.

We expect to undertake high profile co-marketing promotions that have the
greatest potential to drive sales with vendor partners, resellers, and
media companies, including MTV, TechTV and Video Gaming media companies.

We expect to implement direct-to-consumer programs, including infomercials,
online and home shopping networks that are proven sales generators,
especially for new products and technology introductions.

We expect to target our vertical professional markets with direct marketing
campaigns that present a compelling problem-solution benefit for P--CE
ergonomic products.

Governmental Regulations

Currently, we are not subject to any unique government regulations, beyond that
of any other computer workplace manufacturer. P--CE's workplace environment may
be manufactured, imported, and exported to and from the U.S. and Canada with no
special regulations.

Research and Development

During the fiscal years ended August 31, 2002 and 2003, we spent Nil and
$166,864, respectively on research and development of P--CE's workplace
environment.

Reports to Security Holders

We are not currently required to deliver an annual report to security holders.
None will be provided until such time as one is required. Once we become a
reporting issuer in the United States upon the effectiveness of this
registration statement and the filing of a Form 8-A, we will be required to
deliver an annual report to our stockholders prior to or with the distribution
of proxy materials relating to annual stockholder meetings.

We have not previously filed reports with the Securities and Exchange
Commission, nor with any other securities regulator. However, once we become
subject to reporting requirements under section 13 or 15(d) of the U.S.
Securities and Exchange Act of 1934, as amended, we will be required to file the
following with the SEC: (i) quarterly reports on Form 10-QSB; (ii) an annual
report on Form 10-KSB; (iii) a Form 8-K to report the occurrence of certain
reportable events; (iv) preliminary and definitive copies of our proxy statement
and form of proxy to be submitted to our stockholders; and (v) the annual report
to stockholders.

Copies of this, and all future reporting materials filed with the SEC may be
obtained at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information as to the operation of the Public Reference
Room may be obtained by calling 1-800-SEC-0330. The SEC also maintains an
internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically at http://www.sec.gov.

Management's Discussion and Analysis or Plan of Operation.

The following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our financial statements and
the notes thereto. The matters discussed in this section that are not historical
or current facts deal with potential future circumstances and developments. Such
forward-looking statements include, but are not limited to, the development
plans for our growth, trends in the results of its development, anticipated
development plans, operating expenses and our anticipated capital requirements
and capital resources. Our actual results could differ materially from the
results discussed in the forward-looking statements.

Overview

This management's discussion and analysis focuses on key statistics from the
unaudited Financial Statements for the first quarter of 2005 and the Audited
Financial Statements for the year ended August 31, 2004 and 2003, and pertains
to known risks and uncertainties relating to the computer environment
manufacturing sector. Management knows of no known trend, events or
uncertainties that have or are reasonably likely to have a material impact on
our liquidity or revenues or income. The reported financial information is not
necessarily indicative of future operating results and future financial
condition as consumer awareness, acceptance and demand for our product are just
beginning to grow. This discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with our
Financial Statements and related notes and material contained in other parts of
this registration statement. All monetary amounts are expressed in US dollars.

Management's Discussion and Analysis for the Three Months ended November 30,
2004

Results of Operations
================================================================================
Nine months ended
Nov. 30, 2004 Nov. 30, 2003 % Change
Revenues $108,648 Nil N/A
Gross Margin $ 31,525 Nil N/A
Net Loss $(60,217) $(100,561) 40%
Basic and Diluted Earnings
(Loss) Per Share $(0.00) $(0.02) 100%
================================================================================

Revenues

Revenue for the first quarter ending November 30, 2004 was $108,648. There were
no revenues in the first quarter ended November 30, 2003. Our sales are the
result of expanding market awareness of our products created through our
tradeshow appearances and ongoing advertising campaigns in key industry
periodicals.

Expenses

Cost of goods sold for the first quarter ending November 30, 2004 were $77,123.
For the first quarter ended November 30, 2003 there was no costs.

Product development and promotion expenses decreased to Nil for the three months
ended November 30, 2004 from $3,436 for the three months ended November 30,
2003.

General and administrative expense decreased slightly to $91,742 for the three
months ended November 30, 2004 compared to $97,125 for the three months ended
November 30, 2003.

Earnings/Losses

Due to the sale of product in the first quarter ended November 30, 2004 we were
able to reduce the loss from $100,561 in the three months ended November 30,
2003 to a loss of $60,217 for the three months ended November 30, 2004.

Business Expansion

We continued to expand our base of operations between year ended and the first
quarter ended November, 2004, as we pursued our ongoing investment in
manufacturing and technology alliances, warehousing/distribution facilities and
marketing activities.

Liquidity and Capital Resources

We raised a total of $1,278,423 by way of equity investment from inception to
November 30, 2004, of which Nil was raised during the three month period ended
November 30, 2004.

Management's Discussion and Analysis for the Year Ended August 31, 2004

Results of Operations
================================================================================
YEAR ENDED YEAR ENDED % Change
2004 2003
Revenues $8,164 $90,550 91%
Gross Margin $2,466 $53,377 95%
Net Loss $(595,081) $(607,416) 2%
Basic and Diluted Earnings
(Loss) per Share $(0.07) $ (0.13) 46%
================================================================================

Revenues

For the year ended August 31, 2004, our net sales were only $8,164 as compared
to 90,550 for the year ended August 31, 2003. The revenues for the year ended
August 31, 2003 were the result of sales conducted by our then Korean
distributor, PCE Korea, which then possessed the distribution rights in Korea as
well as PCE units for a trade show held in August of 2003.

Expenses

Cost of goods sold for the year ended August 31, 2004 was $5,696 compared to
$37,173 for the year ended August 31, 2003.

Production development and promotion expenses decreased from $317,417 for the
year ended August 31, 2003 to $89,123 for the year ended August 31, 2004. The
expenses for year ended August 31, 2003 were due to initial design costs with
potential manufactures and the scale of trade shows attended such as Comdex in
November 2002. In the fiscal year ended August 31, 2004, we reduced marketing
efforts to focus on the product refinement to market the PCE to the masses.

General and administrative expenses increased to $508,426 for the year ended
August 31, 2004 from $343,376 for the year ended August 31, 2003. This increase
is attributed to costs associated the settlement of a dispute with our previous
Korean distributor, PCE Korea, increased accounting services and legal costs
associated with preparation of this registration statement.

Earnings/Losses

We had a net loss of $595,081 for the year ended August 31, 2004 as compared to
a net loss of $607,416 for the year ended August 31, 2003.

Business Expansion

We continued to expand our base of operations during the year ended August 31,
2004, as we pursued our ongoing investment in manufacturing and technology
alliances, warehousing/distribution facilities and marketing activities. We
negotiated manufacturing arrangements with partners in South Korea and China to
produce the PCE units more cost efficiently and to prepare for volume demand
increases. We secured technology suppliers in China for computer production, and
the sourcing of LCD monitors, monitor arms and sound systems. We established US
headquarters and warehousing facilities in Indio, CA, for shipping and customs
coordination, and product distribution. Offices for our Canadian headquarters
were secured in Vancouver, B.C. Marketing activities undertaken included a
three-month advertising campaign by Stuff magazine that featured our product,
the production of sales and marketing kits, and initiating the re-design of an
enhanced website.

Liquidity and Capital Resources

We had a cash balance of $37,688 at August 31, 2004, however, we expect the need
to raise additional capital in order to provide financing for future operations.

We have raised $1,278,423 through stock sales since we started operations on
November 8, 2001, of which $729,359 were raised in the year ended August 31,
2004.

Management's Discussion and Analysis for the Year Ended August 31, 2003

Results of Operations
================================================================================
YEAR ENDED YEAR ENDED
2003 2002 % CHANGE
Revenues $ 90,550 $ - N/A
Gross Margin $ 53,377 $ - N/A
Net Loss $(607,416) $ - N/A
Basic and Diluted Earnings
(Loss) per Share $ (0.13) - N/A
================================================================================

Revenues

For the year ended August 31, 2003, our net sales were $90,550 compared to Nil
for the year ended August 31, 2002 as we had no sales in the year ended August
31, 2002. Pursuant to the continued equity funding received throughout fiscal
2002 and 2003, we have continued with the development of the PCE and have
noticed an increased demand for the PCE.

Expenses

Cost of goods sold for the year ended August 31, 2003 were $37,173 (41% of
Sales) compared to Nil (0% of sales) year ended August 31, 2002 due to
production of PCE units for trade shows and promotion. The corresponding gross
margins were $53,377 for year ended August 31, 2003 compared with Nil for August
31 2002.

Advertising and promotion expenses increased from Nil for the year ended August
31, 2002 to $12,766 for the year ended August 31, 2003.

Legal and accounting fees increased from Nil for the year ended August 31, 2002
to $17,452 for the year ended August 31, 2003, predominantly due to additional
professional fees associated with P--CE's reporting issuer efforts.

Rent expense increased as we needed a presence in California, which comprised a
majority of the rent expense of Nil for the year ended August 31, 2002 to
$74,107 for the year ended August 31, 2003, predominantly due to the expansion
to California.

Consultant fees have increased from Nil for the year ended August 31, 2002 to
$85,347 for the year ended August 31, 2003. This rise was a result of
compensation being paid out based on sales and manufacturing and marketing
efforts. Compensation was paid to key subcontractors and consultants to support
our substantially increased activities such as engineering and design,
administration, sales and marketing initiatives and product production.

Earnings/Losses

PCE units were in the planning stages for the delivery of systems to customers
and resellers. The net loss from September 1, 2002 to August 31, 2003 was
$(607,416).

Business Expansion

During the fiscal year ended August 31, 2003, the company researched, designed
and manufactured prototypes units; established product sourcing arrangements for
software and hardware components; secured booth space and exhibit property for
the product launch at the Comdex IT Show in November 2002 in Las Vegas;
participated in other trade shows in the video gaming, radiology and technology
markets; created a website and marketing and public relations materials; sought
strategic alliances with leading manufacturers of computers and ergonomic
products, both for product sourcing as well as sales and co-marketing
opportunities; continued to conduct market and consumer research to determine
how to adapt the product to different industries and applications; entered into
an international distribution agreement with a group called PCE Korea for Korea
distribution; manufactured units for the product launch in Korea, and launched
the product in Asia at Comdex Korea in August 2003.

Capital Expenditures

From August 31, 2002 to August 31, 2003 we purchased office computers and
furniture totaling $4,697.

Liquidity and Capital Resources

For the year ended August 31 2003, our loss from operations of $(607,416)
resulted from only having net sales of $90,550 and total expenses of $660,793
compared to Nil for the fiscal year ended August 31, 2002. The increase being
attributable to our marketing activities and product customization for our
various target markets.

During the fiscal year ended August 31, 2003, we raised $549,064 by way of
equity investment into the Company.

Market for Common Equity and Related Stockholder Matters.

There are currently no markets where our common equity is traded.

There are no options, warrants to purchase, or securities convertible into our
common equity.

Our common equity that, as of March 31, 2005, could be sold pursuant to Rule 144
and are not being registered pursuant to this registration statement would
include shares issued to certain seed shareholders. The following is a
comprehensive list of those seed shareholders and their share holdings as at
March 31, 2005:

Name Date Shares were Issued Holdings as at March 31, 2005
- ------------------- ----------------------- -----------------------------
Evolution Man Inc. Aug. 15, 2002 2,016,666 (1)

Quattrin, Allan July 24, 2002 1,500,000

RAD Laboratories Inc. July 24, 2002 2,500,000 (2)

Stieler, Richard July 24, 2002 1,350,000

(1) Mr. Allan Quattrin has voting and investment control over these shares.

(2) Mr. Benjamin Moglin has voting and investment control over these shares. On
March 14, 2005, RAD Laboratories Inc. sold 500,000 shares to Viking
Investment Management Co., Limited in order to raise funds to advance to us
in order to pay an outstanding obligation. Viking Investment Management
Co., Limited holds these shares in trust for members of Devlin Jensen, our
legal counsel.

As of March 31, 2005, we had 157 shareholders on record, with a total of
13,797,302 shares of our common stock issued and outstanding.

As of March 31, 2005, there were no other classes of shares of our common stock
optioned or subject to a warrant to purchase.

We do not plan to pay dividends for the foreseeable future.

Holders of our common stock are entitled to receive dividends as may be declared
by our board of directors. Our board of directors may, from time to time,
declare and we may pay dividends in cash, property, or its own shares, except
when we are insolvent or when the payment thereof would render us insolvent. The
board is not obligated to declare a dividend. We have not paid any dividends
since our inception. It is not anticipated that dividends will be paid in the
foreseeable future.

Executive Compensation.

The person acting as the President and Chief Executive Officer within P--CE has
remained consistent throughout fiscal years ended August 31, 2002 and 2003. The
person acting as COO and Secretary of P--CE was appointed to these positions on
June 15, 2004.

While we were in a start-up phase, management decided to work for little
compensation in order to allow for additional funds to be put towards growing
the business. We do not, as of September 30, 2004, offer any bonus plans, group
or individual medical plans, or insurance coverage of any type.

The following table sets forth in summary form all the compensation awarded to,
earned by, or paid to our President and Chief Executive Officer. None of our
other executive officers received salary, bonus and any other form of
compensation exceeding $100,000 during the fiscal years ended August 31, 2002
and 2003.

Other Re- Securities All
Name and Annual stricted Underlying Other
Principal Fiscal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
- ----------------- ------ ---------- ------- ------- -------- ---------- ------- -------

Quattrin, Allan 2004 $28,000(1) Nil Nil Nil Nil Nil Nil
President and CEO 2003 $22,500 Nil Nil Nil Nil Nil Nil
Director 2002 Nil Nil Nil Nil Nil Nil Nil

<FN>
(1) Mr. Quattrin entered into a Management Agreement with P--CE on August 1,
2002, whereby he was to receive $12,500 per month as compensation for
acting as the President, CEO, CFO and director of P--CE. However, during
the fiscal year ended August 31, 2003, Mr. Quattrin only received a salary
of $22,500 and during the fiscal year ended August 31, 2004, he only
received a salary of approximately $28,000. Mr. Quattrin has agreed in a
letter to the Company to not accrue any compensation owing to him under the
Management Agreement up to November 30, 2004.
</FN>

Proposed Compensation

While we are in our development stage, management has decided to work for little
or no compensation until December 1, 2004, in order to allow for additional
funds to be put towards growing the business.

The following table shows the amount which we intend to pay our executive
officers starting as of December 1, 2004, and the time which our executive
officers are expected to devote to our business. If the Company is unable to pay
the proposed compensation to the executive officers in cash, then the executive
officers have verbally indicated to the Company that they will take stock based
on the market value at that time as consideration for their services rendered to
the Company. There can be no assurance, however, that such verbal agreements to
take stock in lieu of cash will be binding upon the officers.

Approximate Approximate time
time devoted to intended to be devoted
Proposed P--CE's Business to P--CE's Business
Annual Fiscal year ending Fiscal year ending
Name Compensation Aug. 31, 2004 Aug. 31, 2005
- ------------------ ------------ ------------------ ----------------------

Quattrin, Allan $150,000 100% 100%

Sheppard, Bruce(1) $75,000 5% 15%

(1) Mr. Sheppard was appointed as the COO, Secretary and a Director of P--CE on
June 15, 2004.

Employment Agreements

We have entered into a Management Agreement with Mr. Allan Quattrin, dated
August 1, 2002, whereby Mr. Quattrin provides management services as the
President and CEO of P--CE in exchange for $12,500 per month. See "Certain
Relationships and Related Transactions" for a detailed description of this
agreement.

Long Term Incentive Plans - Awards in Last Fiscal Year

As at March 31, 2005, there were no Long Term Incentive Plans implemented or
awarded.

Employee Pension, Profit Sharing Insurance or Other Retirement Plans

As at March 31, 2005, we did not have a benefit, pension plan, profit sharing,
insurance plan or other retirement plan, although we may adopt one or more of
such plans in the future.

Compensation of Directors

We do not pay our directors for attending meetings of the board of directors,
although we expect to adopt a director compensation policy in the future. We
have no standard arrangement pursuant to which our directors are compensated for
any services provided as a director or for committee participation or special
assignments.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee. Decisions as to compensation
are made from time to time with no set policies, or formulas used as a guide.

The following table shows the persons who participated in deliberations of our
board of directors concerning executive officer compensation.

Name Offices Held
- ----------------- --------------

Douglas Buhler Director (1)

Benjamin Moglin Director (2)

Allan Quattrin President, CEO and Director

(1) Douglas Buhler was removed from the board of directors by a majority of the
shareholders of P--CE effective September 19, 2003.
(2) Benjamin Moglin resigned as a director of P--CE on September 22, 2003.

Financial Statements

The unaudited financial statements for the three month period ended November 30,
2004 and the audited financial statements for the years ended August 31, 2004,
2003 and for the period from inception (November 8, 2001) through August 31,
2004, are included herein.

F-1

P--CE COMPUTERS, INC.
(A Development Stage Company)
BALANCE SHEETS
NOVEMBER 30, 2004 AND AUGUST 31, 2004

November 30, 2004
ASSETS (Unaudited) August 31, 2004
---------------- ----------------

Current assets:
Cash $ 16,741 $ 37,688
Accounts receivable 61,031 --
Inventory 30,921 60,199
Prepaid expenses 2,967 2,927
---------------- ----------------
Total current assets 111,660 100,814

Equipment, net of accumulated depreciation 18,363 19,616
Patent, net of amortization 8,757 8,916
---------------- ----------------

Total assets $ 138,780 $ 129,346
================ ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable $ 67,969 $ 19,554
Accrued liabilities 9,067 11,087
Credit cards payable 10,210 5,577
Other payables 18,623 --
---------------- ----------------

Total current liabilities 105,869 36,218

Commitments and contingencies -- --

Stockholders' equity (deficit):
Preferred stock:$0.0001 par value; 200,000,000
shares authorized; 0 shares issued and outstanding
-- --
Common Stock:
$0.0001 par value; 200,000,000 shares authorized;
13,797,302 shares issued and outstanding at
November 30 and August 31, 2004, respectively 1,380 1,380
Paid in capital 1,294,245 1,294,245
Deficit accumulated during development stage (1,262,714) (1,202,497)
---------------- ----------------

Total stockholders' equity (deficit) 32,911 93,128
---------------- ----------------

Total liabilities and stockholders' equity (deficit) $ 138,780 $ 129,346
================ ================

The accompanying notes are an integral part
of these financial statements
1

F-2

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2004 AND 2003
AND FROM INCEPTION (November 8, 2001) THROUGH NOVEMBER 30, 2004
(UNAUDITED)

Cumulative
amount from
inception
For the three months (November 8
ended 2001)
----------------------------------- through
November 30, November 30, November 30,
2004 2003 2004
---------------- ---------------- ----------------

Net sales $ 108,648 $ -- $ 207,362
Cost of sales 77,123 -- 119,992
---------------- ---------------- ----------------
Gross profit 31,525 -- 87,370

Expenses
Product development and
promotion -- 3,436 406,540
General and administrative 91,742 97,125 943,544
---------------- ---------------- ----------------
Total expenses 91,742 100,561 1,350,084
---------------- ---------------- ----------------

Loss before provision for income
taxes (60,217) (100,561) (1,262,714)
Provision for income tax -- -- --
---------------- ---------------- ----------------
Net loss $ (60,217) $ (100,561 $ (1,262,714)
================ ================ ================

Loss per share (basic and
diluted) $ (0.00) $ (0.02)
================ ================

Weighted average number of shares
Outstanding (basic and diluted) 13,797,302 4,500,000
================ ================

The accompanying notes are an integral part
of these financial statements
2

F-3

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (November 8, 2001) THROUGH NOVEMBER 30, 2004

Common stock Deficit
----------------------------------------------------------------- accumulated Total
Par value during Stockholders'
Number of $0.0001 per Paid in Common stock development Equity
shares share capital subscribed stage (deficit)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at inception
(November 8, 2001) -- $ -- $ -- $ -- $ -- $ --
Issuance of common
stock for cash 4,500,000 450 -- -- -- 450
Net income (loss) -- -- -- -- -- --
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August
31, 2002 4,500,000 450 -- -- -- 450

Common stock
subscribed at various
dates during 2003
(7,808,842 shares) -- -- -- 549,064 -- 549,064
Net loss -- -- -- -- (607,416) (607,416)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August
31, 2003 4,500,000 450 -- 549,064 (607,416) (57,902)

Common stock issued
for cash 9,209,902 921 1,277,052 (549,064) -- 728,909

Common stock issued
for services 87,400 9 17,193 -- -- 17,202

Net loss -- -- -- -- (595,081) (595,081)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August 31,
2004 13,797,302 1,380 1,294,245 -- (1,202,497) 93,128

Net loss (60,217) (60,217)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at November
30, 2004 (Unaudited) 13,797,302 $ 1,380 $ 1,294,245 $ -- $ (1,262,714) $ 32,911
============== ============== ============== ============== ============== ==============

The accompanying notes are an integral part
of these financial statements
3

F-4

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2004 AND 2003
AND FROM INCEPTION (November 8, 2001) THROUGH NOVEMBER 30, 2004
(UNAUDITED)

Cumulative
Amount from
For the For the Inception
three months three months (November 8, 2001)
ended ended through
November 30, November 30, November 30,
2004 2003 2004
---------------- ---------------- ----------------

Cash flows from operating activities:
Net loss $ (60,217) $ (100,561) $ (1,262,714)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 2,041 551 7,812
Stock issued for services -- -- 17,202
Changes in operating assets and liabilities:
Accounts receivable (61,031) -- (61,031)
Inventory 29,278 (195) (30,921)
Prepaid expenses (40) (4,700) (2,967)
Accounts payable 48,415 (2,885) 67,969
Accrued liabilities (2,020) (15,815) 9,067
Credit cards 4,633 -- 10,210
Other payables 18,623 (3,077) 18,623
---------------- ---------------- ----------------

Net cash used in operating activities (20,318) (126,682) (1,226,750)
---------------- ---------------- ----------------

Cash flows from investing activities:
Acquisition of patent and equipment (629) (1,831) (25,380)
Development of patent -- -- (9,552)
---------------- ---------------- ----------------

Net cash used in investing activities (629) (1,831) (34,932)
---------------- ---------------- ----------------

Cash flows from financing activities:
Issuance of common stock for cash -- 129,869 1,278,423
---------------- ---------------- ----------------

Net cash provided by financing activities -- 129,869 1,278,423
---------------- ---------------- ----------------

Net increase in cash (20,947) 1,356 16,741

Cash, beginning of period 37,688 16,755 --
---------------- ---------------- ----------------

Cash, end of period $ 16,741 $ 18,111 $ 16,741
================ ================ ================

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Issuance of stock for services $ -- $ -- $ 17,202
================ ================ ================

The accompanying notes are an integral part
of these financial statements
4

F-5

P--CE COMPUTERS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED
NOVEMBER 30, 2004 AND 2003 AND FROM INCEPTION (November 8, 2001)
THROUGH NOVEMBER 30, 2004
(UNAUDITED)

1. BUSINESS AND ORGANIZATION
-------------------------

P--CE Computers, Inc. (the Company) was incorporated on November 8, 2001 as
Coleman Energy U.S., Inc. in the state of Nevada. On December 6, 2001, the name
of the corporation was changed to World Energy Resource Group, Inc., and on July
9, 2002, to P--CE Computers, Inc. The Company is developing a computer workspace
station and intends to sell distributorships for the workstation
internationally. The Company has completed its prototype units and is in the
process of developing a commercial product.

The Company has been in the development stage since its inception, November 8,
2001. It is primarily engaged in raising capital and developing a marketable
computer workstation product.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Property and Equipment
- ----------------------
Property and equipment is stated at cost and depreciated using the straight-line
method over the estimated useful life of the assets, which is three to seven
years.

Patent
- ------
The cost of the patent development is capitalized and is amortized on a
straight-line basis over its useful life of 15 years. Amortization expense for
the three months ended November 30, 2004 was $159 and $159 for the three months
ended November, 2003.

Use of Estimates
- ----------------
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates. The Company is of the opinion that it
has made no estimates or assumptions that could result in any significant or
material difference in the results reported.

Revenue Recognition
- -------------------
The Company recognizes revenue when both title and risk of loss transfers to the
customer, provided that no significant obligations remain. Pursuant to
Securities and Exchange Commission's Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements, the Company does not recognize revenue for
product shipments until received by the customer, although title transfers to
the customer on substantially all products when shipped. There was no in-transit
customer shipment for the periods ended November 30, 2004 and 2003.

Effective July 22, 2003, the Company entered into a distribution agreement
whereby it received an initial fee of $30,000 which was recognized in the year
ended August 31, 2003 in exchange for the distributor being appointed as
exclusive distributor in South and North Korea and distribution rights in other
countries listed in the agreement. The Company had no further obligations with
regards to the fee. Royalty payments will be recognized on each unit sold under
this agreement. The distributor has filed a law suit related to this agreement.
(Note 8)

Warranty
- --------
The Company sells its products to customers together with repair or replacement
warranties. The accompanying financial statements from inception through
November 30, 2004 do not include any amounts for estimated warranty claims based
on the Company's experience of not having actually paid any claims to date and
management's estimate of future expectations. All equipment resales are covered
by manufacturers' limited warranty.

F-6

Inventories
- -----------
Substantially all inventories in the amount of $30,921 at November 30, 2004
consist of finished products. Inventories are valued at cost, as determined by
the first-in, first-out method. In the aggregate, such valuations are not in
excess of market.

Income Taxes
- ------------
Deferred income taxes are reported using the liability method. Deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.

Net Loss Per Share
- ------------------
In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 128 "Earnings Per Share" which requires the Company to present basic and
diluted earnings per share, for all periods presented. The computation of loss
per common share (basic and diluted) is based on the weighted average number of
shares actually outstanding during the period. The Company has no common stock
equivalents, which would dilute earnings per share.

Fair Value of Financial Instruments
- -----------------------------------
Financial instruments consist principally of cash and payables. The estimated
fair value of these instruments approximate their carrying value.

Foreign Currency Translation
- ----------------------------
The Company translates the foreign currency financial statements of its foreign
operations by translating balance sheet accounts at the exchange rate on the
balance sheet date and the income statement accounts using the prevailing
exchange rates at the transaction date. Translation gains and losses are
recorded in stockholders' equity and realized gains and losses are reflected in
operations. There were no material translation or exchange gains and losses for
the period from inception to November 30, 2004

Research and Development Costs
- ------------------------------
The Company is currently in the process of establishing the technological
feasibility of its computer workstation product. All costs incurred related to
the product development have been charged to expense.

Impairment of Long-Lived Assets
- -------------------------------
FASB issued in August 2001, SFAS 144, "Accounting for the Impairment or Disposal
of Long-lived Assets". In accordance with this statement, the Company
periodically reviews its long-lived assets to be held and used by the Company to
determine whether any events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. The Company bases its
evaluation on such impairment indicators as the nature of the assets, the future
economic benefit of the assets, any historical or future profitability
measurements, as well as other external market conditions or factors that may be
present. If such impairment indicators are present or other factors exist that
indicate that the carrying amount of the asset may not be recoverable, the
Company determines whether an impairment has occurred through the use of an
undiscounted cash flow analysis of assets at the lowest level for which
identifiable cash flows exist. If an impairment has occurred, the Company
recognizes a loss for the difference between the carrying amount and the
estimated value of the asset. The fair value of the asset is measured using
quoted market prices or, in the absence of quoted market prices, fair value is
based on an estimated discounted cash flow analysis. The company has experienced
no impairment losses to date.

F-7

3. GOING CONCERN
-------------

The accompanying financial statements, which have been prepared in conformity
with accounting principles generally accepted in the United States of America,
contemplates the continuation of the Company as a going concern. However, the
Company has been in the development stage since its inception (November 8,
2001), sustained significant losses and has used capital raised through the
issuance of stock and stock subscriptions to fund activities. Continuation of
the Company as a going concern is contingent upon establishing and achieving
profitable operations. Such operations will require management to secure
additional financing for the Company in the form of debt or equity.

Management believes that actions currently being taken to revise the Company's
funding requirements will allow the Company to continue its development stage
operations. However, there is no assurance that the necessary funds will be
realized by securing debt or through stock offerings. No adjustment has been
recorded in the financial statements to reflect this uncertainty.

4. PROPERTY AND EQUIPMENT
----------------------

Property and equipment consist of the following:

November 30, 2004 August 31, 2004
--------------------- ---------------------

Computers $ 21,177 $ 21,177
Office furniture 4,203 3,574
--------------------- ---------------------

25,380 24,751
Accumulated depreciation 7,017 5,135
--------------------- ---------------------

$ 18,363 $ 19,616
===================== =====================

Depreciation expense for the three months ended November 30, 2004 was $1,882 as
compared to $551 for the three months ended November 30, 2003.

5. CAPITAL STOCK
-------------

In July 2002, the Company issued 4,500,000 shares of $0.0001 par value common
stock to its directors for a capital contribution of $450.

During the year ended August 31, 2004, the Company issued 9,209,902 shares of
common stock in a private placement for a total sales price of $1,277,973 an
average sales price of $0.14 per share. Included in the issuance was 7,808,842
of stock subscribed at August 31, 2003.

During the year ended August 31, 2004 the Company issued 87,400 shares of common
stock for services valued at $17,202 at an average price of $0.20 per share.

6. INCOME TAXES
------------

The components of the deferred tax asset is as follows:

November 30, 2004 August 31, 2004
------------------- -------------------
Deferred tax assets:
Net operating loss carryforward $ 494,000 $ 470,000

Valuation allowance (494,000) (470,000)
------------------- -------------------

Net deferred tax assets $ - $ -
=================== ===================

The Company had available approximately $1,245,000 and $1,185,000 of unused
Federal and state net operating loss carryforwards at November 30, and August
31, 2004, respectively that may be applied against future taxable income. These
net operating loss carryforwards expire through 2023 and 2013 for federal and
state purposes, respectively. The State of California has suspended the use of
net operating losses for years ended August 31, 2003 and 2002. There is no
assurance that the Company will realize the benefit of the net operating loss
carryforwards.

F-8

SFAS No. 109 requires a valuation allowance to be recorded when it is more
likely than not that some or all of the deferred tax assets will not be
realized. At November 30, 2004 and August 31, 2004, valuation allowances for the
full amount of the net deferred tax asset were established due to the
uncertainties as to the amount of the taxable income that would be generated in
future years.

Reconciliation of the differences between the statutory tax rate and the
effective income tax rate is as follows:

November 30, 2004 August 31, 2004
------------------- -------------------

Statutory federal tax (benefit) rate (34.00)% (34.00)%
Statutory state tax (benefit) rate (5.83)% (5.83)%
------------------- -------------------

Effective tax rate (39.83)% (39.83)%

Valuation allowance 39.83% 39.83%
------------------- -------------------

Effective income tax rate
0.00% 0.00%
=================== ===================

7. COMMITMENTS
-----------

The Company entered into an arena event box occupation agreement. The term of
the agreement is September 2003 through June 2006.

Future minimum payments are as follows:

For the year ended August 31, Facilities Arena Box Total
----------------------------- ------------ ------------ ------------

2005 $ -- $ 69,216 $ 69,216
------------ ------------ ------------

Rent expense included in the statements of income for the three months ended
November 30, 2004 and 2003 were $7,034 and $6,672, respectively

The Company has a five year management agreement with its President and Chief
Executive Officer which expires in 2007 if not automatically renewed for
consecutive two year periods. The agreement includes a base fee of $150,000
annually, plus an incentive fee and possible stock options in the future. The
agreement has been modified and the start date has been deferred until a date
subsequent to November 30, 2004. The amount of the fee to be paid under this
agreement is currently being renegotiated and therefore no amount has been
reflected in the financial statements.

8. LITIGATION
----------

The Company and two stockholders are defendants in a lawsuit filed by a
distributor for alleged fraud, misrepresentation, breach of contract, unlawful
business practices and false advertising. The suit seeks $400,000 in damages.
The Company intends to explore all settlement opportunities; however, if it is
refused to be resolved amicably, the Company intends to vigorously defend its
position. The Company has filed a cross-complaint for breach of contract and
other causes of actions. No amounts have been reflected in the financial
statements related to this litigation.

F-9

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors and Stockholders
P--CE Computers, Inc.
Vancouver, B.C.

We have audited the accompanying balance sheets of P--CE Computers, Inc., a
Nevada corporation and a development stage company (the Company), as of August
31, 2004 and 2003, and the related statements of income, stockholders' equity
(deficit), and cash flows for the years then ended and for the period from
inception (November 8, 2001) through August 31, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P--CE Computers, Inc. as of
August 31, 2004 and 2003, and the results of its operations and cash flows for
the years then ended and for the period from inception (November 8, 2001)
through August 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has been in the development stage since its
inception (November 8, 2001) and continues to incur significant losses. The
Company's viability is dependent upon its ability to obtain future financing and
the success of its future operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plan in
regard to these matters is also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

Mendoza Berger & Company, LLP
- -----------------------------

/s/ Mendoza Berger & Company, LLP

February 9, 2005
Irvine, California

F-10

P--CE COMPUTERS, INC.
(A Development Stage Company)
BALANCE SHEETS
AUGUST 31, 2004 AND AUGUST 31, 2003

ASSETS August 31, 2004 August 31, 2003
---------------- ----------------

Current assets:
Cash $ 37,688 $ 16,755
Inventory 60,199 --
Prepaid expenses 2,927 1,827
---------------- ----------------
Total current assets 100,814 18,582

Equipment, net of accumulated depreciation 19,616 2,749
Patent, net of amortization 8,916 9,552
---------------- ----------------

Total assets $ 129,346 $ 30,883
================ ================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable $ 19,554 $ 7,913
Accrued liabilities 11,087 68,192
Credit cards payable 5,577 --
Employee payables -- 12,680
---------------- ----------------

Total current liabilities 36,218 88,785

Commitments and contingencies -- --

Stockholders' equity (deficit):
Preferred stock:$0.0001 par value; 200,000,000
shares authorized; 0 shares issued and outstanding
-- --
Common Stock:
$0.0001 par value; 200,000,000 shares authorized;
13,797,302 shares and 4,500,000 shares issued and
outstanding at August 31, 2004 and August 31,
2003, respectively 1,380 450
Paid in capital 1,294,245 --
Common stock subscribed, 0 and 7,808,842 shares at
August 31, 2004 and 2003, respectively -- 549,064
Deficit accumulated during development stage (1,202,497) (607,416)
---------------- ----------------

Total stockholders' equity (deficit) 93,128 (57,902)
---------------- ----------------

Total liabilities and stockholders' equity (deficit) $ 129,346 $ 30,883
================ ================

The accompanying notes are an integral part
of these financial statements

F-11

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
FOR THE YEARS ENDED
AUGUST 31, 2004 AND 2003
AND FROM INCEPTION (November 8, 2001) THROUGH AUGUST 31, 2004

Cumulative
amount from
inception
For the years ended (November 8, 2001)
----------------------------------- through
August 31, August 31, August 31,
2004 2003 2004
---------------- ---------------- ----------------

Net sales $ 8,164 $ 90,550 $ 98,714
Cost of sales 5,696 37,173 42,869
---------------- ---------------- ----------------
Gross profit 2,468 53,377 55,845

Expenses
Product development and
promotion 89,123 317,417 406,540
General and administrative 508,426 343,376 851,802
---------------- ---------------- ----------------
Total expenses 597,549 660,793 1,258,342
---------------- ---------------- ----------------

Loss before provision for income
taxes (595,081) (607,416) (1,202,497)
Provision for income tax -- -- --
---------------- ---------------- ----------------
Net loss $ (595,081) $ (607,416) $ (1,202,497)
================ ================ ================

Loss per share (basic and
diluted) $ (0.07) $ (0.13)
================ ================

Weighted average number of shares
Outstanding (basic and diluted) 8,397,225 4,500,000
================ ================

The accompanying notes are an integral part
of these financial statements

F-12

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM INCEPTION (November 8, 2001) THROUGH AUGUST 31, 2004

Common stock Deficit
---------------------------------------------------------------- accumulated Total
Par value during Stockholders'
Number of $0.0001 per Paid in Common stock development Equity
shares share capital subscribed stage (deficit)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August
31, 2002 4,500,000 450 -- -- -- 450

Common stock
subscribed at various
dates during 2003
(7,808,842 shares -- -- -- 549,064 -- 549,064
Net loss -- -- -- -- (607,416) (607,416)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August
31, 2003 4,500,000 450 -- 549,064 (607,416) (57,902)

Common stock issued
for cash 9,209,902 921 1,277,052 (549,064) -- 728,909

Common stock issued
for services 87,400 9 17,193 -- -- 17,202

Net loss -- -- -- -- (595,081) (595,081)
-------------- -------------- -------------- -------------- -------------- --------------

Balance at August 31,
2004 13,797,302 $ 1,380 $ 1,294,245 $ -- $ (1,202,497) $ 93,128
============== ============== ============== ============== ============== ==============

The accompanying notes are an integral part
of these financial statements

F-13

P--CE COMPUTERS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31, 2004 AND 2003
AND FROM INCEPTION (November 8, 2001) THROUGH AUGUST 31, 2004

Cumulative
Amount from
Inception
(November 8,
For the year For the year 2001)
ended ended through
August 31, August 31, August 31,
2004 2003 2004
---------------- ---------------- ----------------

Cash flows from operating activities:
Net loss $ (595,081) $ (607,416) $ (1,202,497)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 3,823 1,948 5,771
Stock issued for services 17,202 -- 17,202
Changes in operating assets and liabilities:
Inventory (60,199) -- (60,199)
Prepaid expenses (1,100) (1,827) (2,927)
Accounts payable 11,641 7,913 19,554
Accrued liabilities (57,105) 68,192 11,087
Employee payables (12,680) 12,680 --
Credit cards 5,577 -- 5,577
---------------- ---------------- ----------------

Net cash used in operating activities (687,922) (518,510) (1,206,432)
---------------- ---------------- ----------------

Cash flows from investing activities:
Acquisition of patent and equipment (20,054) (4,697) (24,751)
Development of patent -- (9,552) (9,552)
---------------- ---------------- ----------------

Net cash used in investing activities (20,054) (14,249) (34,303)
---------------- ---------------- ----------------

Cash flows from financing activities:
Issuance of common stock for cash 728,909 -- 1,278,423
Common stock subscribed -- 549,064 --
---------------- ---------------- ----------------

Net cash provided by financing activities 728,909 549,064 1,278,423
---------------- ---------------- ----------------

Net increase in cash 20,933 16,305 37,688

Cash, beginning of period 16,755 450 --
---------------- ---------------- ----------------

Cash, end of period $ 37,688 $ 16,755 $ 37,688
================ ================ ================

SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Issuance of stock for services $ 17,202 $ -- $ 17,202
================ ================ ================

The accompanying notes are an integral part
of these financial statements

F-14

P--CE COMPUTERS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
AUGUST 31, 2004 AND 2003 AND FROM INCEPTION (November 8, 2001)
THROUGH AUGUST 31, 2004

1. BUSINESS AND ORGANIZATION
-------------------------

The Company has been in the development stage since its inception, November 8,
2001. It is primarily engaged in raising capital and developing a marketable
computer workstation product.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Patent
- ------
The cost of the patent development is capitalized and is amortized on a
straight-line basis over its useful life of 15 years. Amortization expense for
the year ended August 31, 2004 was $636 and $0 for the year ended August 31,
2003.

Warranty
- --------
The Company sells its products to customers together with repair or replacement
warranties. The accompanying financial statements from inception through August
31, 2004 do not include any amounts for estimated warranty claims based on the
Company's experience of not having actually paid any claims to date and
management's estimate of future expectations. All equipment resales are covered
by manufacturers' limited warranty.

F-15

Inventories
- -----------
Substantially all inventories in the amount $60,199 at August 31, 2004 consist
of finished products. Inventories are valued at cost, as determined by the
first-in, first-out method. In the aggregate, such valuations are not in excess
of market.

F-16

3. GOING CONCERN
-------------

4. PROPERTY AND EQUIPMENT
----------------------

Property and equipment consist of the following:

August 31, 2004 August 31, 2003
-------------------- --------------------

Computers $ 21,177 $ 4,697
Office furniture 3,574 --
-------------------- --------------------

24,751 4,697
Accumulated depreciation (5,135) (1,948)
-------------------- --------------------

$ 19,616 $ 2,749
==================== ====================

Depreciation expense for the years ended August 31, 2004 and 2003 was $3,187 and
$1,948, respectively.

5. CAPITAL STOCK
-------------

In July 2002, the Company issued 4,500,000 shares of $0.0001 par value common
stock to its directors for a capital contribution of $450.

During the year ended August 31, 2004 the Company issued 87,400 shares of common
stock for services valued at $17,202 at an average price of $0.20 per share.

6. INCOME TAXES
------------

The components of the deferred tax asset is as follows:

August 31, 2004 August 31, 2003
------------------- -------------------
Deferred tax assets:
Net operating loss carryforward $ 470,000 $ 260,000

Valuation allowance (470,000) (260,000)
------------------- -------------------

Net deferred tax assets $ - $ -
=================== ===================

The Company had available approximately $1,185,000 and $607,000 of unused
Federal and state net operating loss carryforwards at August 31, 2004 and August
31, 2003, respectively, that may be applied against future taxable income. These
net operating loss carryforwards expire through 2023 and 2013 for federal and
state purposes, respectively. The State of California has suspended the use of
net operating losses for years ended August 31, 2003 and 2002. There is no
assurance that the Company will realize the benefit of the net operating loss
carryforwards.

F-17

SFAS No. 109 requires a valuation allowance to be recorded when it is more
likely than not that some or all of the deferred tax assets will not be
realized. At August 31, 2004 and August 31, 2003, valuation allowances for the
full amount of the net deferred tax asset were established due to the
uncertainties as to the amount of the taxable income that would be generated in
future years.

Reconciliation of the differences between the statutory tax rate and the
effective income tax rate is as follows:

August 31, 2004 August 31, 2003
------------------- -------------------

Statutory federal tax (benefit) rate (34.00)% (34.00)%
Statutory state tax (benefit) rate (5.83)% (5.83)%
------------------- -------------------

Effective tax rate (39.83)% (39.83)%

Valuation allowance 39.83% 39.83%
------------------- -------------------

Effective income tax rate
0.00% 0.00%
=================== ===================

7. COMMITMENTS
-----------

The Company entered into an arena event box occupation agreement. The term of
the agreement is September 2003 through June 2006.The Company sub-leased the
event box to others. The Company received sub-lease rental income of $59,216 for
each of the years ended August 31, 2004 and 2003, leaving the Company with a net
expense rental of $10,000 for each of the years.

Future minimum payments are as follows:

For the year ended August 31, Arena Box Total
----------------------------- ------------------ -------------

2005 $ 69,216 $ 69,216
------------------ -------------

Additional rent expense offices and storage included in the statements of income
for the years ended August 31, 2004 and 2003 is 37,262 and $74,107, respectively

The Company has a five year management agreement with its President and Chief
Executive Officer which expires in 2007 if not automatically renewed for
consecutive two year periods. The agreement includes a base fee of $150,000
annually, plus an incentive fee and possible stock options in the future. The
agreement has been modified and the start date has been deferred until the 2005
fiscal year. The amount of the fee to be paid under this agreement is currently
being renegotiated and therefore no amount has been reflected in the financial
statements.

8. LITIGATION
----------

P--CE COMPUTERS, INC.
6,130,636 shares of common stock to be sold by
certain selling security holders

--------------------------------
PROSPECTUS
--------------------------------

April 8, 2005

No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations may not
be relied on as having been authorized by us or any of the underwriters. Neither
the delivery of this prospectus nor any sale make hereunder shall under any
circumstances create an implication that there has been no change in our affairs
since the date of this prospectus. This prospectus does not constitute and offer
to sell, or solicitation of any offer to buy, by any person in any jurisdiction
in which it is unlawful for any such person to make such an offer or
solicitation. Neither the delivery of this prospectus nor any offer,
solicitation or sale made hereunder, shall under any circumstances create any
implication that the information herein is correct as of any time subsequent to
the date of the prospectus.

Dealer Prospectus Delivery Obligation

Until ________, _____, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

Our Articles of Incorporation and By-laws do not speak to indemnification of
every person who is or was a director of P--CE or is or was serving at our
request as a director of another corporation of which we are or were a
shareholder. However, according to Section 78.7502 of the Nevada Revised
Statutes, our board of directors may determine whether or not to indemnify any
person who is or was an officer, employee, agent, or person working to the
benefit of P--CE against all costs, charges and expenses actually incurred by
him.

In the Management Agreement between Allan Quattrin (the "Consultant") and P--CE
(the "Company"), Article VI includes the following indemnification provisions:

"The Consultant (the "Indemnified Party") shall be indemnified and funded on a
current basis for all losses, damages, legal expenses, and any other expenses or
costs of any nature which may be occasioned by its service with the Company.
Inter alia, this indemnity shall apply to all manner of actions, proceedings, or
prosecutions, whether civil, regulatory, or criminal, to which the Indemnified
Party may be subject due in whole or in part to the Services provided herein or
by virtue of any office held. This indemnity shall apply both during and after
its Term for all matters arising during the Term, and any extension, until any
limitation period has expired in respect to any action which might be
contemplated. The Company shall not refuse coverage for any purpose or reason
and a strict presumption of innocence shall be applied and the Company may only
seek refund of any coverage in the case of finding of fraud or criminal
culpability, after exhaustion of all appeals. The Company shall diligently seek
and support any such court approvals for the within indemnity as the Indemnified
Party may require. The Company shall pay all such retainers and trust
requirements as counsel for the Indemnified Party may require and shall pay all
accounts of counsel as they come due and such accounts shall be rendered in the
name of the Company and, further, should the Company fail to pay any reasonable
account, it shall attorn to all such actions, summary judgments, and garnishing
orders as such counsel may consider fit to enforce and receive payment of its
account. The Company shall not seek to settle or compromise any action without
the approval of the Indemnified Party. The Company warrants it shall employ due
diligence and good faith and seek the best interests of the Indemnified Party as
defendants in any action or prosecution. The Indemnified Party shall permit the
Company to consult with their counsel and to be informed of any matters thereof,
subject only to any requirements for legal privilege purposes. The Company shall
make the Consultant party to all liability insurance policies, to the full
extent permitted by such policies, which may be acquired for the benefit of all
or any of the Board or management."

Other Expenses of Issuance and Distribution.

The following table sets forth our expenses in connection with this registration
statement. All such expenses are estimates, other than the filing fees payable
to the Securities and Exchange Commission.

Filing Fee - Securities and Exchange Commission $ 360.79
Fees and Expenses of accountants and legal counsel $ 62,000.00
Printing Costs $ 1,500.00
State Taxes $ 0
Federal Taxes $ 0
Miscellaneous Expenses $ 500.00
-------------
Total $ 64,360.79

Recent Sales of Unregistered Securities.

Since November 8, 2001, the date of our incorporation, we have issued the
following shares of our common stock for cash rendered to us, absent
registration under the Securities Act of 1933, as amended (the "Securities
Act"). The securities listed below were issued to persons in offshore
transactions which were negotiated outside of the United States or such
securities were issued pursuant to the exemption provided in Section 4(2) of the

Securities Act for transactions by an issuer not involving a public offering or
the exemption provided in Regulation D.

Some of the holders of the shares of our common stock issued below may have
subsequently transferred or disposed of their shares and the list does not
purport to be a current listing of our shareholders.

On July 24, 2002, we issued 4,500,000 shares of common stock to Mr. Allan
Quattrin, Mr. Benjamin Moglin and Mr. Richard Stieler, at a purchase price of
$0.0001 per share for total gross proceeds in cash of $450.00. We believe that
such issuances were exempt from registration as the securities were issued in an
offshore transaction which was negotiated outside of the United States and
consummated outside of the United States.

On July 30, 2002, RAD Laboratories Inc., a Belize company beneficially owned by
Mr. Benjamin Moglin, subscribed for 2,000,000 shares of common stock at a deemed
price of $0.0001 as consideration for the transfer of the intellectual property
rights to the workplace environment technology which is to be used by us in our
development of our workplace environment product. We believe that such issuance
was exempt from registration as the securities were issued in an offshore
transaction which was negotiated outside of the United States and consummated
outside of the United States.

On August 15, 2002, Mr. Allan Quattrin subscribed for 2,000,000 shares of common
stock at a purchase price of $0.0001 per share for total gross proceeds in cash
of $200.00. We believe that such issuance was exempt from registration as the
securities were issued in an offshore transaction which was negotiated outside
of the United States and consummated outside of the United States.

From August 23, 2002 to Mar. 12, 2004, we issued 1,344,131 shares of common
stock to 32 United States residents at prices ranging from $0.0001 per share to
$1.00 per share for total gross proceeds in cash of $157,989.70. We believe that
such issuances were exempt from registration as the securities were issued under
Regulation D Rule 504.

From August 23, 2002 to May 31, 2004, we issued 3,953,171 shares of common stock
to 121 individuals who are non residents of the United States at prices ranging
from $0.0001 per share to $0.50 per share for total gross proceeds in cash of
$1,140,235.60. We believe that such issuances were exempt from registration as
the securities were issued in offshore transactions which were negotiated
outside of the United States and consummated outside of the United States.

The gross proceeds from the sale of all the securities will or have been used
for our general operations.

Exhibits.

Exhibits
3.1* Articles of Incorporation of P--CE Computers, Inc.
3.2* By-laws of P--CE Computers, Inc.
3.3* Articles of Amendment dated December 6, 2001
3.4* Articles of Amendment dated July 9, 2002
5.1 Opinion of Reed & Reed, P.C.
10.1* Management Agreement between P--CE Computers, Inc.
and Allan Quattrin, dated August 1, 2002
10.2* Consulting Agreement between P--CE Computers, Inc.
and Benjamin Moglin, dated November 1, 2003
10.3* Purchase and Sale Agreement between P--CE Computers, Inc.
and PC Frame, Inc., dated March 19, 2004
10.4* Purchase and Sale Agreement between P--CE Computers, Inc.
and PC Frame, Inc., dated March 29, 2004
10.5* Assignment Agreement between Benjamin Moglin, Allan Quattrin,
Richard Stieler and P--CE Computers, Inc., dated April 2004
10.6* Supply Contract entered into between P--CE Computers, Inc.
and True Corporation Public Company Limited, dated August 16, 2004.
10.7 Letter from Allan Quattrin to P--CE Computers, Inc., dated Feb. 7,
2005, confirming non-accrual of compensation owing up to Nov. 30, 2004
23.1 Consent of Accountants
23.2 Consent of Reed & Reed, P.C. (included in Exhibit 5.1)

* Previously filed as exhibits to the Form SB-2 filed on November 2, 2004 and
incorporated by reference.

Undertakings

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) For determining liability under the Securities Act of 1933, treat such
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defence of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

(c) The undersigned registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indio, California, USA, on April 8, 2005.

P--CE COMPUTERS, INC.

Per: /s/ Allan Quattrin
-------------------------
Allan Quattrin, President
CEO, CFO and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

/s/ Bruce Sheppard
- --------------------------
Bruce Sheppard, COO,
Secretary and Director
April 8, 2005

/s/ Allan Quattrin
- --------------------------
Allan Quattrin, President
CEO, CFO and Director
April 8, 2005

EXHIBIT INDEX

Exhibit # Page#
- ------------------ -------

5.1 Opinion of Stepp Law Group 42

10.7 Letter from Allan Quattrin to P--CE Computers, Inc., 45
dated Feb. 7, 2005, confirming non-accrual of
compensation owing up to Nov. 30, 2004

23.1 Consent of Accountants 46