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<font SIZE="2">
<p ALIGN="CENTER">As filed with the Securities and Exchange Commission on
January 27, 2004</p>
<b>
<p ALIGN="RIGHT">Registration No. 333-&#8226 </p>
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</p>
<p ALIGN="CENTER">________________</p>
<p ALIGN="CENTER">FORM S-8<br>
REGISTRATION STATEMENT<br>
UNDER<br>
THE <i>SECURITIES ACT</i> OF 1933<br>
________________</p>
<p ALIGN="CENTER">MICROMEM TECHNOLOGIES INC.<br>
</b></font><font SIZE="1">(Exact name of Registrant as specified in its Charter)</p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="638">
  <tr>
    <td WIDTH="33%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font SIZE="2"><b>
    <p ALIGN="CENTER">Ontario, Canada</b></font></td>
    <td WIDTH="33%" VALIGN="bottom">&nbsp;</td>
    <td WIDTH="33%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font SIZE="2"><b>
    <p ALIGN="CENTER">Not Applicable</b></font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="1">
    <p ALIGN="CENTER">(State or other jurisdiction of incorporation or
    organization)</font></td>
    <td WIDTH="33%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="1">
    <p ALIGN="CENTER">(I.R.S. employer identification no.)</font></td>
  </tr>
</table>
<b><font SIZE="4">
<p ALIGN="CENTER"></p>
</font><font SIZE="2">
<p ALIGN="CENTER">777 Bay Street, Suite 1910, M5G-2E4, Canada<br>
</font></b><font SIZE="1">(Address, including zip code, of principal executive
offices)<br>
</font><b><font SIZE="2">________________<br>
</font><font SIZE="1"><br>
Micromem Technologies Inc. Stock Option Plan<br>
</font></b><font SIZE="1">(Full titles of the plans)<br>
</font><font SIZE="2"><b>________________</p>
<p ALIGN="CENTER">Joseph P. Galda</p>
<p ALIGN="CENTER">Hodgson Russ LLP<br>
One M&amp;T Plaza, Suite 2000<br>
Buffalo, New York 14203-2391 <br>
</b></font><font SIZE="1">(Name and address of agent for service)</p>
</font><font SIZE="2"><b>
<p ALIGN="CENTER">(716) 848-1454<br>
</b></font><font SIZE="1">(Telephone number, including area code, of agent for
service)<br>
</font><font SIZE="2">_________________</p>
<p ALIGN="CENTER">Copy to:<br>
<b>Manoj Pundit<br>
Chitiz Pathak LLP<br>
154 University Avenue, Suite 500<br>
Toronto, Canada M5H 3Y9<br>
(416) 368-0300 ext. 270<br>
<br>
and<br>
<br>
Richard Raymer<br>
Hodgson Russ LLP<br>
150 King Street W.<br>
P.O. Box 30, Suite 2309<br>
Toronto, Ontario<br>
M5H 1J9</p>
<p style='page-break-before:always'>
<p ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</p>
<p ALIGN="CENTER"></p>
</b></font>
<table BORDER="1" CELLSPACING="0" CELLPADDING="0" WIDTH="606" style="border-style: solid">
  <tr>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
    </font><font SIZE="1"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Title of
    Securities</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">to be Registered</b></font></td>
    <td WIDTH="20%" VALIGN="TOP"><font SIZE="1"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Amount</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">to be</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Registered</b></font></td>
    <td WIDTH="18%" VALIGN="TOP"><font SIZE="1"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Proposed Maximum</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Offering Price</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Per Share (US$)</b></font></td>
    <td WIDTH="20%" VALIGN="TOP"><font SIZE="1"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Proposed Maximum</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Aggregate</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Offering Price
    (US$)</b></font></td>
    <td WIDTH="19%" VALIGN="TOP"><font SIZE="1"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Amount of</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">Registration Fee
    (US$)</b></font></td>
  </tr>
  <tr>
    <td WIDTH="24%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY" style="margin-top: 0; margin-bottom: 0">Common Shares</font></td>
    <td WIDTH="20%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">5,300,000 (1)</font></td>
    <td WIDTH="18%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">$0.40 (2)</font></td>
    <td WIDTH="20%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY" style="margin-top: 0; margin-bottom: 0">$ 2,120,000</font></td>
    <td WIDTH="19%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ 171.51</font></td>
  </tr>
</table>
<font SIZE="2"><b>
<p ALIGN="CENTER">&nbsp;</p>
</b>
<p>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Common shares subject to options
granted under the Micromem Technologies Inc. Stock Option Plan dated <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; February 14,
2001 (the Plan&quot;) on July 2, 2003.</p>
<p ALIGN="JUSTIFY">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Estimated solely for
the purpose of calculating the amount of the registration fee and, pursuant to
Rule <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 457(f), based on
the average of the high and low sale prices of the Registrant's common shares,
as reported <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; on the OTC Bulletin
Board on January 23, 2004.</p>
<p ALIGN="center">-2-</p>
<p style='page-break-before:always'><b>
<p ALIGN="CENTER">PART I</p>
<p ALIGN="CENTER">INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS</p>
<p>Item 1.&nbsp;&nbsp;&nbsp;&nbsp; Plan Information.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.</p>
<b>
<p>Item 2.&nbsp;&nbsp;&nbsp;&nbsp; Registrant Information and Employee Plan
Annual Information.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.</p>
<p style='page-break-before:always'><u>
<p>REOFFER PROSPECTUS</p>
</u></font><font SIZE="4">
<p ALIGN="CENTER">MICROMEM TECHNOLOGIES INC.</p>
</font><font SIZE="2">
<p ALIGN="CENTER">_____________________</p>
</font><b><font SIZE="2">
<p ALIGN="CENTER">5,300,000 Common Shares<br>
subject to options granted under the Plan on July 2, 2003
<br>
<br>
</font></b><font SIZE="2">_____________________</p>
<p ALIGN="CENTER"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The shareholders
of Micromem Technologies Inc. (the &quot;Company&quot;) listed on page 12 of this
prospectus are offering up to a total of 5,300,000</font><font SIZE="1"> </font>
<font SIZE="2">common shares under this prospectus. The Company is not offering
or selling any shares under this prospectus and will not receive any of the
proceeds from the sale of the shares offered by these selling shareholders.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The selling
shareholders may sell the shares from time to time on or off the NASD OTC
Bulletin Board at prevailing market prices or at negotiated prices. Sales may be
made through brokers or to dealers, who are expected to receive customary
commissions or discounts.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The enforcement by
investors of civil liabilities under the United States federal securities laws
may be affected adversely by the fact that (i) the Company was constituted under
and is governed by the laws of the Province of Ontario, that some or all of its
directors and officers are or may be residents of Canada (ii) certain of the
experts named herein are or may be residents of Canada, and that (iii) all or
substantial portion of the assets of the Company and said persons are or may be
located outside the United States. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We do not know
when, how or if the selling shareholders intend to sell their common shares
covered by this prospectus or what the price, terms or conditions of any sales
will be. The selling shareholders may sell the shares at various times and in
various types of transactions. See &quot;Plan of Distribution&quot; below. The prices at
which the shares may be sold, any commissions paid in connection with any sale,
may vary from transaction to transaction. We understand that the Securities and
Exchange Commission may, under certain circumstances consider persons reselling
any shares of our common shares and dealers or brokers handling a resale of
shares of our common shares and dealers and brokers handling a resale of shares
of our common stock to be &quot;underwriters&quot; within the meaning of the <i>Securities
Act</i> of 1933.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Our common shares
are listed for trading on the NASD OTC Bulletin Board under the symbol &quot;MMTIF.OB&quot;.
On January<b> </b>23<b>, </b>2004, the last reported sale price for our common
shares was $0.40 per share. </p>
<p ALIGN="CENTER">_____________________</p>
</font><font SIZE="4"><i><b>
<p ALIGN="CENTER">INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN RISKS.<br>
SEE &quot;RISK FACTORS&quot; BEGINNING ON PAGE 4.<br>
</b></i></font><font SIZE="2">_____________________</p>
<b>
<p ALIGN="CENTER">Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.</p>
</b>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">This prospectus is dated January&nbsp;27, 2004.</p>
<p style='page-break-before:always'>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">TABLE OF CONTENTS</p>
<table border="0" width="672" id="AutoNumber1" cellspacing="0" cellpadding="4">
  <tr>
    <td width="626"><font SIZE="2">Cautionary Statement Regarding
    Forward-Looking Statements </font></td>
    <td width="48" align="center" valign="top"><font size="2">2</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Where You Can Find More Information </font>
    </td>
    <td width="48" align="center" valign="top"><font size="2">3</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Risk Factors </font></td>
    <td width="48" align="center" valign="top"><font size="2">4</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Selected Balance Sheet Information </font>
    </td>
    <td width="48" align="center" valign="top"><font size="2">8</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Selected Statement of Operations and Deficit
    Information </font></td>
    <td width="48" align="center" valign="top"><font size="2">8</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Statement of Capitalization and Indebtedness</font></td>
    <td width="48" align="center" valign="top"><font size="2">9</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Recent Developments </font></td>
    <td width="48" align="center" valign="top"><font size="2">9</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">About the Company </font></td>
    <td width="48" align="center" valign="top"><font size="2">10</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Price Range of Common Shares of the Company
    </font></td>
    <td width="48" align="center" valign="top"><font size="2">11</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Selling Shareholders </font></td>
    <td width="48" align="center" valign="top"><font size="2">11</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Use of Proceeds </font></td>
    <td width="48" align="center" valign="top"><font size="2">15</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Legal Matters </font></td>
    <td width="48" align="center" valign="top"><font size="2">15</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Plan of Distribution </font></td>
    <td width="48" align="center" valign="top"><font size="2">15</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Experts </font></td>
    <td width="48" align="center" valign="top"><font size="2">16</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Disclosure of Commission Position on
    Indemnification For <i>Securities Act</i> Liabilities</font></td>
    <td width="48" align="center" valign="top"><font size="2">16</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Signatures </font></td>
    <td width="48" align="center" valign="top"><font size="2">22</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Power of Attorney </font></td>
    <td width="48" align="center" valign="top"><font size="2">23</font></td>
  </tr>
  <tr>
    <td width="626"><font SIZE="2">Exhibit Index </font></td>
    <td width="48" align="center" valign="top"><font size="2">25</font></td>
  </tr>
</table>
<b>
<p ALIGN="CENTER">CAUTIONARY STATEMENT<br>
REGARDING FORWARD-LOOKING STATEMENTS</p>
</b>
<p ALIGN="CENTER"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This prospectus
contains a number of forward-looking statements within the meaning of Section
27A<b> </b>of the <i>Securities Act</i> of 1933, as amended (the &quot;<i>Securities
Act</i>&quot;), and Section 21E of the <i>Securities Exchange Act</i> of 1934, as
amended (the &quot;<i>Exchange Act</i>&quot;). Specifically, all statements other than
statements of historical facts included in this prospectus, or incorporated
herein by reference, regarding our financial position, business strategy and
plans, and objectives of management for future operations are forward-looking
statements. These forward-looking statements are based on the beliefs of
management, as well as assumptions made by and information currently available
to management. When used in this prospectus, including the information
incorporated by reference, the words anticipate, believe, estimate, expect, may,
will, continue, intend and plan and words or phrases of similar import, as they
relate to our financial position, business strategy and plans, or objectives of
management for future operations, are intended to identify forward-looking
statements. These cautionary statements reflect our current view regarding
future events and are subject to risks, uncertainties and assumptions related to
various factors which include, but may not be limited to, those listed under the
heading &quot;Risk Factors&quot; and other cautionary statements in this prospectus and in
the information incorporated herein by reference.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Although we
believe that our expectations are reasonable, we cannot assure you that our
expectations will prove to be correct. Should any one or more of the risks or
uncertainties we describe materialize, or should any of our underlying
assumptions prove incorrect, actual results may vary materially from those
described in this prospectus as being anticipated, believed, estimated,
expected, intended or planned. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements.</p>
<p ALIGN="center">2</p>
<p style='page-break-before:always'><b>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">WHERE YOU CAN FIND MORE INFORMATION</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This prospectus is
part of a registration statement on Form S-8 filed by us with the Securities and
Exchange Commission (the &quot;Commission&quot;) under the <i>Securities Act</i>. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules to the registration statement, to which
reference is made for further information. Statements contained in this
prospectus concerning the contents of any contract or other document referred to
are not necessarily complete and in each instance we refer you to the copy of
the contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We are subject to
the information requirements of the <i>Exchange Act</i>, and in accordance
therewith, file reports and other information with the Commission. As a foreign
private issuer under the Securities Act, such reports
and other information may, in certain instances, be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the
United States. We are exempt from the rules under the <i>Exchange Act</i>
prescribing the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the <i>
Exchange Act</i>. Our Commission filings are available to the public through the
Commission's &quot;EDGAR&quot; (Electronic Data Gathering, Analysis and Retrieval System),
available on the Commission's website (http://www.sec.gov). You may also read
and copy any document we file at the Commission's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference room. You can
also review copies of this information and registration system </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Commission
allows us to &quot;incorporate by reference&quot; the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by
reference:</p>
<ul>
  <li>our annual report on Form 20-F for the fiscal year ended October 31, 2002;</li>
</ul>
<dir>
  <li>
  <p ALIGN="JUSTIFY">the description of our common shares, which is contained
  under the heading &quot;Description of Securities to Be Registered&quot; in the
  prospectus that is part of our Registration Statement on Form 20-F filed
  pursuant to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and
  any amendment or report filed for the purpose of updating such description;<br>
&nbsp;</li>
  <li>
  <p ALIGN="JUSTIFY">any Form 6-K subsequently filed with the SEC which is
  identified by us as being incorporated by reference into this prospectus; and<br>
&nbsp;</li>
  <li>
  <p ALIGN="JUSTIFY">any other report filed by us pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
  prospectus and prior to the termination of the offering made under this
  prospectus.</li>
</dir>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We will furnish to
any person, including any beneficial owner, to whom this prospectus is
delivered, without charge, a copy of any information incorporated by reference
into this prospectus but not delivered with the prospectus, upon written or oral
request. Requests for such information shall be made to the attention of Mr.
Joseph Fuda, C.E.O., either by writing to him at Micromem Technologies Inc., 777
Bay Street Suite 1910, Toronto, Ontario M5G&nbsp;2E4, Canada, or by calling him at
(416) 364-6513.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="CENTER">3</p>
<p style='page-break-before:always'><b>
<p ALIGN="CENTER">RISK FACTORS</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">
To understand
this offering fully, you should read the entire prospectus carefully, including
&quot;Risk Factors&quot; below. In addition, you should also read the documents referred
to in &quot;Where You Can Find More Information&quot; on page 3 for more information about
our company and our financial statements. Investing in our common shares
involves various risks. You should carefully consider the following risk factors
and other information in this prospectus before deciding to invest in our common
shares.</p>
</b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">The Company and the Company's investors face a number of
significant risks, certain of which are described below.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i><b>Going
Concern</p>
</b></i>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There is
substantial doubt about the Company's ability to continue as a going concern
because of the substantial losses incurred in the development state. In addition
the Company is still in the development state and it will be necessary to raise
additional funds for the continuing development, testing and commercial
exploitation of its technologies. The sources of these funds have not yet been
identified and there can be no certainty that sources will be available in the
future. As such, the realization of the Company's assets and discharge of its
liabilities is subject to significant uncertainty.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
ability to continue as a going concern is dependent upon completing the
development of its technology for a particular application, achieving profitable
operations, obtaining additional financing and successfully bringing its
technologies to the market. The outcome of these matters cannot be predicted at
this time. The consolidated financial statements have been prepared on a going
concern basis and do not include any adjustments to the amounts and
classifications of the assets and liabilities that might be necessary should the
Company be unable to continue in business.</p>
<p ALIGN="JUSTIFY"></p>
<b><i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company
Currently Has No Operating Revenue</p>
</i>
<p ALIGN="JUSTIFY"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has no
revenues and it does not expect to generate revenues in the near future. If the
Company fails to enter into any license agreements it will have no revenues and
even if it enters into such agreements the amount of the revenues it receives
will depend on the terms it is able to get from each licensee and the ability of
each licensee to compete in its particular market.</p>
<p ALIGN="JUSTIFY"></p>
<i><b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
Technology is under Development</p>
</b></i>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
technology is currently under development and is therefore not yet proven to be
commercially viable. In order that the Company may be able to procure revenue
generating licensing arrangements, significant development work remains to be
completed.</p>
<p ALIGN="JUSTIFY"></p>
<b><i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Products Using the
Technology Have Not Yet Been Manufactured </p>
</i>
<p ALIGN="JUSTIFY"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
success depends on whether its technology can be manufactured in large
quantities at competitive prices. Failure to be able to manufacture large
quantities at competitive prices will seriously hurt the Company's ability to
generate revenues.</p>
<p ALIGN="JUSTIFY"></p>
<i><b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Competitors are
seeking to develop Other Magnetic based Memory Technologies</p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Most of the major
producers of memory components and devices are reported to be conducting
research directed towards the development of other non-volatile random access
memory technologies. While information concerning such research is difficult to
obtain, reports indicate that very large sums of money are being spent and that
major companies such as IBM, Motorola and Honeywell, that have enormous
resources at their disposal, are involved.</p>
<p ALIGN="center">4</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be
materially affected by aggressive competition<i><b> </b></i>as the memory and
data storage industry is highly competitive, and customers make their decisions
based on a number of competitive factors, including the following: </p>
<dir>
  <dir>
    <p>&#8226 Functionality <br>
    &#8226 Technology <br>
    &#8226 Performance <br>
    &#8226 Reliability <br>
    &#8226 System scalability <br>
    &#8226 Price <br>
    &#8226 Quality <br>
    &#8226 Product availability <br>
    &#8226 Customer service <br>
    &#8226 Brand recognition </p>
  </dir>
</dir>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company must
address each of these factors effectively in order to successfully compete. If
the Company is unable to adapt its products and services to changes in these
competitive factors, it may never gain market share. </p>
<p ALIGN="JUSTIFY"></p>
<b><i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Failure To Receive
Continued Financing Will Cause the Business to Suffer</p>
</i>
<p ALIGN="JUSTIFY"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Since the Company
expects no revenues in the near future, the Company will need additional
financing to continue the research and development and to successfully market
the technology to potential licensees. While the Company has had sufficient
funds thus far to meet its requirements, there is no assurance it will be able
to continue to do so, and failure to raise sufficient funds in the future will
affect its ability to develop and market the technology.</p>
<b>
<p ALIGN="JUSTIFY"></p>
<i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Because Much of
the Company's Success and Value Depends On Its Ownership and Use of Intellectual
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Property, the Company's Failure to
Protect That Property Could Adversely Affect Its Future Growth and Success</p>
<dir>
  <dir>
    </i>
    <p ALIGN="JUSTIFY"></p>
  </dir>
</dir>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
success will depend on its ability to protect its intellectual property. The
Company relies primarily on patent, copyright, trademark and trade secret laws,
as well as nondisclosure agreements and other methods to protect its proprietary
technologies and processes. Despite its efforts to protect its proprietary
technologies and processes, unauthorized parties may attempt to copy or
otherwise obtain and use its products or technology without authorization,
develop similar technology independently or design around its patents. Policing
unauthorized use of the Company's products is expensive and difficult, and the
Company cannot be certain that the steps it has taken will prevent
misappropriation or infringement of its intellectual property.</p>
<p ALIGN="JUSTIFY"></p>
<b><i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Intellectual
Property Claims Against the Company, No Matter How Groundless, Could Cause Its
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Business To Suffer</p>
<dir>
  <dir>
    </i>
    <p ALIGN="JUSTIFY"></p>
  </dir>
</dir>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
future success and competitive position depend in part on its ability to retain
exclusive rights to its technology, including any improvements that may be made
on that technology from time to time by the Company or on its behalf. While the
technology is patented or subject to pending patent applications in the U.S.A.
and the Company knows of no challenge that has been made either against the
technology or against the Company's rights to it, and has no reason to believe
that any such challenge might be made or that the grounds for any such challenge
exist, if any intellectual property litigation were to be commenced against the
Company, no matter how groundless, the result would be significant expense,
adversely affecting further development, licensing and sales, and diverting the
efforts of its technical and management personnel and, in the event of an
adverse outcome, substantial damages and possible restrictions on the further
development licensing and use of the technology.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There is no
assurance that any of the pending applications will be issued as patents or that
any issued patent will not be determined to be invalid at a later date.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="center">5</p>
<p style='page-break-before:always'><b><i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No Foreseeable
Dividends</p>
</i></b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has
never paid a dividend on its securities. The Company does not anticipate paying
dividends in the foreseeable future.</p>
<p ALIGN="JUSTIFY"></p>
<i><b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Issuance of
Additional Securities and Dilution</p>
</b></i>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The board of
directors of the Company has the authority to issue additional Common Shares or
other securities of the Company without the prior consent or vote of the
Company's shareholders. The issuance of additional Common Shares may have the
effect of diluting the proportionate equity interest and voting power of holders
of Shares.</p>
<b>
<p ALIGN="JUSTIFY"></p>
<i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Dependence on Key
Personnel</p>
</i></b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The senior
managers and employees of the Company are Salvatore Fuda, who serves as the
Chairman and Joseph Fuda, who serves as the Chief Financial Officer. Dr. Harry
Ruda, and a number of researchers forming the team that he oversees, are key
technical personnel, engaged pursuant to a research collaboration agreement
between the Company and the University of Toronto. The Company's success will
depend on its ability to retain certain of its senior management and key
technical personnel. It will also depend, to a large extent, on its ability to
attract and retain additional highly skilled personnel in the future. </p>
<p ALIGN="JUSTIFY"></p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be materially
affected by global economic and political conditions </p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
ability to generate revenue may be adversely affected by the slowdown in the
global economy as companies delayed their purchase decisions, reduced their
technology spending budgets, increased their purchase authorization approval
requirements, and reduced their capital expenditures by maximizing the current
capacities of their data storage equipment. The Company does not currently
anticipate any significant improvement in technology spending during 2003 and
2004. During 2002 and 2003, the Company implemented various cost-saving measures
to help mitigate the adverse effects of the slowdown in the global economy. The
Company cannot provide any assurance that a prolonged economic downturn,
particularly as it affects the technology sector, will not have additional
adverse effects on the Company's financial condition, results of operations, or
our ability to generate revenue. Furthermore, the Company cannot provide any
assurance that our cost-saving measures will be successful or sufficient to
allow the Company to commence generating revenues in future periods because
revenues will be dependent, among other things, upon on completion of the
development of the Company's technologies and procuring of revenue generating
contracts. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
financial condition and results of operations could also be materially affected
by unstable global political conditions. Terrorist attacks or acts of war could
significantly disrupt the Company's operations and the operations of the
Company's future customers, suppliers, distributors, or resellers. The Company
cannot predict the potential impact on its financial condition or results of
operations should such events occur. </p>
<p ALIGN="JUSTIFY"></p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be materially
affected by rapid technological change and evolving industry standards </p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Short product life
cycles are inherent in high-technology industries due to rapid technological
change and evolving industry standards. The Company's future financial condition
and results of operations depend on its ability to respond effectively to these
changes. The Company cannot provide any assurance that it will be able to
successfully develop, manufacture, and market innovative new products or adapt
its current products to new technologies or new industry standards. In addition,
customers may be reluctant to adopt new technologies and standards, or they may
prefer competing technologies and standards. Because the technology market
changes so rapidly it is difficult to predict the rate adoption of its
ferromagnetic memory technology.</p>
<p ALIGN="center">6</p>
<p style='page-break-before:always'><i><b>
<p><a NAME="S1page_dm1291_1_21"></a></p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be materially
affected by risks associated with new product development </p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; New product
research and development is complex and requires the investigation and
evaluation of multiple alternatives, as well as planning the design and
manufacture of those alternatives selected for further development. Research and
development efforts could be adversely affected by any of the following: </p>
<dir>
  <dir>
    <p>&#8226 Hardware and software design flaws <br>
    &#8226 Product development delays <br>
    &#8226 Changes in data storage technology <br>
    &#8226 Changes in operating systems <br>
    &#8226 Changes in industry standards </p>
  </dir>
</dir>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Manufacturing new
products involves integrating complex designs and processes, coordinating with
suppliers for parts and components, and managing manufacturing capacities to
accommodate forecasted demand. Failure to obtain sufficient quantities of parts
and components, as well as other manufacturing delays or constraints, could
adversely affect the timing of new product introductions. The Company has
experienced product development delays in the past that adversely affected its
financial position. </p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be materially
affected by the risks associated with developing and protecting intellectual
property </p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company
depends on its ability to develop new intellectual property that does not
infringe on the rights of others. The Company cannot provide any assurance that
it will be able to continue to develop such new intellectual property. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company relies
on a combination of U.S. patent, copyright, trademark, and trade secret laws to
protect its intellectual property rights. The Company enters into
confidentiality agreements relating to its intellectual property with its
employees and consultants. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Due to financial
constraints, the Company has determined not to file patent and trademark
registration applications with foreign governments; this may expose us and our
technologies to infringement in foreign jurisdictions. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Despite all of the
Company's efforts to protect its intellectual property rights, unauthorized
parties may attempt to copy or otherwise obtain or use its intellectual
property. Monitoring the unauthorized use of the Company's intellectual property
is difficult, particularly in foreign countries. The Company cannot provide any
assurance that it will be able to adequately protect its intellectual property.
</p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company may be materially
affected if it is unable to attract, retain, and motivate key employees </p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's
future success depends in large part on its ability to attract, retain, and
motivate its key employees. The Company faces significant competition for
individuals who possess the skills required to design, develop, manufacture, and
market the Company's technologies. An inability to successfully attract, retain,
and motivate these employees in the future could have an adverse effect on the
Company's future financial condition and results of operations.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i><b>Volatility
of Common Share Price and Volume</p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Shareholders of
Micromem may be unable to sell significant numbers of common shares of the
Company on the NASD OTC-BB (where the common shares are currently traded)
without a significant reduction in the price of the shares, if at all.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Furthermore, there
can be no assurance that the Company will be able to meet the listing
requirements of, or achieve listing on, any other stock exchange. The market
price of the common shares of the Company may be affected significantly by
factors such as fluctuations in the Company's operating results, announcements
of technological innovations or new products by the Company or its competitors,
action by governmental agencies against the Company or the industry in general,
developments with respect to patents or proprietary rights, public concern as to
the safety of products developed by the Company or others, the interest of
investors, traders and others </p>
<p ALIGN="center">7</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">in public companies such as the Company and general market
conditions. In recent years, the securities markets in the United States and
Canada have experienced a high level of price and volume volatility, and the
market price of securities of many companies, particularly small capitalization
companies, have experienced fluctuations which have not necessarily been related
to the operating performances, underlying asset values or prospects of such
companies.</p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Foreign Exchange Risks</p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Because we have
historically raised funding in U.S. dollars, and our costs are denominated in
Canadian dollars we may be subject to foreign exchange risks. A decrease in the
value of either of the U.S. dollar relative to the Canadian dollar could affect
our burn rates and potential profitability. We do not currently hold forward
exchange contracts or other hedging instruments to exchange foreign currencies
for U.S. dollars to offset currency rate fluctuations.</p>
<i><b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Trading Activity in our Stock may
be Reduced</p>
</b></i>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Broker-dealer
practices in connection with transactions in &quot;penny stocks&quot; are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks, like shares of our common stock, generally are equity securities with a
price of less than $5.00 (other than securities registered on some national
securities exchanges or quoted on Nasdaq). The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and &quot;accredited investors&quot; must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
</p>
<b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;</p>
<p ALIGN="CENTER">SELECTED BALANCE SHEET INFORMATION</p>
</b></font>
<p ALIGN="RIGHT"></p>
<table CELLSPACING="0" CELLPADDING="3" WIDTH="588">
  <tr>
    <td VALIGN="TOP" COLSPAN="9" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">As at,</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">July 31, <br>
    2003 </font></td>
    <td WIDTH="9%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">April 30,<br>
&nbsp;2003</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">January 31, 2003</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">October 31, <br>
    2002</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">October 31, <br>
    2001</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">October 31, 2000</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">October 31,<br>
&nbsp;1999</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">October 31, 1998</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">Working
    capital (deficiency)</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 268,818</font></td>
    <td WIDTH="9%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 381,222</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 822,026</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 985,551</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 3,455,108</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$1,076,127</font></td>
    <td WIDTH="11%" VALIGN="TOP">
    <p align="right"><font FACE="Arial Narrow" SIZE="1">$(3,173,096)</font></td>
    <td WIDTH="10%" VALIGN="TOP">
    <p align="right"><font FACE="Arial Narrow" SIZE="1">$(516,425)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="JUSTIFY">Capital Assets</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">8,006</font></td>
    <td WIDTH="9%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">9,554</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">81,558</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">98,654</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">336,839</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">381,125</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">55,097</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">15,334</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="JUSTIFY">Total Assets</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">691,832</font></td>
    <td WIDTH="9%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">860,272</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,273,538</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,583,422</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">14,454,470</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">2,219,987</font></td>
    <td WIDTH="11%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">585,327</font></td>
    <td WIDTH="10%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">164,020</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">Shareholder's equity (deficiency)</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">589,835</font></td>
    <td WIDTH="9%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">702,563</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,218,481</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,391,903</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">14,124,918</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,684,775</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="right">(3,095,695)</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">(500,991)</font></td>
  </tr>
</table>
<p></p>
<font FACE="Arial Narrow" SIZE="2">
<p>&nbsp;</p>
</font><font SIZE="2"><b>
<p ALIGN="CENTER">SELECTED STATEMENT OF OPERATIONS AND DEFICIT INFORMATION</p>
</b></font>
<table CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="3" WIDTH="612">
  <tr>
    <td WIDTH="17%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="32%" VALIGN="TOP" COLSPAN="3" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">For the three month periods ended,</font></td>
    <td WIDTH="51%" VALIGN="TOP" COLSPAN="5" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">For the years ended October 31,</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">July 31, 2003 </font></td>
    <td WIDTH="12%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">April 30,<br>
    2003</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">January 31, 2003</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">2002</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">2001</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">2000</font></td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">1999</font></td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="CENTER">1998</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <a NAME="OLE_LINK1"></a><a NAME="OLE_LINK3">Interest &amp; other income</a></font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 640</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 201,135</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 15,311</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 165,892</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 196,520</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 140,231</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 1,303</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">$ 2,571</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">Research and development</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">18,131</font></td>
    <td WIDTH="12%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">545,925</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">55,057</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,601,624</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">2,212,679</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,205,777</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">455,288</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">50,000</font></td>
  </tr>
</table>
<p align="center"><font size="2">8</font></p>
<p style='page-break-before:always'>
<table CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="3" WIDTH="612" id="AutoNumber2">
  <tr>
    <td WIDTH="17%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="12%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="11%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
    <td WIDTH="10%" VALIGN="TOP" style="border-bottom: 1px solid #000000">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">General and
    administrative expenses</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">95,237</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">171,127</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">133,676</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">1,332,820</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">2,513,252</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">6,168,810</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">4,753,802</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">452,313</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">Write-down
    of royalty rights</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">10,000,000</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">Loss before
    income taxes</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">112,728</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">515,917</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">173,422</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">12,768,552</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">4,529,411</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">7,234,356</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">5,207,787</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">499,742</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">Provision
    for income taxes (recovery)</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">(35,537)</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">30,214</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">25,000</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">-</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="JUSTIFY">Net loss</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">112,728</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">515,917</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">173,422</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">12,733,015</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">4,559,625</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">7,259,356</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">5,207,787</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">499,742</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="JUSTIFY">Loss per share-basic &amp; diluted</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT">0.00</font></td>
    <td WIDTH="12%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.01</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.00</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.27</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.10</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.19</font></td>
    <td WIDTH="11%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.14</font></td>
    <td WIDTH="10%" VALIGN="bottom"><font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">0.02</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">Weighted average number of basic and
    diluted shares</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">46,700,937</font></td>
    <td WIDTH="12%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">46,700,937</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">46,700,937</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">46,396,799</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">44,163,669</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">38,763,920</font></td>
    <td WIDTH="11%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">36,213,319</font></td>
    <td WIDTH="10%" VALIGN="bottom" style="border-bottom: 1px solid #000000">
    <font FACE="Arial Narrow" SIZE="1">
    <p ALIGN="RIGHT"></p>
    <p ALIGN="RIGHT">32,120,676</font></td>
  </tr>
</table>
<font SIZE="2"><b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">STATEMENT OF CAPITALIZATION AND INDEBTEDNESS</p>
</b>
<p ALIGN="JUSTIFY">The following table sets forth the consolidated debt and
capitalization of the Company as at July 31, 2003 and October 31, 2002.</p>
</font>
<p ALIGN="CENTER"></p>
<center>
<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="576">
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2"><u><b>
    <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
    <p style="margin-top: 0; margin-bottom: 0">Designation of Security</b></u></font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">As at July 31,
    2003</p>
    <u>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">(unaudited)</u></b></font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2"><b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">As at October 31,
    2002</p>
    <u>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">(audited)</p>
    </u></b>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0"></font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
    <p style="margin-top: 0; margin-bottom: 0">Debt</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0"></p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0"></p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-left: 10; margin-top: 0; margin-bottom: 0">Long-term debt</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-left: 10; margin-top: 0; margin-bottom: 0">Obligations
    under capital leases</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Total Debt</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Shareholders' Equity</p>
    <p style="margin-left: 10; margin-top: 0; margin-bottom: 0">Share Capital</p>
    <p style="margin-left: 10; margin-top: 0; margin-bottom: 0">Common Shares</p>
    <p style="margin-left: 10; margin-top: 0; margin-bottom: 0">(authorized-
    unlimited)</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0"></p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">$31,073,787 </p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">46,700,937 shares</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0"></p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">$31,073,787 </p>
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">46,700,937 shares</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Contributed surplus</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ 578,891</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ 578,891</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Deferred share compensation</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">-</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Deficit accumulated during the
    development stage</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ (31,062,843)</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ (30,260,775)</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">Total Shareholders' Equity</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="CENTER" style="margin-top: 0; margin-bottom: 0">$ 589,835</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ 1,391,903</font></td>
  </tr>
  <tr>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">TOTAL CAPITALIZATION</font></td>
    <td WIDTH="33%" VALIGN="TOP"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0" align="center">$ 589,835</font></td>
    <td WIDTH="33%" VALIGN="TOP" align="center"><font SIZE="2">
    <p style="margin-top: 0; margin-bottom: 0">$ 1,391,903</font></td>
  </tr>
</table>
</center>
<p></p>
<font SIZE="2"><b>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">RECENT DEVELOPMENTS</p>
<p ALIGN="JUSTIFY"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On March 1, 2003,
the Company entered into an Equipment Transfer Agreement with the University of
Toronto. Under the terms of this agreement, the Company conveyed equipment
having an estimated value of $297,600 to the University for incorporation into
the University's magnetic memory facility for the research and development and
fabrication of magnetic memory. </p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On May 15, 2003,
the Company entered into a Collaborative Research Agreement with Communications
and Information Technology Ontario (&quot;CITO&quot;), the University of Toronto and Dr.
Harry Ruda, Professor of Physics at the University of Toronto. Under the terms
of the agreement, over a period of two years the Company is required to
contribute $92,000 and $97,600 of in-kind contribution and, CITO is required to
contribute $308,000 for research </p>
<p ALIGN="center">9</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">into &quot;High Density Magnetic Memory Device Development&quot;. In
consideration of such contribution, CITO shall receive a royalty based on
revenues received from the sale of products incorporating intellectual property
developed under this collaboration agreement for the remaining life of patents
issued in connection with such intellectual property. </p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On November 1,
2002, the Company entered into an Infrastructure Agreement with the University
of Toronto to fund the assembly of a facility for research and development and
fabrication of Magnetic Memory. Under the terms of the agreement, the Company
has paid $360,000 to the University of Toronto.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On November 13,
2003, the Company entered into a second 2-year research collaboration agreement
(&quot;Second U of T Research Agreement&quot;) with Materials and Manufacturing Ontario (&quot;MMO&quot;)
and the University of Toronto. Through the collaboration, the Company has
continued its involvement in the research and development of magnetic memory
technology, carried out by a highly skilled research team headed and assembled
by Dr. Harry Ruda. Under the agreement, which has a term of two years, the
Company has committed to providing $81,000 per year in cash and $44,400 per year
of in kind contributions and MMO has committed to providing (Cdn.) $85,000 in
cash. The combined cash contributions of the Company and MMO, (Cdn.) $332,000,
will be used to cover the operating expenses of the research collaboration over
a term of two years. MMO's funding of $170,000 (or $85,000 per year) will be
paid directly to the University of Toronto and therefore is not reflected in the
Company's financial statements. Under the agreement, the Company maintains its
ownership of its portfolio of patents and intellectual property that was
developed prior to or outside the scope of the agreement.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In August 2003,
the Company completed Unit private placements to two Canadian private investors
pursuant to prospectus and registration exemptions set forth in applicable
securities laws. Under the private placements, the Company received (US)
$162,500 as subscription proceeds for the sale and issue of 2,031,250 Units.
Each Unit consists of one Common Share and one Series A Warrant. Each Series A
Warrant entitles the holder to purchase one Common Share and one Series B
Warrant for (US) $0.08 until expiry 12 months from the date of issue. Each
Series B Warrant entitles the holder to purchase one additional Common Share for
(US) $0.08 until expiry 12 months from the date of issue.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In December 2003,
the Company completed Unit private placements to two Canadian private investors
pursuant to prospectus and registration exemptions set forth in applicable
securities laws. Under the private placements, the Company received (US) $33,000
as subscription proceeds for the sale and issue of 300,000 Units. Each Unit
consists of one Common Share and one Series A Warrant. Each Series A Warrant
entitles the holder to purchase one Common Share and one Series B Warrant for
(US) $0.11 until expiry 12 months from the date of issue. Each Series B Warrant
entitles the holder to purchase one additional Common Share for (US) $0.11 until
expiry 12 months from the date of issue. </p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In December 2003,
the Company also completed a Unit private placement to one Canadian private
investor pursuant to prospectus and registration exemptions set forth in
applicable securities laws. Under the private placement, the Company received
(US) $40,000 as subscription proceeds for the sale and issue of 500,000 Units.
Each Unit consists of one Common Share and one Series A Warrant. Each Series A
Warrant entitles the holder to purchase one Common Share and one Series B
Warrant for (US) $0.08 until expiry 12 months from the date of issue. Each
Series B Warrant entitles the holder to purchase one additional Common Share for
(US) $0.08 until expiry 12 months from the date of issue. </p>
<p ALIGN="JUSTIFY"></p>
<p>&nbsp;</p>
<b>
<p ALIGN="CENTER">ABOUT THE COMPANY</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has
been pursuing the development of its two unique memory technologies
(collectively, the &quot;Company's Technology&quot;): (i) a memory design with the
magnetic bit aligned horizontally to the substrate (known as &quot;HEMRAM&#8482
&quot;); and (ii) a memory design with the magnetic bit aligned vertically to the
substrate</p>
<p ALIGN="JUSTIFY">______________________<br>
<sup>1</sup>HEMRAM&#8482 is a trade-mark of Memtech International Inc., a
Bahamas corporation wholly-owned by the Company, used under license by the
Company and other corporations affiliated with the Company.</p>
<p ALIGN="center">10</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">&nbsp;(&quot;VEMRAM&#8482 &quot;). The Company
has a portfolio of patents and patent applications protecting the technologies
that it is developing.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We were incorporated under the laws of the Province of
Ontario, Canada, on October 21, 1985 as Mine Lake Minerals Inc. We subsequently
changed our name to Avanti Capital Corp. on June 23, 1988 and to AvantiCorp
International Inc. on April&nbsp;30, 1992 before becoming Micromem Technologies Inc.
on January&nbsp;14, 1999 in connection with our acquisition of Pageant Technologies
Incorporated. Our principal executive offices are located at 777 Bay Street
Suite 1910, Toronto, Ontario M5G&nbsp;2E4, Canada, or by calling him at (416)
364-6513.</p>
<b>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">PRICE RANGE OF COMMON SHARES OF THE COMPANY </p>
<p ALIGN="CENTER"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The following table provides the price range of the common
shares for the periods indicated, including the previous six calendar months,
the most recent eight quarterly periods, and each calendar year that the common
shares have been publicly traded.</p>
<table border="0" width="672" id="AutoNumber3" cellspacing="0" cellpadding="0">
  <tr>
    <td width="256" valign="middle" align="center" style="border-bottom: 1px solid #000000">
            <p ALIGN="JUSTIFY">
<font SIZE="2"><b>
            Period
            </b> </font></p>
            </td>
    <td width="201" valign="middle" align="center" style="border-bottom: 1px solid #000000">
<font SIZE="2"><b>
            High ($)
            </b> </font></td>
    <td width="272" valign="middle" align="center" style="border-bottom: 1px solid #000000">
<font SIZE="2"><b>
            Low ($)</b></font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Dec 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.23 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.15</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Nov. 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.22 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.13</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Oct. 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.18 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.08</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Sep. 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.22 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.13</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Aug. 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.23 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.11</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jul. 2003 </font> </p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.26 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.07 </font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY"></p>
            </td>
    <td width="201" align="center">&nbsp;</td>
    <td width="272" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">4th Qtr 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.23 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.08</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">3<sup>rd</sup> Qtr 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.26 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.07</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">2nd Qtr 2003</font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">&nbsp;0.31 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.05</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">1st Qtr 2003 </font> </p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.36 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.09 </font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">4th Qtr 2002 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.17 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.05</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">3<sup>rd</sup> Qtr 2002 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.60 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.11</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">2nd Qtr 2002 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">1.21 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.43</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">1st Qtr 2002 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">2.50 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.83</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY"></p>
            </td>
    <td width="201" align="center">&nbsp;</td>
    <td width="272" align="center">&nbsp;</td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jan 1 - Dec. 31, 2003 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">0.31 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.05</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jan 1 - Dec. 31, 2002 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">1.77 </font></td>
    <td width="272" align="center">
<font SIZE="2">0.05</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jan 3 - Dec. 31, 2001 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">5.28 </font></td>
    <td width="272" align="center">
<font SIZE="2">1.28</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jan. 3 - Dec. 31, 2000 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">25.13</font></td>
    <td width="272" align="center">
<font SIZE="2">1.69</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Jan. 4 - Dec. 31, 1999 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">8.44 </font></td>
    <td width="272" align="center">
<font SIZE="2">2.00</font></td>
  </tr>
  <tr>
    <td width="256">
            <p ALIGN="JUSTIFY">
<font SIZE="2">Apr. 1 - Dec. 31 1998 </font></p>
            </td>
    <td width="201" align="center">
<font SIZE="2">6.19</font></td>
    <td width="272" align="center">
<font SIZE="2">0.19</font></td>
  </tr>
</table>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            <b>
            <p ALIGN="CENTER"></p>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<p ALIGN="CENTER">SELLING SHAREHOLDERS</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The selling shareholders are eligible to offer and sell up to
a total of </font><font SIZE="1">5,300,000<b> </b></font><font SIZE="2">common
shares under this prospectus. The following table sets forth:</p>
<ul>
  <li>
          <p ALIGN="JUSTIFY">the name, position and/or title, and municipality
          of residence of each selling shareholder;<br>
&nbsp;</p>
          </li>
  <li>
          <p ALIGN="JUSTIFY">the number of common shares beneficially owned by
          each selling shareholder as of the date of this prospectus, assuming
          exercise of all outstanding options;<br>
&nbsp;</p>
          </li>
  <li>
          <p ALIGN="justify">the maximum number of common shares that may be
          offered by each selling shareholder under this prospectus; and<br>
          <br>
</p>

          <p ALIGN="center">11</p><p style='page-break-before:always'>
          <p ALIGN="center">&nbsp;</p>
          </li>
  <li>
          <p ALIGN="JUSTIFY">the number of common shares that would be owned
          by each selling shareholder after the completion of the offering if
          such selling shareholder were to offer and sell all of the common
          shares such selling shareholder is eligible to offer and sell.</p>
        </li>
</ul>
<p ALIGN="JUSTIFY">The information set forth in the table below is based on
49,532,187 common shares outstanding as of January, 23<b> </b>2004, which
includes all of the shares the selling shareholders are eligible to offer under
this prospectus and assumes the exercise of all stock options outstanding as of
the date of this prospectus. All information with respect to share ownership has
been provided by the selling shareholders. The shares covered by this prospectus
may be offered by the selling shareholders or their transferees from time to
time, in whole or in part. </p>
<p ALIGN="JUSTIFY"></p>
</font>
<table BORDER="1" CELLSPACING="0" CELLPADDING="0" WIDTH="638" style="border-style: solid; padding-left: 4; padding-right: 4; padding-top: 1; padding-bottom: 1" bordercolor="#000000">
  <tr>
    <td rowspan="2" valign="bottom">
    <p style="margin-top: 0; margin-bottom: 0"><font size="2">Selling
    Shareholder</font></td>
    <td rowspan="2" valign="bottom">
    <p style="margin-top: 0; margin-bottom: 0"><font size="2">Number of Common
    Shares Beneficially Owned Before the Offering</font><sup><font size="2">(1)</font></sup></td>
    <td rowspan="2" valign="bottom">
    <p style="margin-top: 0; margin-bottom: 0"><font size="2">Number of Common
    Shares Eligible to be Offered</font></td>
    <td WIDTH="31%" VALIGN="TOP" COLSPAN="2" style="border-bottom-width: 1px">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Common Shares
    Beneficially Owned After the Offering if all Eligible Shares are Sold<br>
&nbsp;</font></td>
  </tr>
  <tr>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Number</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Percent</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="TOP" colspan="5">&nbsp;</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Salvatore Fuda,</p>
    <p style="margin-top: 0; margin-bottom: 0">Chairman,</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">2,455,292</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">1,050,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">1,405,292</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">2.8%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Joseph Fuda,</p>
    <p style="margin-top: 0; margin-bottom: 0">President, Chief
    Executive Officer and Director</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">850,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">850,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Manoj Pundit,</p>
    <p style="margin-top: 0; margin-bottom: 0">Executive VP and
    General Counsel, and Director</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">852,478</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">850,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">2,478</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Antonio Lopes, </p>
    <p style="margin-top: 0; margin-bottom: 0">Chief Financial Officer,</p>
    <p style="margin-top: 0; margin-bottom: 0">London, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Andrew Brandt,</p>
    <p style="margin-top: 0; margin-bottom: 0">Director,</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">403,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">400,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">3000</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0.01%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Charles Harnick,</p>
    <p style="margin-top: 0; margin-bottom: 0">Director,</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">400,800</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">400,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">800</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">David Sharpless,</p>
    <p style="margin-top: 0; margin-bottom: 0">Director,</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto, Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">400,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">400,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Steven Van Fleet,</p>
    <p style="margin-top: 0; margin-bottom: 0">Director</p>
    <p style="margin-top: 0; margin-bottom: 0">Lagrangeville, New York</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Stephen Fleming,</p>
    <p style="margin-top: 0; margin-bottom: 0">Director,</p>
    <p style="margin-top: 0; margin-bottom: 0">Winter Park, Florida</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">George A. Kennedy, Director,</p>
    <p style="margin-top: 0; margin-bottom: 0">
    Washington, D.C.</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">300,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Martha McGroarty,</p>
    <p style="margin-top: 0; margin-bottom: 0">Toronto,
    Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">54,833</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">50,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">4,833</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0.01%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Nina George</p>
    <p style="margin-top: 0; margin-bottom: 0">Mississauga,
    Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">50,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">50,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">Joyce Brunton</p>
    <p style="margin-top: 0; margin-bottom: 0">Oakville,
    Ontario</font></td>
    <td WIDTH="25%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">50,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">50,000</font></td>
    <td WIDTH="17%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">None</font></td>
    <td WIDTH="14%" VALIGN="TOP">
    <p style="margin-top: 0; margin-bottom: 0"><font SIZE="2">0%</font></td>
  </tr>
</table>
<font SIZE="2"><sup>
<p>(1)</sup> Assumes the exercise of all stock options outstanding as of the
date of this prospectus.</p>
<p align="center">12</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 1,050,000 common shares to Salvatore Fuda, none of
which he has exercised as of the date of this prospectus. All of these 1,050,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Fuda has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
1,050,000 common shares represented 2.1% of our outstanding common shares (based
on 50,582,187 common shares outstanding as of January 23,2004, assuming the
exercise of all of Mr. Salvatore's options). If Mr. Fuda sells all the shares
made available for resale in this prospectus, he will own 1,405,292 shares. Mr.&nbsp;Fuda
has sole voting and investment power with respect to all the shares being made
available for sale by him in this prospectus. Mr.&nbsp;Fuda has served as the
Chairman of the Board of Directors of the Company since January 11, 1999 and he
continues to serve in such capacity at the date of this prospectus. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 850,000 common shares to Joseph Fuda, none of which
he has exercised as of the date of this prospectus. All of these 850,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mr. Fuda has not expressed his intent as to the number of common shares,
if any, he actually will sell. Before this offering, these 850,000 common shares
represented 1.7% of our outstanding common shares (based on 50,382,187 common
shares outstanding as of January 23, 2004, assuming the exercise of all of Mr.
Fuda's options). If Mr. Fuda sells all the shares made available for resale in
this prospectus, he will not own any common shares. Mr. Fuda has sole voting and
investment power with respect to all the shares eligible to be made available
for sale by him in this prospectus. Mr.&nbsp;Fuda has served as the President and
Chief Executive Officer of the Company and a Director of the Company since
February 13, 2002 and he continues to serve in such capacities at the date of
this prospectus. He is the son of Salvatore Fuda. </p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 850,000 common shares to Manoj Pundit, none of which
he has exercised as of the date of this prospectus. All of these 850,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mr. Pundit has not expressed his intent as to the number of common
shares, if any, he actually will sell. Before this offering, these 850,000
common shares represented 1.7% of our outstanding common shares (based on
50,382,187 common shares outstanding as of January 23,2004, assuming the
exercise of all of Mr. Pundit's options). If Mr. Pundit sells all the shares
made available for resale in this prospectus, he will own 2,478 shares. Mr.
Pundit has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Pundit has
served as the Executive Vice President and General Counsel of the Company since
July 17, 2000 and he continues to serve in such capacities at the date of this
prospectus.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Antonio Lopes, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Lopes has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Lopes's options). If Mr. Lopes sells all the shares made
available for resale in this prospectus, he will not own any common shares. Mr.
Lopes has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Lopes, he
has been the CFO of the Company since November 1, 2002 and he continues to serve
in such capacity at the date of this prospectus.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to Andrew Brandt, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Brandt has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Brandt's options). If Mr. Brandt sells all the shares
made available for resale in this prospectus, he will own 3000 shares. Mr.
Brandt has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Brandt has
served as a Director of the Company since June 29, 2000 and he continues to
serve in such capacity at the date of this prospectus.</p>
<p ALIGN="center">13</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to Charles Harnick, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Harnick has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Harnick's options). If Mr. Harnick sells all the shares
made available for resale in this prospectus, he will own 800 shares. Mr.
Harnick has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Harnick
has served as a Director of the Company since June&nbsp;29, 2000 and continues to
serve in such capacity at the date of this prospectus.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to David Sharpless, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Sharpless has not expressed his intent as to the number
of common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Sharpless's options). If Mr. Sharpless sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Harnick has sole voting and investment power with respect to all the
shares eligible to be made available for sale by him in this prospectus. Mr.
Sharpless has served as a director of the Company since March 2001 and continues
to serve in such capacity at the date of this prospectus.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Steven Van Fleet, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Van Fleet has not expressed his intent as to the number
of common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Van Fleet's options). If Mr. Van Fleet sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Van Fleet has sole voting and investment power with respect to all
the shares eligible to be made available for sale by him in this prospectus. Mr.
Van Fleet has served as a director of the Company since April 30, 2002<b>.</p>
</b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Stephen Fleming, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Fleming has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Fleming's options). If Mr. Fleming sells all the shares
made available for resale in this prospectus, he will not own any common shares.
Mr. Fleming has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Fleming
has served as a director of the Company since January 11,1999<b>.</p>
</b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to George A. Kennedy, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Kennedy has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Kennedy's options). If Mr. Kennedy sells all the shares
made available for resale in this prospectus, he will not own any common shares.
Mr. Kennedy has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Kennedy
has served as a Director of the Company since June&nbsp;29, 2000 and he continues to
serve in such capacity at the date of this prospectus.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Martha McGroarty, none of
which she has exercised as of the date of this prospectus. All of these 50,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Ms. McGroarty has  </p>
<p ALIGN="center">14</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">not expressed her intent as to the number
of common shares, if any, she actually will sell. Before this offering, these
50,000 common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. McGroarty's options). If Ms. McGroarty sells all the
shares made available for resale in this prospectus, she will own 4,833 common
shares. Ms. McGroarty has sole voting and investment power with respect to all
the shares eligible to be made available for sale by her in this prospectus. Ms
McGroarty has been an employee of the Company since January 1, 2001.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Nina George, none of which
she has exercised as of the date of this prospectus. All of these 50,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Ms. George has not expressed her intent as to the number of common
shares, if any, she actually will sell. Before this offering, these 50,000
common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. George's options). If Ms. George sells all the shares
made available for resale in this prospectus, she will not own any common
shares. Ms. George has sole voting and investment power with respect to all the
shares eligible to be made available for sale by her in this prospectus. Ms
George has been an employee of the Company since January 22, 2001.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Joyce Brunton, none of which
she has exercised as of the date of this prospectus. All of these 50,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Ms. Brunton has not expressed her intent as to the number of common
shares, if any, she actually will sell. Before this offering, these 50,000
common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. Brunton's options). If Ms. Brunton sells all the shares
made available for resale in this prospectus, she will not own any common
shares. Ms. Brunton has sole voting and investment power with respect to all the
shares eligible to be made available for sale by her in this prospectus. Ms
Brunton has been an employee of the Company since January 1, 2002.</p>
<b>
<p ALIGN="CENTER">USE OF PROCEEDS</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We will receive none of the net proceeds from the sale of
common shares made available by this prospectus; however, we will receive the
exercise price thereof, which will be used for working capital.</p>
<b>
<p ALIGN="CENTER">LEGAL MATTERS</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Certain legal matters in connection with the offering of
the common shares will be passed upon by Chitiz Pathak LLP of Toronto, Ontario,
and Hodgson Russ LLP of Toronto, Ontario and Buffalo, New York.</p>
<p ALIGN="JUSTIFY"></p>
<b>
<p ALIGN="CENTER">PLAN OF DISTRIBUTION</p>
</b>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; We are registering the common shares offered by this
prospectus on behalf of the selling shareholders. We will pay all expenses of
registration of the shares offered hereby, other than commissions, discounts and
concessions of underwriters, dealers or agents. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of the shares will be
borne by the selling shareholders. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The selling shareholders may sell shares under this
prospectus from time to time in transactions, including one or more block
transactions, on the NASD OTC Bulletin Board, in the public market off the NASD
OTC Bulletin Board, in privately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. The selling shareholders may
effect these transactions by selling their shares directly to purchasers or to
or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders and/or the purchasers of shares for
whom these broker-dealers may act as agents or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). Any shares covered by this prospectus that qualify
for sale under Rule 144 of the <i>Securities Act</i> may be sold under Rule 144
rather than under this prospectus. All expenses of registration incurred in </p>
<p ALIGN="center">15</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">connection with this offering are being borne by the Company,
but all brokerage commissions and other expenses incurred by a selling
shareholder will be paid by that selling shareholder.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The selling shareholders and any broker-dealers that act in
connection with the sale of the shares might be deemed to be &quot;underwriters&quot;
within the meaning of Section 2(11) of the <i>Securities Act</i>. Consequently,
any commissions received by these broker-dealers and any profit on the resale of
the shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the <i>Securities Act</i>. The
selling shareholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the <i>Securities Act</i>.</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Because the selling shareholders may be deemed to be
&quot;underwriters&quot; within the meaning of Section 2(11) of the <i>Securities Act</i>,
the selling shareholders will be subject to the prospectus delivery requirements
of the <i>Securities Act</i>, which may include delivery through the facilities
of the Nasdaq National Market pursuant to Rule 153 under the <i>Securities Act</i>.</p>
<b>
<p ALIGN="CENTER">EXPERTS</p>
<p ALIGN="CENTER"></p>
</b>
<p ALIGN="JUSTIFY">Our financial statements as at October 31, 2002 and for the
year then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the report of Ernst &amp; Young LLP,
independent chartered accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. The financial
statements as at October 31, 2001and for the year then ended and for the
cumulative period from September 3, 1997 to October 31, 2001, have been
incorporated by reference herein and were audited by KPMG LLP who expressed
opinions without reservation on those statements in their reports dated December
20, 1999 and November&nbsp;16, 2001</font><font SIZE="3">.</p>
</font><font SIZE="2"><b>
<p>&nbsp;</p>
<p ALIGN="CENTER">DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION<br>
FOR <i>SECURITIES ACT</i> LIABILITIES</p>
</b>
<p>Reference is made to Section 136 of the <i>Business Corporations Act</i>
(Ontario), which provides:</p>
        <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Indemnification of Directors</p>
        <table border="0" width="666" id="AutoNumber4" cellspacing="0" cellpadding="0">
          <tr>
            <td width="59" align="center" valign="top"><font size="2">(1)</font></td>
            <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may indemnify a director or officer
        of the corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his or her heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgement, reasonably incurred by him or
        her in respect of any civil, criminal or administrative action or
        proceeding to which he or she is made a party by reason of being or
        having been a director or officer of such corporation or body corporate,
        if,</p>
</font>
            </td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">&nbsp;</td>
            <td width="558">&nbsp;</td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">
            <p align="left"><font SIZE="2">(a)
</font>
            </td>
            <td width="558">
            <p ALIGN="JUSTIFY"><font SIZE="2">he or she acted honestly and in
            good faith with a view to the best interests of the corporation; and
</font>
            </p>
            </td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">&nbsp;</td>
            <td width="558">&nbsp;</td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">
            <p align="left"><font SIZE="2">(b)
</font>
            </td>
            <td width="558">
            <p ALIGN="JUSTIFY"><font SIZE="2">in the case of a criminal or
            administrative action or proceeding that is enforced by a monetary
            penalty, he or she had reasonable grounds for believing that his or
            her conduct was lawful.</font></p>
            </td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">&nbsp;</td>
            <td width="558">&nbsp;</td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top"><font SIZE="2">Idem
</font>
            </td>
            <td width="49" align="center" valign="top">&nbsp;</td>
            <td width="558">&nbsp;</td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top">&nbsp;</td>
            <td width="49" align="center" valign="top">&nbsp;</td>
            <td width="558">&nbsp;</td>
          </tr>
          <tr>
            <td width="59" align="center" valign="top"><font SIZE="2">(2)
</font>
            </td>
            <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may, with the approval of the
        court, indemnify a person referred to in subsection (1) in respect of an
        action by or on behalf of the corporation or body corporate to procure a judgement
        in its favor, to which the person is made a party by reason of being or
        having been a director or an officer of the corporation or body
        corporate, against all costs, charges and expenses reasonably incurred
        by the person in connection with such action if he or she fulfils the
        conditions set out in clauses (1)(a) and (b).</p>
</font>
            </td>
          </tr>
</table>
<p align="center">16</p>
<p style='page-break-before:always'>
<table border="0" width="666" id="AutoNumber5" cellspacing="0" cellpadding="0">
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">Idem
</font>
    </td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">(3)
</font>
    </td>
    <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">Despite anything in this section, a person referred
        to in subsection (1) is entitled to indemnity from the corporation in
        respect to all costs, charges and expenses reasonably incurred by him in
        connection with the defense of any civil, criminal or administrative
        action or proceeding to which he or she is made a party by reason of
        being or having been a director or officer of the corporation or body
        corporate, if the person seeking indemnity,</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">
    <p align="left"><font SIZE="2">(a)
</font>
    </td>
    <td width="558">
            <p ALIGN="JUSTIFY"><font SIZE="2">was substantially successful on
            the merits in his or her defense of the action or proceeding; and</font></p>
          </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">
    <p align="left"><font SIZE="2">(b)
</font>
    </td>
    <td width="558">
        <p ALIGN="JUSTIFY"><font SIZE="2">fulfils the conditions set out in
        clauses (1)(a) and (b).</font></p>
        </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="108" align="center" valign="top" colspan="2"><font SIZE="2">Liability Insurance</font></td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">(4)
</font>
    </td>
    <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may purchase and maintain insurance for
        the benefit of any person referred to in subsection (1) against the
        liability incurred by the person,</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">
    <p align="left"><font SIZE="2">(a)
</font>
    </td>
    <td width="558">
            <p ALIGN="JUSTIFY"><font SIZE="2">in his or her capacity as a
            director or officer of the corporation, except where the liability
            relates to the person's failure to act honestly and in good faith
            with a view to the best interests of the corporation; or</font></p>
            </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">
    <p align="left"><font SIZE="2">(b)
</font>
    </td>
    <td width="558">
            <p ALIGN="JUSTIFY"><font SIZE="2">in his or her capacity as a
            director or officer of another body corporate where the person acts
            or acted in that capacity at the corporation's request, except where
            the liability relates to the person's failure to act honestly and in
            good faith with a view to the best interests of the body corporate.</font></p>
          </td>
  </tr>
  <tr>
    <td width="108" align="center" valign="top" colspan="2">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="108" align="center" valign="top" colspan="2"><font SIZE="2">Application to court</font></td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">(5)
</font>
    </td>
    <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation or a person referred to in subsection
        (1) may apply to the court for an order approving an indemnity under
        this section and the court may so order and make any further order it
        thinks fit.</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">Idem</font></td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top">&nbsp;</td>
    <td width="49" align="center" valign="top">&nbsp;</td>
    <td width="558">&nbsp;</td>
  </tr>
  <tr>
    <td width="59" align="center" valign="top"><font SIZE="2">(6)
</font>
    </td>
    <td width="607" align="center" valign="top" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">Upon an application under subsection (5), the court
        may order notice to be given to any interested person and such person is
        entitled to appear and be heard in person or by counsel.</p>
</font>
    </td>
  </tr>
</table>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reference is made to Paragraph 25 of the Company's Bylaw
No.&nbsp;1, which sets forth the following provisions relating to the indemnification
of directors and officers:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;The Corporation shall indemnify the directors and officers
of the Corporation, former directors or officers of the Corporation or a person
who acts or acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor and
his heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.&quot;</p>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reference is made to Paragraph 26 of the Company's Bylaw No.&nbsp;1, which sets
forth the following provisions relating to insurance for directors and officers:</p>
<p align="center">17</p>
<p style='page-break-before:always'>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;The Corporation may purchase and maintain insurance for the
benefit of the directors or officers of the Corporation, former directors or
officers of the Corporation or persons who act or acted at the Corporation's
request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor and his heirs and legal representatives against
any liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate.&quot;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under the
<i>Securities Act</i> may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the <i>Securities Act</i> and is therefore unenforceable. </p>
<b>
<p ALIGN="CENTER">PART II</p>
<p ALIGN="CENTER"></p>
<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">Item 3. Incorporation of Documents by Reference.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant hereby incorporates by reference in this Registration
Statement the following documents:</p>
<table border="0" width="662" id="AutoNumber6" cellspacing="0" cellpadding="0">
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center"><font SIZE="2">(a)
</font>
    </td>
    <td width="582" valign="top"><font SIZE="2">our annual report on Form 20-F for the fiscal
    year ended October 31, 2002;</font></td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="582">&nbsp;</td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center"><font SIZE="2">(b)
</font>
    <p>&nbsp;</td>
    <td width="582"><font SIZE="2">the description of our common shares, which
    is contained under the heading &quot;Description of Securities to Be Registered&quot;
    in the prospectus that is part of our Registration Statement on Form 20-F
    pursuant to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and
    any amendment or report filed for the purpose of updating such description;</font></td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="582">&nbsp;</td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center"><font SIZE="2">(c)
</font>
    </td>
    <td width="582" valign="top">
            <p ALIGN="JUSTIFY"><font SIZE="2">any Form 6-K subsequently filed
            with the SEC which is identified by us as being incorporated by
            reference into this prospectus; and</font></p>
            </td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="582">&nbsp;</td>
  </tr>
  <tr>
    <td width="32" valign="top" align="center">&nbsp;</td>
    <td width="32" valign="top" align="center"><font SIZE="2">(d)
</font>
    </td>
    <td width="582">
            <p ALIGN="JUSTIFY"><font SIZE="2">all other reports filed pursuant
            to Section 13(a) or 15(d) of the Exchange Act since the end of the
            fiscal year covered by the registrant document referred to in (a)
            above.</font></p>
          </td>
  </tr>
</table>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.</p>
<b>
<p ALIGN="JUSTIFY">Item 4. Description of Securities.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </p>
<b>
<p ALIGN="JUSTIFY">Item 5. Interest of Named Experts and Counsel.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b>Certain legal matters in connection with the common
shares being issued by the Company and registered pursuant to this Registration
Statement have been passed upon for us by Chitiz Pathak LLP, Toronto, Ontario.
Manoj Pundit, Executive Vice-President, General Counsel, and Secretary of the
Company, who owns less than 2% of all issued and outstanding common shares of
the Company, also has served as a partner at Chitiz Pathak LLP and its
predecessor firms since December 1995 and he has an equity interest in the
Company.</p>
<b>
<p>Item 6. Indemnification of Directors and Officers.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reference is made to Section 136 of Business Corporations Act (Ontario),
which provides:</p>
<p align="center">18</p>
<p style='page-break-before:always'>
<table border="0" width="640" id="AutoNumber7" cellspacing="0" cellpadding="0">
  <tr>
    <td width="618" colspan="3"><font SIZE="2">Indemnification of Directors</font></td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top"><font SIZE="2">(1)
</font>
    </td>
    <td width="579" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may indemnify a director or officer
        of the corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his or her heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgement, reasonably incurred by him or
        her in respect of any civil, criminal or administrative action or
        proceeding to which he or she is made a party by reason of being or
        having been a director or officer of such corporation or body corporate,
        if,</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="22"><font SIZE="2">(a)
</font>
    </td>
    <td width="557">
            <p ALIGN="JUSTIFY"><font SIZE="2">he or she acted honestly and in
            good faith with a view to the best interests of the corporation; and
</font>
    </p>
            </td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="22" valign="top"><font SIZE="2">(b)
</font>
    </td>
    <td width="557">
            <p ALIGN="JUSTIFY"><font SIZE="2">in the case of a criminal or
            administrative action or proceeding that is enforced by a monetary
            penalty, he or she had reasonable grounds for believing that his or
            her conduct was lawful.</font></p>
          </td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="618" align="left" valign="top" colspan="3"><font SIZE="2">Idem
</font>
    </td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top">&nbsp;</td>
    <td width="579" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" align="center" valign="top"><font SIZE="2">(2)
</font>
    </td>
    <td width="579" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may, with the approval of the
        court, indemnify a person referred to in subsection (1) in respect of an
        action by or on behalf of the corporation or body corporate to procure a judgement in its favor, to which the person is made a party by reason of
        being or having been a director or an officer of the corporation or body
        corporate, against all costs, charges and expenses reasonably incurred
        by the person in connection with such action if he or she fulfils the
        conditions set out in clauses (1)(a) and (b).</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39"><font SIZE="2">Idem
</font>
    </td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" valign="top">&nbsp;</td>
    <td width="579" colspan="2">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" valign="top">
    <p align="center"><font SIZE="2">(3)
</font>
    </td>
    <td width="579" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">Despite anything in this section, a person referred
        to in subsection (1) is entitled to indemnity from the corporation in
        respect to all costs, charges and expenses reasonably incurred by him in
        connection with the defense of any civil, criminal or administrative
        action or proceeding to which he or she is made a party by reason of
        being or having been a director or officer of the corporation or body
        corporate, if the person seeking indemnity,</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22"><font SIZE="2">(a)
</font>
    </td>
    <td width="557">
            <p ALIGN="JUSTIFY"><font SIZE="2">was substantially successful on
            the merits in his or her defense of the action or proceeding; and</font></p>
          </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22"><font SIZE="2">(b)
</font>
    </td>
    <td width="557"><font SIZE="2">fulfils the conditions set out in clauses
    (1)(a) and (b).</font></td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="618" colspan="3"><font SIZE="2">Liability Insurance</font></td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" valign="top">
    <p align="center"><font SIZE="2">(4)
</font>
    </td>
    <td width="579" colspan="2"><font SIZE="2">
        <p ALIGN="JUSTIFY">A corporation may purchase and maintain insurance for
        the benefit of any person referred to in subsection (1) against the
        liability incurred by the person,</p>
</font>
    </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22" valign="top"><font SIZE="2">(a)
</font>
    </td>
    <td width="557">
            <p ALIGN="JUSTIFY"><font SIZE="2">in his or her capacity as a
            director or officer of the corporation, except where the liability
            relates to the person's failure to act honestly and in good faith
            with a view to the best interests of the corporation; or</font></p>
            </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22" valign="top"><font SIZE="2">(b)
</font>
    </td>
    <td width="557">
            <p ALIGN="JUSTIFY"><font SIZE="2">in his or her capacity as a
            director or officer of another body corporate where the person acts
            or acted in that capacity at the corporation's request, except where
            the liability relates to the person's failure to act honestly and in
            good faith with a view to the best interests of the body corporate.</font></p>
          </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="618" colspan="3"><font SIZE="2">Application to court</font></td>
  </tr>
</table>
<p align="center">19</p>
<p style='page-break-before:always'>
<table border="0" width="640" id="AutoNumber8" cellspacing="0" cellpadding="0">
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" valign="top">
    <p align="center"><font SIZE="2">(5)
</font>
    </td>
    <td width="22">&nbsp;</td>
    <td width="557">
        <p ALIGN="JUSTIFY"><font SIZE="2">A corporation or a person referred to
        in subsection (1) may apply to the court for an order approving an
        indemnity under this section and the court may so order and make any
        further order it thinks fit.</font></p>
      </td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39"><font SIZE="2">Idem</font></td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39">&nbsp;</td>
    <td width="22">&nbsp;</td>
    <td width="557">&nbsp;</td>
  </tr>
  <tr>
    <td width="39" valign="top">
    <p align="center"><font SIZE="2">(6)
</font>
    </td>
    <td width="22">&nbsp;</td>
    <td width="557">
        <p ALIGN="JUSTIFY"><font SIZE="2">Upon an application under subsection
        (5), the court may order notice to be given to any interested person and
        such person is entitled to appear and be heard in person or by counsel.</font></p>
      </td>
  </tr>
</table>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reference is made to Paragraph 25 of the Corporation's Bylaw
No.&nbsp;1, which sets forth the following provisions relating to the indemnification
of Directors and Officers:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;The Corporation shall indemnify the directors and officers
of the Corporation, former directors or officers of the Corporation or a person
who acts or acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor and
his heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.&quot;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reference is made to Paragraph 26 of the Corporation's Bylaw
No.&nbsp;1, which sets forth the following provisions relating to insurance for
Directors and Officers:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &quot;The Corporation may purchase and maintain insurance for the
benefit of the directors or officers of the Corporation, former directors or
officers of the Corporation or persons who act or acted at the Corporation's
request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor and his heirs and legal representatives against
any liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate.&quot;</p>
<b>
<p>Item 7. Exemption From Registration Claimed.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not applicable. </p>
<b>
<p>Item 8. Exhibits. </p>
                      </b>
<table border="0" width="630" id="AutoNumber9" cellspacing="0" cellpadding="0">
  <tr>
    <td width="38">&nbsp;</td>
    <td width="150"><font SIZE="2"><u>
                      Exhibit Number</u>
</font>
    </td>
    <td width="534">
                      <p align="left"><font SIZE="2"> <u>Description</u></font></p>
                    </td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font size="2">4.1</font></td>
    <td width="534"><font SIZE="2">The Stock Option Plan of Micromem Technologies Inc dated
                February 14, 2001.</font></td>
  </tr>
</table>
<p align="center">20</p>
<p style='page-break-before:always'>
<table border="0" width="630" id="AutoNumber10" cellspacing="0" cellpadding="0">
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font SIZE="2">5.1
</font>
    </td>
    <td width="534"><font SIZE="2">Opinion of Chitiz Pathak LLP, regarding legality of
                securities being registered (including consent).</font></td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font SIZE="2">23.1</font></td>
    <td width="534"><font SIZE="2">&nbsp;Consent of Ernst &amp; Young LLP
</font>
    </td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font SIZE="2">23.2</font></td>
    <td width="534"><font SIZE="2">Consent of KPMG LLP.</font></td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font SIZE="2">23.3
</font>
    </td>
    <td width="534">
                <p ALIGN="JUSTIFY"><font SIZE="2">Consent of Chitiz Pathak LLP (included
                in the opinion filed as Exhibit 5.1 to this registration
                statement).</font></p>
                </td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top">&nbsp;</td>
    <td width="534">&nbsp;</td>
  </tr>
  <tr>
    <td width="38" valign="top">&nbsp;</td>
    <td width="150" valign="top"><font SIZE="2">24
</font>
    </td>
    <td width="534"><font SIZE="2">Power of Attorney (contained on the signature
    page hereto).</font></td>
  </tr>
</table>
                      <b>
                      <p>Item 9. Undertakings.</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes:</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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;</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; that, for the purpose of determining any liability under
the <i>Securities Act</i>, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial <i>
bona fide</i> offering thereof; and</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; to remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the <i>Securities Act</i>, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement 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 <i>
bona fide</i> offering thereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under the
<i>Securities Act</i> 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 <i>Securities Act</i> 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 defense 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 <i>
Securities Act</i> and will be governed by the final adjudication of such issue.</p>
<p ALIGN="center">21</p>
<p style='page-break-before:always'>
<p ALIGN="CENTER"></p>
<b>
<p ALIGN="CENTER">SIGNATURES</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the <i>Securities Act</i>, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Canada, on this
23rd day of January, 2004.</p>
<table border="0" width="631" id="AutoNumber11" cellspacing="0" cellpadding="0">
  <tr>
    <td width="372">&nbsp;</td>
    <td width="243" colspan="2">
<p ALIGN="JUSTIFY"><font SIZE="2">
<b>
MICROMEM TECHNOLOGIES INC.</b></font></p>
    </td>
  </tr>
  <tr>
    <td width="372">&nbsp;</td>
    <td width="243" colspan="2">
<p ALIGN="JUSTIFY"></p>
    </td>
  </tr>
  <tr>
    <td width="372">&nbsp;</td>
    <td width="20" valign="bottom"><font SIZE="2">By:</font></td>
    <td width="224" style="border-bottom: 1px solid #000000">
<p ALIGN="JUSTIFY"><font SIZE="2">&nbsp;/s/ Joseph Fuda</font></p>
    </td>
  </tr>
  <tr>
    <td width="372">&nbsp;</td>
    <td width="20">&nbsp;</td>
    <td width="224"><font SIZE="2">Name: Joseph Fuda<br>
    Title: President</font></td>
  </tr>
</table>
<b>
<p ALIGN="CENTER"></p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the <i>Securities Act</i>, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated. </p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="648">
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u><b>Signature</b></u></font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2"><u><b>Title</b></u></font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2"><u><b>Date</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Joseph Fuda<br>
    </u>Joseph
    Fuda</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">President, Chief Executive
    Officer and Director (Principal Executive Officer)</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Antonio Lopes<br>
    </u>Antonio Lopes</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Chief Financial Officer
    (Principal Financial and Accounting Officer)</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Salvatore Fuda<br>
    </u>Salvatore Fuda </font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Chairman of the Board of
    Directors </font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Manoj Pundit<br>
    </u>Manoj
    Pundit</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Executive Vice-President,
    General Counsel and Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Andrew Brandt<br>
    </u>Andrew Brandt</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Charles A. Harnick Q.C.<br>
    </u>Charles A. Harnick Q.C.</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ David Sharpless<br>
    </u>David Sharpless</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Steven Van Fleet&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>Steven Van Fleet</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ Stephen Fleming&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>Stephen Fleming</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="162" VALIGN="TOP"><font SIZE="2"><u>/s/ George A. Kennedy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>George A. Kennedy</font></td>
    <td WIDTH="328" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
</table>
<font SIZE="2"><b>
<p ALIGN="JUSTIFY"></p>
</b>
<p ALIGN="CENTER">22</p>
<p style='page-break-before:always'><b>
<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</b>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS, that each officer or director
of Micromem Technologies Inc. whose signature appears below constitutes and
appoints Manoj Pundit<b> </b>and Joseph Fuda<b>, </b>each<b> </b>respectively<b>
</b>his true and lawful attorney-in-fact and agent, with full and several power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including post-effective amendments,
and supplements to this Registration Statement, and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) under the <i>
Securities Act</i>, as amended, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the <i>Securities Act</i>, as
amended, the above Power of Attorney has been signed below by the following
persons in the capacities indicated. </p>
</font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="648">
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u><b>Signature</b></u></font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2"><u><b>Title</b></u></font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2"><u><b>Date</b></u></font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Joseph Fuda<br>
    </u>Joseph
    Fuda</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">President, Chief Executive
    Officer and Director (Principal Executive Officer)</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Antonio Lopes<br>
    </u>Antonio Lopes</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Chief Financial Officer
    (Principal Financial and Accounting Officer)</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2"><p>January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Salvatore Fuda<br>
    </u>Salvatore Fuda </font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Chairman of the Board of
    Directors </font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Andrew Brandt<br>
    </u>Andrew Brandt</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Charles A. Harnick Q.C.<br>
    </u>Charles Harnick, Q.C.</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ David Sharpless<br>
    </u>David Sharpless</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Steven Van Fleet&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>Steven Van Fleet</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Stephen Fleming&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>Stephen Fleming</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ George A. Kennedy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>George A. Kennedy</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
  <tr>
    <td WIDTH="169" VALIGN="TOP"><font SIZE="2"><u>/s/ Manoj Pundit&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>Manoj Pundit</font></td>
    <td WIDTH="321" VALIGN="TOP"><font SIZE="2">Executive Vice-President,
    General Counsel and Director</font></td>
    <td WIDTH="116" VALIGN="TOP"><font SIZE="2">&nbsp;January 23, 2004</font></td>
  </tr>
</table>
<font SIZE="2"><b>
<p ALIGN="JUSTIFY">&nbsp;</p>
</b>
<p ALIGN="center">23</p>
<p style='page-break-before:always'><b>
<p ALIGN="JUSTIFY">&nbsp;</p>
</b>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the requirements of Section 6(a) of the <i>Securities Act</i>, as
amended, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Micromem Technologies Inc. in
the United States, in the City of Buffalo, in the State of New York, U.S.A., on
January 27, 2004.</p>
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; By:
<u>/s/ Joseph P. Galda</u><br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Joseph P. Galda</p>
<p ALIGN="center">24</p>
<p style='page-break-before:always'>
<dir>
  <dir>
    <dir>
      <dir>
        <dir>
          <dir>
            <dir>
              <dir>
                <dir>
                  <dir>
                    <dir>
                      <dir>
                        <dir>
                          <dir>
                            <dir>
                              <p ALIGN="CENTER"></p>
                            </dir>
                          </dir>
                        </dir>
                      </dir>
                    </dir>
                  </dir>
                </dir>
              </dir>
            </dir>
          </dir>
        </dir>
      </dir>
    </dir>
  </dir>
</dir>
<b>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
</b></font>
<table CELLSPACING="0" BORDER="0" CELLPADDING="7" WIDTH="559">
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2"><u>
    <p ALIGN="JUSTIFY">Exhibit No.</u></font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2"><u>
    <p ALIGN="JUSTIFY">Description</u></font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP">
    <p ALIGN="JUSTIFY"><font size="2">4.1</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">The Stock Option Plan of
    Micromem Technologies Inc dated February 14, 2001.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">5.1</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">Opinion of Chitiz Pathak LLP, regarding legality of
    securities being registered (including consent).</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">23.1</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">Consent of Ernst &amp; Young LLP.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">23.2</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">Consent of KPMG LLP</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">23.3</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">Consent of Chitiz Pathak LLP (included in the opinion
    filed as Exhibit 5.1 to this registration statement).</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">24</font></td>
    <td WIDTH="85%" VALIGN="TOP"><font SIZE="2">
    <p ALIGN="JUSTIFY">Power of Attorney (contained on the signature page
    hereto).</font></td>
  </tr>
</table>
<font SIZE="2">
<p ALIGN="center">25</p>
<p ALIGN="CENTER">&nbsp;</p>
</font>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "form_s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 166868}]
{"company-data": {"conformed-name": "MICROMEM TECHNOLOGIES INC", "cik": "0001085921", "assigned-sic": "7371", "irs-number": "000000000", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112226", "film-number": "04545564"}, "business-address": {"street1": "1910-777 BAY STREET", "street2": "TORONTO, ONTARIO", "city": "TORONTO", "state": "A6", "zip": "M5G 2C8", "phone": "416-364-6513"}, "mail-address": {"street1": "1910-777 BAY STREET", "street2": "TORONTO, ONTARIO", "city": "TORONTO", "state": "A6", "zip": "M5G 2C8"}}
Form S-8
As filed with the Securities and Exchange Commission on
January 27, 2004
Registration No. 333-•
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT
OF 1933
________________
MICROMEM TECHNOLOGIES INC.
(Exact name of Registrant as specified in its Charter)
Ontario, Canada
Not Applicable
(State or other jurisdiction of incorporation or
    organization)
(I.R.S. employer identification no.)
777 Bay Street, Suite 1910, M5G-2E4, Canada
(Address, including zip code, of principal executive
offices)
________________
Micromem Technologies Inc. Stock Option Plan
(Full titles of the plans)
________________
Joseph P. Galda
Hodgson Russ LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203-2391
(Name and address of agent for service)
(716) 848-1454
(Telephone number, including area code, of agent for
service)
_________________
Copy to:
Manoj Pundit
Chitiz Pathak LLP
154 University Avenue, Suite 500
Toronto, Canada M5H 3Y9
(416) 368-0300 ext. 270
and
Richard Raymer
Hodgson Russ LLP
150 King Street W.
P.O. Box 30, Suite 2309
Toronto, Ontario
M5H 1J9
CALCULATION OF REGISTRATION FEE
Title of
    Securities
to be Registered
Amount
to be
Registered
Proposed Maximum
Offering Price
Per Share (US$)
Proposed Maximum
Aggregate
Offering Price
    (US$)
Amount of
Registration Fee
    (US$)
Common Shares
5,300,000 (1)
$0.40 (2)
$ 2,120,000
$ 171.51
(1)       Common shares subject to options
granted under the Micromem Technologies Inc. Stock Option Plan dated
February 14,
2001 (the Plan") on July 2, 2003.
(2)       Estimated solely for
the purpose of calculating the amount of the registration fee and, pursuant to
Rule
457(f), based on
the average of the high and low sale prices of the Registrant's common shares,
as reported
on the OTC Bulletin
Board on January 23, 2004.
-2-
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1.     Plan Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
Item 2.     Registrant Information and Employee Plan
Annual Information.
Not filed as part of this Registration Statement pursuant to Note to Part 1 of
Form S-8.
REOFFER PROSPECTUS
MICROMEM TECHNOLOGIES INC.
_____________________
5,300,000 Common Shares
subject to options granted under the Plan on July 2, 2003
_____________________
The shareholders
of Micromem Technologies Inc. (the "Company") listed on page 12 of this
prospectus are offering up to a total of 5,300,000
common shares under this prospectus. The Company is not offering
or selling any shares under this prospectus and will not receive any of the
proceeds from the sale of the shares offered by these selling shareholders.
The selling
shareholders may sell the shares from time to time on or off the NASD OTC
Bulletin Board at prevailing market prices or at negotiated prices. Sales may be
made through brokers or to dealers, who are expected to receive customary
commissions or discounts.
The enforcement by
investors of civil liabilities under the United States federal securities laws
may be affected adversely by the fact that (i) the Company was constituted under
and is governed by the laws of the Province of Ontario, that some or all of its
directors and officers are or may be residents of Canada (ii) certain of the
experts named herein are or may be residents of Canada, and that (iii) all or
substantial portion of the assets of the Company and said persons are or may be
located outside the United States.
We do not know
when, how or if the selling shareholders intend to sell their common shares
covered by this prospectus or what the price, terms or conditions of any sales
will be. The selling shareholders may sell the shares at various times and in
various types of transactions. See "Plan of Distribution" below. The prices at
which the shares may be sold, any commissions paid in connection with any sale,
may vary from transaction to transaction. We understand that the Securities and
Exchange Commission may, under certain circumstances consider persons reselling
any shares of our common shares and dealers or brokers handling a resale of
shares of our common shares and dealers and brokers handling a resale of shares
of our common stock to be "underwriters" within the meaning of the
Securities
Act
of 1933.
Our common shares
are listed for trading on the NASD OTC Bulletin Board under the symbol "MMTIF.OB".
On January
23
,
2004, the last reported sale price for our common
shares was $0.40 per share.
_____________________
INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
_____________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
This prospectus is dated January 27, 2004.
TABLE OF CONTENTS
Cautionary Statement Regarding
    Forward-Looking Statements
2
Where You Can Find More Information
3
Risk Factors
4
Selected Balance Sheet Information
8
Selected Statement of Operations and Deficit
    Information
8
Statement of Capitalization and Indebtedness
9
Recent Developments
9
About the Company
10
Price Range of Common Shares of the Company
11
Selling Shareholders
11
Use of Proceeds
15
Legal Matters
15
Plan of Distribution
15
Experts
16
Disclosure of Commission Position on
    Indemnification For
Securities Act
Liabilities
16
Signatures
22
Power of Attorney
23
Exhibit Index
25
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This prospectus
contains a number of forward-looking statements within the meaning of Section
27A
of the
Securities Act
of 1933, as amended (the "
Securities
Act
"), and Section 21E of the
Securities Exchange Act
of 1934, as
amended (the "
Exchange Act
"). Specifically, all statements other than
statements of historical facts included in this prospectus, or incorporated
herein by reference, regarding our financial position, business strategy and
plans, and objectives of management for future operations are forward-looking
statements. These forward-looking statements are based on the beliefs of
management, as well as assumptions made by and information currently available
to management. When used in this prospectus, including the information
incorporated by reference, the words anticipate, believe, estimate, expect, may,
will, continue, intend and plan and words or phrases of similar import, as they
relate to our financial position, business strategy and plans, or objectives of
management for future operations, are intended to identify forward-looking
statements. These cautionary statements reflect our current view regarding
future events and are subject to risks, uncertainties and assumptions related to
various factors which include, but may not be limited to, those listed under the
heading "Risk Factors" and other cautionary statements in this prospectus and in
the information incorporated herein by reference.
Although we
believe that our expectations are reasonable, we cannot assure you that our
expectations will prove to be correct. Should any one or more of the risks or
uncertainties we describe materialize, or should any of our underlying
assumptions prove incorrect, actual results may vary materially from those
described in this prospectus as being anticipated, believed, estimated,
expected, intended or planned. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements.
2
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is
part of a registration statement on Form S-8 filed by us with the Securities and
Exchange Commission (the "Commission") under the
Securities Act
. This
prospectus does not contain all of the information set forth in the registration
statement and the exhibits and schedules to the registration statement, to which
reference is made for further information. Statements contained in this
prospectus concerning the contents of any contract or other document referred to
are not necessarily complete and in each instance we refer you to the copy of
the contract or other document filed as an exhibit to the registration
statement, each such statement being qualified in all respects by such
reference.
We are subject to
the information requirements of the
Exchange Act
, and in accordance
therewith, file reports and other information with the Commission. As a foreign
private issuer under the Securities Act, such reports
and other information may, in certain instances, be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the
United States. We are exempt from the rules under the
Exchange Act
prescribing the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the
Exchange Act
. Our Commission filings are available to the public through the
Commission's "EDGAR" (Electronic Data Gathering, Analysis and Retrieval System),
available on the Commission's website (http://www.sec.gov). You may also read
and copy any document we file at the Commission's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference room. You can
also review copies of this information and registration system
The Commission
allows us to "incorporate by reference" the information we file with it, which
means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the Commission will
automatically update and supersede this information. We incorporate by
reference:
our annual report on Form 20-F for the fiscal year ended October 31, 2002;
the description of our common shares, which is contained
  under the heading "Description of Securities to Be Registered" in the
  prospectus that is part of our Registration Statement on Form 20-F filed
  pursuant to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and
  any amendment or report filed for the purpose of updating such description;
any Form 6-K subsequently filed with the SEC which is
  identified by us as being incorporated by reference into this prospectus; and
any other report filed by us pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
  prospectus and prior to the termination of the offering made under this
  prospectus.
We will furnish to
any person, including any beneficial owner, to whom this prospectus is
delivered, without charge, a copy of any information incorporated by reference
into this prospectus but not delivered with the prospectus, upon written or oral
request. Requests for such information shall be made to the attention of Mr.
Joseph Fuda, C.E.O., either by writing to him at Micromem Technologies Inc., 777
Bay Street Suite 1910, Toronto, Ontario M5G 2E4, Canada, or by calling him at
(416) 364-6513.
3
RISK FACTORS
To understand
this offering fully, you should read the entire prospectus carefully, including
"Risk Factors" below. In addition, you should also read the documents referred
to in "Where You Can Find More Information" on page 3 for more information about
our company and our financial statements. Investing in our common shares
involves various risks. You should carefully consider the following risk factors
and other information in this prospectus before deciding to invest in our common
shares.
The Company and the Company's investors face a number of
significant risks, certain of which are described below.
Going
Concern
There is
substantial doubt about the Company's ability to continue as a going concern
because of the substantial losses incurred in the development state. In addition
the Company is still in the development state and it will be necessary to raise
additional funds for the continuing development, testing and commercial
exploitation of its technologies. The sources of these funds have not yet been
identified and there can be no certainty that sources will be available in the
future. As such, the realization of the Company's assets and discharge of its
liabilities is subject to significant uncertainty.
The Company's
ability to continue as a going concern is dependent upon completing the
development of its technology for a particular application, achieving profitable
operations, obtaining additional financing and successfully bringing its
technologies to the market. The outcome of these matters cannot be predicted at
this time. The consolidated financial statements have been prepared on a going
concern basis and do not include any adjustments to the amounts and
classifications of the assets and liabilities that might be necessary should the
Company be unable to continue in business.
The Company
Currently Has No Operating Revenue
The Company has no
revenues and it does not expect to generate revenues in the near future. If the
Company fails to enter into any license agreements it will have no revenues and
even if it enters into such agreements the amount of the revenues it receives
will depend on the terms it is able to get from each licensee and the ability of
each licensee to compete in its particular market.
The Company's
Technology is under Development
The Company's
technology is currently under development and is therefore not yet proven to be
commercially viable. In order that the Company may be able to procure revenue
generating licensing arrangements, significant development work remains to be
completed.
Products Using the
Technology Have Not Yet Been Manufactured
The Company's
success depends on whether its technology can be manufactured in large
quantities at competitive prices. Failure to be able to manufacture large
quantities at competitive prices will seriously hurt the Company's ability to
generate revenues.
Competitors are
seeking to develop Other Magnetic based Memory Technologies
Most of the major
producers of memory components and devices are reported to be conducting
research directed towards the development of other non-volatile random access
memory technologies. While information concerning such research is difficult to
obtain, reports indicate that very large sums of money are being spent and that
major companies such as IBM, Motorola and Honeywell, that have enormous
resources at their disposal, are involved.
4
The Company may be
materially affected by aggressive competition
as the memory and
data storage industry is highly competitive, and customers make their decisions
based on a number of competitive factors, including the following:
• Functionality
• Technology
• Performance
• Reliability
• System scalability
• Price
• Quality
• Product availability
• Customer service
• Brand recognition
The Company must
address each of these factors effectively in order to successfully compete. If
the Company is unable to adapt its products and services to changes in these
competitive factors, it may never gain market share.
Failure To Receive
Continued Financing Will Cause the Business to Suffer
Since the Company
expects no revenues in the near future, the Company will need additional
financing to continue the research and development and to successfully market
the technology to potential licensees. While the Company has had sufficient
funds thus far to meet its requirements, there is no assurance it will be able
to continue to do so, and failure to raise sufficient funds in the future will
affect its ability to develop and market the technology.
Because Much of
the Company's Success and Value Depends On Its Ownership and Use of Intellectual
Property, the Company's Failure to
Protect That Property Could Adversely Affect Its Future Growth and Success
The Company's
success will depend on its ability to protect its intellectual property. The
Company relies primarily on patent, copyright, trademark and trade secret laws,
as well as nondisclosure agreements and other methods to protect its proprietary
technologies and processes. Despite its efforts to protect its proprietary
technologies and processes, unauthorized parties may attempt to copy or
otherwise obtain and use its products or technology without authorization,
develop similar technology independently or design around its patents. Policing
unauthorized use of the Company's products is expensive and difficult, and the
Company cannot be certain that the steps it has taken will prevent
misappropriation or infringement of its intellectual property.
Intellectual
Property Claims Against the Company, No Matter How Groundless, Could Cause Its
Business To Suffer
The Company's
future success and competitive position depend in part on its ability to retain
exclusive rights to its technology, including any improvements that may be made
on that technology from time to time by the Company or on its behalf. While the
technology is patented or subject to pending patent applications in the U.S.A.
and the Company knows of no challenge that has been made either against the
technology or against the Company's rights to it, and has no reason to believe
that any such challenge might be made or that the grounds for any such challenge
exist, if any intellectual property litigation were to be commenced against the
Company, no matter how groundless, the result would be significant expense,
adversely affecting further development, licensing and sales, and diverting the
efforts of its technical and management personnel and, in the event of an
adverse outcome, substantial damages and possible restrictions on the further
development licensing and use of the technology.
There is no
assurance that any of the pending applications will be issued as patents or that
any issued patent will not be determined to be invalid at a later date.
5
No Foreseeable
Dividends
The Company has
never paid a dividend on its securities. The Company does not anticipate paying
dividends in the foreseeable future.
Issuance of
Additional Securities and Dilution
The board of
directors of the Company has the authority to issue additional Common Shares or
other securities of the Company without the prior consent or vote of the
Company's shareholders. The issuance of additional Common Shares may have the
effect of diluting the proportionate equity interest and voting power of holders
of Shares.
Dependence on Key
Personnel
The senior
managers and employees of the Company are Salvatore Fuda, who serves as the
Chairman and Joseph Fuda, who serves as the Chief Financial Officer. Dr. Harry
Ruda, and a number of researchers forming the team that he oversees, are key
technical personnel, engaged pursuant to a research collaboration agreement
between the Company and the University of Toronto. The Company's success will
depend on its ability to retain certain of its senior management and key
technical personnel. It will also depend, to a large extent, on its ability to
attract and retain additional highly skilled personnel in the future.
The Company may be materially
affected by global economic and political conditions
The Company's
ability to generate revenue may be adversely affected by the slowdown in the
global economy as companies delayed their purchase decisions, reduced their
technology spending budgets, increased their purchase authorization approval
requirements, and reduced their capital expenditures by maximizing the current
capacities of their data storage equipment. The Company does not currently
anticipate any significant improvement in technology spending during 2003 and
2004. During 2002 and 2003, the Company implemented various cost-saving measures
to help mitigate the adverse effects of the slowdown in the global economy. The
Company cannot provide any assurance that a prolonged economic downturn,
particularly as it affects the technology sector, will not have additional
adverse effects on the Company's financial condition, results of operations, or
our ability to generate revenue. Furthermore, the Company cannot provide any
assurance that our cost-saving measures will be successful or sufficient to
allow the Company to commence generating revenues in future periods because
revenues will be dependent, among other things, upon on completion of the
development of the Company's technologies and procuring of revenue generating
contracts.
The Company's
financial condition and results of operations could also be materially affected
by unstable global political conditions. Terrorist attacks or acts of war could
significantly disrupt the Company's operations and the operations of the
Company's future customers, suppliers, distributors, or resellers. The Company
cannot predict the potential impact on its financial condition or results of
operations should such events occur.
The Company may be materially
affected by rapid technological change and evolving industry standards
Short product life
cycles are inherent in high-technology industries due to rapid technological
change and evolving industry standards. The Company's future financial condition
and results of operations depend on its ability to respond effectively to these
changes. The Company cannot provide any assurance that it will be able to
successfully develop, manufacture, and market innovative new products or adapt
its current products to new technologies or new industry standards. In addition,
customers may be reluctant to adopt new technologies and standards, or they may
prefer competing technologies and standards. Because the technology market
changes so rapidly it is difficult to predict the rate adoption of its
ferromagnetic memory technology.
6
The Company may be materially
affected by risks associated with new product development
New product
research and development is complex and requires the investigation and
evaluation of multiple alternatives, as well as planning the design and
manufacture of those alternatives selected for further development. Research and
development efforts could be adversely affected by any of the following:
• Hardware and software design flaws
• Product development delays
• Changes in data storage technology
• Changes in operating systems
• Changes in industry standards
Manufacturing new
products involves integrating complex designs and processes, coordinating with
suppliers for parts and components, and managing manufacturing capacities to
accommodate forecasted demand. Failure to obtain sufficient quantities of parts
and components, as well as other manufacturing delays or constraints, could
adversely affect the timing of new product introductions. The Company has
experienced product development delays in the past that adversely affected its
financial position.
The Company may be materially
affected by the risks associated with developing and protecting intellectual
property
The Company
depends on its ability to develop new intellectual property that does not
infringe on the rights of others. The Company cannot provide any assurance that
it will be able to continue to develop such new intellectual property.
The Company relies
on a combination of U.S. patent, copyright, trademark, and trade secret laws to
protect its intellectual property rights. The Company enters into
confidentiality agreements relating to its intellectual property with its
employees and consultants.
Due to financial
constraints, the Company has determined not to file patent and trademark
registration applications with foreign governments; this may expose us and our
technologies to infringement in foreign jurisdictions.
Despite all of the
Company's efforts to protect its intellectual property rights, unauthorized
parties may attempt to copy or otherwise obtain or use its intellectual
property. Monitoring the unauthorized use of the Company's intellectual property
is difficult, particularly in foreign countries. The Company cannot provide any
assurance that it will be able to adequately protect its intellectual property.
The Company may be materially
affected if it is unable to attract, retain, and motivate key employees
The Company's
future success depends in large part on its ability to attract, retain, and
motivate its key employees. The Company faces significant competition for
individuals who possess the skills required to design, develop, manufacture, and
market the Company's technologies. An inability to successfully attract, retain,
and motivate these employees in the future could have an adverse effect on the
Company's future financial condition and results of operations.
Volatility
of Common Share Price and Volume
Shareholders of
Micromem may be unable to sell significant numbers of common shares of the
Company on the NASD OTC-BB (where the common shares are currently traded)
without a significant reduction in the price of the shares, if at all.
Furthermore, there
can be no assurance that the Company will be able to meet the listing
requirements of, or achieve listing on, any other stock exchange. The market
price of the common shares of the Company may be affected significantly by
factors such as fluctuations in the Company's operating results, announcements
of technological innovations or new products by the Company or its competitors,
action by governmental agencies against the Company or the industry in general,
developments with respect to patents or proprietary rights, public concern as to
the safety of products developed by the Company or others, the interest of
investors, traders and others
7
in public companies such as the Company and general market
conditions. In recent years, the securities markets in the United States and
Canada have experienced a high level of price and volume volatility, and the
market price of securities of many companies, particularly small capitalization
companies, have experienced fluctuations which have not necessarily been related
to the operating performances, underlying asset values or prospects of such
companies.
Foreign Exchange Risks
Because we have
historically raised funding in U.S. dollars, and our costs are denominated in
Canadian dollars we may be subject to foreign exchange risks. A decrease in the
value of either of the U.S. dollar relative to the Canadian dollar could affect
our burn rates and potential profitability. We do not currently hold forward
exchange contracts or other hedging instruments to exchange foreign currencies
for U.S. dollars to offset currency rate fluctuations.
Trading Activity in our Stock may
be Reduced
Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks, like shares of our common stock, generally are equity securities with a
price of less than $5.00 (other than securities registered on some national
securities exchanges or quoted on Nasdaq). The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and, if the broker-dealer is the sole
market maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
broker-dealers who sell these securities to persons other than established
customers and "accredited investors" must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. Consequently, these
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security subject to the penny stock rules,
and investors in our common stock may find it difficult to sell their shares.
SELECTED BALANCE SHEET INFORMATION
As at,
July 31,
2003
April 30,
2003
January 31, 2003
October 31,
2002
October 31,
2001
October 31, 2000
October 31,
1999
October 31, 1998
Working
    capital (deficiency)
$ 268,818
$ 381,222
$ 822,026
$ 985,551
$ 3,455,108
$1,076,127
$(3,173,096)
$(516,425)
Capital Assets
8,006
9,554
81,558
98,654
336,839
381,125
55,097
15,334
Total Assets
691,832
860,272
1,273,538
1,583,422
14,454,470
2,219,987
585,327
164,020
Shareholder's equity (deficiency)
589,835
702,563
1,218,481
1,391,903
14,124,918
1,684,775
(3,095,695)
(500,991)
SELECTED STATEMENT OF OPERATIONS AND DEFICIT INFORMATION
For the three month periods ended,
For the years ended October 31,
July 31, 2003
April 30,
2003
January 31, 2003
2002
2001
2000
1999
1998
Interest & other income
$ 640
$ 201,135
$ 15,311
$ 165,892
$ 196,520
$ 140,231
$ 1,303
$ 2,571
Research and development
18,131
545,925
55,057
1,601,624
2,212,679
1,205,777
455,288
50,000
8
General and
    administrative expenses
95,237
171,127
133,676
1,332,820
2,513,252
6,168,810
4,753,802
452,313
Write-down
    of royalty rights
-
-
-
10,000,000
-
-
-
-
Loss before
    income taxes
112,728
515,917
173,422
12,768,552
4,529,411
7,234,356
5,207,787
499,742
Provision
    for income taxes (recovery)
-
-
-
(35,537)
30,214
25,000
-
-
Net loss
112,728
515,917
173,422
12,733,015
4,559,625
7,259,356
5,207,787
499,742
Loss per share-basic & diluted
0.00
0.01
0.00
0.27
0.10
0.19
0.14
0.02
Weighted average number of basic and
    diluted shares
46,700,937
46,700,937
46,700,937
46,396,799
44,163,669
38,763,920
36,213,319
32,120,676
STATEMENT OF CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the consolidated debt and
capitalization of the Company as at July 31, 2003 and October 31, 2002.
Designation of Security
As at July 31,
    2003
(unaudited)
As at October 31,
    2002
(audited)
Debt
-
-
Long-term debt
-
-
Obligations
    under capital leases
-
-
Total Debt
-
-
Shareholders' Equity
Share Capital
Common Shares
(authorized-
    unlimited)
$31,073,787
46,700,937 shares
$31,073,787
46,700,937 shares
Contributed surplus
$ 578,891
$ 578,891
Deferred share compensation
-
-
Deficit accumulated during the
    development stage
$ (31,062,843)
$ (30,260,775)
Total Shareholders' Equity
$ 589,835
$ 1,391,903
TOTAL CAPITALIZATION
$ 589,835
$ 1,391,903
RECENT DEVELOPMENTS
On March 1, 2003,
the Company entered into an Equipment Transfer Agreement with the University of
Toronto. Under the terms of this agreement, the Company conveyed equipment
having an estimated value of $297,600 to the University for incorporation into
the University's magnetic memory facility for the research and development and
fabrication of magnetic memory.
On May 15, 2003,
the Company entered into a Collaborative Research Agreement with Communications
and Information Technology Ontario ("CITO"), the University of Toronto and Dr.
Harry Ruda, Professor of Physics at the University of Toronto. Under the terms
of the agreement, over a period of two years the Company is required to
contribute $92,000 and $97,600 of in-kind contribution and, CITO is required to
contribute $308,000 for research
9
into "High Density Magnetic Memory Device Development". In
consideration of such contribution, CITO shall receive a royalty based on
revenues received from the sale of products incorporating intellectual property
developed under this collaboration agreement for the remaining life of patents
issued in connection with such intellectual property.
On November 1,
2002, the Company entered into an Infrastructure Agreement with the University
of Toronto to fund the assembly of a facility for research and development and
fabrication of Magnetic Memory. Under the terms of the agreement, the Company
has paid $360,000 to the University of Toronto.
On November 13,
2003, the Company entered into a second 2-year research collaboration agreement
("Second U of T Research Agreement") with Materials and Manufacturing Ontario ("MMO")
and the University of Toronto. Through the collaboration, the Company has
continued its involvement in the research and development of magnetic memory
technology, carried out by a highly skilled research team headed and assembled
by Dr. Harry Ruda. Under the agreement, which has a term of two years, the
Company has committed to providing $81,000 per year in cash and $44,400 per year
of in kind contributions and MMO has committed to providing (Cdn.) $85,000 in
cash. The combined cash contributions of the Company and MMO, (Cdn.) $332,000,
will be used to cover the operating expenses of the research collaboration over
a term of two years. MMO's funding of $170,000 (or $85,000 per year) will be
paid directly to the University of Toronto and therefore is not reflected in the
Company's financial statements. Under the agreement, the Company maintains its
ownership of its portfolio of patents and intellectual property that was
developed prior to or outside the scope of the agreement.
In August 2003,
the Company completed Unit private placements to two Canadian private investors
pursuant to prospectus and registration exemptions set forth in applicable
securities laws. Under the private placements, the Company received (US)
$162,500 as subscription proceeds for the sale and issue of 2,031,250 Units.
Each Unit consists of one Common Share and one Series A Warrant. Each Series A
Warrant entitles the holder to purchase one Common Share and one Series B
Warrant for (US) $0.08 until expiry 12 months from the date of issue. Each
Series B Warrant entitles the holder to purchase one additional Common Share for
(US) $0.08 until expiry 12 months from the date of issue.
In December 2003,
the Company completed Unit private placements to two Canadian private investors
pursuant to prospectus and registration exemptions set forth in applicable
securities laws. Under the private placements, the Company received (US) $33,000
as subscription proceeds for the sale and issue of 300,000 Units. Each Unit
consists of one Common Share and one Series A Warrant. Each Series A Warrant
entitles the holder to purchase one Common Share and one Series B Warrant for
(US) $0.11 until expiry 12 months from the date of issue. Each Series B Warrant
entitles the holder to purchase one additional Common Share for (US) $0.11 until
expiry 12 months from the date of issue.
In December 2003,
the Company also completed a Unit private placement to one Canadian private
investor pursuant to prospectus and registration exemptions set forth in
applicable securities laws. Under the private placement, the Company received
(US) $40,000 as subscription proceeds for the sale and issue of 500,000 Units.
Each Unit consists of one Common Share and one Series A Warrant. Each Series A
Warrant entitles the holder to purchase one Common Share and one Series B
Warrant for (US) $0.08 until expiry 12 months from the date of issue. Each
Series B Warrant entitles the holder to purchase one additional Common Share for
(US) $0.08 until expiry 12 months from the date of issue.
ABOUT THE COMPANY
The Company has
been pursuing the development of its two unique memory technologies
(collectively, the "Company's Technology"): (i) a memory design with the
magnetic bit aligned horizontally to the substrate (known as "HEMRAM™
"); and (ii) a memory design with the magnetic bit aligned vertically to the
substrate
______________________
1
HEMRAM™ is a trade-mark of Memtech International Inc., a
Bahamas corporation wholly-owned by the Company, used under license by the
Company and other corporations affiliated with the Company.
10
("VEMRAM™ "). The Company
has a portfolio of patents and patent applications protecting the technologies
that it is developing.
We were incorporated under the laws of the Province of
Ontario, Canada, on October 21, 1985 as Mine Lake Minerals Inc. We subsequently
changed our name to Avanti Capital Corp. on June 23, 1988 and to AvantiCorp
International Inc. on April 30, 1992 before becoming Micromem Technologies Inc.
on January 14, 1999 in connection with our acquisition of Pageant Technologies
Incorporated. Our principal executive offices are located at 777 Bay Street
Suite 1910, Toronto, Ontario M5G 2E4, Canada, or by calling him at (416)
364-6513.
PRICE RANGE OF COMMON SHARES OF THE COMPANY
The following table provides the price range of the common
shares for the periods indicated, including the previous six calendar months,
the most recent eight quarterly periods, and each calendar year that the common
shares have been publicly traded.
Period
High ($)
Low ($)
Dec 2003
0.23
0.15
Nov. 2003
0.22
0.13
Oct. 2003
0.18
0.08
Sep. 2003
0.22
0.13
Aug. 2003
0.23
0.11
Jul. 2003
0.26
0.07
4th Qtr 2003
0.23
0.08
3
rd
Qtr 2003
0.26
0.07
2nd Qtr 2003
0.31
0.05
1st Qtr 2003
0.36
0.09
4th Qtr 2002
0.17
0.05
3
rd
Qtr 2002
0.60
0.11
2nd Qtr 2002
1.21
0.43
1st Qtr 2002
2.50
0.83
Jan 1 - Dec. 31, 2003
0.31
0.05
Jan 1 - Dec. 31, 2002
1.77
0.05
Jan 3 - Dec. 31, 2001
5.28
1.28
Jan. 3 - Dec. 31, 2000
25.13
1.69
Jan. 4 - Dec. 31, 1999
8.44
2.00
Apr. 1 - Dec. 31 1998
6.19
0.19
SELLING SHAREHOLDERS
The selling shareholders are eligible to offer and sell up to
a total of
5,300,000
common
shares under this prospectus. The following table sets forth:
the name, position and/or title, and municipality
          of residence of each selling shareholder;
the number of common shares beneficially owned by
          each selling shareholder as of the date of this prospectus, assuming
          exercise of all outstanding options;
the maximum number of common shares that may be
          offered by each selling shareholder under this prospectus; and
11
the number of common shares that would be owned
          by each selling shareholder after the completion of the offering if
          such selling shareholder were to offer and sell all of the common
          shares such selling shareholder is eligible to offer and sell.
The information set forth in the table below is based on
49,532,187 common shares outstanding as of January, 23
2004, which
includes all of the shares the selling shareholders are eligible to offer under
this prospectus and assumes the exercise of all stock options outstanding as of
the date of this prospectus. All information with respect to share ownership has
been provided by the selling shareholders. The shares covered by this prospectus
may be offered by the selling shareholders or their transferees from time to
time, in whole or in part.
Selling
    Shareholder
Number of Common
    Shares Beneficially Owned Before the Offering
(1)
Number of Common
    Shares Eligible to be Offered
Common Shares
    Beneficially Owned After the Offering if all Eligible Shares are Sold
Number
Percent
Salvatore Fuda,
Chairman,
Toronto, Ontario
2,455,292
1,050,000
1,405,292
2.8%
Joseph Fuda,
President, Chief
    Executive Officer and Director
Toronto, Ontario
850,000
850,000
None
0%
Manoj Pundit,
Executive VP and
    General Counsel, and Director
Toronto, Ontario
852,478
850,000
2,478
0%
Antonio Lopes,
Chief Financial Officer,
London, Ontario
300,000
300,000
None
0%
Andrew Brandt,
Director,
Toronto, Ontario
403,000
400,000
3000
0.01%
Charles Harnick,
Director,
Toronto, Ontario
400,800
400,000
800
0%
David Sharpless,
Director,
Toronto, Ontario
400,000
400,000
None
0%
Steven Van Fleet,
Director
Lagrangeville, New York
300,000
300,000
None
0%
Stephen Fleming,
Director,
Winter Park, Florida
300,000
300,000
None
0%
George A. Kennedy, Director,
Washington, D.C.
300,000
300,000
None
0%
Martha McGroarty,
Toronto,
    Ontario
54,833
50,000
4,833
0.01%
Nina George
Mississauga,
    Ontario
50,000
50,000
None
0%
Joyce Brunton
Oakville,
    Ontario
50,000
50,000
None
0%
(1) Assumes the exercise of all stock options outstanding as of the
date of this prospectus.
12
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 1,050,000 common shares to Salvatore Fuda, none of
which he has exercised as of the date of this prospectus. All of these 1,050,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Fuda has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
1,050,000 common shares represented 2.1% of our outstanding common shares (based
on 50,582,187 common shares outstanding as of January 23,2004, assuming the
exercise of all of Mr. Salvatore's options). If Mr. Fuda sells all the shares
made available for resale in this prospectus, he will own 1,405,292 shares. Mr. Fuda
has sole voting and investment power with respect to all the shares being made
available for sale by him in this prospectus. Mr. Fuda has served as the
Chairman of the Board of Directors of the Company since January 11, 1999 and he
continues to serve in such capacity at the date of this prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 850,000 common shares to Joseph Fuda, none of which
he has exercised as of the date of this prospectus. All of these 850,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mr. Fuda has not expressed his intent as to the number of common shares,
if any, he actually will sell. Before this offering, these 850,000 common shares
represented 1.7% of our outstanding common shares (based on 50,382,187 common
shares outstanding as of January 23, 2004, assuming the exercise of all of Mr.
Fuda's options). If Mr. Fuda sells all the shares made available for resale in
this prospectus, he will not own any common shares. Mr. Fuda has sole voting and
investment power with respect to all the shares eligible to be made available
for sale by him in this prospectus. Mr. Fuda has served as the President and
Chief Executive Officer of the Company and a Director of the Company since
February 13, 2002 and he continues to serve in such capacities at the date of
this prospectus. He is the son of Salvatore Fuda.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 850,000 common shares to Manoj Pundit, none of which
he has exercised as of the date of this prospectus. All of these 850,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mr. Pundit has not expressed his intent as to the number of common
shares, if any, he actually will sell. Before this offering, these 850,000
common shares represented 1.7% of our outstanding common shares (based on
50,382,187 common shares outstanding as of January 23,2004, assuming the
exercise of all of Mr. Pundit's options). If Mr. Pundit sells all the shares
made available for resale in this prospectus, he will own 2,478 shares. Mr.
Pundit has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Pundit has
served as the Executive Vice President and General Counsel of the Company since
July 17, 2000 and he continues to serve in such capacities at the date of this
prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Antonio Lopes, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Lopes has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Lopes's options). If Mr. Lopes sells all the shares made
available for resale in this prospectus, he will not own any common shares. Mr.
Lopes has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Lopes, he
has been the CFO of the Company since November 1, 2002 and he continues to serve
in such capacity at the date of this prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to Andrew Brandt, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Brandt has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Brandt's options). If Mr. Brandt sells all the shares
made available for resale in this prospectus, he will own 3000 shares. Mr.
Brandt has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Brandt has
served as a Director of the Company since June 29, 2000 and he continues to
serve in such capacity at the date of this prospectus.
13
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to Charles Harnick, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Harnick has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Harnick's options). If Mr. Harnick sells all the shares
made available for resale in this prospectus, he will own 800 shares. Mr.
Harnick has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Harnick
has served as a Director of the Company since June 29, 2000 and continues to
serve in such capacity at the date of this prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 400,000 common shares to David Sharpless, none of
which he has exercised as of the date of this prospectus. All of these 400,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Sharpless has not expressed his intent as to the number
of common shares, if any, he actually will sell. Before this offering, these
400,000 common shares represented 0.8% of our outstanding common shares (based
on 49,932,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Sharpless's options). If Mr. Sharpless sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Harnick has sole voting and investment power with respect to all the
shares eligible to be made available for sale by him in this prospectus. Mr.
Sharpless has served as a director of the Company since March 2001 and continues
to serve in such capacity at the date of this prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Steven Van Fleet, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Van Fleet has not expressed his intent as to the number
of common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Van Fleet's options). If Mr. Van Fleet sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Van Fleet has sole voting and investment power with respect to all
the shares eligible to be made available for sale by him in this prospectus. Mr.
Van Fleet has served as a director of the Company since April 30, 2002
.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to Stephen Fleming, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Fleming has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Fleming's options). If Mr. Fleming sells all the shares
made available for resale in this prospectus, he will not own any common shares.
Mr. Fleming has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Fleming
has served as a director of the Company since January 11,1999
.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 300,000 common shares to George A. Kennedy, none of
which he has exercised as of the date of this prospectus. All of these 300,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Mr. Kennedy has not expressed his intent as to the number of
common shares, if any, he actually will sell. Before this offering, these
300,000 common shares represented 0.6% of our outstanding common shares (based
on 49,832,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Mr. Kennedy's options). If Mr. Kennedy sells all the shares
made available for resale in this prospectus, he will not own any common shares.
Mr. Kennedy has sole voting and investment power with respect to all the shares
eligible to be made available for sale by him in this prospectus. Mr. Kennedy
has served as a Director of the Company since June 29, 2000 and he continues to
serve in such capacity at the date of this prospectus.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Martha McGroarty, none of
which she has exercised as of the date of this prospectus. All of these 50,000
common shares are eligible to be made available for resale pursuant to this
prospectus, though Ms. McGroarty has
14
not expressed her intent as to the number
of common shares, if any, she actually will sell. Before this offering, these
50,000 common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. McGroarty's options). If Ms. McGroarty sells all the
shares made available for resale in this prospectus, she will own 4,833 common
shares. Ms. McGroarty has sole voting and investment power with respect to all
the shares eligible to be made available for sale by her in this prospectus. Ms
McGroarty has been an employee of the Company since January 1, 2001.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Nina George, none of which
she has exercised as of the date of this prospectus. All of these 50,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Ms. George has not expressed her intent as to the number of common
shares, if any, she actually will sell. Before this offering, these 50,000
common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. George's options). If Ms. George sells all the shares
made available for resale in this prospectus, she will not own any common
shares. Ms. George has sole voting and investment power with respect to all the
shares eligible to be made available for sale by her in this prospectus. Ms
George has been an employee of the Company since January 22, 2001.
On July 2, 2003, pursuant to the Plan, the Company granted
options for the purchase of 50,000 common shares to Joyce Brunton, none of which
she has exercised as of the date of this prospectus. All of these 50,000 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Ms. Brunton has not expressed her intent as to the number of common
shares, if any, she actually will sell. Before this offering, these 50,000
common shares represented 0.1% of our outstanding common shares (based on
49,582,187 common shares outstanding as of January 23, 2004, assuming the
exercise of all of Ms. Brunton's options). If Ms. Brunton sells all the shares
made available for resale in this prospectus, she will not own any common
shares. Ms. Brunton has sole voting and investment power with respect to all the
shares eligible to be made available for sale by her in this prospectus. Ms
Brunton has been an employee of the Company since January 1, 2002.
USE OF PROCEEDS
We will receive none of the net proceeds from the sale of
common shares made available by this prospectus; however, we will receive the
exercise price thereof, which will be used for working capital.
LEGAL MATTERS
Certain legal matters in connection with the offering of
the common shares will be passed upon by Chitiz Pathak LLP of Toronto, Ontario,
and Hodgson Russ LLP of Toronto, Ontario and Buffalo, New York.
PLAN OF DISTRIBUTION
We are registering the common shares offered by this
prospectus on behalf of the selling shareholders. We will pay all expenses of
registration of the shares offered hereby, other than commissions, discounts and
concessions of underwriters, dealers or agents. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of the shares will be
borne by the selling shareholders. We will not receive any of the proceeds from
the sale of the shares by the selling shareholders.
The selling shareholders may sell shares under this
prospectus from time to time in transactions, including one or more block
transactions, on the NASD OTC Bulletin Board, in the public market off the NASD
OTC Bulletin Board, in privately negotiated transactions, or in a combination of
such transactions. Each sale may be made either at the market price prevailing
at the time of sale or at a negotiated price. The selling shareholders may
effect these transactions by selling their shares directly to purchasers or to
or through broker-dealers, which may act as agents or principals. These
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling shareholders and/or the purchasers of shares for
whom these broker-dealers may act as agents or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). Any shares covered by this prospectus that qualify
for sale under Rule 144 of the
Securities Act
may be sold under Rule 144
rather than under this prospectus. All expenses of registration incurred in
15
connection with this offering are being borne by the Company,
but all brokerage commissions and other expenses incurred by a selling
shareholder will be paid by that selling shareholder.
The selling shareholders and any broker-dealers that act in
connection with the sale of the shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the
Securities Act
. Consequently,
any commissions received by these broker-dealers and any profit on the resale of
the shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the
Securities Act
. The
selling shareholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the
Securities Act
.
Because the selling shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the
Securities Act
,
the selling shareholders will be subject to the prospectus delivery requirements
of the
Securities Act
, which may include delivery through the facilities
of the Nasdaq National Market pursuant to Rule 153 under the
Securities Act
.
EXPERTS
Our financial statements as at October 31, 2002 and for the
year then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the report of Ernst & Young LLP,
independent chartered accountants, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. The financial
statements as at October 31, 2001and for the year then ended and for the
cumulative period from September 3, 1997 to October 31, 2001, have been
incorporated by reference herein and were audited by KPMG LLP who expressed
opinions without reservation on those statements in their reports dated December
20, 1999 and November 16, 2001
.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT
LIABILITIES
Reference is made to Section 136 of the
Business Corporations Act
(Ontario), which provides:
Indemnification of Directors
(1)
A corporation may indemnify a director or officer
        of the corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his or her heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgement, reasonably incurred by him or
        her in respect of any civil, criminal or administrative action or
        proceeding to which he or she is made a party by reason of being or
        having been a director or officer of such corporation or body corporate,
        if,
(a)
he or she acted honestly and in
            good faith with a view to the best interests of the corporation; and
(b)
in the case of a criminal or
            administrative action or proceeding that is enforced by a monetary
            penalty, he or she had reasonable grounds for believing that his or
            her conduct was lawful.
Idem
(2)
A corporation may, with the approval of the
        court, indemnify a person referred to in subsection (1) in respect of an
        action by or on behalf of the corporation or body corporate to procure a judgement
        in its favor, to which the person is made a party by reason of being or
        having been a director or an officer of the corporation or body
        corporate, against all costs, charges and expenses reasonably incurred
        by the person in connection with such action if he or she fulfils the
        conditions set out in clauses (1)(a) and (b).
16
Idem
(3)
Despite anything in this section, a person referred
        to in subsection (1) is entitled to indemnity from the corporation in
        respect to all costs, charges and expenses reasonably incurred by him in
        connection with the defense of any civil, criminal or administrative
        action or proceeding to which he or she is made a party by reason of
        being or having been a director or officer of the corporation or body
        corporate, if the person seeking indemnity,
(a)
was substantially successful on
            the merits in his or her defense of the action or proceeding; and
(b)
fulfils the conditions set out in
        clauses (1)(a) and (b).
Liability Insurance
(4)
A corporation may purchase and maintain insurance for
        the benefit of any person referred to in subsection (1) against the
        liability incurred by the person,
(a)
in his or her capacity as a
            director or officer of the corporation, except where the liability
            relates to the person's failure to act honestly and in good faith
            with a view to the best interests of the corporation; or
(b)
in his or her capacity as a
            director or officer of another body corporate where the person acts
            or acted in that capacity at the corporation's request, except where
            the liability relates to the person's failure to act honestly and in
            good faith with a view to the best interests of the body corporate.
Application to court
(5)
A corporation or a person referred to in subsection
        (1) may apply to the court for an order approving an indemnity under
        this section and the court may so order and make any further order it
        thinks fit.
Idem
(6)
Upon an application under subsection (5), the court
        may order notice to be given to any interested person and such person is
        entitled to appear and be heard in person or by counsel.
Reference is made to Paragraph 25 of the Company's Bylaw
No. 1, which sets forth the following provisions relating to the indemnification
of directors and officers:
"The Corporation shall indemnify the directors and officers
of the Corporation, former directors or officers of the Corporation or a person
who acts or acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor and
his heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."
Reference is made to Paragraph 26 of the Company's Bylaw No. 1, which sets
forth the following provisions relating to insurance for directors and officers:
17
"The Corporation may purchase and maintain insurance for the
benefit of the directors or officers of the Corporation, former directors or
officers of the Corporation or persons who act or acted at the Corporation's
request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor and his heirs and legal representatives against
any liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."
Insofar as indemnification for liabilities arising under the
Securities Act
may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, we have been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the
Securities Act
and is therefore unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration
Statement the following documents:
(a)
our annual report on Form 20-F for the fiscal
    year ended October 31, 2002;
(b)
the description of our common shares, which
    is contained under the heading "Description of Securities to Be Registered"
    in the prospectus that is part of our Registration Statement on Form 20-F
    pursuant to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and
    any amendment or report filed for the purpose of updating such description;
(c)
any Form 6-K subsequently filed
            with the SEC which is identified by us as being incorporated by
            reference into this prospectus; and
(d)
all other reports filed pursuant
            to Section 13(a) or 15(d) of the Exchange Act since the end of the
            fiscal year covered by the registrant document referred to in (a)
            above.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Certain legal matters in connection with the common
shares being issued by the Company and registered pursuant to this Registration
Statement have been passed upon for us by Chitiz Pathak LLP, Toronto, Ontario.
Manoj Pundit, Executive Vice-President, General Counsel, and Secretary of the
Company, who owns less than 2% of all issued and outstanding common shares of
the Company, also has served as a partner at Chitiz Pathak LLP and its
predecessor firms since December 1995 and he has an equity interest in the
Company.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 136 of Business Corporations Act (Ontario),
which provides:
18
Indemnification of Directors
(1)
A corporation may indemnify a director or officer
        of the corporation, a former director or officer of the corporation or a
        person who acts or acted at the corporation's request as a director or
        officer of a body corporate of which the corporation is or was a
        shareholder or creditor, and his or her heirs and legal representatives,
        against all costs, charges and expenses, including an amount paid to
        settle an action or satisfy a judgement, reasonably incurred by him or
        her in respect of any civil, criminal or administrative action or
        proceeding to which he or she is made a party by reason of being or
        having been a director or officer of such corporation or body corporate,
        if,
(a)
he or she acted honestly and in
            good faith with a view to the best interests of the corporation; and
(b)
in the case of a criminal or
            administrative action or proceeding that is enforced by a monetary
            penalty, he or she had reasonable grounds for believing that his or
            her conduct was lawful.
Idem
(2)
A corporation may, with the approval of the
        court, indemnify a person referred to in subsection (1) in respect of an
        action by or on behalf of the corporation or body corporate to procure a judgement in its favor, to which the person is made a party by reason of
        being or having been a director or an officer of the corporation or body
        corporate, against all costs, charges and expenses reasonably incurred
        by the person in connection with such action if he or she fulfils the
        conditions set out in clauses (1)(a) and (b).
Idem
(3)
Despite anything in this section, a person referred
        to in subsection (1) is entitled to indemnity from the corporation in
        respect to all costs, charges and expenses reasonably incurred by him in
        connection with the defense of any civil, criminal or administrative
        action or proceeding to which he or she is made a party by reason of
        being or having been a director or officer of the corporation or body
        corporate, if the person seeking indemnity,
(a)
was substantially successful on
            the merits in his or her defense of the action or proceeding; and
(b)
fulfils the conditions set out in clauses
    (1)(a) and (b).
Liability Insurance
(4)
A corporation may purchase and maintain insurance for
        the benefit of any person referred to in subsection (1) against the
        liability incurred by the person,
(a)
in his or her capacity as a
            director or officer of the corporation, except where the liability
            relates to the person's failure to act honestly and in good faith
            with a view to the best interests of the corporation; or
(b)
in his or her capacity as a
            director or officer of another body corporate where the person acts
            or acted in that capacity at the corporation's request, except where
            the liability relates to the person's failure to act honestly and in
            good faith with a view to the best interests of the body corporate.
Application to court
19
(5)
A corporation or a person referred to
        in subsection (1) may apply to the court for an order approving an
        indemnity under this section and the court may so order and make any
        further order it thinks fit.
Idem
(6)
Upon an application under subsection
        (5), the court may order notice to be given to any interested person and
        such person is entitled to appear and be heard in person or by counsel.
Reference is made to Paragraph 25 of the Corporation's Bylaw
No. 1, which sets forth the following provisions relating to the indemnification
of Directors and Officers:
"The Corporation shall indemnify the directors and officers
of the Corporation, former directors or officers of the Corporation or a person
who acts or acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor and
his heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."
Reference is made to Paragraph 26 of the Corporation's Bylaw
No. 1, which sets forth the following provisions relating to insurance for
Directors and Officers:
"The Corporation may purchase and maintain insurance for the
benefit of the directors or officers of the Corporation, former directors or
officers of the Corporation or persons who act or acted at the Corporation's
request as a director or officer of a body corporate of which the Corporation is
or was a shareholder or creditor and his heirs and legal representatives against
any liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number
Description
4.1
The Stock Option Plan of Micromem Technologies Inc dated
                February 14, 2001.
20
5.1
Opinion of Chitiz Pathak LLP, regarding legality of
                securities being registered (including consent).
23.1
Consent of Ernst & Young LLP
23.2
Consent of KPMG LLP.
23.3
Consent of Chitiz Pathak LLP (included
                in the opinion filed as Exhibit 5.1 to this registration
                statement).
24
Power of Attorney (contained on the signature
    page hereto).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)         to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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)         that, for the purpose of determining any liability under
the
Securities Act
, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide
offering thereof; and
(3)         to remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act
, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act
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 defense 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
Securities Act
and will be governed by the final adjudication of such issue.
21
SIGNATURES
Pursuant to the requirements of the
Securities Act
, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, Canada, on this
23rd day of January, 2004.
MICROMEM TECHNOLOGIES INC.
By:
/s/ Joseph Fuda
Name: Joseph Fuda
Title: President
Pursuant to the requirements of the
Securities Act
, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated.
Signature
Title
Date
/s/ Joseph Fuda
Joseph
    Fuda
President, Chief Executive
    Officer and Director (Principal Executive Officer)
January 23, 2004
/s/ Antonio Lopes
Antonio Lopes
Chief Financial Officer
    (Principal Financial and Accounting Officer)
January 23, 2004
/s/ Salvatore Fuda
Salvatore Fuda
Chairman of the Board of
    Directors
January 23, 2004
/s/ Manoj Pundit
Manoj
    Pundit
Executive Vice-President,
    General Counsel and Director
January 23, 2004
/s/ Andrew Brandt
Andrew Brandt
Director
January 23, 2004
/s/ Charles A. Harnick Q.C.
Charles A. Harnick Q.C.
Director
January 23, 2004
/s/ David Sharpless
David Sharpless
Director
January 23, 2004
/s/ Steven Van Fleet
Steven Van Fleet
Director
January 23, 2004
/s/ Stephen Fleming
Stephen Fleming
Director
January 23, 2004
/s/ George A. Kennedy
George A. Kennedy
Director
January 23, 2004
22
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each officer or director
of Micromem Technologies Inc. whose signature appears below constitutes and
appoints Manoj Pundit
and Joseph Fuda
,
each
respectively
his true and lawful attorney-in-fact and agent, with full and several power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including post-effective amendments,
and supplements to this Registration Statement, and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) under the
Securities Act
, as amended, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the United States Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act
, as
amended, the above Power of Attorney has been signed below by the following
persons in the capacities indicated.
Signature
Title
Date
/s/ Joseph Fuda
Joseph
    Fuda
President, Chief Executive
    Officer and Director (Principal Executive Officer)
January 23, 2004
/s/ Antonio Lopes
Antonio Lopes
Chief Financial Officer
    (Principal Financial and Accounting Officer)
January 23, 2004
/s/ Salvatore Fuda
Salvatore Fuda
Chairman of the Board of
    Directors
January 23, 2004
/s/ Andrew Brandt
Andrew Brandt
Director
January 23, 2004
/s/ Charles A. Harnick Q.C.
Charles Harnick, Q.C.
Director
January 23, 2004
/s/ David Sharpless
David Sharpless
Director
January 23, 2004
/s/ Steven Van Fleet
Steven Van Fleet
Director
January 23, 2004
/s/ Stephen Fleming
Stephen Fleming
Director
January 23, 2004
/s/ George A. Kennedy
George A. Kennedy
Director
January 23, 2004
/s/ Manoj Pundit
Manoj Pundit
Executive Vice-President,
    General Counsel and Director
January 23, 2004
23
Pursuant to the requirements of Section 6(a) of the
Securities Act
, as
amended, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Micromem Technologies Inc. in
the United States, in the City of Buffalo, in the State of New York, U.S.A., on
January 27, 2004.
By:
/s/ Joseph P. Galda
Joseph P. Galda
24
EXHIBIT INDEX
Exhibit No.
Description
4.1
The Stock Option Plan of
    Micromem Technologies Inc dated February 14, 2001.
5.1
Opinion of Chitiz Pathak LLP, regarding legality of
    securities being registered (including consent).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of KPMG LLP
23.3
Consent of Chitiz Pathak LLP (included in the opinion
    filed as Exhibit 5.1 to this registration statement).
24
Power of Attorney (contained on the signature page
    hereto).
25