UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

F O R M 20-F

(  )

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

(X)

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

For the fiscal year endedBRONX VENTURES INC.

Commission file number     016353                                

LUCKY 1 ENTERPRISES INC.

(Incorporated in the Province of British Columbia, Canada)

#600 –6^th Floor, 1199 West Hastings Street

Vancouver, British Columbia, Canada V6E 3T5

Securities registered or to be registered pursuant to

Section 12(b) of the Act.

Name of each exchange

Title of each class

on which registered

Common Shares (no par value)

OTC Bulletin Board

Securities registered or to be registered pursuant to

Section 12 (g) of the Act.

As at December 31, 20032004, the authorized capital of the registrant consistsconsisted of 200,000,000 (pre-consolidation) common shares without par value of which 9,902,06011,924,888 (pre-consolidation) common shares without par value were issued and outstanding. As of May 31, 2005, the authorized capital of the Registrant consists of an unlimited number of common and preferred shares without par value of which 340,711 (post consolidation) common shares are issued and outstanding.

no preferred shares have been issued.

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]þ       No [  ]

o

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

[X}þ Item 17

[  ]o Item 18

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Bronx Ventures Inc.
(formerly Lucky 1 Enterprises Inc.)

FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS.ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

Item 3.A. Selected Financial Data

The selected financial data in Table I has been derived from the consolidated financial statements of LUCKYBRONX VENTURES INC. (Formerly Lucky 1 ENTERPRISES INC. [hereinafterEnterprises Inc.) [Hereinafter referred to as the “Company” or the “Registrant” or “Lucky”“Bronx”] which have been prepared in accordance with accounting principles generally accepted in Canada. The information should be read in conjunction with the Registrant's consolidatedRegistrant’s financial statements and notes thereto included in Item 17 of this Annual Report.

All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified. On April 25, 2000,January 17, 2005, the Company’s share capital was consolidated on the basis of fifteen old-for-one-new common share.  The latest share consolidation on the capital stock of the Company was on May 2, 2002 when the Company's share capital was consolidated on the basis of five-old-for-one-newthirty-five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000an unlimited number of common and preferred shares without par value. All common shares and per share amounts have been re-stated to give retroactive effect to the 35:1 share consolidation.

TABLE I

Had the financial statements of LuckyBronx been prepared in accordance with accounting principles and practices generally accepted in the United States and required by the United States Securities and Exchange Commission ("SEC"(“SEC”), certain selected financial data would be disclosed as per Table II.

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-Competition: The resource industry and the online gaming industry are intensely competitive in all of their respective phases, and the Company competes with many companies possessing much greater financial resources and technical facilities than itself. Competition could adversely affect the Company'sCompany’s ability to acquire suitable properties for mineral exploration and other interests in online gaming software in the future. The on-line gaming software in which the Company has made an investment will compete against those of other new and developing companies as well as companies that are established in existing and other markets, some of which have greater financial, marketing, and other resources than those of the Company. The marketplace for the on-line gaming software is constantly undergoing changes, is intensely competitive and is subject to chan geschanges in customer preferences.

-Reliance on the Internet and Internet Service Providers:The operation of the Company’s investment in the On-Line Gaming Software will rely on the Internet as a means of promoting and selling the card games. Any changes in the Internet’s role as the premier computer network information service or any shutdown of Internet service by significant Internet service providers will have an adverse impact on the On-Line Gaming Software’s ability to generate revenue. Furthermore, the operations of the on-line gaming software can be adversely affected from power failures, internet interruptions, software failures and, hackings.

-Legal:There is an ongoing effort in the U.S.A. to enact legislation for the prohibition of on-line gaming and for financial transactions pertaining to on-line gaming. The passage of such legislation would adversely affect the Company’s investment in the on-line gaming software.

-Changes in Policies:Changes in policies of companies or banksfinancial institutions that handle credit card transactions for on-line gaming could have an adverse impact on the Company’s investment in the on-line gaming software.

-Management: The Company is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company.

-Exchange Rate Fluctuation: The profitability of the Company may be adversely affected by fluctuations in the rate of exchange of the Canadian dollars intodollar in relation to the US dollars.dollar. The Company does not currently take any steps to hedge against currency fluctuations.

-Dilution: There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company'sCompany’s shareholders.

-Revenues and Dividends: The Company currently generates insignificantsome revenues and does not anticipate generating any meaningfulsignificant revenues in the future and, as a consequence, if it requires additional funds for exploration and development of its mineral properties or for operating capital purposes, or for acquiring interests in other projects of merit, it will have to seek equity or debt financing which may or may not be available. Furthermore, the Company has not paid dividends in the past and does not expect to pay dividends in the future. In the event of generating any meaningful earnings, the Company expects to retain its earnings to finance further growth and, when appropriate, retire debt.

-Requirement of New Capital: As a company without any meaningful revenues, the Company typically needs more capital than it has available to it or can expect to generate through the sale of its assets. In the past, the Company has had to raise, by way of debt and equity financings, considerable funds to meet its capital needs. There is no assurance that the Company will be able to continue to raise funds needed for its business. Failure to raise the necessary funds in a timely fashion will limit the Company'sCompany’s growth.

The Company is currently seeking the possibility of getting involved in projects of merit. In the event that

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the Company is successful in its efforts to get involved in projectsof merit, then the Company will have to raise the required funds for such acquisitions. There is no assurance that the Company will succeed in

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raising the required funds for such acquisitions.

-U.S. Federal Income Tax Considerations: The Company is classified as a Passive Foreign Investment Company ("PFIC"(“PFIC”) for U.S. Federal Income Tax purposes. Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that are not encountered in other investments. Prospective investors are advised to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.

-Penny Stock: The Company'sCompany’s securities are deemed to bePenny Stocksand are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company'sCompany’s securities in the secondary market. Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq. The Company'sCompany’s securities are quoted for trading on the OTC Bulletin Board. Penny Stocks, such as the Company'sCompany’s securities, can be very risky. Prices of Penny Stocks are often not available. Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "“offer"” and the "“bid"” on the Penny Stock, and the "“compensation"” the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to the investor after the trade. The Investor'sInvestor’s Broker-dealer is required to obtain the investor'sinvestor’s signature to show that the investor has received the statement titled "Important“Important Information on Penny Stocks"Stocks” before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and Exchange Commission ("SEC"(“SEC”) and contains important information on Penny Stocks. Furthermore, under penalty of Federal Law the Investor'sInvestor’s brokerage firm must tell the investor at two different times -— before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the f ollowing:following: 1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm'sfirm’s compensation for the trade, 3) the compensation received by the brokerage firm'sfirm’s salesperson for the trade. In addition, to these items listed above the investor'sinvestor’s brokerage firm must send the investor monthly account statements and a written statement of the investor'sinvestor’s financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.

2). RISKS RELATED TO THE COMPANY’S INVESTMENTS

The Company entered into an Investment Agreement (Exhibit *9.2 - Attached)9.2 – Incorporated by reference) on January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000. The Inter-Café Project is still in its conceptual stage and has not yet been developed. There are no assurances whatsoever that the Inter-Café Project will ever be developed or if developed, shall prove to be successful. It is quite possible thatConsequently, as at December 31, 2004, the Company wrote off this investment in its entirety since recovery of the investment became doubtful.

From time to time the Company has acquired, for investment purposes, securities (the “Las Vegas Securities”) in the capital of Las Vegas from Home.com Entertainment Inc. (“Las Vegas”), a related company. The Company may losein the future, either increase or decrease its investment in the Inter-Café Project and the Company may have to write-off, in its entirety, its investment in the Inter-Café Project.

Lucky has invested by purchasing a total of 4,000,000 common shares of Las Vegas From Home.com Entertainment Inc., a related company, for the total sum of $1,225,000 (the “Las Vegas Securities”).  LuckySecurities. The Company is exposed to significant market risk with respect to the Las Vegas Securities.  ThereSecurities and there are no assurances whatsoever that Luckythe Company will recover its investment in the Las Vegas Securities.  It is quite possible that Lucky might lose all its investment in

On November 4, 2002, the Las Vegas Securities and might have to write-off, in its entirety, Lucky’s investment in the Las Vegas Securities.

The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas, from Home.com Entertainment Inc. (“Las Vegas”) a related company, [See Exhibit 1.4 - Incorporated by reference] for the joint development of certain on-line gaming software consisting of three card games;

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Pan, Big 2, and Chinese Poker,games (the “three card games software”Software”). ThePursuant to this Licensing Agreement, (Exhibit 1.4 — Incorporated by reference) the Company has paid to Las Vegas the agreeda one time only license fee of $200,000 to Las Vegas as the Company’s sole contribution for the development costs of the three card games software.  TheSoftware, as a result of which, the three

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card games softwareSoftware is now equally owned by Las Vegas and the Company and Las Vegas.Company. Las Vegas shall be the operator of the three card games software. The CompanySoftware and shall receive 40% andmarket the three card games. Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games software.Software and the Company shall receive 40%. As at December 31, 2003,2004, the Company’s share of revenues from the three card games software was $100,951$292,372 (2003: $100,951) (2002: $Nil) and, $37,608 for the three month period ended March 31, 2004,2005, the Company’s share of revenues was $102,360 (2004: $37,608) (2003: $3,643). To date, the Gamingthree card games Software has generated some revenues for the Company, however, there are no assurances whatsoever that the Gamingthree card games Software shall continue to generate any revenues for the Company in the future.

It is quite possible that the three card games Software may stop generating any revenues for the Company.

On March 26, 2004, Luckythe Company entered into an Option Agreement (Exhibit *9.1 - Attached)(Exhibit 9.1 – Incorporated by reference) with an arm’s length party (the “Optionor”) to acquire, under certain terms and conditions, a 100% undivided interest, subject to a 1½1¹/2% Net Smelter Returns Royalty, in the Extra High Property, which is located in the Province of British Columbia. Pursuant to the Option Agreement, Luckythe Company is required to make staged cash payments to the Optionor totallingtotaling $150,000 of which $15,000 has already been paid and must incur exploration expenditures on the Extra High Property totallingtotaling $500,000 over a period of 3 years. Upon acquiring the 100% undivided interest, LuckyBronx may purchase 50% of the Net Smelter Returns Royalty (i.e,(i.e., 0.75%) by making a cash payment of $500,000 to the Optionor. Exploration for natural resources involves many risks, which even a combination of experience, kn owledgeknowledge and careful evaluation may not be able to overcome. It is quite possible that Luckythe Company might lose all its investment in the Extra High Property and might have to write-off, in its entirety, Lucky’sthe Company’s investment in the Extra High Property.

ITEM 4. INFORMATION ON THE COMPANY

Item 4.A. History and Development of the Company

The legal and commercial name of the company is LUCKY 1 ENTERPRISESBRONX VENTURES INC.

The Company was incorporated by memorandum [See Exhibit(Exhibit 1.1 -— Incorporated by reference]reference) under the Company Act of the Province of British Columbia, Canada on August 24, 1984 and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984. On May 31, 1988, the Company adopted as the French form of its name "Ressources“Ressources Armeno Inc."”. On May 25, 1992, the name of the Company was changed to Ag Armeno Mines and Minerals Inc. in the English form, and "Les“Les Mines et Mineraux Ag Armeno Inc."” in the French form. On April 25, 2000, the name of the Company was changed from Ag Armeno Mines and Minerals Inc. in the English form, and "Les“Les Mines et Mineraux Ag Armeno Inc."”, in the French form, to Golden Nugget Exploration Inc. On May 2, 2002, the name of the Company was changed from Golden Nugget Exploration Inc. changed its name to Lucky 1 Enterprises Inc. Effectiv eOn January 17, 2005, the name of the Company was changed from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the Company adopted new Articles (Exhibit 3.2* – Attached).

Effective at the opening of business on Tuesday, May 14, 2002, the common shares of Golden Nugget Exploration Inc. were delisted, andJanuary 24, 2005, the common shares of Lucky 1 Enterprises Inc. commencedwere de-listed from trading on the OTC Bulletin Board in the U.S.A.USA and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board under the trading symbol “LKYOF”“BRXVF”.

On April 4, 1985, the Company'sCompany’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company'sCompany’s shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company'sCompany’s shares have been listed for trading on the OTC Bulletin Board. Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange (hereinafter referred to as the “CDNX”) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common

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shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading on July 31, 2001.

On July 30, 1986, the Company'sCompany’s share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company'sCompany’s share capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value.

On January 17, 2005, the Company’s share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share capital was increased to an unlimited number of common and preferred shares without par value.

Since its incorporation, the Company has been engaged primarily in the acquisition, exploration and, if warranted, the development of natural resource properties and, for a brief period of time, the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A. (“Armenonic”) operated the San Bartolome mine in Ecuador.

LuckyBronx is a junior mineral exploration company with interests in the Extra High Mineral Claims located in the Province of British Columbia and, Lithium Mineral Properties located in the Province of Ontario. LuckyThe Company has made an investment in software for on-line gaming, an investment in the securities of a publicly listed related company and an investment in the Inter-Café Project. Currently, the principal business of LuckyBronx is in mineral exploration.

The Company'sCompany’s ability to pursue its stated primary business and to meet its obligations as they come due is dependent upon the ability of management to obtain the necessary financings either through private placements or by means of public offerings of the Company'sCompany’s securities or through the exercise of incentive stock options or warrants or through debt financings.

financings or through revenues generated from its investment in the three card games Software.

The Company'sCompany’s head office is located at: #6006^th Floor – 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5. The telephone number is (604) 681-1519 and the telefax number is (604) 681-9428. The contact person is Bedo H. Kalpakian.

The Company used to have a wholly owned subsidiary, Blue Rock Mining, Inc. (“Blue Rock”) which has been dissolved.

The Company'sCompany’s registered office and records office is located at: P.O. Box 10068, #1600 -609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3. The telefax number is (604) 669-3877.

The Registrar and Transfer Agent of the Company is Computershare Trust Company of Canada, 9^th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1. The telefax number is (416) 981-9800.

The auditors of the Company are Smythe Ratcliffe, Chartered Accountants, 7^th floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8. The telefax number is (604) 688-4675.

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Item 4.B. Business Overview

Summary

Summary

Lucky hasBronx is a junior mineral exploration company with interests in mineral properties which arethe Extra High Claims located in the ProvincesProvince of Ontario and British Columbia Canada,and, Lithium Mineral Properties located in the Province of Ontario. The Company has made an investment in software for on-line gaming, has made an investment in marketable securities of a publicly listed related company and has made an investment in the Inter-Café Project.

Currently, the principal business of Bronx is in mineral exploration.

Presently, LuckyBronx is seeking opportunities of merit to get involved in. It should be noted that there are no assurances that LuckyBronx shall be successful in its attempts of seeking opportunities of merit to get involved in.

It should be noted that there are no assurances whatsoever that commercial quantities of minerals will be discovered on the Company's mineral prospects.  Even if minerals are discovered, there are no assurances whatsoever that there will be sufficient quantities or grades, or if there are sufficient quantities or grades, that they can be commercially produced.  Furthermore, it should be noted that Lucky’s investment in the on-line gaming software or its investment in the Inter-Café Project or its investment in the marketable securities of a related company may not generate any revenues to Lucky.

Item 4. C. Organizational Structure

Not Applicable.

Item 4.D. Property, Plants and Equipment

I.Extra High Property, Kamloops Mining Division, British Columbia, Canada

On March 26, 2004, LuckyBronx entered into an Option Agreement (See Exhibit *9.1 - Attached)(Exhibit 9.1 – Incorporated by reference) with an arm’s length party (the “Optionor”) to acquire, under certain terms and conditions, a 100% undivided interest, subject to a 1½1¹/2% Net Smelter Returns Royalty, in the Extra High Property, which is located in the Province of British Columbia, Canada. Pursuant to the Option Agreement, LuckyBronx is required to make staged cash payments to the Optionor totallingtotaling $150,000 of which $15,000 has already been paid and, must incur exploration expenditures on the Extra High Property totallingtotaling $500,000 over a period of 3 years. Upon acquiring the 100% undivided interest, LuckyBronx may purchase 50% of the Net Smelter Returns Royalty (i.e,(i.e., 0.75%) by making a cash payment of $500,000 to the Optionor.

As of March 31, 2005, the Company’s investment in the Extra High Property totals $66,520 which consists of $45,000 in cash payments made to the Optionor, $4,588 in cash payments made to maintain the Extra High property in good standing and $16,932 of exploration expenditures incurred since acquisition.

Pursuant to the Option Agreement, any claims staked within 1 (one) kilometre from the outermost boundary of the optioned 10 (ten) claims shall be deemed to be an area of common interest and shall thus be subject to the Option Agreement. During April and May, 2004, Paul Watt staked an additional 25 (twenty-five) claims surrounding the 10 (ten) optioned mineral claims, which are all now subject to the Property Option Agreement as mentioned above.

A two phased exploration work program commenced on the Company’s Extra High Property which is located on Samatosum Mountain, 60km North of Kamloops, British Columbia. The Extra High Property is immediately south of the formerly producing Samatosum Mine.

The first phase of the exploration work program commenced in May, 2005, and is expected to be completed by June, 2005, and shall entail the re-establishing of a grid over portions of the Extra High Property, soil sampling to verify anomalies, geological mapping and a trenching program. The budget for the first phase of the exploration work program is estimated to be Cdn $71,000.

The second phase shall commence in July, 2005, and is expected to be completed by August, 2005, and

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shall entail additional trenching, geological mapping and soil sampling. The budget for the second phase is estimated to be Cdn $67,000.

Upon completion of the second phase of the exploration work program, the Company shall evaluate the results obtained from the first and second phases, and dependant upon the results obtained, the Company may conduct a diamond drilling program on the Extra High Property during September/October 2005. The exploration work programs will be conducted by, and shall be under the direct supervision of, J.W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101.

Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. It is quite possible that LuckyBronx might lose all its investment in the Extra High Property and might have to write-off, in its entirety, Lucky’sBronx’s investment in the Extra High Property.

It should be noted that there are no assurances whatsoever that commercial quantities of minerals can be discovered on the Extra High Property, or, if discovered, that they can be developed or placed into commercial production. Furthermore, there are no known bodies of commercial ore on the Extra High Property.

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Legal Description of Property.

The Extra High Property Claims are located in the Kamloops Mining Division of the Province of British Columbia and are more particularly described as follows:

In the spring of 2004, LuckyBronx commissioned Erik Ostensoe, P. Geo., to prepare an independent report to include a review and a recommended program of work to explore the mineral potential on the Extra High Property. His technical report on the Extra High Property, pursuant to National Policy 43-101, was completed on April 22, 2004, and has been filed by the Company onwww.Sedar.com. There are no assurances whatsoever that the Company shall conduct the recommended program of work to explore the mineral potential on theThe Extra High Property.Property Claims are located in the Kamloops Mining Division of the Province of British Columbia.

The British Columbia Government’s Mineral Titles Branch has recently introduced and is currently conducting a Mineral Titles Conversion Program whereby Mineral Property owners are being encouraged to convert their old tenure claims to new tenures. As a result, Bronx has converted all of its old Extra High mineral property tenures to the following new Extra High mineral property tenures and which are more particularly described as follows:-

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II.Lithium Properties, Ontario, Canada

The Company holds a 100% interest in 45 mining claims in five claim groups that are located in the Nipigon area of north western Ontario and which are: the Noranda-McVittie group, the Newkirk-Vegan group, the Jean Lake Group, the Hanson Lake group and the Foster-Lew group.

All claims have achieved "Mining“Mining Lease Status"Status” declaring them in good standing for 21 years commencing from May 1, 1989 with respect to the Newkirk-Vegan group, June 1, 1989 with respect to the Noranda-McVittie and the Jean Lake groups, and February 1, 1990 with respect to the Hanson Lake and the Foster-Lew groups.

At the end of the year 2000, the Company wrote-off these properties. The Company does not have any plans to conduct any types of works on these Lithium properties.

It should be noted that there is no assurance that commercial quantities of minerals can be discovered on the Company'sCompany’s Lithium properties or, if discovered, that they can be developed or placed into commercial production. Furthermore, there are no known bodies of commercial ore on the Company'sCompany’s properties.

III. On-line Gaming Software.

TheOn November 4, 2002, the Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com Entertainment Inc. (“Las Vegas”), a related company, [See Exhibit(Exhibit 1.4 -— Incorporated by reference]reference) for the joint development of certain on-line gaming softwareGaming Software consisting of three card games; Pan, Big 2, and Chinese Poker,games (the “three card games software”Software”). ThePursuant to this Licensing Agreement, the Company has paid to Las Vegas the agreeda one time only license fee of $200,000 to Las Vegas as the Company’s sole contribution for the development costs of the three card games software.  TheSoftware, as a result of which, the three card games softwareSoftware is now equally owned by Las Vegas and the Company and Las Vegas.Company. Las Vegas shall be the operator of the three card games software. The CompanySoftware and shall receive 40% andmarket the three card games. Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games software.Software and the Company shall receive 40%. As at December 31, 2003,2004, the Company’s share of revenues from its investment in the three card games softwareSoftware was $100,951 (2002:$292,372 (2003: $100,951; 2002: $Nil) and, $37,608 for. For the three month period ended March 31, 2004, (2003: $3,643)2005, the Company’s share of revenues from its investment in the three card games Software was $102,360 (2004: $37,608; 2003:$3,643).

IV. Investment in the Inter-Café Project.

The Company entered into an Investment Agreement [See Exhibit *9.2 - Attached](Exhibit 9.2 – Incorporated by reference) on January 26, 2004, with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000. The Inter-Café Project is still in its conceptual stage and has not yet been developed. There are no assurances whatsoever that the Inter-Café Project will ever be developed or if developed, shall prove to be successful. It is quite possible thatDue to the doubtful recovery of this investment, during 2004, the Company may lose its investment in the Inter-Café Project and the Company may have to write-off,has written-off, in its entirety, its investment in the Inter-Café Project.

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2004, 2003 and 2002.

During 2004, and pursuant to the Agreement with Interfranchise Inc., the Company invested an additional $65,000 and completed its acquisition of a 10% interest in the Inter-Café Project for a total investment by the Company amounting to $90,000. As at December 31, 2004, the Company wrote-off this investment, in its entirety, since recovery on the investment became doubtful.

Directors of the Company entered into Private Placement Flow-Through Share Financing Agreements with the Company on December 29, 2003, and March 10, 2004, for the purchase of 24,286 flow-through share units and 28,571 flow-through share units at the purchase price of $3.50 per unit, respectively. Each unit consists of common shares (the “flow-through shares”) of the Company which will be a “flow-through share” pursuant to the provisions of Subsection 66(15) of the Income Tax Act. (Canada) (the “ITA”) and one non-transferable common share purchase warrant (the “Warrants”), each Warrant entitling the holder to purchase one common share (the “flow-through warrant shares”) at a price of $5.25 per flow-through warrant share for a period of twelve months and thereafter at a price of $7.00 per flow-through warrant share for a further six months, and thereafter one common share (the “non-flow-through warrant shares) of the Company at a price of $7.00 per non-flow-through warrant share for a further six months. All common shares and non-transferable warrants of the Company pursuant to these Private Placement Financings have been issued.

During 2004, the Company renounced $85,000 of exploration expenses on the Extra High Property pursuant to the Private Placement Flow-Through Share Agreement dated December 29, 2003. The renounced expenses were subsequently reduced since the Company was unable to use the whole amount of $85,000 for mineral exploration, and all such unused expenses may be renounced by the Company in the event that the Company incurs mineral exploration expenditures by December 31, 2005.

During 2004, the Company entered into a Debt Settlement Agreement on April 8, 2004 (See Exhibit *9.5 Attached)(Exhibit 9.5 – Incorporated by reference) for the geological services provided by a company owned by a director of the Company whereby a total of 22,827652 common shares of the Company were issued in full satisfaction of the debt totalling $3,424.

During 2004, Kalpakian Bros. of B.C. Ltd., a private company owned and controlled by two directors of the Company, entered into a Private Placement Financing Agreement with the Company on July 20, 2004 for the purchase of 28,571 units of the securities of the Company at the price of $3.50 per unit for total proceeds to the Company of $100,000. Each unit consists of one common share in the capital of the Company and one warrant to purchase an additional common share in the capital of the Company. Each warrant is exercisable at the price of $5.25 per common share, if exercised during the first year, and at the price of $7.00 per common share, if exercised during the second year. The warrants expire on July 20, 2006.

The Board of Directors of the Company resolved to adopt on April 12, 2004, subject to shareholder approval, the 2004 Stock Option Plan [See Exhibit *9.1 Attached](Exhibit 9.3 — Incorporated by reference) which provides for the granting of incentive stock options to directors, officers, employees and consultants of the Company entitling them to purchase up to 20% of the issued and outstanding common shares of the Company as of the day of granting. The 2004 Stock Option Plan replaces the Company’s 2002 and 2003 Stock Option Plans.

At the 2004 Annual General Meeting of the shareholders of the Company which was held on April 30, 2004, the shareholders approved the Audited Financial Statements for the year ended December 31, 2003, and the Auditor’s report thereon; the re-election of the Company’s Board of Directors; the re-appointment of the Company’s Auditor, Smythe Ratcliffe, for the ensuing year and, the adoption of the Company’s 2004 Stock Option Plan (See Exhibit 1.8 Incorporated by reference)  whereby the Company may reserve for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the

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Company calculated from time to time on a rolling basis. The material terms of the 2004 Stock Option Plan are outlined in the Company’s Information Circular included with the Notice of Annual General Meeting (See Exhibit(Exhibit 1.8 – Incorporate dIncorporated by reference) which has been filed onwww.Sedar.com.

Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation, including stock options. Previously, the Company did not record any compensation cost on the granting of stock options to employees and directors, as the exercise price was equal to or greater than the market price at the date of the grants. Options granted are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.

As a result of this change in accounting, the opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock options granted to employees and directors from January 1, 2003 to December 31, 2003, which amounted to $64,122 and an increase of $64,122 to contributed surplus.

At the Company’s 2005 Special General Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-Existing Company Provisions in the notice of Articles of the Company and approved the alteration of the Company’s Notice of Articles. The shareholders approved the increase of the Company’s authorized capital to an unlimited number of Common and Preferred Shares, both without par value, approved the adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2* — Attached). In addition, the shareholders approved the consolidation of the issued and outstanding common shares of the Company on the basis of 35 common shares before consolidation to 1 common share after consolidation and approved changing the name of the Company to Bronx Ventures Inc. All material terms are provided in greater detail in the Company’s Notice of Special General Meeting and Information circular dated November 29, 2004 (Exhibit 1.8.A – Incorporated by reference).

Disclosure of the differences between accounting principles and practices generally accepted in Canada and those generally accepted in the United States and required by the SEC, isare included in Note 1213 of the

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financial statements included in Item 17 of the Annual Report.

Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3870, which requires an expense to be recognized in the financial statements for all forms of employee stock-based compensation, including stock options. Previously, the Company did not record any compensation cost on the granting of stock options to employees and directors, as the exercise price was equal to or greater than the market price at the date of the grants. Options granted are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.

As a result of this change in accounting, the opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock options granted to employees and directors from January 1, 2003 to December 31, 2003, which amounted to $64,122 and an increase of $64,122 to contributed surplus.

The Company is currently seekingfinances its exploration programs through the possibilitiesissuance of getting involved in projects of merit.  flow-through common shares. Income tax deductions relating to these expenditures are claimable only by the investors. Proceeds from common shares issued pursuant to flow-through financings are credited to capital stock.

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Summary of Quarterly Results

The following are the unaudited results for the thirteentwelve most recent quarterly periods, starting with the three month quarterly period ended March 31, 2004:2005:

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Item 5.F. Tabular disclosure of contractual obligations

The Company has no Long Term Debt Obligations, Capital Lease Obligations, Purchase Lease Obligations, or Other Long Term Liabilities reflected on the Company’s Balance Sheet however, the Company has the following Operating Lease Obligations:-

statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in “Item 3.D. RISK FACTORS,” and elsewhere within the document and in other of our filings with the Securities and Exchange Commission.

We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events and conditions outside of our control. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, investors should not overly rely or attach undue weight to forward-looking statements as an indication of our actual future results.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

As of May 31, 2004the2005, the name, municipality of residence and the principal occupation of the directors and officers of the Company are the following:

            *Members

Jacob H. Kalpakian is the nephew of Bedo H. Kalpakian. All directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.  Penilla Klomp was appointed an Officer (Corporate Secretary) of the Company as of May 1^st, 2003.

There are no arrangements or understandings whatsoever with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.

Item 6.B. Compensation

Total cash remuneration paid to all directors and officers of the Company for the period ended December 31, 20032004, amounted to $227,742.$248,266 (2003:$227,742). Certain directors of the Company are compensated for automobile expenditures and furthermore, certain directors, officers and employees of the Company

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are covered under a group medical and dental insurance plan. Presently there exists no plan regarding directors'directors’ and officers'officers’ pension, retirement or other similar benefits. Furthermore, there are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits. A director of the Company was issued (during 2003 and 2004) an aggregate of 112,8123,223 common shares in the capital of the Company in settlement of debts totalling $ 21,421 representing geological services rendered to the Company (See Exhibits *9.4(Exhibits 9.4 & *9.59.5 – Attached)Incorporated by reference).

On February 20, 2002, pursuant to a Directors’ Resolution, the May 4, 1994 Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. was terminated and, a new Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd.company related by common directors, dated February 20, 2002 was approved and adopted (“New Management Services Agreement”).  The New Management Services Agreement became effective on November 1, 2001 as amended on August 14, 2003 by directors’a resolutionand is renewable on a year by year basis, unless terminated as stipulated in of the NewDirectors of Bronx, (the “New Management Services Agreement.  The New Management Services Agreement has been renewed and is currently in good standing. The New Management Services Agreement may be terminated at anytimeAgreement”) (Exhibit 1.6 — Incorporated by either party on three months’ writt en notice.reference). Pursuant to the New Management Services Agreement, the monthly salary paid toCompany pays Kalpakian Bros. of B.C. Ltd. is, a management fee of $20,000 plus G.S.T. per month and the Company shall reimbursereimburses Kalpakian Bros. of B.C. Ltd., for all travelling and other expenses incurred on behalf of the Company by Kalpakian Bros. of B.C. Ltd. on behalf ofFor the Company (See Exhibit 1.6 Incorporated by reference).  During the twelve month periodyear ended December 31, 2003,2004, the Company has paid management fees totalling $180,000 indirectly$240,000 (2003: $180,000) (2002: $140,000) to Bedo H. Kalpakian and Jacob H. Kalpakian through Kalpakian Bros. of B.C. Ltd. as the Manager of the Company.

, in respect to Management fees.

Pursuant to indemnity agreements dated April 1, 1993, April 15, 1999, April 1, 2002 and May 1, 2003, between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, J.W. Murton and Penilla Klomp (collectively "the“the directors and officers"officers”), the Company agreed to indemnify and save the directors and officers, their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Registrant. These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settle an administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of the Company. The Company Act requires a Court Order to be obtained prior to t hethe Company making payment under the indemnity agreements. To date, the Company has not made any payments under the indemnity agreements.

For the Fiscal year ended December 31, 2003,2004, and up to and including the date of this report (May 31, 2004)2005) no incentive stock options were exercised by any of the Company’s directors or officers.

Incentive stock options held by directors and officers of the Company as As of May 31, 20042005, there are as follows: