Back to GetFilings.com

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

CREATOR CAPITAL LIMITED
-------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     
Yes [X]     No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing price of $0.06 for the Common Stock as reported by the OTC Bulletin Board March 22, 2004 is $5,447,702

The number of shares outstanding of the issuer's Common Stock, as of March 22, 2004: 90,795,037

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the 2004 Annual Meeting of Shareholders, which will be filed within 14 business days, are incorporated by reference into Part III hereof.

- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CREATOR CAPITAL LIMITED

ANNUAL REPORT ON FORM 10-K

ITEM 1. BUSINESS

Corporate History and Development

Creator Capital Limited (the "Company" or "CCL"), formerly Interactive Entertainment Limited was incorporated pursuant to the laws of the Province of British Columbia on January 28, 1981 under the name Tu-Tahl Petro Inc. On May 10, 1990, the Company changed its name to Creator Capital Inc. The Company was reincorporated through the continuance of its corporate existence from the Province of British Columbia to the Yukon Territory on July 15, 1992. On January 23, 1995, the Company changed its name to Sky Games International Ltd. ("SGI"). Effective February 22, 1995, the Company continued its corporate existence from the Yukon Territory to Bermuda as an exempted company under the Companies Act 1981 (Bermuda) (the "Bermuda Act"). In June, 1997, the Company changed its name to Interactive Entertainment Limited following consummation of the amalgamation of the Company's wholly-owned subsidiary, SGI Holding Corporation Limited ("SGIH"), and SGIH's formerly 80% owned subsidiary, then known as Interactive Ent ertainment Limited ("Old IEL"). This was followed immediately by an amalgamation of SGI with the survivor of the first amalgamation (the "Amalgamations"). Pursuant to a Special Resolution passed by shareholders at the September 19, 2000 Annual General Meeting, the Company changed its name to Creator Capital Limited. Unless the context otherwise requires, the term "Company" refers to Creator Capital Limited ("CCL"), its wholly-owned subsidiaries, IEL (Singapore) Pte. Ltd., Sky Games International Corporation ("SGIC"), and Inflight Interactive Ltd. ("IIL"), Creator Island Equities Inc. ("CIEI"), and for periods prior to June 17, 1997, also SGIH and Old IEL, which was the Company's principal operating subsidiary from December 30, 1994, through such Amalgamations.

IEL (Singapore) Pte. Ltd. was struck off the Singapore Register of Companies, at the Company's request, on September 23, 2000. IIL (UK) was struck off the UK Companies House Register on May 6, 2003 following an application lodged by the Company on December 10, 2002. Currently, CIEI (Canada), SGIC (US), each of which are wholly owned subsidiaries, are considered to be inactive.

The initial purpose of the Company was natural resource exploration and development. Beginning in January 1991 the Company concentrated its efforts on acquiring, developing and commercializing a gaming technology marketed as Sky Games™ for inflight use by international airline passengers and patrons in other non-traditional gaming venues. In pursuit of this purpose, the Company in 1991 acquired the principal assets of Nevada-based Sky Games International, Inc. ("SGII"). In late 1994, the Company formed Old IEL as a joint venture with subsidiaries of Harrah's Entertainment, Inc., ("Harrah's"). This resulted in the transfer to Old IEL of the Company's inflight gaming business and the execution of a management agreement with Harrah's with respect to Old IEL and other related relationships. Pursuant to such management agreement, Old IEL's operations were managed by a Harrah's subsidiary. The description herein of the Company's operations from December 30, 1994 through June 17, 1997 with respect to in flight gaming activities refers to the operations of Old IEL under the management of this subsidiary of Harrah's.


Business Overview

1.   Sky Games

The Sky Games system was developed to introduce gaming to international airline passengers. The system is designed to enable users to play a number of casino-type games from their seats by way of a built-in, color, interactive, in-seat monitor. The Company believed that an opportunity existed to introduce casino games on international air flights. In April of 1996, the Company announced the signing of contracts for the provision of gaming services to Singapore Airlines ("SIA"). The first flight with gaming was launched on June 1, 1998. A second aircraft was added in mid-October, 1998. Passenger participation was disappointing. On November 12, 1998, the Company announced that it had been unable to attract the additional capital necessary for continued development of its Sky Games inflight gaming business. The Company also announced that it had discontinued all operations associated with the Sky Games product line. All employees were terminated as of November 13, 1998. Those former employee s that subsequently had been retained on a part-time contract basis to continue operations and support the Sky Play product, are no longer associated with CCL. Two former employees, through their corporate entity, eFlyte, had been contracted to attend to the Sky Play business. eFlyte terminated its contract with the Company as of April 22, 2001. The technical aspect of the business is now contracted to the Company's current C.T.O.

On April 30, 1997, the Company entered into a Consulting Agreement with James P Grymyr, whereby he would provide consulting services to the Company from time to time, as requested by the Company. Under the terms of this agreement, the Company issued 586,077 shares of Common Stock to Mr Grymyr as consideration for all such consulting services, both past and future. During March, 2001, Mr Grymyr informed the Company that he did not provide any consulting services to the Company. Furthermore, he indicated that the agreement was never operational. A review of the Company's records, and conversations with previous management did not reveal any evidence to the contrary. Therefore, Mr Grymyr offered to annul the Consulting Agreement and return the shares to the Company for cancellation. The Company accepted this offer under the terms of the Annulment Agreement dated June 20, 2001. Mr Grymyr has completed his undertakings to the company. The company is in the process of completing the cancellation of the 586 ,077 shares.


2.  Sky Play

On January 13, 1998, CCL completed the acquisition of all the outstanding capital stock of Inflight Interactive Limited ("IIL") in exchange for 500,000 shares of the Company's $.01 par value common stock (the "Common Stock"). IIL is a United Kingdom developer and provider of amusement games to the airline industry. The acquisition was accounted for using the purchase method. The games are marketed under the name Sky Play. As at December 31, 2003, the Sky Play games were operating on a number of airlines, including Air China, Cathay Pacific, Emirates Air, Japan Air Lines and Sri Lankan Airways.


3.  Investment -China Lotteries

On September 22, 2001, the Company entered into an Investment agreement with Trade Watch Consultants Limited (formerly Asset China Investments Ltd.) ("TWC"). TWC holds 70% of the outstanding shares of Beacon Hill Enterprises Ltd. Beacon Hill holds the license for and operates one of two major Soccer Betting Lottery locations in Guangzhou City, Guangdong Province, People's Republic of China. In exchange for 1,500,000 shares of the Company's Common Stock, and an investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives 80% of the proceeds of the business profits generated from Asset China's sports betting and lottery assets. To date, the Company has forwarded HK$900,000.00 (US$115,030.00). To date, no business profits have been generated nor distributed. No further funds will be forwarded and the shares will not be distributed until there are business profits generated and distributed.

On November 1, 2001, the Company entered into an Investment agreement with Lee John Associates ("LJA"). LJA is engaged in the business of owning the licenses for and operating several lottery locations in Guangzhou City, Guangdong Province, Peoples' Republic of China. In exchange for 500,000 shares of the Company's common stock, the Company shall receive 80% of the proceeds of the business profits generated from Lee John's Lottery businesses.

As of August 2003, CCL had not yet received any funds under the agreements with TWC and LJA. Therefore, upon detailed re-evaluation and analysis all parties mutually agreed to amend the original agreements. On September 1, 2003, CCL amended these two agreements as described below:

The original agreement with TWC required a total investment of US$180,050.00 (HK$1,500,000) and the issuance of 1,500,000 CCL common shares to TWC. To date, CCL has funded US$115,000.00, but has not issued any common shares. Initially, both TWC and Beacon Hill Enterprises Ltd. ("BHE"), agreed that TWC's 70% ownership in Beacon Hill would be reduced to 49% (due to the partial completion of the original funding of US$180,050.00). The agreement was then finalized as a Licensing arrangement, whereby the $115,000 advanced was deemed to a one-time, full payment of the license fee to allow TWC to sell lottery tickets through a dedicated Website www.worldwidelotteries-china.com. The 1,500,000 CCL common shares will not be issued as a part of the amended arrangement.

The original agreement with LJA required CCL to issue 500,000 CCL common shares in exchange for 80% of LJA's business profits generated from its seven sales locations within Guangdong Province, in the People's Republic of China. As of September 1, 2003, CCL had not received any funds from LJA, nor had CCL issued the 500,000 common shares. This agreement was cancelled on September 1, 2003.

As of December 31, 2003, CCL had completed the development of the website (www.worldwidelotteries-china.com), which is directed towards the international marketing and sales of the Soccer Betting Lottery. During the 3^rd Quarter 2003, approval was obtained and an agreement was reached with a Credit Card Payment processing provider. Subsequently, the provider was unable to provide the required services due to an internal issue. In the 4^th Quarter 2003, agreement was reached with NEteller to provide payment processing services.

On September 19, 2003, CCL's wholly owned subsidiary, Trade Watch Consultants Ltd. ("TWC") of the British Virgin Islands, entered into a Licensing Agreement with Action Poker Gaming Inc. ("APG"), a wholly owned subsidiary of Las Vegas From Home.com Entertainment. APG provides Gaming Software designed for the on-line gaming industry. TWC's Website www.worldwidegaming-asia.com. will feature Asian Themed games such as "Chinese Poker", "Pan" and "Big 2". A percentage of gaming revenue realized from the Website is payable to Action Poker Gaming Inc. on a monthly basis.

As at December 31, 2003, the Website content and design has not been forwarded to CCL for approval.


The Product

1.   Sky Play

Sky Play offers airlines the choice of up to 19 amusement games. Unlike Nintendo-style games, which are designed to keep the player challenged and interested over long periods of time, and which generally require player skill developed over a period of time, CCL has selected and developed the Sky Play amusement games which have very simple rules, are already well known or easy to learn, and are very simple to play. Games are licensed to airlines for a monthly license fee on a per game, per aircraft basis. CCL is upgrading the games currently featured in the Sky Play PC Interactive Games Catalogue so that they will operate on the newer versions of MAS IFE hardware being introduced into the airlines industry. CCL is also simultaneously in the process of developing several new games for the Sky Play PC Interactive Games Catalogue,

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

2.   Sky Games

The U.S. Patent and Trademark Office has granted CCL the following federal registrations;

Subsequent to the year-end, on January 13, 2004, "Casino Class" "We Make Time Fly" (& Design) was published for opposition

The Industry

The Boeing Company's Current Market Outlook (CMO) for 2003 makes the following observation:
      "The Current Short-Term Cycle is Severe
       "The Airline industry is in the midst of the most serious short-term downturn in modern aviation history.
      World traffic measured in RPKs (Revenue Passenger Kilometres) experienced negative growth in the 2001 and
      no growth in 2002. As 2003 unfolds, geopolitical conflict and the SARS virus continue to negatively impact the
      health of the airline industry. The Boeing Forecast predicts 5% fewer world RPKs will be flown in 2022 than
      there would have been without the current short-term cycle"

       "The Long-Term Forecast Remains Healthy
      In the short term, air travel is influenced by business cycles, consumer confidence, and exogenous events. Over
      the long-term, cycles smooth out and GDP, international trade, lower fares, and network service improvement
      trends become paramount. During the next 20 years, economies will grow annually b y 3.2 %, and air travel
      will continue its historic relationship with GDP by growing at an average annual rate of 5.1%"

Having made that observation, utilizing 2003 as the base year, Boeing is still forecasting passenger traffic growth of 5.1% annually over the next 20 years, an increase of 0.6%. The report noted that, to meet that growth, airlines are expected to add over 24,275 airplanes to their fleets, worth more than $1.9 trillion in 2002 US Dollars for a total worldwide fleet of 34,000 aircraft. Boeing estimates that approximately 26% of these new aircraft will be intermediate (twin-aisle) and large aircraft. However, of that 26%, deliveries of 747-size or larger aircraft will decrease from 7% to 4%, while deliveries of intermediate size (twin-aisle) aircraft will increase from 18% to 22%. CCL believes these forecasts represent a substantial market for IFE systems and inflight content over the long-term.

Inflight Entertainment and Communications Outlook 2001, published by the Inflight Management Development Centre (IMDC), reviews the IFE market in detail and highlights the following key findings: 1) Airline expenditure on IFE is expected to total US$1.95 billion for 2001 -the first time that there has been a reduction in overall expenditure. 2) Airline expenditure is expected to grow again during 2002, rising to approximately US$3 billion by 2005. 3) At the beginning of 2001, some 4,630 aircraft had some form of IFE onboard, while fewer than 2,000 of these aircraft have "advanced" IFE systems onboard. 4) the IMDC forecast expects 14,072 passenger aircraft with 100 or more seats to be in service by 2001, of which 7,165 will be fitted with IFE.

IMDC also sees a 20% smaller market for new aircraft than Boeing, resulting is a total of 13,900 new aircraft in 2021 vs. Boeing's prediction of 17,200 new aircraft.

According to IMDC, during 2001 IATA member airlines produced a combined operating profit of US$9.9 billion vs. a loss of US$9.7 billion in 2000. However, the US airline accounted for the vast majority of that loss.

IMDC also reports that during the first half of 2002, all the U.S. airlines continued to report losses, while in the Europe and Asia-Pacific regions, financial results were mixed, even though the majority of airlines reporting showed gains. Air traffic increased slightly through the Asia-Pacific region by an average 2.2%, while the North American traffic decreased by an average 11.4%, and European traffic was down an average 8.4%. It is interesting to note that capacities had decreased worldwide.

While CCL continues to concentrate its focus on the airline market for the moment, the Company is also prepared to enter other venues such as cruise ships, ferry boats, trains and hotel rooms.

Competition

There are currently seven major competitors supplying the inflight games marketplace: Creator Capital, DTI, eFlyte, Inflight Digital, Intergame, Nintendo and Western Outdoor Interactive.

IMDC reports that there are three main types of interactive software packages offered by games suppliers; games; gambling software, and educational software. Not all suppliers supply in all three areas. CCL currently offers games and gambling software.

Market and Marketing

In the very competitive airline market, airlines are seeking a distinctive, competitive edge to attract and retain paying customers. Entertainment and service systems form a part of the airlines' current business strategy. CCL believes that the principal benefit of its product to the airlines, is the ability to enhance entertainment offerings to passengers. IFE systems are capital intensive; however, providing passenger service and comfort, especially for first and business class travelers, is a major area of competition for airlines. The target market for Sky Play has been domestic and foreign airlines, which have committed to the purchase of, or already have installed IFE systems. Over the past three years, the airline industry worldwide, especially in the United States has been seriously affected the Global Geopolitical climate; SARS virus and by the failure of regional economies to recover and thrive. Total airline industry losses in 2001 were almost US$12 billion.

CCL is currently reviewing its future strategies in the airline market by researching and evaluating the process of developing several new games for the Sky Play PC Interactive Games Catalogue, while updating some of the current games. This will enable CCL to offer current client fresh material, while affording an opportunity to re-visit previous clients and potential new clients. CCL is also currently re-evaluating and redesigning the Sky Games^®. In-flight Gaming System in order to ensure its smooth integration in to the newer, more sophisticated IFE hardware platforms being developed an introduced to the Airline Industry today.

IMDC made the following statements in its IFE Market Monitor -September 2002 Edition:
      "IMDC research has shown that, on average, 25% of passengers would like to see PC games as feature of IFE.
      4% of passengers would like to see games on short-haul flights."

      "It is clear that, as the aircraft market starts to have a relatively high penetration of reliable interactive IFE
      systems, inflight games have become an integral part of any interactive content offering. With almost every
      wide-body now being delivered with an IFE system capable of providing multi-channel entertainment, and a
      high proportion of these with an interactive system, it is clear that the customer-base and the number of aircraft
      served by the inflight games suppliers will significantly increaser in the coming years."

CCL feels that, while the airline industry may be having its difficulties in the short-term, the long-term forecasts are most encouraging for the IFE games sector as a whole.

Manufacturing

As a software producer and operator, the Company has no manufacturing capability. CCL's software is designed to interface with in-cabin hardware, including onboard computers, file servers, distribution and communication systems, manufactured by various suppliers for the airlines.

Sky Games System Acquisition

On November 7, 1991, the Company entered into an agreement, with subsequent amendments, with Sky Games International, Inc. ("SGII") to purchase technology, proprietary rights and prototypes of the casino games known as "Sky Games." The purchase price of the assets was 300,000 shares of the Company's $.01 par value common stock (the "Common Stock") issued to SGII at a deemed price of $1.65 per share, plus an additional 3,000,000 shares of Common Stock held in escrow to be released on the basis of one share for each U.S. $1.78 of net cash flow generated from the assets over a ten-year period (the "Performance Shares"). Of the 3,000,000 shares, 2,000,000 were issued to SGII and 1,000,000 shares to Anthony Clements, an advisor to and director of the Company. The Performance Shares are held in escrow by Computershare Investor Services in Vancouver, B.C., Canada. As of April 30, 1997, the holders of the Performance Shares agreed with the Company to tender such shares to the Company when and if they are rel eased from the escrow, and the Company has agreed to cancel such shares. The holders of the Performance Shares have also granted an irrevocable proxy to a bank, which has irrevocably agreed not to vote such shares. Even though the Performance Shares are subject to cancellation and may not be voted, they remain issued and outstanding. Therefore, the management of the Company has included the Performance Shares in the calculation of total outstanding shares.

The Amalgamations

Effective as of December 30, 1994, the Company, through SGIH, and Harrah's Interactive Investment Company ("HIIC") completed the formation of Old IEL as a joint venture corporation incorporated as an exempted company under the Bermuda Act. At the same time, (i) Old IEL entered into a management agreement (the "Management Agreement") with Harrah's Interactive Entertainment Company (the "Manager"), (ii) the prior consulting agreement between Harrah's and SGIC was terminated, (iii) SGIC assigned all right, title and interest in the Sky Games system and related trademarks and trade names to the Company, and (iv) the Company licensed the Sky Games system and certain related trademarks and trade names to Old IEL. In connection with the Amalgamations, the contractual agreements with the affiliates of Harrah's were terminated.

The ownership interests of the Company and HIIC in Old IEL were 80% and 20%, respectively, prior to the Amalgamations. The Company and HIIC had funded a total of $5 million to Old IEL. Additional capital, if not available from third parties, was to have been provided by the Company and HIIC in proportion to their shareholdings. The Executive Committee of Old IEL was to determine whether additional capital was to be provided as equity or debt. Under the shareholders agreement, each party had certain options with respect to the other party's stock. The shareholders agreement was terminated effective June 17, 1997.

The Manager had been granted, and had assumed, broad responsibility for managing the business of Old IEL. This included completing the development of and improving the Sky Games software and all other systems, marketing to airlines and customers and day-to-day gaming operations. The Management Agreement had a two-year term, but could have been renewed at the Manager's option for successive two-year terms up to a maximum term of 10 years. The Manager had a right of first negotiation on a renewal agreement. Management fees were dependent on the amount of gross revenues with a maximum fee of 7.5% of gross revenues and a minimum monthly fee of $10,000. Old IEL was required to pay all operating costs (including capital expenditures) of the business, which included the cost of services and goods provided by the Manager and its affiliates under the Management Agreement.

The Amalgamations were consummated on June 17, 1997. In conjunction with the Amalgamations, the Management Agreement was terminated, and management of the Company assumed direct responsibility for day to day operations. The Company also entered into a Continuing Services Agreement with Harrah's for certain services.

The Company had exclusively licensed Old IEL to use certain of the Sky Games trademarks, trade names and other trade rights. This license was replaced in the Amalgamations by a similar license to Harrah's for use of the Company's software, as it existed on June 17, 1997, in traditional casino venues owned, operated or managed by Harrah's. The license is royalty-free, worldwide and non-terminable.

In 1994, the Company terminated certain contractual rights previously granted to BEA in connection with the development of an earlier generation product for inflight gaming use. In connection with this termination, the Company issued a U.S. $2,500,000 convertible promissory note due March 30, 1997. The unpaid balance of the note, including accrued interest, was exchanged for Redeemable Convertible Class A Preference Shares in the Company on June 16, 1997.

Major Customers

The Company's Sky Play customers include Air China, Cathay Pacific Airways, Emirates Air, Japan Air Lines, and Sri Lankan Airways. As at December 31, 2003, the Sky Play PC Games were operating on 74 aircraft.

During the first quarter of 2002, American Airlines ceased to be a client due to budgetary restraints. Malaysia Airlines ceased to be a client as they terminated their agreement with their contracted IFE Inflight content provider who was providing them with CCL Sky Play games. Continental Airlines also ceased to be a client at the end of the second quarter of 2002.

Investment -China Lotteries

On September 22, 2001, the Company entered into an Investment agreement with Asset China Investments Ltd. ("Asset China"). Asset China holds 70% of the outstanding shares of Beacon Hill Enterprises Ltd. Beacon Hill holds the license for and operates one of two major Soccer Betting Lottery locations in Guangzhou City, Guangdong Province, People's Republic of China. In exchange for 1,500,000 shares of the Company's Common Stock, and an investment of up to HK$1,500.000 (US$ 180,050.00), the Company receives 80% of the proceeds of the business profits generated from Asset China's Soccer Betting and Lottery assets. To date, the Company has forwarded HK$900,000.00 (US$117,030.00). To date, no business profits have been generated nor distributed. No further funds will be forwarded and the shares will not be distributed until there are business profits generated and distributed.

On November 1, 2001, the Company entered into an Investment agreement with Lee John Associates ("Lee John"). Lee John is engaged in the business of owning the licenses for and operating several lottery locations in Guangzhou City, Guangdong Province, Peoples' Republic of China. In exchange for 500,000 shares of the Company's common stock, the Company shall receive 80% of the proceeds of the business profits generated from Lee John's Lottery businesses. To date, the company has not issued the 500,000 shares of common stock, nor closed the transaction, as there have not yet been any business profits generated or distributed.

As of August 2003, CCL had not yet received any funds under the agreements with TWC and LJA. Therefore, upon detailed re-evaluation and analysis all parties mutually agreed to amend the original agreements. On September 1, 2003, CCL amended these two agreements as described below:

The original agreement with TWC required a total investment of US$180,050.00 (HK$1,500,000) and the issuance of 1,500,000 CCL common shares to TWC. To date, CCL has funded US$115,000.00, but has not issued any common shares. Initially, both TWC and Beacon Hill Enterprises Ltd. ("BHE"), agreed that TWC's 70% ownership in Beacon Hill would be reduced to 49% (due to the partial completion of the original funding of US$180,050.00). The agreement was then finalized as a Licensing arrangement, whereby the $115,000 advanced was deemed to a one-time, full payment of the license fee to allow TWC to sell lottery tickets through a dedicated Website www.worldwidelotteries-china.com. The 1,500,000 CCL common shares will not be issued as a part of the amended arrangement.

The original agreement with LJA required CCL to issue 500,000 CCL common shares in exchange for 80% of LJA's business profits generated from its seven sales locations within Guangdong Province, in the People's Republic of China. As of September 1, 2003, CCL had not received any funds from LJA, nor had CCL issued the 500,000 common shares. This agreement was cancelled on September 1, 2003.

As of December 31, 2003, CCL had completed the development of the Website (www.worldwidelotteries-china.com), which is directed towards the international marketing and sales of the Soccer Betting Lottery. During the 3^rd Quarter 2003, approval was obtained and an agreement was reached with a Credit Card Payment processing provider. Subsequently, the provider was unable to provide the required services due to an internal issue. In the 4^th Quarter 2003, agreement was reached with NEteller to provide payment processing services.

Licensing Agreement -Action Poker Gaming Inc.

On September 19, 2003, CCL's wholly owned subsidiary, Trade Watch Consultants Ltd. ("TWC") of the British Virgin Islands, entered into a Licensing Agreement with Action Poker Gaming Inc. ("APG"), a wholly owned subsidiary of Las Vegas From Home.com Entertainment. APG provides Gaming Software designed for the on-line gaming industry. TWC's Website www.worldwidegaming-asia.com will feature Asian Themed games such as "Chinese Poker", "Pan" and "Big 2". A percentage of gaming revenue realized from the Website is payable to Action Poker Gaming Inc. on a monthly basis.

As at December 31, 2003, the Website content and design has not been forwarded to CCL for approval.

Employees

All employees of CCL were terminated as of November 13, 1998. Those former employees that were subsequently retained on a part-time contract basis to continue operations and support the Sky Play product, are no longer associated with IEL. Two former employees, through their corporate entity, eFlyte, LLC had been contracted as independent contractors to provide services relating to the Sky Play business. Effective April 22, 2001, eFlyte terminated its contract with CCL. Due to the nature of the termination and subsequent events, legal counsel was retained and correspondence occurred with eFlyte's counsel. Such correspondence did not result in a satisfactory resolution. . In December 2002, legal arbitration proceedings were initiated against eFlyte, LLC. On March 11, 2004 the parties reached an agreement in principle whereby the Arbitration Process was resolved pursuant to a Confidential Settlement Agreement.


ITEM 2.   PROPERTIES

Not applicable.


ITEM 3.   LEGAL PROCEEDINGS

CCL has retained legal counsel in the matter of the termination, effective April 22, 2001, by eFlyte, LLC as the managers of the Sky Play business, and subsequent actions by eFlyte, LLC and its principals. In December 2002, the CCL initiated legal arbitration proceedings for breach of contract under the provisions of the management agreement with eFlyte, LLC. In December 2002, arbitration proceedings were initiated against eFlyte, LLC. In December 2003, a final date for the arbitration hearing was set for March 9 through 12^th, 2004. On March 11, 2004, the parties reached an agreement in principle whereby the Arbitration Process was resolved pursuant to a Confidential Settlement Agreement.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual General Meeting of shareholders held on September 19, 2000, shareholders voted in favour of the following resolutions: (i) change the name of the Company to "Creator Capital Limited" ("CCL"); (ii) increase the Company's authorized shares to 105,003,000 and its authorized share capital to US$1,050,030.00; (iii) give the Board of Directors the discretion to effect a consolidation of the Company's authorized share capital and outstanding shares by up to 10 to 1 (which would decrease the authorized shares and authorized share capital and increase the par value of its shares by the selected ratio), and, also in its discretion, subsequently to decrease the par value of the Company's Common Stock to $.001 per share and increase the Company's authorized shares to 105,003,000;

To date, the Company has not effected a consolidation of its Common Stock.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since October 16, 2000 the Company's Common Shares have traded on the OTC Bulletin Board under the symbol "CTORF". Prior to October 16, 2000 and since March 25, 1999, the Company's Common Shares had traded on the OTC Bulletin Board under the symbol "IELSF." From July 8, 1997 until March 24, 1999, the Company's Common Shares had been traded on the NASDAQ SmallCap Market under the symbol "IELSF." From March 1, 1994 until July 8, 1997, the Company's Common Shares traded on the NASDAQ SmallCap Market under the symbol "SKYGF."

On October 5, 1998, the Company was notified by NASDAQ that the Company's shares had failed to maintain a bid price greater than or equal to $1.00 per share for the prior thirty consecutive trading days and were therefore subject to delisting. The delisting was effective on March 24, 1999.

The table below sets forth, for each fiscal quarter within the last two years, the reported high and low closing prices of the Common Stock as reported by the NASDAQ SmallCap and OTC Bulletin Board Markets.

	Twelve Months Ended December 31, 2003 High            Low				Twelve Months Ended December 31, 2002 High            Low
First Quarter Second Quarter Third Quarter Fourth Quarter	$0.0700 $0.1000 $0.1800 $0.1700		$0.0300 $0.0200 $0.0400 $0.0500		$0.4600 $0.2900 $0.1700 $0.1000		$0.2100 $0.1400 $0.0500 $0.0350

As of March 25, 2004, there were 296 shareholders of record. Since certain of CCL's Common Shares are held by brokers or other nominees, the number of record holders may not be representative of the number of beneficial holders. CCL believes there are approximately 2,200 beneficial holders of the Company's Common Shares.

CCL has not paid any cash dividends on its Common Stock and does not anticipate paying any such dividends in the foreseeable future.

In June 1997, the company issued 2,737 Class A Preference Shares in exchange for a promissory note in the amount of $2,737,000. During 1998, the Company and the holder agreed that the Company would redeem the Class A Preference Shares in installments beginning June 30, 1998. As of August 31, 1998, the Company had redeemed 500 shares at their redemption price of $1,000 per share. The Company was unable to redeem additional shares. As of March 31, 2000, 2,237 Class A Preference Shares remained outstanding and were convertible at $0.4626855 into 4,834,818 shares of Common Stock on that date. If the Class A Preference Shares are converted into Common Stock, HIIC has the right to receive additional shares of Common Stock at $0.01 per share. As of March 31, 2000, HIIC would be entitled to receive 476,320 shares. The actual number of shares of Common Stock issuable upon conversion may be higher or lower and is based on a discount to the 20 day average o f the mean closing bid and ask price of the Company's Common Stock. It is also inversely proportional to the market price of the Company's Common Stock i.e. if the average share price decreases, the number of shares of Common Stock issuable increases. Dividends of $252,126 on the Class A Preference Shares are in arrears from October 1, 1998 and are included in Accounts Payable and Accrued Expenses on the Company's financial statements.

In October 1997, the Company sold 462,847 shares of Common Stock in a private placement for $1.5 million (approximately $1,352,000 net of offering expenses). An additional 286,123 shares were sold for $750,000 on April 21, 1998 followed by another 286,123 shares for $750,000 on June 8, 1998. The investor received a warrant to purchase 243,205 shares of Common Stock at an exercise price of $2.62125 through April 21, 2000. The investor also received a warrant for the purchase of 243,205 shares of Common Stock at an exercise price of $2.62125 through June 5, 2000.

On December 17, 1997, the Company issued 1,000 shares of Series A Convertible Preference Shares of the Company's Class B Preferred Stock for a total consideration of $1,000.000. The Class B Series A Preference Shares are convertible into a number of shares of Common Stock, determined by dividing the stated value of $1,000 per share by the lesser of: $3.2038 (the "Fixed Conversion Price") and a price (the "Floating Conversion Price") calculated as 85% of the average of the three lowest closing bid prices for the Common Stock during the thirty trading days occurring immediately prior to, but not including, the conversion date. Dividends are cumulative and may be paid, at the option of the Company and with prior notice, in additional shares of Common Stock at an annual dividend rate of 8%. Warrants for the purchase of 61,718 shares of Common Stock were issued in connection with the issuance of the Series A Class B Convertible Preference Shares. The warrants expired on December 17, 1999. The Company exercise d an option of selling a second tranche with 123,432 warrants for an aggregate purchase price of $2,000,000 on July 24, 1998. As of December 31 1999, 680 shares of the Class B Series A Preference Shares had been submitted for conversion into 25,600,012 shares of Common Stock. All Common Stock issuable upon the conversions were issued except for 3,492,426 shares. In January, 1999, two holders of the Class B Series A Preference Shares agreed to amend the conversion terms so that the Floating Conversion Price will not be less than $0.25 per share. As of December 31, 1999, a total of 1,720 shares of the Class B Series A Preference Shares were outstanding. As of March 31, 2000, 1,000 Class B Series A Preference Shares, convertible at $0.25 per share, had been submitted for conversion into 4,480,000 shares of Common Stock. As of March 31, 2000, 600 of the Class B Series A Preference Shares were submitted for conversion into 22,588,233 shares of Common Stock. The remaining 120 Class B Series A Preference Sha res were convertible into 480,000 shares of Common Stock at $0.25 per share. On January 8, 2001, these shares were submitted for conversion, and 480,000 common shares were issued.

During 2002, the 3,492,426 common shares issuable based upon conversion of Class B Series A Preference shares during 1999, were issued. When these the Preference Shares were submitted for conversion during 1999, the authorized number of common shares had already been issued. Shareholders passed a resolution at the 2000 Annual General Meeting, authorizing an increase in the authorized number of common shares, however these shares were not issued until 2002 due to an oversight.

On February 20, 1998, the Company sold 300 shares of Series B Class B Convertible Preferred Stock at $1,000 per share. The Series B Class B Convertible Preferred Shares have the same dividend and conversion features as the Series A Class B Convertible Preferred Shares. The investor also received a warrant to purchase 18,515 shares of Common Stock at a price of $3.2038 for 18 months. As of December 31, 1999, 38 shares of the Series B Class B shares had been converted into 663,274 shares of Common Stock and 262 shares remained outstanding. As of March 31, 2000, the 262 outstanding Series B Class B Preference Shares had been submitted for conversion into 9,863,529 shares of Common Stock.



ITEM 6.   SELECTED FINANCIAL DATA

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

Creator Capital Limited ("CCL" or the "Company"), formerly known as Interactive Entertainment Limited ("IEL"), also formerly known as Sky Games International Ltd. ("SGI"), is a Bermuda exempted company which was incorporated on January 28, 1981. Until November 12, 1998, the Company's activities had been focused on providing inflight gaming software and services by developing, implementing and operating a computer-based interactive video entertainment system of gaming and other entertainment activities on, but not limited to, the aircraft of international commercial air carriers.

On December 30, 1994, the Company entered into a Shareholders Agreement with SGI Holding Corporation Limited ("SGIH"), a wholly-owned subsidiary of SGI, and an affiliate of Harrah's Entertainment, Inc. ("Harrah's"), to form a corporation then known as Interactive Entertainment Limited ("Old IEL"), the result of which was that Old IEL became owned 80% by SGIH and 20% by Harrah's. Pursuant to a management agreement, (the "Management Agreement"), Old IEL was managed by an affiliate of Harrah's.

At a Special General Meeting of shareholders held on June 16, 1997, pursuant to a Plan and Agreement of Merger and Amalgamation dated May 13, 1997, (the "Amalgamation Agreement"), Old IEL was merged into SGIH and then into SGI (the "Amalgamations"). Prior to the Amalgamations, Harrah's owned 20% of the capital stock of Old IEL and did not own any capital stock or other securities of SGI and had no representatives on the Board of Directors. As a result of the amalgamation of Old IEL and SGIH and the termination of the Management Agreement, the outstanding shares of Old IEL common stock held by Harrah's were converted into 5,879,040 shares of $.01 par value common stock of the Company (the "Common Stock"). Harrah's also received 1,007,875 shares of Common Stock upon conversion of a loan, (the "Harrah's Loan"), made to Old IEL. Harrah's therefore became the largest shareholder of the Company holding approximately 38.6% of the outstanding shares at the time of the amalgamation. As at March 31, 2001, Harrah's remained the largest shareholder of the Company, holding 13.77% of the outstanding shares.

Pursuant to the Amalgamation Agreement, Harrah's was provided with the right to appoint persons to the Board and to specified committees in a number generally proportionate to their share holdings calculated on a "fully diluted" basis as defined in the Company's bye-laws. Additionally, Harrah's was provided with the right to approve specified significant corporate actions by the Company for as long as the ownership of Common Stock by Harrah's is in excess of 20% (10% in some cases) of the outstanding voting shares of Common Stock, computed on a fully-diluted basis.

Upon consummation of the Amalgamations, SGI changed its name to Interactive Entertainment Limited.("IEL").

On January 13, 1998, the Company completed the acquisition of all of the outstanding stock of Inflight Interactive Limited ("IIL") in exchange for 500,000 shares of the Company's Common Stock. IIL is a U.K. developer and provider of amusement games to the airline industry. CCL currently operates the "IIL" games under the name SkyPlay. As of December 31, 2001, Sky Play games are currently installed and operating on Air China, American Airlines, Cathay Pacific, Continental, EgyptAir, Emirates Air, Japan Air Lines, Lauda Air, and Malaysia Airlines. During the last quarter of 2001, the number of airline customers decreased to seven, and the number of installed aircraft decreased from 150 to 141.

As of December 31, 1998, IEL had a contract to provide its gaming software to Singapore Airlines, ("SIA"), which has various termination provisions. On March 22, 1999, SIA notified the Company that it was exercising its termination rights under the contract. The contract with Singapore Airlines was the Company's only contract to provide its gaming software to an airline. Gaming is prohibited on the aircraft of U.S. commercial air carriers and on all flights to and from the United States. Other countries may introduce similar prohibitions, which could limit the prospects for additional contracts.

At the Annual General Meeting of shareholders held on September 19, 2000, shareholders voted in favour of the following resolutions: (i) change the name of the Company to "Creator Capital Limited" ("CCL"); (ii) increase the Company's authorized shares to 105,003,000 and its authorized share capital to US$1,050,030.00; (iii) give the Board of Directors the discretion to effect a consolidation of the Company's authorized share capital and outstanding shares by up to 10 to 1 (which would decrease the authorized shares and authorized share capital and increase the par value of its shares by the selected ratio), and, also in its discretion, subsequently to decrease the par value of the Company's Common Stock to $.001 per share and increase the Company's authorized shares to 105,003,000;

CCL's principal activities through December 31, 2000, consisted of simplifying, and redesigning the Sky Games inflight gaming software and marketing and supporting the Sky Play PC amusement game software. CCL continues to provide its amusement game software to Air China, American Airlines, Cathay Pacific Airways, Continental, EgyptAir, Japan Air Lines, Lauda Air, and Malaysia Airlines.. Emirates Air was added as a client in 2000, while Virgin Atlantic ceased to be a client. CCL's Sky Play revenues increased from US$507,000 during 1999 to US$537,000 during 2000.

CCL's principal activities through December 31, 2001 consisted of: 1) assessing and analyzing the status of the Sky Games Inflight gaming software and the Sky Play business following the departure of eFlyte, LLC as the operational managers and technical support of business: 2) the ongoing management and support of the Sky Play business, and 3) the due diligence for and investment in the China Soccer Betting Lottery Project. As of December 31, 2001, both Egypt Air and Lauda Air ceased to be clients due to budgetary constraints.

CCL's principal activities through December 31, 2002 consisted of the development of the China Lotteries Soccer Betting website. Several challenging factors were addressed: the overall look and format of the site; the various ordering processes and technicalities involved; the timely collection of games results, and lottery winners for posting on the site; the written Chinese language interpretations; the internet registrations, URL addresses and language interpretations; the international payment processing providers; and the marketing of the Website internationally.

The advent of the PC Tablet notebook computer configuration led CCL to resurrect its original stand-alone concept for the Sky Games Gaming system. Utilizing various models of Fujitsu PC Tablet hardware, CCL previewed the concept of both a stand-alone and a wireless system at the 2002 World Airline Entertainment Association's (WAEA) annual convention.

As at December 2002, American Airlines ceased to be a client due to budgetary constraints. Malaysia Airlines ceased to be a client as they terminated their agreement with their contracted IFE Inflight content provider who was providing them with CCL Sky Play games. Continental Airlines also ceased to be a client at the end of the second quarter of 2002,

CCL's principal activities through December 31, 2003 were unchanged from the year before. These activities consisted of the development of the China Lotteries Soccer Betting website. Several challenging factors were addressed: the overall look and format of the site; the various ordering processes and technicalities involved; the timely collection of games results, and lottery winners for posting on the site; the written Chinese language interpretations; the internet registrations, URL addresses and language interpretations; the international payment processing providers; and the marketing of the Website internationally.

In September 2003, CCL attended the WAEA once again in Seattle. This was particularly valuable this year as the progression of certain technologies into the commercial aviation field, only served to encourage CCL's continued pursuit of finding the most technologically efficient and commercially attractive method of re-introducing the concept of live inflight gaming to passengers.

As at December 2003, Airline clients included Air China, Cathay Pacific, Emirates Air, JALUX and Sri Lankan Airways. The SkyPlay PC Amusement Games were installed and operating on 74 aircraft.



Results of Operations

Twelve Months Ended December 31, 2003 and December 31, 2002

Revenue decreased from $326,162 to $174,385. The revenue decrease is due to a reduction in airline clients and vigorous competition from one particular PC games provider.

General and administrative expenses decreased by $74,112.

Consulting and contract labour expenses increased by $684.

Depreciation and amortization expenses decreased by $86,474.

Legal expenses increased by $33,119. CCL increased its efforts with registering, and maintaining various trademarks pertinent to the Sky Games and Sky Play business. Outstanding issues with eFlyte, LLC, led to continuing legal expense culminating with the Arbitration proceeding being scheduled for March 9 through 12, 2004.


Twelve Months Ended December 31, 2002 and December 31, 2001

Revenue decreased from $561,030 to $326,162. The revenue decrease is due to a reduction in airline clients and vigorous competition from one particular PC games provider.

General and administrative expenses increased by $54,348.

Consulting and contract labour expenses decreased by $51,791.

Depreciation and amortization expenses decreased by $153,311.

Legal expenses increased by $25,518. CCL increased its efforts with registering, and maintaining various trademarks pertinent to the Sky Games and Sky Play business. Outstanding issues with eFlyte, LLC, led to continuing legal expense culminating with the filing of Arbitration proceedings in December 2002.


Liquidity and Capital Resources

At December 31, 2003, the Company had a working capital deficit of $1,266,630. Of this, $1,160,568 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a deficit position of $105,728. The Company's net cash position is $40,817. This reflects the fact that the cash generated from operations is the Company's primary source of operations funding.

At December 31, 2002, the Company had a working capital deficit of $930,409. Of this, $984,168 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $3,759. During the year, all the Class B Series A and B Preferred shareholders converted their preferred shares, and most of the accrued dividends thereto attached, into common shares. The Company's net cash position is $139,338. This reflects the fact that the cash generated from operations is the Company's primary source of operations funding.

At December 31, 2001, the Company had a working capital deficit of $549,577. Of this, $676,374 was for dividends payable that have accrued over several fiscal periods on current outstanding Preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $126,797. During the year, all the Class B Series A and B Preferred shareholders converted their preferred shares, and most of the accrued dividends thereto attached, into common shares. The Company's net cash position is $90,870. This reflects the fact that the cash generated from operations is the Company's primary source of operations funding.

At December 31, 2000, the Company had working capital deficit of $827,653. Of this, $878,454 was for accrued dividends payable on the outstanding preferred shares. Without said accrued dividends, the working capital would have been in a positive position of $50,801. The Company's net cash position was $74,314. This reflects the fact that the cash generated from operations is the Company's primary source of operations funding.

At December 31, 1999 the Company had a working capital deficit of approximately $535,000. During 1999, the Company's primary source of funding was through cash flow generated from operations. Prior to 1999, the primary source of funding was through sales of its equity and securities convertible into Common Stock.

In June 1997, the company issued 2,737 Class A Preference Shares in exchange for a promissory note in the amount of $2,737,000. During 1998, the Company and the holder agreed that the Company would redeem the Class A Preference Shares in installments beginning June 30, 1998. As of August 31, 1998, the Company had redeemed 500 shares at their redemption price of $1,000 per share. The Company was unable to redeem additional shares. As of March 31, 2000, 2,237 Class A Preference Shares remained outstanding and were convertible at $0.4626855 into 4,834,818 shares of Common Stock on that date. If the Class A Preference Shares are converted into Common Stock, HIIC has the right to receive additional shares of Common Stock at $0.01 per share. As of March 31, 2000, HIIC would be entitled to receive 476,320 shares. The actual number of shares of Common Stock issuable upon conversion may be higher or lower and is based on a discount to the 20 day average o f the mean closing bid and ask price of the Company's Common Stock and is inversely proportional to the market price of the Company's Common Stock i.e. if the average share price decreases, the number of shares of Common Stock issuable increases. Dividends of $252,126 on the Class A Preference Shares are in arrears from October 1, 1998 and are included in Accounts Payable and Accrued Expenses on the Company's financial statements.

In October 1997, the Company sold 462,847 shares of Common Stock in a private placement for $1.5 million (approximately $1,352,000 net of offering expenses). An additional 286,123 shares were sold for $750,000 on April 21, 1998 followed by another 286,123 shares for $750,000 on June 8, 1998. The investor also received a warrant to purchase 243,205 shares of Common Stock at an exercise price of $2.62125 through April 21, 2000 and a warrant for the purchase of 243,205 shares of Common Stock at an exercise price of $2.62125 through June 5, 2000.

On December 17, 1997, the Company issued 1,000 shares of Series A Convertible Preference Shares of the Company's Class B Preferred Stock for a total consideration of $1,000.000. The Class B Series A Preference Shares are convertible into a number of shares of Common Stock, determined by dividing the stated value of $1,000 per share by the lesser of: $3.2038 (the "Fixed Conversion Price") and a price (the "Floating Conversion Price") calculated as 85% of the average of the three lowest closing bid prices for the Common Stock during the thirty trading days occurring immediately prior to, but not including, the conversion date. Dividends are cumulative and may be paid, at the option of the Company and with prior notice, in additional shares of Common Stock at an annual dividend rate of 8%. Warrants for the purchase of 61,718 shares of Common Stock were issued in connection with the issuance of the Series A Class B Convertible Preference Shares. The warrants expired on December 17, 1999. The Company exercise d an option of selling a second tranche with 123,432 warrants for an aggregate purchase price of $2,000,000 on July 24, 1998. As of December 31, 1999, 1,280 shares of the Class B Series A Preference Shares had been submitted for conversion into 28,550,710 shares of Common Stock. All Common Stock issuable upon the conversions has been issued except for 3,492,426 shares. In January, 1999, two holders of the Class B Series A Preference Shares agreed to amend the conversion terms so that the Floating Conversion Price will not be less than $0.25 per share. As of December 31, 1999, a total of 1,720 shares of the Class B Series A Preference Shares were outstanding. As of March 31, 2000, 1,000 Class B Series A Preference Shares convertible at $0.25 per share, had been submitted for conversion into 4,000,000 shares of Common Stock. As of March 31 , 2000, 600 of the Class B Series A Preference Shares were submitted for conversion into 22,588,233 shares of Common Stock. The remaining 120 Class B Series A Preference Shares are convertible into 480,000 shares of Common Stock at $0.25 per share. Subsequent to the year end, these shares were submitted for conversion, and 480,000 common shares were issued on January 8, 2001.

As of February 20, 1998, the Company sold 300 shares of Series B Class B Convertible Preferred Stock at $1,000 per share. The Series B Class B Convertible Preferred Shares have the same dividend and conversion features as the Series A Class B Convertible Preferred Shares. The investor also received a warrant to purchase 18,515 shares of Common Stock at a price of $3.2038 for 18 months. As of December 31, 1999, 38 shares of the Series B Class B shares had been converted into 663,274 shares of Common Stock and 262 shares remained outstanding. As of March 31, 2000, the 262 outstanding Series B Class B Preference Shares had been submitted for conversion into 9,863,529 shares of Common Stock.


Forward-Looking Information

This Form 10-K contains forward-looking statements that include, among others, statements concerning the Company's plans to implement its software products, commence generating revenue from certain of its products, expectations as to funding its capital requirements, the impact of competition, future plans and strategies, statements which include the words "believe," "expect," and "anticipate" and other statements of expectations, beliefs, anticipated developments and other matters that are not historical facts. These statements reflect the Company's views with respect to such matters. Management cautions the reader that these forward-looking statements are subject to risks and uncertainties that could cause actual events or results to materially differ from those expressed or implied by the statements.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements and Supplementary Data are provided as an exhibit to Item 14.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

CCL does not have any changes in, or disagreements with, any accountants on accounting and financial disclosure

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

See the information set forth in the sections of the Proxy Statement entitled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance," which sections are incorporated herein by reference.

EXECUTIVE OFFICERS

See the information set forth in the section of the Proxy Statement entitled "Executive Officers and Significant Employees," which section is incorporated herein by reference.



ITEM 11.   EXECUTIVE COMPENSATION

See the information set forth in sections of the Proxy Statement entitled "Executive Compensation," "Summary Compensation Table," and "Option Grants in the Last Fiscal Year" which sections are incorporated herein by reference.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

See the information set forth under "Security Ownership by Directors, Officers and Five Percent (or More) Shareholders" as set forth in the Proxy Statement and incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See the information set forth in the section of the Proxy Statement entitled "Certain Relationships and Related Transactions," which section is incorporated herein by reference.


ITEM 14:   DISCLOSURE CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our principal executive officer and principal financial officer, based on their evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a -14 (c)) as of a date within 90 days prior to the filing of this Annual Report on Form 10-KSB, have concluded that our disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

(b) Changes in internal controls.

There were no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the date of their evaluation.

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) EXHIBITS

1.   Financial Statements

      Consolidated Balance Sheets at December 31, 2002 and December 31, 2001.

      Consolidated Statements of Operations for:
      Twelve Months Ended December 31, 2003
      Twelve Months Ended December 31, 2002
      Twelve Months Ended December 31, 2001

      Consolidated Statements of Shareholder's Equity
      December 31, 1998 through December 31, 2003

      Statements of Cash Flow
      Twelve Months Ended December 31, 2003
      Twelve Months Ended December 31, 2002
      Twelve Months Ended December 31, 2001

      Notes to Consolidated Financial Statements

2.   Financial Statement Schedule

3.   Other Exhibits

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CREATOR CAPITAL LIMITED

By:    Deborah Fortescue-Merrin                 Dated:   March 27, 2004
          Chairman & President


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT IN THE CAPACITIES AND ON THE DATES INDICATED.

I, Deborah Fortescue-Merrin, certify that:

1.   I have reviewed this annual report on Form 10-K of Creator Capital Limited;

2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

6.   The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

8. DEFINITIONS:    This section shall constitute a part of this Agreement. The definitions of the following words and/or phrases shall be for this Agreement only.

EFFECTIVE DATE:    the date of reference of this Agreement, as so noted at the top of the fronts page.

INTELLECTUAL PROPERTY:    includes, but is not limited to, all inventions, developments, patents, copyrightable subject matter, copyrights, rights of reproduction, alteration, modification, upgrades, adaptations, revisions, enhancement or other changes including, but limited to, changes to computer software programmes, source codes, programmes, tapes, diskettes, data, derivative works and reuse, test data, trade secrets, and all other confidential information and software.

THE SERVICES:    the computer software technical, managerial and maintenance services, as described in Schedule "A" hereto attached.

WEST SERVICES et al.:    includes the owners, partners, principals, and employees of WEST SERVICES.

2. AGREEMENT:
1. On the basis of the representations, warranties, covenants and agreements of the parties contained in this Agreement, and subject to the terms of this Agreement, CREATOR contracts with WEST SERVICES whereby WEST SERVICES provides The Services to CREATOR's businesses and product lines.
2. WEST SERVICES hereby agrees to perform The Services as set forth in Schedule "A" to this Agreement under the terms and conditions contained herein.
3. The Term of this Agreement shall commence January 2, 2002 for a period of one year. It is renewable on a yearly basis with January 1 being the anniversary date for ensuing years.
4. There shall be an initial probationary period of ninety calendar days. Upon written mutual consent (provided under Schedule "B"), the term of the agreement shall continue in effect monthly thereafter.
5. The Agreement may be terminated by either party delivering to the other party written notice of termination, providing a sixty-day period to the termination effective date.
6. In the event WEST SERVICES becomes unable to perform the The Services due to illness, accident and/or WEST SERVICES' employees' failure to perform the services in a timely and competent manner as determined by CREATOR, WEST SERVICES shall have five business days to resolve the lapse of the lack of performance. Should WEST SERVICES be unable to resolve the lapse, this Agreement shall immediately terminate.
   
3. THE SERVICES: Details of the definition and scope of the The Services under this Agreement is set out under Schedule "A", hereto attached.
   
4. FEES:
   
1. During the term of this Agreement, the following fees shall be payable to WEST SERVICES:

January 2003 through March 2003 CDN$5,800.00

April 2003 through December 2003 CDN$5,000.00

2. WEST SERVICES shall invoice CREATOR monthly for services provided during the previous month. CREATOR shall pay said invoices within thirty (30) days of the date of receipt. Upon termination of this Agreement, CREATOR shall promptly pay WEST SERVICES all amounts due and payable hereunder.
5. CREATOR COVENANTS:
   
1. CREATOR shall provide appropriate information and all other material to assist WEST SERVICES to perform its services.
2. CREATOR retains the right to use other sources in the achievement of this various business goals, including The Services.
6. WEST SERVICES COVENANTS:
   
1. WEST SERVICES represents and warrants that it is able to enter into this Agreement and perform The Services for CREATOR. Such abi1ity is not limited or restricted by any agreements or understandings between WEST SERVICES, its owners, partners or emp1oyees with other persons and/or companies.
2. WEST SERVICES shall defend, indemnify, and hold harm1ess CREATOR from and against all liabilities, claims, costs, fines and damages of any type, including Attorney and any other legal fees. This includes, but is not limited to, claims for wages, benefits, ,taxes and worker's compensation insurance costs, premiums, fines etc., arising out of or in any way related to WEST SERVICES' providing The Services to CREATOR.
3. WEST SERVICES will not disclose nor disseminate to anyone in the normal course of business with any details pertaining to the financial arrangement of compensation received by WEST SERVICES, or any other individual assigned by WEST SERVICES, from CREATOR. The exception being WEST SERVICES' accounting and income tax requirements.
4. WEST SERVICES acknowledges it is solely an independent contractor.
5. Nothing contained in this Agreement shall be deemed to constitute either CREATOR or WEST SERVICES as an agent, representative, partner, joint venturer, nor employee of the other party, for any purpose. Neither party can bind the other to any agreement with anyone else, individual or corporate.
6. WEST SERVICES ensures its owners, operators, and employees are permitted to work within the legal jurisdiction which WEST SERVICES operations are located, and from which WEST SERVICES will supply The Services to CREATOR under this Agreement.
7. Where applicable, WEST SERVICES shall provide CREATOR with proof of proper workers' compensation insurance.
8. WEST SERVICES shall provide CREATOR with proper Liability Insurance covering its liability in providing The Services to CREATOR. The minimum liability insurance coverage shall be Cdn$3,000,000. This insurance shall be kept in good standing throughout the duration of the term of this Agreement.
9. WEST SERVICES et al. are not eligible for and will not participate any of CREATOR's benefit programmes nor receive any other fringe benefits from CREATOR.
10. WEST SERVICES covenants it is able to provide The Services in the highest of standards of the computer software industry, and shall do so with appropriate business decorum.
11. Should CREATOR deem it necessary to contract others to aid in the development of any project or in providing The Services, WEST SERVICES shall fully co-operate and work in co-operation with those others.
12. WEST SERVICES shall provide its own tools and materials as required to provide The Services contracted under this agreement, except where mutually agreed.
13. Any expenses made by WEST SERVICES on behalf of CREATOR shall be submitted with the appropriate invoices and explanations. Payment shall be made with the next retainer payment. However, WEST SERVICES must confirm and obtain written prior approval for any such expenditure. Any such request shall explain the merits of the proposed expenditures.
14. Under Schedule "C", hereto attached, WEST SERVICES et al. shall provide a list of any currently existing created or conceived inventions, notions, patents, or developments, which could be related in any way to Creator's businesses.
15. WEST SERVICES shall promptly notify CREATOR, in writing, of all intellectual property conceived and/or developed during the tenure of its work for CREATOR.
16. WEST SERVICES shall keep industry standard records of all intellectual property developments to which it contributed during the course of this Agreement. All such records shall be submitted to CREATOR on a regular basis.
17. WEST SERVICES shall maintain a daily diary of all activities under this Agreement. On weekly basis, WEST SERVICES shall submit a written weekly report based upon this diary.
18. WEST SERVICES shall assign, and does hereby assign to CREATOR all right, title and interest to any and all intellectual property conceived and/or developed by WEST SERVICES in the course of STEPHEN WEST's past work with CREATOR and any future work under the terms of this Agreement.
19. Upon the termination of this Agreement, WEST SERVICES shall promptly download any and all information and data onto an appropriate medium, diskette, CD, DVD, etc. from its computers and deliver said material to CREATOR. WEST SERVICES shall then erase all such information and data from its computers. At that time, a certificate attesting to this shall be provided from WEST SERVICES to CREATOR.
7. OWNERSHIP:
1. All content, documents and information (in whatever form) provided by CREATOR to WEST SERVICES is supplied in confidence. This Agreement does not provide WEST SERVICES with any right, licenses, nor authority to divulge, reveal, use, nor supply said information to WEST SERVICES best interest. Should it be necessary to provide said information to a third party to expedite WEST SERVICES' work, WEST SERVICES must inform CREATOR. A Confidentiality Agreement must be in place between CREATOR and the Third Party. CREATOR shall provide said Confidentiality Agreement.
2. All content, documents and information (in whatever form) provided by CREATOR to WEST SERVICES shall be returned to CREATOR upon the termination of this Agreement.
3. Should this Agreement terminate prior to the end of its term, any fees owing shall be issued on a "pro-rata" basis for the current month. Such funds shall be released upon return of all CREATOR materials in WEST SERVICES possession.
4. Under the terms of this Agreement, all rights, title and interest in all intellectual property conceived or developed by WEST SERVICES et al in the course of WEST SERVICES' work or services for CREATOR, shall be the sole property of CREATOR. All software and any other intellectual property shall be the sole property and ownership of CREATOR.
8. CONFIDENTIALITY:
1. WEST SERVICES recognizes and acknowledges CREATOR's Corporate and Business knowledge and its businesses and projects are confidential. To enable CREATOR to operate its businesses and projects such information flows between the various business sectors, divisions, and/or subsidiaries/affiliates. CREATOR's Goodwill depends upon, among other things its keeping such information confidential. Unauthorized disclosure of the same would irreparably damage the Company. Under this Agreement, WEST SERVICES will be privy to, and be in possession of all such information, in order to execute The Services. Such information includes, but is not limited to all documents, other lists, files, drawings, prints, prototypes, models, manuals, letters, lists, notes, notebooks, reports, computer software programmes, and all copies of any of these items, or any other documents and/or computer software programmes relating to all such material/information, whether or not prepared by WEST SERVICES.
2. At any time during the term of this Agreement, or after its termination, WEST SERVICES et al. shall not copy, store, save, can, use or make, or make available, either directly or indirect1y, to any person or company, including but not limited to any competitor or potential competitor of CREATOR all information to which it shall be privy.
3. Only under written express authority from CREATOR, shall WEST SERVICES divulge any such information during the course of the performance of the The Services.
4. WEST SERVICES shall ensure that its owners, partners, joint venturers, principals and/or employees shall have executed a Confidentiality Agreement agreeing to these provisions, and have them attached hereto under Schedule "D". WEST SERVICES shall ensure that any future members shall execute the Confidentiality and Intellectual Property Agreement.
5. Upon the termination of this Agreement, WEST SERVICES et al. shall return all such confidential information.
9. INJUNCTIVE RELIEF:    WEST SERVICES acknowledges and agrees that any violation of any of this Agreement would cause immediate irreparable damage to CREATOR. It would be extremely difficult or impossible to determine the amount of damage caused to CREATOR. Therefore, WEST SERVICES consents to the issuance of a temporary restraining order, preliminary and permanent injunction, and other appropriate relief to restrain any actual or threatened violation of this Agreement, without limiting any other remedies the Company may have.
10. ARBITRATION:    During the term of this Agreement, or after its termination, before or after, or any aspect of WEST SERVICES relationship with CREATOR, or cessation of that relationship, in the event of any dispute or claim regarding any provision of this Agreement, WEST SERVICES agrees to submit the dispute or claim to arbitration in the CITY OF VANCOUVER, BRITISH COLUMBIA, CANADA. An arbitrator shall be selected in accordance with the rules of the Canadian Arbitration Association as the exclusive remedy for any such dispute or claim.
11. NOTICES: Any and all notices to the Parties are to be sent to:
    

CREATOR:	P.O. Box 280 Bowen Island, British Columbia Canada, VON 1GO Tel: 604-947-2555 Fax: 604-947-0294 E-mail: [email protected]
WEST SERVICES:	Suite 4006, 1408 Strathmore Mews North Vancouver, British Columbia Canada, V6Z 3A9 Fax: 604-632-9865 E-Mail: [email protected]

12. GOVERNING LAW
    
1. This Agreement shall be governed by, construed in and enforced in accordance exclusively with the Laws of the Province of British Columbia, Vancouver, Canada.
2. If any provision of this Agreement is rendered inoperative or illegal by operation of law or otherwise, all other provisions contained herein shall remain in full force and effect, and in such cases the principle of severability shall govern.
   

IN WITNESS THEREOF the parties have hereunto set their hands and seals effective as of the Effective Date first above written.

DULY SIGNED, SEALED AND DELIVERED
BY CREATOR CAPITAL LIMITED


BY:___________________________________     Dated: ___________________________
Signature


______________________________________
Name


______________________________________
Title

Page E-6

PROFESSIONAL SERVICES CONTRACT
JANUARY 2, 2003

SCHEDULE "A"
The Services

Page E-7

Page E-8

Page E-9

Page F-3

APPROVED BY THE DIRECTORS:

"Deborah Fortescue-Merrin" Director

"Michael Bartlett" Director

Page F-4
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------